Exhibit
10.1


 


AMENDMENT NO. 3


 


AMENDMENT NO. 3
dated as of December 18, 2008 among FOSTER WHEELER LLC, FOSTER WHEELER
INC., FOSTER WHEELER USA CORPORATION, FOSTER WHEELER NORTH AMERICA CORP.,
FOSTER WHEELER ENERGY CORPORATION and FOSTER WHEELER INTERNATIONAL CORPORATION
(each a “Borrower” and, collectively, the “Borrowers”), FOSTER
WHEELER LTD. (“FWL”), FOSTER WHEELER AG (“FWAG”), FOSTER WHEELER
HOLDINGS LTD. (“Holdco”), the “Subsidiary Guarantors” referred to on the
signature pages hereto (the “Subsidiary Guarantors”) and BNP
PARIBAS, in its capacity as Administrative Agent, pursuant to authority granted
by the Required Lenders pursuant to Section 11.02(b) of the Credit
Agreement referred to below.


 


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


 


The Borrowers,
FWL, Holdco and the Subsidiary Guarantors wish to implement a corporate
reorganization pursuant to a scheme of arrangement (the “Scheme of
Arrangement”) with the effect that the ultimate holding company for the
Foster Wheeler group of companies will change from FWL, a company organized
under the laws of Bermuda, to FWAG, a recently created company organized under
the laws of Switzerland, by operation of transactions more fully described in
the preliminary Proxy Statement for the Special Court-Ordered Meeting of Common
Shareholders to be held on January 27, 2009 (the “Proxy Statement”)
filed by FWL with the United States Securities and Exchange Commission on December 10,
2008.


 


As set forth in the Proxy
Statement the following transactions would take place substantially
simultaneously:


 


(1)                                  all
fractional common shares of FWL outstanding immediately prior to the time the
Scheme of Arrangement is effected (including any fractional common shares of
FWL resulting from the issuance of FWAG common shares to the holder of
preferred shares of FWL, as described in the Proxy Statement) would be cancelled
and FWL would pay to each holder thereof in cash the value of such fractional
shares held by it, as determined by reference to the average of the high and
low trading prices of FWL’s common shares on the NASDAQ Global Select Market on
the business day immediately preceding the date such transactions are
consummated;


 


(2)                                  all
whole common shares of FWL outstanding immediately prior to the time the Scheme
of Arrangement is effected would be cancelled (the “Cancelled Shares”);


 


Amendment No. 3


 

















 


(3)                                  FWL,
acting on behalf of its shareholders, would issue 1,000 shares of its common
stock (which will constitute all of FWL’s capital stock; at such time) to FWAG;


 


(4)                                  FWAG
would increase its share capital and file amended articles of association
reflecting such increase in the Swiss Commercial Register;


 


(5)                                  FWAG
would issue such registered shares to the holders of the Cancelled Shares;


 


(6)                                  pursuant
to the terms of the Certificate of Designation governing FWL’s Series B
Convertible Preferred Shares (the “Preferred Shares”), concurrently with
the issuance of registered shares to the holders of the Cancelled Shares, FWAG
will issue to the holders of the Preferred Shares the number of registered
shares of FWAG that such holders would have been entitled to receive had they
converted their Preferred Shares into common shares of FWL immediately prior to
the effectiveness of the Scheme of Arrangement (with FWL paying cash in lieu of
any fractional registered shares otherwise issuable); and


 


(7)                                  pursuant
to the terms of the Warrant Agreement governing FWL’s Class A Warrants
outstanding on the date of consummation of the Scheme of Arrangement (the “Warrants”),
FWAG will execute a supplemental warrant agreement pursuant to which it will
assume Foster Wheeler’s obligations under the Warrant Agreement and will agree
to issue registered shares of FWAG upon exercise of Warrants in accordance with
their terms.


 


The
transactions described in the foregoing paragraphs 1 to 7 above are
collectively referred to herein as the “Swissco Transactions”.


 


The Borrowers,
FWL, FWAG, Holdco, the Subsidiary Guarantors and the Administrative Agent
(pursuant to authority granted by, and having obtained the consent of, the
Required Lenders) wish now to amend the Credit Agreement in certain respects in
contemplation of the Swissco Transactions, and accordingly, the parties hereto
hereby agree as follows:


 


Section 1.  Definitions.  Except as otherwise defined in this Amendment
No. 3, terms defined in the Credit Agreement are used herein as defined
therein.


 


Section 2.  Amendments.  Subject to the satisfaction of the conditions
precedent specified in Section 5 hereof:


 


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


 


Amendment No. 3


 

















 


2.02.  Recitals
Paragraphs.  (a)  The Recital of
parties in the Credit Agreement is hereby amended by replacing “FOSTER WHEELER
LTD. (the “Parent”)” with “FOSTER WHEELER AG, FOSTER WHEELER LTD.”.


 


(b)  The Recital
paragraph appearing immediately prior to Article I of the Credit Agreement
is hereby amended by inserting “FWL” immediately prior to the reference to “the
Parent”, therein.


 


2.03.  Definitions.  (a)  The following defined terms in Section 1.01
of the Credit Agreement are hereby amended as follows:


 


(i) 
Paragraphs (i) and (iii) of the definition of “Change of Control” are
amended to read as follows:


 


“(i)          (A) If neither FWL nor Holdco
have been dissolved pursuant to Section 8.04(h), (x) the Parent shall
cease to own, directly or indirectly, beneficially or of record, 100% of the
economic interests and voting power in the Equity Interests of FWL, (y) FWL
shall cease to own, directly or indirectly, beneficially or of record, 100% of
the economic interests and voting power in the Equity Interests of Holdco, or (z) Holdco
shall cease to own, directly or indirectly, beneficially or of record, 100% of
the economic interests and voting power in the Equity Interests of the
Company.  (B) If both FWL and Holdco
have been dissolved pursuant to Section 8.04(h), the Parent shall cease to
own, directly or indirectly, beneficially or of record, 100% of the economic
interests and voting power in the Equity Interests of the Company.  (C) If FWL has been dissolved pursuant
to Section 8.04(h) but Holdco has not been dissolved pursuant to Section 8.04(h),
(x) the Parent shall cease to own, directly or indirectly, beneficially or
of record, 100% of the economic interests and voting power in the Equity
Interests of Holdco, or (y) Holdco shall cease to own, directly or
indirectly, beneficially or of record, 100% of the economic interests and
voting power in the Equity Interests of the Company.  (D) If Holdco has been dissolved
pursuant to Section 8.04(h) but FWL has not been dissolved pursuant
to Section 8.04(h), (x) the Parent shall cease to own, directly or
indirectly, beneficially or of record, 100% of the economic interests and
voting power in the Equity Interests of FWL, or (y) FWL shall cease to
own, directly or indirectly, beneficially or of record, 100% of the economic
interests and voting power in the Equity Interests of the Company;”


 


“(iii)        a majority of the incumbent directors of
the Parent is at any time not comprised of Persons who were either (x) directors
of FWL on the Effective Date or (y) new directors (such Persons being
herein called “New Members”) appointed or nominated for election by one
or more Persons who were members of the board of directors of FWL on the
Effective Date or who were appointed or nominated by one or more such New
Members whether or not they were members on the Effective Date.”


 


Amendment No. 3


 

















 


(ii)  Clause (a) of the definition of “Excluded Assets” is
hereby amended to read as follows:


 


“(a)         Equity Interests (i) in
an Immaterial Subsidiary and (ii) in any Subsidiary that is owned by an
Obligor that is a Foreign Subsidiary (excluding Equity Interests in Holdco, FWL
and the Company and excluding also Equity Interests in FW Hungary Licensing
Limited Liability Company or any other Subsidiary to which FW Hungary Licensing
Limited Liability Company shall transfer any material portion of its intellectual
property assets);


 


(iii) The definition of “Parent” is hereby amended to read as
follows:


 


“Parent” means Foster Wheeler AG, a company organized under the
laws of Switzerland; provided that,
for transitional purposes in giving effect to the Third Amendment, it is
understood and agreed that references to the “Parent” shall be construed to
mean FWL in connection with circumstances or events existing or occurring
before the Third Amendment Effective Date.”


 


(b)  The following new defined terms are hereby
added to Section 1.01 of the Credit Agreement in the appropriate
alphabetical locations:


 


“FWAG” means
Foster Wheeler AG, a company organized under the laws of Switzerland.


 


“FWL” means
Foster Wheeler Ltd., a company organized under the laws of Bermuda.


 


“Swissco Transactions” has the meaning assigned to such term in
the Recitals to the Third Amendment.


 


“Third Amendment” means that certain Amendment No. 3 dated
as of December 18, 2008 among the Borrowers, FWL, FWAG, Holdco, the
Subsidiary Guarantors signatory thereto and the Administrative Agent.


 


“Third
Amendment Effective Date” means the date that the conditions precedent to
the effectiveness of the amendments to this Agreement contemplated by the Third
Amendment are satisfied or waived by the Administrative Agent.


 


2.04.        Addition of References to “Foster
Wheeler Ltd”.  Each of the references
to “the Parent, Holdco” in the following provisions of the Credit Agreement are
hereby amended by replacing each such reference with a reference to “the
Parent, FWL, Holdco”: clause (a) of the definition of “Guaranteed
Obligations” in Section 1.01 of the Credit Agreement; the definition of “Guarantor”
in Section 1.01 of the Credit Agreement; Section 8.01(f) of the
Credit Agreement and Section 11.07 of the Credit Agreement.


 


2.05.        Transitional Provisions.  Without limiting the generality of the
proviso in the definition of “Parent” as hereby amended, for the purposes of
the construction and interpretation of provisions of the Credit Agreement
relating to the calculation of financial


 


Amendment No. 3


 

















 


ratios, including,
without limitation, the Interest Coverage Ratio and Total Leverage Ratio, and
the determination of compliance or non-compliance with covenants relating to
financial performance, references to financial information or data of or
applicable to “the Parent” shall, unless otherwise explicitly provided for
hereunder, (i) for the period ending on the day immediately prior to the
Third Amendment Effective Date, be deemed to be, and be treated as, references
to financial information or data of or applicable to FWL and (ii) for the
period from and after the Third Amendment Effective Date, be deemed to be, and
be treated as, references to financial information or data of or applicable to
FWAG.


 


2.06.        Rights of Contribution.  Section 4.08 of the Credit Agreement is
hereby amended by adding “, FWL” after “the Parent”.


 


2.07.        Use of Proceeds.  Section 7.09 of the Credit Agreement is
hereby amended by adding the following new sentence at the end thereof: “Notwithstanding
anything herein to the contrary, no part of any Loan or Letter of Credit, or in
either case proceeds thereof, will be used, whether directly or indirectly, for
financing activities in Switzerland or for any other purpose which may give
rise to the application of any withholding or similar tax in Switzerland or
under Swiss law.”


 


2.08.        Fundamental Changes.  Section 8.04 of the Credit Agreement is
hereby amended by (i) deleting the “and” at the end of clause (f) thereof,
(ii) replacing the “.” at the end of clause (g) thereof with “; and”
and (iii) adding the following new clause (h) immediately after
clause (g) thereof:


 


“(h)  At any
time after the consummation of the Swissco Transactions, FWL and/or Holdco may
be dissolved; provided that 100% of the economic interests and voting
power in the Equity Interests of Holdco or the Company owned by the Person to
be dissolved shall be transferred to FWAG (in the case of a dissolution of FWL
or of FWL and Holdco) or FWL (in the case of a dissolution of Holdco) in connection
with such dissolution and the Equity Interests of Holdco and the Company shall
continue to be pledged to, and subject to a security interest granted in favor
of, the Administrative Agent pursuant to the terms of the Loan Documents and
thereby constitute part of the Collateral. 
In furtherance of the foregoing, the Administrative Agent shall have
received such documents as it may reasonably request, in each case in form and
substance reasonably satisfactory to it, and such evidence that all actions
have been taken as may, in each case, be necessary in the reasonable judgment
of the Administrative Agent to create, preserve, perfect or maintain the
perfection of or validate such security interests.  Upon the dissolution of FWL pursuant to this Section 8.04(h),
all references in this Agreement to “FWL” shall be deemed to have no
effect.  Upon the dissolution of Holdco
pursuant to this Section 8.04(h), all references in this Agreement to “Holdco”
shall be deemed to have no effect.”


 


2.09.        Investments, Loans, Advances,
Guarantees and Acquisitions; Hedge Agreements.  Section 8.05 of the Credit Agreement is
hereby amended by (i) deleting the “and” at the end of clause (viii) thereof,
(ii) replacing the “(ix)” at the beginning of clause (ix) thereof
with “(x)” and (iii) adding the following new clause (ix) immediately
after clause (viii) thereof:


 


Amendment No. 3


 

















 


“(ix)         Investments expressly contemplated by
the definition of Swissco Transactions;”


 


2.10.        Restricted Payments.  Section 8.06(c) of the Credit
Agreement is hereby amended by (i) deleting the “and” at the end of clause
(c) thereof, (ii) replacing the “(d)” at the beginning of clause (d) thereof
with “(e)” and (iii) adding the following new clause (d) immediately
after clause (c) thereof:


 


“(d)         FWL may repurchase fractional shares
representing an aggregate of up to 3000 common shares of FWL (including any
fractional common shares of FWL resulting from the issuance of FWAG common
shares to the holders of preferred shares of FWL, as described in the Proxy Statement)
for cash in one or more transactions in connection with the consummation of the
Swissco Transactions; and”


 


2.11.        Acquisition
of Direct Ownership of Operating Assets. 
Section 8.12 of the Credit Agreement is hereby amended to read as
follows:


 


“SECTION 8.12. 
Parent, FWL and Holdco. 
None of the Parent, FWL or Holdco will acquire directly (as opposed to
acquiring indirectly through Subsidiaries) ownership of the operating assets
used to conduct any business.”


 


Section 3.  Consent to Swissco Transactions.  Subject to the satisfaction of the conditions
precedent specified in Section 5 hereof, the Administrative Agent
(pursuant to authority granted by, and having obtained the consent of, the
Required Lenders), hereby consents to the consummation of the Swissco
Transactions.


 


Section 4.  Representations and Warranties.  Each Obligor represents and warrants to the
Lenders and the Administrative Agent, as to itself and each of its
Subsidiaries, that (a) the representations and warranties set forth in Article V
of the Credit Agreement, and in each of the other Loan Documents, are true and
correct in all material respects on the date hereof as if made on and as of the
date hereof (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, such representation or warranty shall be
true and correct as of such specific date), and as if each reference in said Article V
to “this Agreement” included reference to this Amendment No. 3 and (b) no
Default has occurred and is continuing.


 


Section 5.  Conditions Precedent to the Effectiveness
of Amendment No. 3.  The
amendments set forth in Section 2 hereof and the consent set forth in Section 3
hereof shall become effective as of the date (the “Third Amendment Effective
Date”) upon which the following conditions are satisfied or waived by the
Administrative Agent:


 


(a)           Evidence of Filing with Bermuda
Registrar of Companies and Consummation of the Swissco Transactions.  The Administrative Agent shall be reasonably
satisfied that (i) FWL or its counsel or another representative of FWL has
filed the court order sanctioning the “Scheme of Arrangement” contemplated by
the


 


Amendment No. 3


 

















 


Proxy Statement with the
Bermuda Registrar of Companies and (ii) the Swissco Transactions have been
consummated or will be consummated substantially contemporaneously with the
effectiveness of this Amendment No. 3.


 


(b)           Security Documents.  The Administrative Agent shall have received
executed counterparts of such amendments to the Security Documents as it may
reasonably request in connection with the Swissco Transactions and the
amendments contemplated hereby, in each case in form and substance reasonably
satisfactory to it, and evidence that all actions as may be necessary in the
reasonable judgment of the Administrative Agent to create, preserve, perfect or
maintain the perfection of or validate the security interests granted pursuant
to the Security Documents, as so amended, have been taken.


 


(c)           Supporting Documentation.  The Administrative Agent shall have received
such corporate documents of the Borrowers, certified by their respective
Secretaries or Assistant Secretaries, and such legal opinions from counsel to
the Obligors as it shall have reasonably requested, including, without
limitation, from New York counsel, Bermuda counsel and Swiss counsel.


 


(d)           Supplements Relating to Joinder.  The Administrative Agent shall have received supplements to Schedule 5.13 of the Credit
Agreement and Annexes 1 through 8 of the Security Agreement in connection
with the joinder set forth under Section 7 hereof, in each case reasonably
satisfactory to it.


 


(e)           Other Items.  The Administrative Agent shall have received
such other documents relating to this Amendment No. 3 and the
transactions contemplated hereby as the Administrative Agent shall have
reasonably requested; provided that so long as the forms of all other
documents contemplated by paragraphs (a) through (d) above have been
finalized at least five Business Days prior to the Third Amendment Effective
Date, the Administrative Agent may not request any documents under this
paragraph (e) after the date falling three Business Days prior to the
Third Amendment Effective Date.


 


The Administrative Agent
shall notify the Company and the Lenders of the date that this Amendment No. 3
becomes effective, and such notice shall be conclusive and binding.


 


Section 6.  Rescission of Designation as an Immaterial
Subsidiary.  With effect from and
after the Third Amendment Effective Date, FWL hereby rescinds its prior designation
of FWAG as an “Immaterial Subsidiary.”


 


Section 7.  Joinder.  With effect from and after the Third
Amendment Effective Date,
FWAG hereby agrees, and the Administrative Agent hereby acknowledges and
accepts, that FWAG shall become a “Subsidiary Guarantor” under and for all purposes of the Credit
Agreement and the Security Agreement with all the rights and obligations of a
Subsidiary Guarantor thereunder (and hereby supplements Schedule 5.13 of the
Credit Agreement and Annexes 1 through 8 of the Security Agreement to the
extent provided in the supplements


 


Amendment No. 3


 

















 


delivered
in accordance with Section 5(d) hereof).  Without limiting the generality of the
foregoing, FWAG hereby:


 


(i)            jointly and severally with the other
Subsidiary Guarantors party to the Credit Agreement guarantees to each
Lender (and each Affiliate thereof party to any Hedging Agreement or holding
any Cash Management Obligations), each Issuing Lender and the Administrative
Agent and their respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations
in the same manner and to the same extent as is provided in Article IV of
the Credit Agreement;


 


(ii)           pledges and grants to the Administrative
Agent, for the benefit of the Secured Parties, the security interests in all
right, title and interest
of FWAG in all Collateral now owned or hereafter acquired by FWAG and whether
now existing or hereafter coming into existence provided for by Section 3
of the Security Agreement as collateral security for the Secured Obligations
and agrees that the Annexes thereof shall be supplemented as provided in the
supplements delivered in accordance with Section 5(d) hereof);


 


(iii)          represents and warrants that each of
the representations and warranties set forth in Article V of the Credit
Agreement and in Section 2 of the Security Agreement that are applicable
to FWAG is true and correct both before and after giving effect to this Section 7
as if each reference in said provisions to the Loan Documents included
reference to this Agreement (or, if any such representation or warranty is
expressly stated to be made as of a specific date, such representation or
warranty is true and correct as of such specific date);


 


(iv)          agrees to execute and deliver to the
Administrative Agent such additional Security Documents and related instruments
as shall be required under Section 7.10 of the Credit Agreement; and


 


(v)           submits to the jurisdiction of the courts, and waives jury trial, as provided in Sections 11.13 and 11.14 of the
Credit Agreement.


 


FWAG
hereby instructs its counsel to deliver the opinions referred to in Section 7.10(a)(iii) of
the Credit Agreement to the Secured Parties. 
The terms of this Section 7 may be waived, altered or
amended only in accordance with the requirements of Section 6.03 of the
Security Agreement applicable to waivers, alterations or amendments
thereunder.  Any notice or other
communication herein required or permitted to be given shall be given in
accordance with the requirements of Section 6.01 of the Security
Agreement.


 


Section 8.  Miscellaneous.  Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect.  This Amendment No. 3 may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto may execute
this Amendment No. 3 by signing any such counterpart.  This Amendment No. 3 shall be governed
by, and construed in accordance with, the law of the State of New York.


 


Amendment No. 3


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 3 to Credit Agreement to be
duly executed and delivered as of the day and year first above written.


 


 


BORROWERS


 


	
  FOSTER WHEELER LLC

  	
   

  	
  FOSTER WHEELER INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Franco Baseotto

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan

  	 

	
   

  	
  Name: Franco Baseotto

  	
   

  	
   

  	
  Name: Kevin C. Hagan

  	 

	
   

  	
  Title: Executive Vice
  President, Chief

  	
   

  	
   

  	
  Title: Vice President
  and Treasurer

  	 

	
   

  	
    Financial
  Officer and Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOSTER WHEELER USA

  	
   

  	
  FOSTER WHEELER NORTH

  
	
  CORPORATION

  	
   

  	
  AMERICA
  CORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Kevin C. Hagan

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan

  
	
   

  	
  Name: Kevin C. Hagan

  	
   

  	
   

  	
  Name: Kevin C. Hagan

  
	
   

  	
  Title: Treasurer

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOSTER WHEELER ENERGY

  	
   

  	
  FOSTER WHEELER

  
	
  CORPORATION

  	
   

  	
  INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Kevin C.
  Hagan

  	
   

  	
  By:

  	
  /s/ Kevin C.
  Hagan

  	 

	
   

  	
  Name: Kevin C. Hagan

  	
   

  	
   

  	
  Name: Kevin C. Hagan

  	 

	
   

  	
  Title: Treasurer

  	
   

  	
   

  	
  Title: Vice President
  and Treasurer

  	 

							



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Franco Baseotto

  	
   

  
	
   

  	
  Name: Franco Baseotto

  	
   

  
	
   

  	
  Title: Executive Vice
  President, Chief

  	
   

  
	
   

  	
  Financial
  Officer and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FOSTER WHEELER AG

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Franco Baseotto

  	
   

  
	
   

  	
  Name: Franco Baseotto

  	
   

  
	
   

  	
  Title: Director

  	
   

  



 


 


HOLDCO


 


	
  FOSTER WHEELER HOLDINGS
  LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lisa Z. Wood

  	
   

  
	
   

  	
  Name: Lisa Z. Wood

  	
   

  
	
   

  	
  Title: Vice
  President & Controller

  	
   

  



 


Amendment No. 3


 
















 


SUBSIDIARY
GUARANTORS


 


 


	
  FOSTER WHEELER ASIA
  LIMITED

  	
  FOSTER WHEELER 

    CONSTRUCTORS, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Vice President & Treasurer

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FOSTER WHEELER
  DEVELOPMENT 

    CORPORATION

  	
  FOSTER WHEELER ENERGY 

    MANUFACTURING, INC. 

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Treasurer

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FOSTER WHEELER ENERGY 

    SERVICES,
  INC. 

  	
  FOSTER WHEELER
  ENVIRONMENTAL 

    CORPORATION  

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Treasurer

  	
   

  	
  Title:   Treasurer 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen DiLauri 

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen DiLauri 

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice
  President &

   Controller

  
							



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER
  FACILITIES 

    MANAGEMENT, INC. 

  	
  FOSTER WHEELER
  INTERCONTINENTAL

    CORPORATION 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Treasurer

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOSTER WHEELER
  INTERNATIONAL 

    HOLDINGS, INC. 

  	
  FOSTER WHEELER POWER 

    SYSTEMS, INC. 

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Vice President & Treasurer

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOSTER WHEELER
  PYROPOWER, INC.

  	
  FOSTER WHEELER REAL
  ESTATE 

    DEVELOPMENT CORP. 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan 

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan 

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
  Name: Kevin C. Hagan 

  
	
   

  	
  Title:   Treasurer

  	
   

  	
  Title:   President & Treasurer

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER REALTY

    SERVICES, INC.

  	
  FOSTER WHEELER VIRGIN

    ISLANDS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Kevin C. Hagan

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan

  
	
   

  	
  Name:  Kevin C. Hagan

  	
   

  	
  Name:  Kevin C. Hagan

  
	
   

  	
  Title:    President & Treasurer

  	
   

  	
  Title:    Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOSTER WHEELER ZACK,
  INC.

  	
  PROCESS CONSULTANTS,
  INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan

  	
   

  	
  By:

  	
  /s/ Kevin C. Hagan

  
	
   

  	
  Name:  Kevin C. Hagan

  	
   

  	
  Name:  Kevin C. Hagan

  
	
   

  	
  Title:    Treasurer

  	
   

  	
  Title:    Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PYROPOWER OPERATING
  SERVICES

    COMPANY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Kevin C. Hagan 

  	
   

  	
   

  
	
   

  	
  Title:    Treasurer

  	
   

  	
   

  



 


Amendment No. 3


 

















 


	
  FW EUROPEAN E&C LTD.  

  	
  FW MANAGEMENT
  OPERATIONS, LTD. 

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh Jindal 

  	
   

  	
  By:

  	
  /s/ Lisa Z. Wood 

  
	
   

  	
  Name: Rakesh Jindal 

  	
   

  	
  Name: Lisa Z. Wood 

  
	
   

  	
  Title:   Vice President of Tax

  	
   

  	
  Title: President,
  Controller & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  PERRYVILLE SERVICE
  COMPANY LTD. 

  	
  CONTINENTAL FINANCE 

    COMPANY LTD. 

  
	
  By:

  	
  /s/ Lisa Z. Wood 

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Lisa Z. Wood 

  	
   

  	
   

  
	
   

  	
  Title:
  President & Controller

  	
  By:

  	
  /s/ Lisa Z. Wood 

  
	
   

  	
   

  	
   

  	
  Name: Lisa Z. Wood 

  
	
   

  	
   

  	
   

  	
  Title:   President & Controller

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER POWER
  COMPANY LTD. 

  LA SOCIETE D’ENERGIE FOSTER WHEELER LTEE

  
	
   

  
	
  By:

  	
  /s/ Kevin C. Hagan

  	
   

  
	
   

  	
  Name: Kevin C. Hagan

  
	
   

  	
  Title:   Treasurer

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER CANADA
  LTD.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Bruce T. Young

  	
   

  
	
   

  	
  Name: Bruce T. Young

  
	
   

  	
  Title:
  President & Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ronald R. Thau

  	
   

  
	
   

  	
  Name: Ronald R. Thau

  
	
   

  	
  Title:   Assistant Treasurer

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER EUROPE

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Franco Baseotto

  	
   

  
	
   

  	
  Name: Franco Baseotto

  
	
   

  	
  Title: Director

  



 


Amendment No. 3


 

















 


	
  FW HUNGARY LICENSING
  LIMITED

    LIABILITY COMPANY

  
	
   

  
	
  By:

  	
   /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:  Rakesh K. Jindal

  
	
   

  	
  Title:    Managing Director

  



 


Amendment No. 3


 

















 


	
  FINANCIAL SERVICES S.À
  R.L.

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:  Rakesh K. Jindal

  
	
   

  	
  Title:    Manager

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER
  (MALAYSIA)

    SDN. BHD.

  
	
   

  
	
  By:

  	
  /s/ K.E. Batchelor

  	
   

  
	
   

  	
  Name: K.E. Batchelor 

  
	
   

  	
  Title: Director

  



 


Amendment No. 3


 
















 


	
  FOSTER WHEELER
  CONTINENTAL B.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name: 

  	
  Rakesh K. Jindal

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FW NETHERLANDS C.V.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Franco Baseotto

  	
   

  
	
   

  	
  Name:

  	
  Franco Baseotto

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President,

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer
  and

  	
   

  
	
   

  	
   

  	
  Treasurer of Foster
  Wheeler LLC,

  the General Partner

  	
   

  



 


Amendment No. 3


 

















 


	
  F.W.- GESTAO E SERVIÇOS,
  S.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:

  	
  Rakesh K. Jindal

  	
   

  
	
   

  	
  Title

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lisa Z. Wood

  	
   

  
	
   

  	
  Name:

  	
  Lisa Z. Wood

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER ASIA

    PACIFIC PTE. LTD.

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Franco Anselmi

  	
   

  
	
   

  	
  Name:

  	
  Franco Anselmi

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


Amendment No. 3


 

















 


	
  P.E. CONSULTANTS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:

  	
  Rakesh K. Jindal

  
	
   

  	
  Title:

  	
  Director

  
					



 


Amendment No. 3


 

















 


	
  MANOPS LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ L. Dupagne

  	
   

  
	
   

  	
  Name:  L. Dupagne

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ F. Bird

  	
   

  
	
   

  	
  Name:  F. Bird

  
	
   

  	
  Title:  Director

  
				



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER CARIBE

  
	
    CORPORATION,
  C.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Bruce T.
  Young

  	
   

  
	
   

  	
  Name:

  	
  Bruce T. Young

  
	
   

  	
  Title:

  	
  Director

  
					



 


Amendment No. 3


 
















 


	
  FW OVERSEAS OPERATIONS
  LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lisa Z. Wood

  	
   

  
	
   

  	
  Name:

  	
  Lisa Z. Wood

  
	
   

  	
  Title:

  	
  Director

  
					



 


Amendment No. 3


 

















 


	
  FOSTER WHEELER (GIBRALTAR)

    HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:

  	
  Rakesh K. Jindal

  
	
   

  	
  Title:

  	
  Director

  
					



 


Amendment No. 3


 

















 


	
  FW FINANCIAL HOLDINGS
  GmbH

  
	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh K. Jindal

  	
   

  
	
   

  	
  Name:

  	
  Rakesh K. Jindal

  
	
   

  	
  Title:

  	
  Director

  
					



 


Amendment No. 3


 

















 


	
  BIOKINETICS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William Brydges

  	
   

  
	
   

  	
  Name:  William
  Brydges

  
	
   

  	
  Title:  President

  
				



 


Amendment No. 3


 

















 


ADMINISTRATIVE
AGENT


 


	
   

  	
  BNP PARIBAS, as

  
	
   

  	
    Administrative
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jamie Dillon

  
	
   

  	
   

  	
  Name: Jamie Dillon

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Mack

  
	
   

  	
   

  	
  Name: Joseph Mack

  
	
   

  	
   

  	
  Title: Vice President

  



 


Amendment No. 3