Exhibit 4.21


 


COMMON
STOCK, PREFERRED STOCK AND SENIOR SECURED NOTES


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


 


THIS REGISTRATION RIGHTS
AGREEMENT is made and entered into as of [___________], 2004 by and among
Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited
liability company, the subsidiary guarantors signatory hereto (the “Guarantors” and, together with Foster
Wheeler Ltd. and Foster Wheeler LLC, the “Issuers”)
and the Holders, as defined below.


 


This Agreement is made
pursuant to Issuers’ exchange offer and consent solicitation (the “Exchange”), pursuant to which (i) the
holders of the Convertible Notes (as defined below) and Robbins Bonds (as
defined below) will agree to exchange Convertible Notes and Robbins Bonds,
respectively, for Common Stock (as defined below) and Preferred Stock (as
defined below), (ii) the holders of the Trust Securities (as defined
below) will agree to exchange Trust Securities for Common Stock and Preferred
Stock, and (iii) the holders of the 2005 Notes (as defined below) will
agree to exchange 2005 Notes for Common Stock, Preferred Stock and the
Series A Notes (as defined below), in each case upon terms substantially
as set forth in the Form S–4 (as defined below).  Concurrently with the Exchange, the Issuers
are offering (the “Concurrent Offering”)
in a separate private transaction the Series B Notes (as defined below)
for cash to certain holders of the Convertible Notes and the 2005 Notes.  In order to induce the Holders to enter into
the Exchange and to purchase the Series B Notes in the Concurrent
Offering, the Issuers have agreed to provide to the Holders (as defined below)
the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to
the closing of the Exchange and the Concurrent Offering.


 


1.               Definitions.


 


As used in this Agreement, the following terms shall have the following
meanings:


 


“2005 Notes” means the 63⁄4% Notes due
November 15, 2005, in a currently outstanding aggregate principal amount
of approximately $200,000,000, issued by Foster Wheeler Corporation (as
succeeded by Foster Wheeler LLC) pursuant to the 2005 Notes Indenture.


“2005 Notes Indenture” means the Indenture
dated as of November 15, 1995, as supplemented by the First Supplemental
Indenture dated as of May 25, 2001 and the Second Supplemental Indenture
dated as of August 16, 2002, between Foster Wheeler Corporation (as
succeeded by Foster Wheeler LLC), the subsidiary co-obligors and guarantors
named therein, and Harris Trust and Savings Bank (as succeeded by BNY Midwest
Trust Company), as trustee.


“Agreement” means this Registration Rights
Agreement (including any agreements incorporated herein).


 

















 


“Beneficial Owner” has the meaning assigned
to such term in Rule 13d–3 and Rule 13d–5 under the
Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), such “person” will be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficial Ownership” and
“Beneficially Owned” have correlative meanings.


“Business Day” means each day, other than a
Saturday or Sunday, that is not a day on which banking institutions in The City
of New York are authorized or obligated by law or executive order to close.


“Concurring Opinion” has the meaning set
forth in Section 5(b) hereof.


“Commission” means the United States
Securities and Exchange Commission, or any successor governmental agency or
authority.


“Common Stock” means the Common Shares,
$1.00 par value per share, of Foster Wheeler Ltd.


“Convertible Notes” means the 6.50%
Convertible Subordinated Notes due 2007, in a currently outstanding aggregate
principal amount of approximately $210,000,000, issued by Foster Wheeler Ltd.
pursuant to the Convertible Notes Indenture.


“Convertible Notes Indenture” means the
Indenture dated as of May 31, 2001, as amended by the First Supplemental
Indenture dated as of February 20, 2002, among Foster Wheeler Ltd., Foster
Wheeler LLC, as guarantor, and BNY Midwest Trust Company, as trustee.


“Cutback Registration” means any
registration or Piggyback Registration to be effected as an underwritten Public
Offering in which the managing underwriter with respect thereto advises Foster
Wheeler Ltd. and the Holders in writing that, in its opinion, the number of
securities requested to be included in such registration (including securities
of Foster Wheeler Ltd. which are not Registrable Securities) exceed the number
which can be sold in such offering without a material reduction in the selling
price anticipated to be received for the securities to be sold in such Public
Offering.


“Damages Accrual Period” has the meaning set
forth in Section 2(e) hereof.


“Damages Payment Date” means March 31st,
June 30th, September 30th and December 31st
for each year.


“Deferral Notice” has the meaning set forth
in Section 4(i) hereof.


“Deferral Period” has the meaning set forth
in Section 4(i) hereof.


“Effectiveness Deadline” has the meaning set
forth in Section 2(a) hereof.


 


2

















 


“Effectiveness Period” means the period
beginning on the date the Registration Statement is declared effective by the
Commission and ending on the date when all Registrable Securities covered by
the Registration Statement cease to be outstanding or otherwise to be Registrable
Securities.


“Event” has the meaning set forth in
Section 2(e) hereof.


“Event Date” has the meaning set forth in
Section 2(e) hereof.


“Event Termination Date” has the meaning set
forth in Section 2(e) hereof.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


“Exchange Offer Registration Statement”
means the registration statement pursuant to which Foster Wheeler LLC offers to
exchange Series B Notes issued in the Concurrent Offering for a like
aggregate principal amount of Series A Notes that have been registered
under the Securities Act.


“Exit Funding Agreement” means that certain
agreement dated as of October 15, 1999 between Foster Wheeler Corporation
(as succeeded by Foster Wheeler LLC) and Suntrust Bank, Central Florida,
National Association, as trustee, relating to the Robbins Bonds.


“Filing Deadline” has the meaning set forth
in Section 2(a) hereof.


“Form S–4” means the Registration
Statement on Form S–4 of the Issuers, including the documents
incorporated by reference therein, as declared effective by the Commission on
[_____], 2004, as amended by any post effective amendment thereto or
supplemented by any prospectus supplement prior to the date hereof and
including any Rule 462(b) Registration Statement.


“Guarantees” means the guarantees of the
Senior Notes by each of the Guarantors.


“Holder” means the holders listed on
Schedule A hereto.


“Liquidated Damages Amount” has the meaning
set forth in Section 2(e) hereof.


“Material Event” has the meaning set forth
in Section 4(i) hereof.


“Notice of Piggyback Registration” has the
meaning set forth in Section 3(a).


“Person” means any natural person,
corporation, general partnership, limited partnership, limited liability
company, proprietorship, other business organization, trust, union or
association.


“Piggyback Registration” means any
registration of equity securities of Foster Wheeler Ltd. under the Securities
Act (other than any registration statements on Form S-8, a registration in
respect of a dividend reinvestment or similar plan for stockholders of Foster
Wheeler Ltd. or on Form S–4 promulgated by the Commission), whether
for sale for the account of Foster


 


3

















 


Wheeler
Ltd. or for the account of any holder of securities of Foster Wheeler Ltd.
(other than Registrable Securities).


“Preferred Stock” means the Series B
Convertible Preferred Shares of Foster Wheeler Ltd. to be issued in the
Restructuring, which shall be optionally convertible into shares of the Common
Stock upon the affirmative majority vote of its shareholders to increase the
share capital of Foster Wheeler Ltd. as set forth in the S-4.


“Private Exchange” has the meaning set forth
in Section 4(l) hereof.


“Private Exchange Securities” has the
meaning set forth in Section 4(l) hereof.


“Prospectus” means the prospectus included
in any Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 415 promulgated under
the Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.


“Public Offering” means any offering of
(i) Common Stock or Preferred Stock or securities of the same class as the
Common Stock or Preferred Stock to the public, either on behalf of Foster
Wheeler Ltd. or any of its securityholders, pursuant to an effective
registration statement under the Securities Act (other than any registration
statements on Form S-8, a registration in respect of a dividend reinvestment or
similar plan for stockholders of Foster Wheeler Ltd. or on Form S–4
promulgated by the Commission) or (ii) Senior Securities on behalf of the
Holders, pursuant to an effective Registration Statement.


“Record Holder” means with respect to any
Damages Payment Date relating to any Common Stock, Preferred Stock or Senior
Securities as to which any Liquidated Damages Amount has accrued, the Holder in
whose name such Common Stock, Preferred Stock or Senior Securities, as the case
may be, is registered on the 15th day of the month of the Damages Payment Date,
or when the Event is cured, the registered Holder on the date of such cure.


“Registrable
Securities” means the Common Stock, the Preferred Stock (including
any security issued with respect to the Common Stock or the Preferred Stock
upon any stock dividend, split or similar events) and the Senior Securities
held by any Holder and any securities into or for which such Common Stock,
Preferred Stock or the Senior Securities have been or may be converted or
exchanged, provided, that no Common Stock or Preferred Stock purchased
by the Holders after the date of the Exchange shall be included as Registrable
Securities, until, in the case of any such security, the earliest of
(a) its resale in accordance with a Registration Statement covering it,
(b) its sale pursuant to Rule 144 under the Securities Act or in any other
transaction in which the applicable purchaser does not receive “restricted
securities” (as such term is defined for the purposes of Rule 144 under the
Securities Act), (c) the date that is five years after the date a
Registration Statement is first declared effective by the Commission,
(d) such date as the Holder or any group of “persons” (as that term is
used in Section 13(d)(3) of the Exchange Act) which it is a part
Beneficially Owns less than 5% of the Common Stock; provided, that no
Common Stock, Preferred Stock, Senior Notes or any other securities of the
Company or its subsidiaries acquired by a Holder after the date hereof (other
than as a result of


 


4

















 


stock
dividends, splits or similar events) shall be included for purposes of
determining any Holder’s Beneficial Ownership as of any date or (e) such
date as nationally recognized counsel for the Issuers who is experienced in
such matters has delivered an opinion to such Holder stating that in such
counsel’s opinion, and assuming such Holder owns no securities of the Company
and its subsidiaries other than the securities Beneficially Owned by such
Holder on such date calculated in accordance with clause (d) hereof, such
Holder is not an “affiliate” of the Issuers (as such term is defined for
purpose of Rule 144 under the Securities Act) and all of such securities
Beneficially Owned by such Holder on the date hereof calculated in accordance
with Clause (d) hereof may be sold by such Holder without registration under
the Securities Act and such Holder has delivered notice to Foster Wheeler Ltd.
that it has obtained a Concurring Opinion.


“Registration Expenses” has the meaning set
forth in Section 6 hereof.


“Registration Statement” means any
registration statement of the Issuers that covers any of the Registrable
Securities (other than the Exchange Offer Registration Statement) pursuant to
the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.


“Restructuring” means the restructuring of
the debt and equity capital of the Issuers substantially as set forth in the
Form S–4.


“Robbins Bonds” means the Series 1999 C
Bonds and Series 1999 D Bonds (as such terms are used in the Exit Funding
Agreement) in a currently outstanding aggregate principal amount of
approximately $109,000,000 supported by the Exit Funding Agreement.


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated by the Commission
thereunder.


“Senior Notes” means, collectively, the
Series A Notes and the Series B Notes.


“Senior Notes Indenture” means the indenture
to be entered into by the Issuers and the trustee named therein, relating to
the Senior Securities.


“Senior Securities” means the Senior Notes
and the related Guarantees.


“Series A Notes” means the Fixed Rate
Senior Secured Notes due 2011, Series A to be issued pursuant to the
Senior Notes Indenture in connection with (a) the Exchange,
(b) Series B Notes Exchange Offer, or (c) a Private Exchange.


“Series B Notes” means the Fixed Rate
Senior Secured Notes due 2011, Series B in an aggregate principal amount
of up to $120,000,000 to be issued by Foster Wheeler LLC pursuant to the Senior
Notes Indenture.


“Series B Notes Exchange Offer” means the
exchange and issuance by Foster Wheeler LLC of a principal amount of
Series A Notes (which shall be registered pursuant to the Exchange


 


5

















 


Offer
Registration Statement) equal to the outstanding principal amount of
Series B Notes that are tendered by such Holders in connection with such
exchange and issuance.


“Series B Notes Registration Rights Agreement”
means the registration rights agreement, dated [________], 2004 by and among
the Issuers and each of the purchasers of the Series B Notes in the
Concurrent Offering.


“Shelf Registration Statement” has the
meaning set forth in Section 2(a) hereof.


“Subsequent Shelf Registration Statement”
has the meaning set forth in Section 2(c) hereof.


“Total Number of Registrable Securities”
means with respect to any Record Holder, the sum of (i) the number of
shares of Common Stock registered to such Record Holder, (ii) the number
of shares of Preferred Stock registered to such Record Holder and
(iii) the quotient of the aggregate principal amount of Senior Notes
registered to such Record Holder divided by $1,000.


"Trust Securities" means the 9.00%
Preferred Securities, Series I in a currently outstanding liquidation amount of
$175,000,000 issued by FW Capital Trust I and guaranteed by Foster Wheeler Ltd.
and Foster Wheeler LLC.


 


2.             Shelf Registration.


 


(a)           The Issuers shall, for the benefit of the Holders, at the
Issuers’ cost, comply with all the provisions of Sections 4(a) through
4(o) hereof and shall use its commercially reasonable best efforts to
(i) prepare and not later than 45 days following the date hereof (the “Filing Deadline”), file with the
Commission, a registration statement on an appropriate form under the
Securities Act permitting registration of the Registrable Securities for resale
by the Holders to be made on a delayed or continuous basis (including in an
underwritten offering) in accordance with a plan of distribution provided by
counsel to the Holders and reasonably acceptable to the Issuers (a “Shelf Registration Statement”),
(ii) cause the Shelf Registration Statement to be declared effective not
later than 90 days after the date hereof (the “Effectiveness Deadline”), and (iii) keep the Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period.


 


(b)           At the time the Shelf Registration Statement is declared
effective, each Holder shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law.  None
of the Issuers or the securityholders of any of the Issuers (other than the
Holders of Registrable Securities) shall have the right to include any of the
securities of the Issuers in the Shelf Registration Statement.


 


(c)           If the Shelf Registration Statement ceases to be effective
for any reason at any time during the Effectiveness Period, the Issuers shall
use their commercially reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within
45 days of such cessation of effectiveness amend the Shelf Registration
Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or promptly file an additional Shelf
Registration Statement covering all of the securities that as of the date of
such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”).  If a Subsequent Shelf Registration Statement
is filed, the Issuers shall use their commercially reasonable efforts to cause
the Subsequent Shelf Registration


 


6

















 


Statement to become effective as promptly as
is practicable after such filing and to keep such Shelf Registration Statement
(or subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period.


 


(d)           The Issuers shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Issuers for such Shelf
Registration Statement, if required by the Securities Act or, as reasonably
requested by a registered Holder.


 


(e)           The parties hereto agree that the Holders of the
Registrable Securities will suffer damages, and that it would not be feasible
to ascertain the extent of such damages with precision, if (i) the Shelf
Registration Statement has not been filed on or prior to the Filing Deadline,
(ii) the Shelf Registration Statement has not been declared effective
under the Securities Act on or prior to the Effectiveness Deadline, or
(iii) the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted in respect of such period pursuant to
Section 4(i) hereof (each of the events of a type described in any of the
foregoing clauses (i) through (iii) are individually referred to herein as
an “Event”,
and the Filing Deadline in the case of clause (i), the Effectiveness
Deadline in the case of clause (ii), and the date on which the aggregate
duration of Deferral Periods in any period exceeds the number of days permitted
by Section 4(i) hereof in the case of clause (iii), being referred to
herein as an “Event Date”).  Events
shall be deemed to continue until the “Event Termination Date”, which shall be the
following dates with respect to the respective types of Events: the date the
Shelf Registration Statement is filed in the case of an Event of the type
described in clause (i), the date the Shelf Registration Statement is
declared effective under the Securities Act in the case of an Event of the type
described in clause (ii), and termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 4(i) to be exceeded in the case of the commencement of an
Event of the type described in clause (iii).


 


Accordingly, commencing on
(and including) any Event Date and ending on (but excluding) the next date on
which there are no Events that have occurred and are continuing (a “Damages
Accrual Period”), the Issuers agree, jointly and severally to pay,
as liquidated damages and not as a penalty, an aggregate amount (the “Liquidated
Damages Amount”), payable on the Damages Payment Dates to Record
Holders of then outstanding Registrable Securities accruing for each portion of
such Damages Accrual Period beginning on and including a Damages Payment Date
(or, in respect of the first time that the Liquidation Damages Amount is to be
paid to Holders on a Damages Payment Date as a result of the occurrence of any
particular Event, from the Event Date) and ending on, but excluding, the first
to occur of (A) the date of the end of the Damages Accrual Period or
(B) the next Damages Payment Date, at a rate per diem equal to
$13,698.64.  The Liquidated Damage
Amount shall be payable on a pro rata basis to each Record Holder of
Registrable Securities based on the Total Number of Registrable Securities
owned by such Record Holder (without giving effect to any Registrable
Securities acquired by such Record Holder after the date hereof, other than as
result of dividends, splits, exchanges or similar events) relative to the Total
Number of Registrable Securities owned of record by all Record Holders (without
giving effect to any Registrable Securities acquired by Record Holders after
the date hereof, other than as result of dividends, splits, exchanges or
similar events).  Notwithstanding the
foregoing, no Liquidated Damages Amounts shall accrue as


 


7

















 


to any Registrable Securities from and after
the earlier of (x) the date such security is no longer a Registrable
Security and (y) the expiration of the Effectiveness Period.  The rate of accrual of the Liquidated
Damages Amount with respect to any period shall not exceed the rate provided
for in this paragraph notwithstanding the occurrence of multiple concurrent
Events.  Following the cure of all
Events requiring the payment by the Issuers of Liquidated Damages Amounts to
the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated
Damages Amounts will cease (without in any way limiting the effect of any
subsequent Event requiring the payment of the Liquidated Damages Amount by the
Issuers).


 


Notwithstanding the
foregoing, the parties agree that the sole monetary damages payable for a
violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages.  Nothing shall preclude a Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.


 


All of the respective
obligations of the Issuers set forth in this Section 2(e) that are
outstanding with respect to any Registrable Securities at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 20).


 


The parties hereto agree
that the liquidated damages provided for in this Section 2(e) constitute a
reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of a Shelf Registration
Statement to be filed or declared effective or available for effecting resales
of Registrable Securities in accordance with the provisions hereof.


 


(f)            If any registration of Registrable Securities effected in
accordance with Section 2(a) becomes a Cutback Registration, Foster
Wheeler Ltd. will include in any such registration, to the extent of the number
which the managing underwriter advises Foster Wheeler Ltd. can be sold in such
offering, Registrable Securities, pro rata on the basis of the number of
Registrable Securities held by the Holders.


 


3.             Piggyback Registrations.


 


(a)           Notwithstanding any limitation
contained in Section 2, if Foster Wheeler Ltd. at any time proposes after
the date hereof to effect a Piggyback Registration, it will at each such time
give prompt written notice (a “Notice of
Piggyback Registration”), at least 30 days prior to the anticipated
filing date, to all Holders of its intention to do so and of such Holders’
rights under this Section 3, which Notice of Piggyback Registration shall
include a description of the intended method of disposition of such securities.  Upon the written request of any such Holder
made within 5 Business Days after receipt of a Notice of Piggyback Registration
(which request shall specify the shares of Common Stock and Preferred Stock that
are Registrable Securities intended to be disposed of by such Holder and the
intended method of disposition thereof), Foster Wheeler Ltd. will, subject to
the other provisions of this Agreement, include in the registration statement
relating to such Piggyback Registration all of the shares of Common Stock


 


8

















 


and
Preferred Stock requested to be included that are Registrable Securities, to
the extent requisite to permit the disposition of such Registrable Securities
in accordance with the intended method of disposition set forth in the Notice
of Piggyback Registration. 
Notwithstanding the foregoing, if, at any time after giving a Notice of
Piggyback Registration and prior to the effective date of the registration
statement filed in connection with such registration, Foster Wheeler Ltd. shall
determine for any reason not to register or to delay registration of such
securities, Foster Wheeler Ltd. may, at its election, give written notice of
such determination to each Holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the registration expenses in connection therewith) and
(ii) in the case of a determination to delay registering, shall be
permitted to delay registering any Registrable Securities for the same period
as the delay in registering such other securities.  No registration effected under this Section 3 shall relieve
any of the Issuers of their obligations to effect a Registration under
Section 2.


(b)           If a Piggyback Registration becomes a
Cutback Registration, Foster Wheeler Ltd. will include in such registration, to
the extent of the amount or kind of securities which the managing underwriter
advises Foster Wheeler Ltd. can be sold in such offering without adversely
affecting the success of such offering, (x) first, the securities proposed
by the Issuers to be sold for its own account, (y) second, pro rata on the
basis of the number of equity securities that are Registrable Securities held
by the Holders, and (z) third, any securities of Foster Wheeler Ltd.
(other than Registrable Securities) proposed to be included in such
registration, allocated among the holders thereof in accordance with the
priorities then existing among Foster Wheeler Ltd. and such holders and any
securities to excluded shall be withdrawn from and shall not be included in
such Piggyback Registration.


4.             Registration Procedures.


 


In connection with the registration obligations of the Issuers under
Section 2 and Section 3 hereof:


 


(a)           As far in advance as
practical, but not less than seven Business Days, before filing a Prospectus,
Registration Statement or any amendment or supplement thereto, the Issuers shall
furnish to the counsel referred to in Section 6 copies of reasonably
complete drafts of all such documents proposed to be filed (including exhibits)
and use their commercially reasonable efforts to reflect in each such document
when so filed with the Commission such comments as such counsel reasonably
shall propose within five Business Days after receipt of such filing; provided,
that in any event any Holder shall have reasonable opportunity to object to any
information pertaining solely to such Holder that is contained therein and the
Issuers shall use their commercially reasonable best efforts to make the
corrections reasonably requested by such Holder with respect to such
information prior to filing any such Prospectus, Registration Statement or
amendment or supplement thereto.


 


(b)           The Issuers shall
use their commercially reasonable best efforts to (i) prepare and file
with the Commission such amendments and post effective amendments to each
Registration Statement as may be necessary to keep such


 


9

















 


Registration
Statement continuously effective for the applicable period specified in
Section 2(a), (ii) cause the related Prospectus to be supplemented by
any required prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities
Act, and (iii)  to comply with the provisions of the Securities Act
applicable to them with respect to the disposition of all securities covered by
such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.


 


(c)           As promptly as
practicable, the Issuers shall give notice to the Holders (which notice shall
be in a manner appropriate under the circumstances, which may or may not be the
manner of notice described in Section 12 hereof) (i) when any
Prospectus, prospectus supplement, Registration Statement or post effective
amendment to a Registration Statement has been filed with the Commission and,
with respect to a Registration Statement or any post effective amendment, when
the same has been declared effective, (ii) of any request, following the
effectiveness of a Registration Statement under the Securities Act, by the
Commission or any other Federal or state governmental authority for amendments
or supplements to any Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the Commission or any
other Federal or state governmental authority of any stop order suspending the
effectiveness of any Registration Statement or the initiation or threatening of
any proceedings for that purpose, (iv) of the receipt by the Issuers of
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details
concerning) a Material Event (provided, however, that no notice
by the Issuers shall be required pursuant to this clause (v) in the event
that the Issuers either promptly files or causes to be filed a prospectus
supplement to update the Prospectus or a Form 8–K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading) and (vi) of the determination by the Issuers
that a post effective amendment to a Registration Statement will be filed with
the Commission, which notice may, at the discretion of the Issuers (or as
required pursuant to Section 4(i)), state that it constitutes a Deferral
Notice, in which event the provisions of Section 4(i) shall apply.  As promptly as practicable after receipt
thereof, the Issuers shall give the counsel referred to in Section 6
hereof copies of any comments received from the Commission with respect to any
Registration Statement and responses thereto.


 


(d)           The Issuers shall
use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment.


 


10

















 


(e)           If reasonably
requested by any Holder, the Issuers shall as promptly as reasonably
practicable incorporate in a prospectus supplement or post effective amendment
to a Registration Statement such information as the Holder shall, on the basis
of an opinion of nationally-recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such prospectus supplement or such post effective
amendment; provided, that the Issuers shall not be required to take any
actions under this Section 4(e) that are not, in the opinion of counsel
for the Issuers, in compliance with applicable law.


 


(f)            As promptly as
reasonably practicable, the Issuers shall furnish to each Holder, upon their
request and without charge, at least one conformed copy of the Registration
Statement and any amendment thereto, including financial statements, schedules,
all documents incorporated or deemed to be incorporated therein by reference
and all exhibits.


 


(g)           During the
Effectiveness Period, the Issuers shall deliver to each Holder in connection
with any sale of Registrable Securities pursuant to a Registration Statement,
without charge, as many copies of the Prospectus or Prospectuses relating to
such Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such Holder may reasonably request.  Upon effectiveness and in connection with
any amendment or deemed amendment and any closing for an underwritten offering,
the Issuers shall deliver to each Holder (i) an opinion of counsel
regarding such Registration Statement and the Prospectus to the effect that
such Registration Statement and Prospectus does not contain an untrue statement
of material fact and does not omit any material fact necessary to make such
information in light of the circumstances when made not materially misleading
and such other matters as are typically covered in opinions for underwritten
offerings, and (ii) a “comfort” letter with respect to such Registration
Statement and the Prospectus, all amendments and supplements thereto and all
documents incorporated or deemed to be incorporated by reference therein, from
the Issuers’ independent certified public accountants, such letter to be in
customary form and covering matters of the type customarily covered in
“comfort” letters to underwriters in connection with similar underwritten
offerings; and the Issuers hereby consent (except during such periods that a
Deferral Notice is outstanding and has not been revoked) to the use of such
Prospectus or each amendment or supplement thereto by each Holder in connection
with any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth
therein.


 


(h)           Prior to any Public
Offering of the Registrable Securities pursuant to the Shelf Registration
Statement, the Issuers shall (i) use their commercially reasonable efforts
to register or qualify or cooperate with the Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States or
with any other applicable governmental agencies, in each case, as any Holder
reasonably requests by written notice to the Issuers, and


 


11

















 


(ii) use
their best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Holder’s offer and sale of Registrable Securities pursuant to such
registration or qualification (or exemption therefrom) and do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided,
that the Issuers will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement, or (ii) take any
action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.


 


(i)            Upon (A) the
issuance by the Commission of a stop order suspending the effectiveness of the
Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 10(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any fact (a “Material
Event”) as a result of which any Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or
existence of any pending corporate development with respect to the Issuers
that, in the discretion of the Issuers, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus,
then (i) in the case of clause (B) above, subject to the next
sentence, the Issuers shall, as promptly as practicable, use their commercially
reasonable best efforts to prepare and file a post effective amendment to such
Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Registration Statement and
Prospectus so that such Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
such Prospectus does not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a post
effective amendment to a Registration Statement, subject to the next sentence,
use their commercially reasonable efforts to cause it to be declared effective
as promptly as is reasonably practicable, and (ii) the Issuers shall give
notice to the Holders that the availability of the Shelf Registration Statement
is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice,
each Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or
until it is advised in writing by the Issuers that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.  The Issuers shall use their commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed


 


12

















 


(x) in
the case of clause (A) above, as promptly as is practicable, (y) in
the case of clause (B) above, as soon as, in the good faith judgment of
the Issuers, public disclosure of such Material Event would not be materially
prejudicial to or contrary to the interests of the Issuers or, if necessary to
avoid unreasonable burden or expense, as soon as reasonably practicable
thereafter and (z) in the case of clause (C) above, as soon as, in
the discretion of the Issuers, such suspension is no longer appropriate.  The period during which the availability of
the Registration Statement and any Prospectus is suspended (the “Deferral
Period”) shall, without the Issuers incurring any obligation to pay
liquidated damages pursuant to Section 2(e), not exceed 45 days, and
their shall not occur more than two such Deferral Periods in any consecutive 12–month
period.


 


(j)            The Issuers shall
make reasonably available for inspection during normal business hours by
representatives for the Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Holders all relevant
financial and other records, pertinent corporate documents and properties of
the Issuers and their subsidiaries, and cause the appropriate executive
officers, directors and designated employees of the Issuers and their
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representatives for
the Holders or any such broker-dealers, attorneys or accountants in connection
with such disposition, in each case as is customary for similar “due diligence” examinations; provided,
however, that such persons shall first agree in writing with the Issuers
that any information that is reasonably and in good faith designated by the
Issuers in writing as confidential at the time of delivery of such information
shall be kept confidential by such persons and shall be used solely for the
purposes of exercising rights under this Agreement, unless (i) disclosure
of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities,
(ii) disclosure of such information is required by law (including any
disclosure requirements pursuant to Federal securities laws in connection with
the filing of any Registration Statement or the use of any Prospectus referred
to in this Agreement), (iii) such information becomes generally available
to the public other than as a result of a disclosure or failure to safeguard by
any such person, or (iv) such information becomes available to any such
person from a source other than the Issuers and such source is not, to such
person’s knowledge, bound by a confidentiality agreement; and provided, further,
that the foregoing inspection and information gathering shall, to the greatest
extent possible, be coordinated on behalf of all the Holders and the other
parties entitled thereto by the counsel referred to in Section 6.


 


(k)           The Issuers shall
comply with all applicable rules and regulations of the Commission and shall
make generally available to their securityholders earning statements (which
need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12–month
period (or 90 days after the end of any 12–month period if such
period is a fiscal year) commencing on the first day of the first fiscal
quarter commencing after the effective date of a Registration Statement, which
statements shall cover said 12–month periods.


 


13

















 


(l)            The Issuers shall
cooperate with each Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold pursuant to a
Registration Statement.  Foster Wheeler
LLC shall issue, upon the request of any Holder of Series B Notes covered
by the Shelf Registration Statement, Series A Notes having an aggregate
principal amount equal to the aggregate principal amount of Series B Notes
sold pursuant to the Shelf Registration Statement and surrendered to Foster
Wheeler LLC for cancellation.  The
Issuers shall also upon the request of any Holder, issue and deliver to such
Holder, in exchange (the “Private Exchange”)
for the Series B Notes held by such Holder, a like principal amount of
Series A Notes that are identical in all material respects to the Series A
Notes (the “Private Exchange Securities”)
(and which are issued pursuant to the Senior Notes Indenture except for the
placement of a restrictive legend on such Series A Notes issued pursuant
to the Private Exchange).  If possible,
Series A Notes issued pursuant to the Private Exchange shall bear the same
CUSIP number as the Series A Notes issued pursuant to the Exchange.  For purposes of complying with its
obligations pursuant to this clause (l), Foster Wheeler LLC shall register
Series A Notes on the Shelf Registration Statement and issue the
Series A Notes to the purchaser(s) of the Holders’ Series B Notes being
sold subject to the Shelf Registration Statement, that amount of Series A Notes
equal to the amount of Series B Notes so sold in lieu of such Series B Notes in
the names as such purchaser(s) shall designate.  In
connection with any sale of Private Exchange Securities by any Holder pursuant
to the Shelf Registration Statement, Foster Wheeler LLC shall in accordance
with the terms of the Indenture, remove the restrictive legend from such
Private Exchange Securities being sold and deliver securities without such
legend to the purchaser thereof as directed by such Holder.


 


                                The Indenture under which the
Series A Notes are issued will provide that Series A Notes issued in
the Exchange and the Private Exchange shall provide that the holders of any of
the Series A Notes (whether issued in the Exchange or the Private
Exchange) will vote and consent together on all matters (to which such holders
are entitled to vote or consent) as one class and that none of the holders of
the Series A Notes (whether issued in the Exchange or the Private
Exchange) will have the right to vote or consent as a separate class on any
matter (to which such holders are entitled to vote or consent).


 


(m)          The Issuers shall
provide a CUSIP number for all Registrable Securities covered by each
Registration Statement not later than the effective date of such Registration
Statement.


 


(n)           The Issuers shall
enter into such customary agreements, including underwriting agreements
containing customary provisions, and take all such other reasonable actions in
connection therewith (including those reasonably requested by the Holders of a
majority of the Registrable Securities or an underwriter), such as (without
limitation), including specified information in the Prospectus, in order to
expedite or facilitate disposition of such Registrable Securities.


 


14

















 


 


5.             Holder’s Obligations.


 


(a)           Each Holder agrees promptly to furnish to the Issuers all
information with respect to such Holder as may be required to be disclosed in
the Registration Statement under applicable law or pursuant to Commission
comments or as the Issuers may reasonably request and all material information
with respect to such Holder required to be disclosed in order to make the
information previously furnished to the Issuers by such Holder not misleading.


 


(b)           If counsel to the Issuers shall, on any date after a
Registration Statement has been declared effective, deliver to any Holder an
opinion described in clause (e) of the definition of Registrable Securities,
then such Holder shall, within 90 days of receipt of such opinion, at the sole
cost and expense of the Issuers, use its good faith efforts to obtain a
concurring opinion from nationally recognized counsel experienced in these
matters of its choosing, which shall be in form and substance satisfactory to
such Holder in its reasonable discretion (a “Concurring
Opinion”).  Upon receipt by
such Holder of a Concurring Opinion, such Holder shall promptly notify Foster
Wheeler Ltd. in writing that it has received such Concurring Opinion.  If a Holder has in accordance with the terms
of this Section 5 (b) sought and failed to obtain a Concurring Opinion such
Holder shall promptly notify Foster Wheeler Ltd. that it has failed to obtain
such Concurring Opinion and such Holder shall not be required to seek a
Concurring Opinion again until such time as the Issuers shall have delivered a
new opinion from Issuer’s counsel in accordance with clause (e) of the
definition of Registrable Securities. 
The Issuers shall not deliver an opinion to any Holder pursuant to the
immediately preceding sentence prior to such date that is at least 180 days
after the date such Holder has notified Foster Wheeler Ltd. that it has failed
to obtain a Concurring Opinion.


 


6.             Registration Expenses.


 


The Issuers shall, jointly
and severally, bear all fees and expenses incurred in connection with the
performance by the Issuers of their respective obligations under this Agreement
whether or not any of the Registration Statements are declared effective (the “Registration Expenses”).  Registration Expenses shall include, without
limitation, (a) all registration and filing fees (including, without
limitation, fees and expenses incurred with respect to (x) filings
required to be made with the National Association of Securities Dealers, Inc.
and (y) compliance with Federal and state securities or Blue Sky laws
(including, without limitation, reasonable fees and disbursements of the
counsel specified in the next sentence in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Holders of a majority of the Registrable Securities may
reasonably designate)), (b) any fees and disbursements of underwriters
customarily paid by issuers or sellers, (c) printing expenses,
(d) duplication expenses relating to copies of any Registration Statement
or Prospectus delivered to any Holders hereunder and (e) fees and
disbursements of counsel for the Issuers in connection with the Shelf
Registration Statement.  In addition,
the Issuers shall bear or reimburse the Holders for the reasonable fees and
disbursements of (i) one firm of legal counsel for the Holders, which
shall be a nationally recognized law firm experienced in securities law matters
designated by the Holders of a majority of the Registrable Securities and
(ii) such other legal counsel as the Holders may designate in accordance
with their obligations pursuant to Section 5(b) hereof.  In addition, the Issuers shall pay their
internal expenses (including, without


 


15

















 


limitation, all salaries and expenses of
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange and the fees and
expenses of any person, including special experts, retained by the Issuers.


 


7.             Indemnification; Contribution.


(a)           The Issuers agree, jointly and severally, to indemnify and
hold harmless each Holder, its directors, officers and each person, if any, who
controls any Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, as follows:


 


(i)            against any and all loss, liability,
claim, damage and related expense, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading;


 


(ii)           against any and all loss, liability,
claim, damage and related expense, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, provided that (subject to
Section 7(c) below) any such settlement is effected with the prior written
consent of the Issuers; and


 


(iii)          subject to Section 7(c) below,
against reasonable expenses (including the reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;


 


provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Issuers by or on behalf of such Holder or any person, if any, who controls any
such Holder expressly for use in the Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto); provided, further, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense
(1) arising from an offer or sale of Registrable Securities occurring
during a Deferral Period, after the Holder received a Deferral Notice, or
(2) if the Holder fails to deliver at or prior to the written confirmation
of sale, the most recent Prospectus furnished to it by the Issuers, as


 


16

















 


amended or supplemented, and such Prospectus,
as amended or supplemented, would have corrected such untrue statement or
omission or alleged untrue statement or omission of a material fact.


 


(b)           In connection with any Shelf Registration in which a
Holder is participating in and furnishing information relating to such Holder
to the Issuers in writing expressly for use in such Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or supplements
thereto, the Holders of Registrable Securities participating in such Shelf
Registration Statement agree, severally and not jointly, to indemnify and hold
harmless the Issuers, and each person, if any, who controls the Issuers within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Issuers by or on behalf of such Holder or
any person, if any, who controls any such Holder expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).


 


(c)           In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such
person (the “indemnified party”)
shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing,
but failure to so notify shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity, and the indemnifying party,
if the indemnifying party so elects, may, or upon request of the indemnified
party, shall assume the defense of such proceeding, including the employment of
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them (in which case counsel
designated by the indemnifying party shall not represent the indemnified
party), provided that, if the indemnifying party is obligated to pay the
fees and expenses of counsel for other indemnified parties, the indemnifying
party shall be obligated to pay only the fees and expenses associated with one
attorney or law firm (in addition to any local counsel) for the indemnified
parties, and all persons, if any, who control such indemnified party within the
meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, unless there exists a conflict of interest or separate and
different defenses among the indemnified parties.  The indemnifying party shall not be liable for any settlement of
any proceeding effected


 


17

















 


without its written consent, which may not be
unreasonably withheld or delayed, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. 
No indemnifying party shall, without the prior written consent of each
indemnified party, settle or compromise or consent to the entry of any judgment
with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this
Section 7 (whether or not each indemnified party is an actual or potential
party thereto), unless such settlement, compromise or consent (I) includes
an unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim, and (II) does
not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.


 


(d)           If the indemnification provided for in this Section 7
is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.


 


(e)           The relative fault of the Issuers on the one hand and the
Holders on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Issuers or by the Holder and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


(f)            The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this
Section 7.  The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 


(g)           Notwithstanding the provisions of this Section 7, an
indemnifying party that is a selling Holder shall not be required to indemnify
or contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission.


 


18

















 


(h)           No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


(i)            For purposes of this Section 7, each person, if any,
who controls any Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Holder, and each person, if any, who controls the Issuers
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Issuers.


 


8.             Information Requirements.


 


The Issuers covenant that,
if at any time during the Effectiveness Period, the Issuers are not subject to
the reporting requirements of the Exchange Act, they will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to such
exemptions.  The Issuers shall comply
with all such filing requirements, and, upon the written request to the Issuers
of any Holder, the Issuers shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a
statement has been included in the Issuers’ most recent report required to be
filed and filed pursuant to Section 13 or Section 15(d) of Exchange
Act.


 


9.             Underwritten Offerings.


 


(a)           In connection with any underwritten Public Offering being
effected pursuant to a Shelf Registration Statement, the Issuers shall enter
into an underwriting agreement in customary form with the underwriter or
underwriters, which shall include, among other provisions, indemnities
substantially to the effect and to the extent provided in Section 7 and,
if requested, customary holdback provisions. 
The holders of the Registrable Securities may, at their option, require
that any or all of the representations and warranties by, and the other
agreements on the part of, the Issuers to and for the benefit of such
underwriters also be made to and for their benefit and that any or all the
conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to their obligations.  Without limiting the foregoing, the Issuers
shall enter into such other agreements and documents as are customary in an
underwritten Public Offering, including, without limitation, those specified in
Section 4 hereof.


 


(b)           If Foster Wheeler Ltd. at any time proposes to register
any of its securities in a Piggyback Registration and such securities are to be
distributed by or through one or more underwriters, Foster Wheeler Ltd. shall
use its commercially reasonable best efforts to arrange for such underwriters
to include the Registrable Securities to be offered and sold by Holders among
the securities to be distributed by such underwriters, and such Holders shall
be obligated to sell their Registrable Securities in such Piggyback
Registration through such underwriters on


 


19

















 


the same terms and conditions as apply to the
other Foster Wheeler Ltd. securities to be sold by such underwriters in
connection with such Piggyback Registration. 
The Holders may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
Foster Wheeler Ltd. to and for the benefit of such underwriters also be made to
and for their benefit and that any or all the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be
conditions precedent to their obligations. 
Without limiting the foregoing, Foster Wheeler Ltd. shall enter into
such other agreements and documents as are customary in an underwritten Public
Offering, including, without limitation, those specified in Section 4
hereof.


 


10.          No Conflicting Agreements; Other Registration Rights.


 


                (a)           The Issuers are not, as of the date
hereof, a party to, nor shall the Issuers, on or after the date of this
Agreement, enter into, any agreement that conflicts with the rights granted to
the Holders in this Agreement.  The
Issuers represent and warrant that the rights granted to the Holders hereunder
do not in any way conflict with the rights granted to the respective holders of
the securities of the Issuers under any other agreements.


 


                (b)           The Issuers represent and warrant to
the Holders that there is not in effect on the date hereof any agreement by the
Issuers (other than this Agreement and the Series B Notes Registration
Rights Agreement) pursuant to which any holders of securities of the Issuers
have a right to cause the Issuers to register or qualify such securities under
the Securities Act or any securities or Blue Sky laws of any jurisdiction other
than an agreement to register securities on Form S-8 for certain officers of
the Company.  .


 


11.          Amendments and Waivers.


 


The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuers have obtained the
written consent of each Holder.  Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant
to this Section 11, whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.


 


12.          Notices.


 


All
notices and other communications provided for or permitted hereunder shall
(except with respect to the notice described in Section 4(c)) be made in
writing by hand delivery, by telecopier, by courier guaranteeing overnight
delivery or by first-class mail, return receipt requested, and shall be deemed
given (a) when made, if made by hand delivery, (b) upon confirmation,
if made by telecopier, (c) one Business Day after being deposited with
such courier, if made by overnight courier, or (d) on the date indicated
on the notice of receipt, if made by first-class mail, to the parties as
follows:


 


20

















 


(x)            if to a Holder, at the address for
such Holder appearing on the signature pages hereto with a copy to:


	
   

  	
  Milbank, Tweed, Hadley & McCloy LLP

  
	
   

  	
  1 Chase Manhattan Plaza

  
	
   

  	
  New York, New York  10005-1413

  
	
   

  	
  Telephone:  (212) 539-5000

  
	
   

  	
  Fax:  (212) 530-5219

  
	
   

  	
  Attention:  Dennis F. Dunne

  
	
   

  	
   

  
	
  (y)

  	
  if
  to the Issuers, to:

  
	
   

  	
   

  
	
   

  	
  Foster Wheeler Ltd.

  
	
   

  	
  Foster Wheeler LLC

  
	
   

  	
  c/o Foster Wheeler Inc.

  
	
   

  	
  Perryville Corporate Park

  
	
   

  	
  Clinton, New Jersey 
  08809-4000

  
	
   

  	
  Telephone:  (908) 730-4000

  
	
   

  	
  Fax:  (908) 730-5300

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
   

  	
  with
  a copy to:

  
	
   

  	
   

  
	
   

  	
  King & Spalding LLP

  
	
   

  	
  1185 Avenue of the Americas

  
	
   

  	
  New York, New York  10036-4003

  
	
   

  	
  Telephone:  (212) 556-2100

  
	
   

  	
  Fax:  (212) 556-2222

  
	
   

  	
  Attention:  Lawrence A. Larose

  



 


or to such other address as such person may
have furnished to the other persons identified in this Section 12 in
writing in accordance herewith.


 


13.          Approval of
Holders.


 


Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Issuers or their
subsidiaries shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


14.          Counterparts.


 


This Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be original and
all of which taken together shall constitute one and the same agreement.


 


21

















 


15.          Headings.


 


The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


16.          Governing Law.


 


This Agreement and any claim or controversy directly
or indirectly based upon or arising out of this Agreement or the transactions
contemplated by this Agreement (whether based on contract, tort or any other
theory) shall in all respects be governed by and construed in accordance with
the internal laws of the State of New York (without regard to any conflicts of
law provision that would require the application of the law of any other
jurisdiction).  The parties agree that
this Agreement was delivered in the State of New York.


 


17.          Severability.


 


If any term, provision,
covenant or restriction of this Agreement is held to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties shall be enforceable to the fullest extent
permitted by law.


 


18.          Entire Agreement.


 


Except as otherwise provided
in the Series B Notes Registration Rights Agreement, this Agreement is
intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and the registration rights granted by the Issuers with respect to the
Registrable Securities.  Except as
provided in the Series B Notes Registration Rights Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Issuers with respect to the Registrable Securities.  This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights.


 


19.          Termination.


 


This Agreement and the
obligations of the parties hereunder shall terminate upon the end of the
Effectiveness Period, except for (a) any liabilities or obligations under
Section 6 or 7 hereof, (b) the obligations to make payments of and provide
for liquidated damages under Section 2(e) hereof to the extent such
damages accrue prior to the end of the Effectiveness Period, each of which
shall remain in effect in accordance with its terms, and (c) the
provisions of Sections 20 and 21 which will survive the expiration or
termination of any provision hereunder or this Agreement (including
extensions).


 


22

















 


20.          Jurisdiction
and Process.


 


                The
Issuers agree that any legal action or proceeding arising out of or relating to
this Agreement or any other document executed in connection herewith, or any
legal action or proceeding to execute or otherwise enforce any judgment
obtained against the Issuers for breach hereof or thereof, or against any of
their properties brought in connection herewith or therewith, may be brought in
the courts of the State of New York or the United States District Court for the
Southern District of New York by or on behalf of any Holder, as such Holder may
elect, and the Issuers hereby irrevocably and unconditionally submit to the
non-exclusive jurisdiction of such courts for purposes of any such legal action
or proceeding.  The Issuers hereby agree
that service of process in any such proceeding may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to it at the address specified in Section 12 or
at such other address of which each Holder shall have been notified pursuant
thereto.  In addition, the Issuers
hereby irrevocably waive to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement or any other
document executed in connection herewith brought in the courts of the State of
New York or the United States District Court for the Southern District of New
York, and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.


 


                21.          Waiver of Jury Trial.


 


The Issuers hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this
Agreement or any other document executed in connection herewith, or any transactions contemplated hereby.


 


 


[signature
pages follow]


 


23

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 


	
   

  	
  FOSTER WHEELER LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOSTER WHEELER LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [GUARANTORS]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


24

















 


	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  



 


25

















 


Schedule
A


 


 


 


26