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Exhibit 4.6  


Execution Copy  




 SECURITY AGREEMENT  


Dated as of September 24, 2004 


from 


The
Grantors referred to herein 


as Grantors


to



WELLS
FARGO BANK, NATIONAL ASSOCIATION 


as Trustee










  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	PAGE

	SECTION 1.	 	Definitions	 	1
	SECTION 2.	 	Grant of Security	 	4
	SECTION 3.	 	Security for Obligations	 	8
	SECTION 4.	 	Grantors Remain Liable	 	8
	SECTION 5.	 	Delivery and Control of Security Collateral	 	9
	SECTION 6.	 	Maintaining the Account Collateral	 	10
	SECTION 7.	 	Intentionally Left Blank	 	10
	SECTION 8.	 	Maintaining Letter of Credit Rights and Giving Notice of Commercial Tort Claims	 	10
	SECTION 9.	 	Representations and Warranties	 	10
	SECTION 10.	 	Further Assurances	 	12
	SECTION 11.	 	Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts	 	13
	SECTION 12.	 	As to Intellectual Property Collateral	 	14
	SECTION 13.	 	Voting Rights; Dividends; Etc.	 	14
	SECTION 14.	 	As to Letter-of-Credit Rights	 	15
	SECTION 15.	 	Insurance Receivables	 	16
	SECTION 16.	 	Transfers and Other Liens	 	16
	SECTION 17.	 	Trustee Appointed Attorney-in-Fact	 	16
	SECTION 18.	 	Trustee May Perform	 	16
	SECTION 19.	 	Trustee Duties	 	17
	SECTION 20.	 	Remedies	 	17
	SECTION 21.	 	Indemnity and Expenses	 	19
	SECTION 22.	 	Intentionally Left Blank	 	20
	SECTION 23.	 	Amendments; Waivers; Trustee Actions; Additional Grantors; Etc.	 	20
	SECTION 24.	 	Notices; Etc	 	20
	SECTION 25.	 	Continuing Security Interest; Assignments under the Credit Agreement	 	21
	SECTION 26.	 	Release; Termination	 	21
	SECTION 27.	 	Security Interest Absolute	 	21
	SECTION 28.	 	Execution in Counterparts	 	22
	SECTION 29.	 	The Mortgages	 	22
	SECTION 30.	 	Governing Law	 	22
	SECTION 31.	 	Limitation of Liability	 	22




(i)







 


	Schedules	 	 	 	 
	Schedule I	 	—	 	Pledged Equity
	Schedule II	 	—	 	Pledged Debt
	Schedule III	 	—	 	Patents, Trademarks and Trade Names and Copyrights Schedule IV - Account Collateral
	Schedule V	 	—	 	Commercial Tort Claims
	Schedule VI-A	 	—	 	Secured Hedging Agreements
	Schedule VI-B	 	—	 	Original Secured Cash Management Agreements
	Schedule VII	 	—	 	Insurance Receivables
	Schedule VIII	 	—	 	Pledged Assets of Certain Grantors
	

Exhibits	
 	

 	
 	

 
	Exhibit A	 	—	 	Form of Security Agreement Supplement
	Exhibit B	 	—	 	Form of Account Control Agreement (Deposit Account/Securities Account)
	Exhibit C	 	—	 	Form of Consent and Agreement (Insurance Receivables)
	Exhibit D	 	—	 	Form of Securities Account Control Agreement (Securities Account)
	Exhibit E	 	—	 	Form of Intellectual Property Security Agreement
	Exhibit F	 	—	 	Form of Intellectual Property Security Agreement Supplement
	Exhibit G	 	—	 	Form of Perfection Certificate




(ii)








  



 
 

SECURITY AGREEMENT    
    


        SECURITY AGREEMENT dated as of September 24, 2004 made by FOSTER WHEELER LLC, a Delaware limited liability company (the
"Company"), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 23(b)) (the Company, the
Persons so listed and the Additional Grantors being, collectively, the "Grantors"), to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (together with
any successor trustee appointed pursuant to Article 7 of the New Indenture (as hereinafter defined), the "Trustee"). 


 
 

PRELIMINARY STATEMENTS.    
    


        (1)   The
Company, certain of the Grantors and the Trustee have entered into an Indenture dated as of the date hereof (said Indenture, as it may hereafter be amended, amended
and restated, supplemented or otherwise modified from time to time, being the "New Indenture"), providing for the issuance by the Company of Senior
Secured Notes due 2001, in an aggregate principal amount of up to $270,000,000 (the "Notes"), consisting of $150,000,000 of rollover notes and
$120,000,000 of upsized notes. 


        (2)   It
is a condition precedent to the issuance of the Notes under the New Indenture that the Grantors shall have entered into this Agreement in order to grant to the
Trustee for the benefit of the Secured Parties (as hereinafter defined) a security interest in the Collateral (as hereinafter defined). 


        (3)   Each
Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the New Indenture Documents (as hereinafter defined). 


        (4)   Certain
of the Grantors have entered into a Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 (said Agreement, as it
may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the "Credit Agreement"), with the Lenders
and the Agents (each as defined therein). 


        (5)   Pursuant
to an Intercreditor Agreement dated as of the date hereof (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise
modified from time to time, being the "Intercreditor Agreement") among Bank of America, N.A., in its capacities as Administrative Agent and Collateral
Agent (the "Collateral Agent") for the Lenders from time to time party to the Credit Agreement, and the Trustee, the Trustee has  inter alia agreed, on its
behalf and on behalf of the Noteholders, that the liens and security interests created pursuant to this Agreement shall be
junior and subordinate to the liens and security interests granted by the Grantors to the Collateral Agent as collateral security for the obligations of the Grantors under the Credit Agreement and for
certain other obligations designated as "Lender Obligations" in the Intercreditor Agreement. 


        NOW,
THEREFORE, in consideration of the premises and in order to induce the Noteholders to purchase and accept the Notes issued under the New Indenture, each Grantor hereby agrees with
the Trustee for the benefit of the Secured Parties as follows: 


        SECTION
1.    Definitions.    



        (a)    New Indenture Terms.    Terms defined in the New Indenture and not otherwise defined in this Agreement are used
in this Agreement as defined in the New Indenture. 


        (b)    UCC Terms.    Unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in
Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9. 



        (c)    Additional Terms.    The following additional terms have the following meanings: 


        "Foreign Subsidiary" means any Subsidiary of the Company created or organized under the laws of a jurisdiction outside the United States
of America. 


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        "Lender Security Agreement" means the security agreement dated as of August 16, 2002 (as amended, supplemented, restated or
otherwise modified from time to time) among the Company, certain Grantors (as defined in the Lender Security Agreement) and Bank of America, N.A., as collateral agent. 


        "New Indenture Documents" means the New Indenture and the "Collateral Documents" under and as defined in the New Indenture and any
documents that are designated under the New Indenture as "New Indenture Documents" for purposes of this Agreement, excluding, however, the Intercreditor Agreement. 



        "Note Obligations" means all indebtedness, obligations and liabilities of the Company and the other Grantors to the Noteholders from time
to time arising under or in connection with or related to (including under any guaranty of) or evidenced by the Notes or the New Indenture or any of the other New Indenture Documents, and all
extensions or renewals thereof, whether such indebtedness, obligations or liabilities are direct or indirect, otherwise secured or unsecured, joint or several, absolute or contingent, due or to become
due, whether for payment or performance, now existing or hereafter arising. Without limitation of the foregoing, such indebtedness, obligations and liabilities include the principal amount of the
Notes, premium, interest (including Post-Petition Interest), fees, indemnities or expenses under or in connection with (including all guaranties of) the Notes or the New Indenture, and all
extensions and renewals thereof, whether or not such indebtedness, obligations or liabilities were made in compliance with the terms and conditions of the New Indenture. Note Obligations shall remain
Note Obligations notwithstanding any assignment or transfer or any subsequent assignment or transfer of any of the Note Obligations or any interest therein. 


        "Noteholders" means the holders of Notes from time to time under the New Indenture. 



        "Obligor" means any Person obligated as an account debtor on an Assigned Agreement, Receivable or Related Contract. 


        "Perfection Certificate" means, with respect to any Grantor, a certificate substantially in the form of Exhibit G, completed and
supplemented with the schedules contemplated thereby, and signed by an officer of such Grantor. 


        "Post-Petition Interest" means any interest that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of the Company (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or
allowable as a claim in any such proceeding. 


        "Property Insurance Policy" shall mean any insurance policy maintained by the Company or any of its Subsidiaries covering losses with
respect to tangible real or personal property or improvements, but excluding coverage for losses from business interruption. 


        "Regulation S-X" means Regulation S-X under the Securities Act of 1933, as amended. 


        "Secured Parties" means, collectively, the Trustee and the Noteholders. 


        "3-16 Entity" means any entity with respect to which the Company files separate financial statements with the Securities and
Exchange Commission pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X. As of the date hereof, the 3-16 Entities consist of
Foster Wheeler Holdings Ltd., Foster Wheeler LLC, Foster Wheeler International Holdings Inc., Foster Wheeler International Corporation, Foster Wheeler Europe Limited, FW Netherlands
C.V., Financial Services S.a.r.l. and FW Hungary Licensing Limited Liability Company. 


        "UCC" means the Uniform Commercial Code as in effect, from time to time, in the State of New York;  provided that, if perfection or the effect of perfection or non
perfection or the priority of any security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes
of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority. 


2







 


        (d)    Terms Defined Elsewhere in this Agreement.    Each of the following terms is defined in the Section set forth
opposite such term: 



	Term
 
	 	Section
 

	Account Collateral	 	2(a)(vi)
	Account Control Agreement	 	6
	Additional Collateral	 	12(b)
	Additional Grantor	 	23(b)
	After-Acquired Intellectual Property	 	12(b)
	Agreement Collateral	 	2(a)(v)
	Asbestos Policy	 	15(a)
	Assigned Agreements	 	2(a)(v)
	Collateral	 	2(a)
	Collateral Agent	 	Preliminary Statement
	Commercial Tort Claims Collateral	 	2(a)(viii)
	Company	 	Introduction
	Computer Software	 	2(a)(vii)(E)
	Copyrights	 	2(a)(vii)(C)
	Credit Agreement	 	Preliminary Statement
	Equipment	 	2(a)(i)
	Grantors	 	Introduction
	Indemnified Party	 	21
	Initial Pledged Debt	 	2(a)(iv)(B)
	Initial Pledged Equity	 	2(a)(iv)(A)
	Insurance Receivables	 	2(a)(x)
	Intellectual Property Collateral	 	2(a)(vii)
	Intellectual Property Security Agreement	 	12(a)
	Intercreditor Agreement	 	Preliminary Statement
	Inventory	 	2(a)(ii)
	IP Security Agreement Supplement	 	2(a)(vii)(A)
	Licenses	 	2(a)(vii)(F)
	New Indenture	 	Preliminary Statement
	Notes	 	Preliminary Statement
	Other Deposit Accounts	 	2(a)(vi)(A)(3)
	Patents	 	2(a)(vii)(A)
	Pledged Account Bank	 	6
	Pledged Debt	 	2(a)(iv)(D)
	Pledged Equity	 	2(a)(iv)(C)
	Receivables	 	2(a)(iii)
	Related Contracts	 	2(a)(iii)
	Secured Obligations	 	3
	Securities Account Control Agreement	 	5(c)
	Securities Act	 	20(g)(i)
	Security Agreement Supplement	 	23(b)
	Security Collateral	 	2(a)(iv)
	Subagent	 	19(b)
	Trade Secrets	 	2(a)(vii)(D)
	Trademarks	 	2(a)(vii)(B)
	Trustee	 	Introduction




3







 

        SECTION
2.    Grant of Security.    


        (a)    The Grant.    Subject to subsections (b) and (c) below, each Grantor hereby pledges to the
Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in such Grantor's right, title and interest in and to the
following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising
(collectively, the "Collateral"): 



        (i)    all
equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof
and all accessions thereto and all software related thereto, including, without limitation, software that is imbedded in and is part of the equipment (any and all such property being the
"Equipment"); 


        (ii)   all
inventory in all of its forms, including, without limitation, (A) all raw materials, work in process, finished goods and materials used or consumed in the
manufacture, production, preparation or shipping thereof, (B) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without
limitation, goods in which such Grantor has an interest or right as consignee) and (C) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions
thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is imbedded in and is part of the inventory (any and all such
property being the "Inventory"); 


        (iii)  all
accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel
paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including,
without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or
not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other
contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general
intangibles and other obligations, to the extent not referred to in clauses (iv), (v) or (vi) below, being the "Receivables", and any and
all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the "Related Contracts"); 



        (iv)  the
following (the "Security Collateral"): 



        (A)  the
shares of stock or other Equity Interests (the "Initial Pledged Equity") set forth opposite such Grantor's name on
and as otherwise described in Schedule I hereto and issued by the Persons named therein, and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and
all subscription warrants, rights or options issued thereon or with respect thereto; 



        (B)  the
indebtedness (the "Initial Pledged Debt") owed to such Grantor (including the indebtedness in a principal amount of
$1,000,000 or more set forth opposite such Grantor's name on and as otherwise described in Schedule II hereto and issued by the obligors named therein), and the instruments, if any, evidencing
the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the
Initial Pledged Debt; 




4







 





        (C)  all
additional shares of stock and other Equity Interests of or in any issuer of the Initial Pledged Equity, any Subsidiary directly owned by such Grantor, or any
successor entity from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the "Pledged
Equity"), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants,
rights or options issued thereon or with respect thereto; 


        (D)  all
additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the "Pledged
Debt") and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness; and 


        (E)  all
other investment property (including, without limitation, all securities (whether certificated or uncertificated), security entitlements, securities accounts,
commodity contracts and commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if
any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect
thereto; 




        (v)   all
contracts or agreements to which any Grantor is a party (including, without limitation, the Intercompany Cash Management Agreement), in each case as such contracts
or agreements may be
amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without
limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned
Agreements and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such
Collateral being the "Agreement Collateral"); 


        (vi)  the
following (collectively, the "Account Collateral"): 



        (A)  (1)
the Collateral Deposit Account (as defined in the Credit Agreement), (2) the LC Collateral Account (as defined in the Credit Agreement), (3) all other
deposit accounts ("Other Deposit Accounts") from time to time maintained with any Lender or an Affiliate of a Lender listed on Schedule IV to the
Lender Security Agreement (a copy of which is attached as Schedule IV hereto), and (4) all funds and financial assets from time to time credited thereto, all interest, dividends,
distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and
all certificates and instruments, if any, from time to time representing or evidencing the Collateral Deposit Account, the LC Collateral Account and the Other Deposit Accounts; 


        (B)  all
promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Trustee (or by
the 




5







 





Collateral
Agent pursuant to the Lender Security Agreement) for or on behalf of such Grantor; and 


        (C)  all
interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the then existing Account Collateral; and 




        (vii) the
following (collectively, the "Intellectual Property Collateral"): 



        (A)  all
United States, international and foreign patents, patent applications, utility models, and statutory invention registrations, including, without limitation, the
patents and patent applications set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being
in substantially the form of Exhibit F hereto (an "IP Security Agreement Supplement"), executed and delivered by such Grantor to the Trustee from
time to time), together with all reissues, divisions, continuations,
continuations-in-part, extensions and reexaminations thereof, all inventions therein, all rights therein provided by international treaties or conventions and all improvements
thereto, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Patents"); 


        (B)  all
trademarks (including, without limitation, service marks), certification marks, collective marks, trade dress, logos, domain names, product configurations, trade
names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations
and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule III hereto (as such Schedule III
may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Trustee from time to time), and all other marks registered in the U.S. Patent
and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark
application prior to the filing and acceptance of a Statement of Use or an Amendment to allege use in connection therewith to the extent that a valid security interest may not be taken in such an
intent-to-use trademark application under applicable law), and all rights therein provided by international treaties or conventions, all renewals of any of the foregoing,
together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Trademarks"); 


        (C)  all
copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or common law, whether published or
unpublished, any renewals or extensions thereof, all copyrights of works based on, incorporated in, derived from, or relating to works covered by such copyrights, including, without limitation, the
copyright registrations and copyright applications set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by IP Security Agreement Supplements
executed and delivered by such Grantor to the Collateral Agent from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of
such Grantor accruing thereunder or pertaining thereto (the "Copyrights"); 


        (D)  all
proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions,
research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information
(the "Trade Secrets"); 




6













  




        (E)  all
software, including, without limitation, computer software programs and databases (including, without limitation, source code, object code and all related
applications and data files), firmware, and documentation and materials relating thereto, and all rights with respect to the foregoing, together with any and all options, warranties, service
contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the
foregoing (the "Computer Software"); 


        (F)  all
license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software, or with
respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, and all income, royalties and other payments now or hereafter due
and/or payable to such Grantor with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises (the
"Licenses"); and 


        (G)  any
and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets,
Computer Software or Licenses, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; 




        (viii) all
commercial tort claims described in Schedule V hereto (collectively, the "Commercial Tort Claims
Collateral"); 


        (ix)  all
books and records (including, without limitation, customer lists, credit files, computer programs, software, printouts and other computer materials and records) of
such Grantor pertaining to any of the Collateral; 


        (x)   all
rights to reimbursement or other payment under or in respect of any insurance policy (any and all such property being the "Insurance
Receivables"); 


        (xi)  without
limiting the generality of the foregoing, any other property of any Grantor, whether or not of the types described in clauses (i) through (x) of
this Section 2(a), in which any Grantor shall at any time create a Lien in favor of the Collateral Agent as collateral security for any Lender Obligations (as defined in the Intercreditor
Agreement); and 


        (xii) all
proceeds of, collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and
supporting obligations that constitute property of the types described in clauses (i) through (xi) of this Section 2(a) and this clause (xii) and, to the extent not
otherwise included, all (A) payments under Property Insurance Policies (whether or not the Trustee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss
or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash. 




        (b)    Exclusions from Grant.    Notwithstanding the foregoing, the Collateral shall not include: 



        (i)    any
accounts receivable and related assets that are subject to a security interest (including a security interest arising by virtue of a sale thereof) permitted by the
New Indenture and created in connection with a Permitted Receivables Financing; 


        (ii)   any
voting Equity Interests in any Foreign Subsidiary in excess of 66% of all voting Equity Interests in such Foreign Subsidiary,  provided that if a greater percentage of the voting Equity Interests in any
Foreign Subsidiary is pledged to secure the Lender Obligations, then such
greater percentage shall be pledged hereunder; 


        (iii)  that
portion, if any, of the indebtedness owed to the Grantors from any Subsidiary of the Company that is not a 3-16 Entity, or the instruments, if any,
evidencing such indebtedness, that is 



7







 




in
excess of the amount of such indebtedness or instruments that may be pledged hereunder without creating an obligation on the part of the Grantors to file separate financial statements with respect
to such Subsidiary with the Securities and Exchange Commission pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X; 


        (iv)  that
portion, if any, of the total value of (x) the voting Equity Interests in any Foreign Subsidiary and (y) the indebtedness owed to the Grantors from
any Foreign Subsidiary, or the instruments, if any, evidencing such indebtedness to the extent that the portion of such total value pledged hereunder exceeds 66% of the total value of such Equity
Interests, indebtedness and instruments of such Foreign Subsidiary; 


        (v)   that
portion of the rights of any Grantor under the Intercompany Cash Management Agreement representing claims against any Subsidiary of the Company that is not a
3-16 Entity that is in excess of the amount of such claims that may be pledged hereunder without creating an obligation
on the part of the Grantors to file separate financial statements with respect to such Subsidiary with the Securities and Exchange Commission pursuant to Rule 3-10 or
Rule 3-16 of Regulation S-X 


        (vi)  motor
vehicles and other assets the perfection of a security interest in which is subject to a certificate of title statute in the relevant jurisdiction; 


        (vii) Equipment
and other assets (x) leased by a Grantor under a lease that prohibits the granting of a Lien on such Equipment or other assets or (y) owned by
a Grantor and subject to a Lien permitted under the New Indenture if the terms of such Lien prohibit the granting of another security interest in such Equipment or other assets; or 


        (viii) any
general intangibles or other rights arising under any agreement, contract, instrument, lease, license or other document (including any of the Assigned Agreements
and/or Related Contracts) if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party,
unless and until all required consents shall have been obtained, provided that, in the event such Grantor shall obtain any such required consent to the
grant of a security interest therein in favor of the Collateral Agent, such Grantor shall concurrently obtain a consent to the grant of a security interest therein in favor of the Trustee (and, in
that connection, the Grantors hereby represent and warrant to the Trustee that they have not heretofore obtained any such consents in favor of the Collateral Agent with respect to collateral security
under the Lender Security Agreement). 




        (c)    Limitations on Grant of Certain Grantors.    Notwithstanding anything to the contrary contained herein, the
term "Collateral" as used with respect to the grant of security interests hereunder by each of the Grantors listed on Schedule VIII shall be limited to the assets described on such
Schedule VIII with respect to each such Grantor. 


        SECTION
3.    Security for Obligations.    This Agreement secures, in the case of each Grantor, the payment of the
Note Obligations including Post-Petition Interest thereon (collectively, the "Secured Obligations"). 


        SECTION
4.    Grantors Remain Liable.    Anything herein to the contrary notwithstanding, (a) each Grantor
shall remain liable under the contracts and agreements included in such Grantor's Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent
as if this Agreement had not been executed, (b) the exercise by the Trustee of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the
contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of
this Agreement or any other New Indenture Document, nor shall any Secured Party be obligated to perform any of the 


8







 



obligations
or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 


        SECTION
5.    Delivery and Control of Security Collateral.    



        (a)    Certificated Securities.    All certificates or instruments representing or evidencing Security Collateral
constituting Pledged Equity or Pledged Debt in a principal amount of $1,000,000 or more shall (to the extent not required to be delivered to the Collateral Agent under the Lender Security Agreement
and held by the Collateral Agent pursuant to the provisions of the Intercreditor Agreement) be delivered to and held by or on behalf of the Trustee pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and no certificates shall be issued with respect to any entity which has Pledged Equity
hereunder unless such certificates are duly pledged promptly thereafter to the Trustee as and to the extent required hereunder. Upon prior written notice to the Company (and, in the case of the
Pledged Equity in any Foreign Subsidiary, subject to any approvals required under the laws of the jurisdiction of organization of such Foreign Subsidiary), the Trustee shall have the right, at any
time in its discretion, to transfer to or to register in the name of the Trustee or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in
Section 13(a), in each case to the extent required to ensure the perfection of the Trustee's security interest or, upon the occurrence of an Event of Default, to exercise any remedies
hereunder. In addition, in connection with any exercise of remedies by the Trustee hereunder, the Trustee shall have the right at any time to exchange certificates or instruments representing or
evidencing Security Collateral for certificates or instruments of smaller or larger denominations. 


        (b)    Uncertificated Securities.    With respect to any Security Collateral constituting Pledged Equity of a
Subsidiary or joint venture in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof (or in the case of an
issuer that is not a Subsidiary, such Grantor will use its reasonable efforts to cause the issuer thereof) either (i) to register the Trustee as the registered owner of such security (to the
extent the Collateral Agent is not required to be registered as the registered owner thereof pursuant to the Lender Security Agreement) or (ii) to agree in an authenticated record with such
Grantor and the Trustee that, upon the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Trustee
without further consent of such Grantor. 


        (c)    Securities Entitlements.    With respect to any Security Collateral in which any Grantor has any right, title
or interest valued at $1,000,000 or more and that constitutes a security entitlement in which the Trustee is not the entitlement holder (to the extent the Collateral Agent is not required to be the
entitlement holder pursuant to the Lender Security Agreement), such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its
records the Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Trustee
that, upon notice from the Trustee of the occurrence and continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to
such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Trustee without further consent of such
Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a
"Securities Account Control Agreement"). 


        (d)    Change of Securities Intermediaries.    No Grantor will change or add any securities intermediary that
maintains any securities account in which any of the Security Collateral is credited or carried, or change or add any such securities account, in each case without first complying with the above
provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral. 


9







 



        (e)    Certain Exclusions.    Notwithstanding anything to the contrary set forth in this Agreement (including this
Section 5), it is understood and agreed that with respect to Security Collateral constituting Pledged Equity of Foreign Subsidiaries, no Grantor shall be required to take any such action that
would be contrary to the local law applicable to any such Foreign Subsidiary or which would require such Grantor or Foreign Subsidiary to seek approval from any local governmental authority having
jurisdiction over such Foreign Subsidiary (other than any such actions required in connection with the pledges described on Schedule VIII of the Lender Security Agreement which shall be taken
by the deadlines established under Section 5.15(b) or 6.17, as the case may be, of the Credit Agreement). 


        SECTION
6.    Maintaining the Account Collateral.    Until all Note Obligations have been paid in full, except as
contemplated by Section 6.16 of the Credit Agreement, each Grantor will maintain all Account Collateral only with a Lender or an Affiliate of a Lender (a "Pledged
Account Bank") that has agreed, in a record authenticated by the Grantor, the Collateral Agent, the Pledged Account Bank and the Trustee, to (i) comply (subject to the
provisions of the Intercreditor Agreement) with instructions originated by the Trustee directing the disposition of funds in the Account Collateral maintained with such Pledged Account Bank without
the further consent of the Grantor and (ii) waive or subordinate (subject to the provisions of the Intercreditor Agreement) in favor of the Trustee all claims of such Pledged Account Bank
(including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Account Collateral, which authenticated record shall be substantially in
the form of Exhibit B hereto (the "Account Control Agreement"). 



        SECTION
7.    Intentionally Left Blank.    This Section 7 has been intentionally left blank. 


        SECTION
8.    Maintaining Letter of Credit Rights and Giving Notice of Commercial Tort Claims.    Until all Note
Obligations shall have been paid in full: 



        (a)   Each
Grantor will promptly give notice to the Trustee of any letter-of-credit rights of $5,000,000 or more in respect of any letter of credit
that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action (which shall in any event be consistent with
the action being taken in favor of the Collateral Agent pursuant to the Lender Security Agreement), to subject such letter-of-credit rights to the security interest created
under this Agreement (including, without limitation, using its commercially reasonably efforts to maintain all letter-of-credit rights assigned to the Trustee so that the
Trustee has control of such letter-of-credit rights in the manner specified in Section 9-107 of the UCC); and 


        (b)   Each
Grantor will promptly give notice to the Trustee of any commercial tort claim of $5,000,000 or more that may arise in the future and will promptly execute or
otherwise authenticate a supplement to this Agreement to subject such commercial tort claim to the security interest created under this Agreement. 




        SECTION
9.    Representations and Warranties.    Each Grantor represents and warrants as follows: 



        (a)   As
of the date hereof, such Grantor's exact legal name (as defined in Section 9-503(a) of the UCC) and location (within the meaning of
Section 9-307 of the UCC) is correctly set forth in its Perfection Certificate. As of the date hereof, the information set forth in such Grantor's Perfection Certificate is true and
accurate in all respects. 


        (b)   All
Security Collateral consisting of certificated securities and instruments that constitute Pledged Equity or Pledged Debt in a principal amount of $1,000,000 or more
have been delivered to the Trustee (or to the Collateral Agent under the Lender Security Agreement). 


        (c)   Such
Grantor is the legal and beneficial owner of the Collateral of such Grantor free and clear of any Lien or adverse claim, except for the security interest created
under this Agreement or permitted under the New Indenture. No effective financing statement or other instrument similar 



10







 




in
effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may have been filed in
favor of the Collateral Agent or as otherwise permitted under the New Indenture. 



        (d)   The
Pledged Equity pledged by such Grantor hereunder in any Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable. The Pledged Debt
of any Subsidiary pledged by such Grantor hereunder (i) has been duly authorized, authenticated or issued and delivered and (ii) is the legal, valid and binding obligation of the issuer
thereof, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter
in effect, relating to or affecting the enforcement of creditors' rights generally and except that the remedy of specific performance and other equitable remedies are subject to judicial discretion. 



        (e)   As
of the date hereof, the Initial Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding shares of stock or other Equity
Interest of the issuers thereof indicated on Schedule I hereto. The Initial Pledged Debt listed on Schedule II hereto includes all of the outstanding indebtedness in a principal amount
of $1,000,000 or more as of the date hereof which is evidenced by a promissory note or other instrument owed to such Grantor by the issuers thereof. 


        (f)    This
Agreement creates in favor of the Trustee for the benefit of the Secured Parties a valid and, together with such filings and other actions required under this
Agreement and actions that may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries, perfected first priority security interest (subject to any Liens otherwise
permitted under the Credit Agreement) in the Collateral of such Grantor, securing the payment of the Secured Obligations. 


        (g)   No
material authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is
required for 



        (i)    the
grant by such Grantor of the assignment, pledge and security interest granted hereunder or for the execution, delivery or performance of this Agreement by such
Grantor, except for actions that may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries, 


        (ii)   the
perfection or maintenance of the assignment, pledge and security interest created hereunder (including the first priority nature of such assignment, pledge or
security interest), except for (w) the
filing of financing and continuation statements under the UCC, which financing statements will promptly be duly filed and in full force and effect, and actions that may be required in foreign
jurisdictions with respect to Equity Interests in Foreign Subsidiaries, (x) the recordation of the Intellectual Property Security Agreements referred to in Section 12(c) with the U.S.
Patent and Trademark Office and the U.S. Copyright Office, which Agreements will promptly be duly recorded and in full force and effect, and similar filings and/or actions that may be required in
foreign jurisdictions with respect to foreign Intellectual Property Collateral, (y) in the case of Parent and Foster Wheeler Holdings Ltd., the filing of this Agreement as a "charge"
under the Companies Act of 1981, Bermuda, to ensure the priority purported to be created hereby and (z) the actions described in Section 5 with respect to Security Collateral, which
actions have been or will promptly be taken and in full force and effect, or 


        (iii)  the
exercise by the Trustee of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement,
except as (x) may be required in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally or as may be required 




11







 





by
the UCC, (y) with respect to any Collateral owned by Parent or Foster Wheeler Holdings Ltd., may be required from the Bermuda Monetary Authority and (z) may be required in
foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries. 




        (h)   The
Inventory that has been produced or distributed by such Grantor has been produced in compliance with all applicable requirements of the Fair Labor Standards Act. 


        (i)    As
to itself and its Intellectual Property Collateral: 



        (i)    The
rights of such Grantor in or to any material Intellectual Property Collateral do not conflict with, misappropriate or infringe the intellectual property rights of
any third party, and no claim has been asserted that the use of such Intellectual Property Collateral does or may infringe the intellectual property rights of any third party, except for any such
misappropriations, infringements or claims that would not have a material impact on the overall value of all of the Collateral. 


        (ii)   Such
Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to any material Intellectual Property Collateral and is entitled to
use all such Intellectual Property Collateral without limitation, subject only to the license terms of the Licenses. 


        (iii)  As
of the date hereof, the Intellectual Property Collateral set forth on Schedule III hereto includes all of the material United States-issued patents, patent
applications, trademark registrations and applications and copyright registrations and applications owned by such Grantor. 


        (iv)  Such
Grantor has made or performed all reasonable and necessary filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its
interest in each and every material item of Intellectual Property Collateral in full force and effect, and to protect and maintain its interest therein including, without limitation, recordations of
any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office. Such Grantor has
used proper statutory notice in connection with its use of each material patent, trademark and copyright of the Intellectual Property Collateral, except for any such notices which the failure of the
Grantor to give would not have a material impact on the overall value of all of the Collateral. 




        (j)    As
of the date hereof, no Grantor has any commercial tort claim (as defined in Section 9-102(13) of the UCC) of $5,000,000 or more other than those
listed in Schedule V hereto. 




        SECTION
10.    Further Assurances.    



        (a)    Execution of Further Instruments, Etc.    Each Grantor agrees that from time to time, at the expense of such
Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary (including, without
limitation, actions necessary to obtain control of Collateral (including letter-of-credit rights) as provided in Sections 9-104, 9-105,
9-106 and 9-107 of the UCC), in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the
Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor; provided that (x) no Grantor
shall be required to take any such action either: (i) with respect to Intellectual Property Collateral, in a foreign jurisdiction or (ii) with respect to any Collateral, under the
Federal Assignment of Claims Act (or any similar state of local statute) and (y) with respect to any action that requires the consent of a third party, a Grantor shall only be required to use
commercially reasonable efforts to obtain such consent (but shall in any event deliver such consent to the Trustee in the event such Grantor shall deliver a similar consent to the Collateral Agent
under the 


12







 



Lender
Security Agreement). Without limiting the generality of the foregoing but subject to the proviso above, each Grantor will promptly with respect to Collateral of such Grantor: (i) if any
Pledged Debt in a principal amount of $1,000,000 or more shall be evidenced by a promissory note or other instrument, deliver and pledge to the Trustee hereunder (if not delivered to the Collateral
Agent under the Lender Security Agreement) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment; (ii) execute or authenticate and file
such financing or continuation statements, or amendments thereto, and such other instruments or notices with respect to the Intellectual Property Collateral, as may be necessary or desirable in order
to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) deliver and pledge to the Trustee for benefit of the Secured Parties (if not
delivered to the Collateral Agent under the Lender Security Agreement) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed
in blank; and (iv) deliver to the Trustee evidence that all other action that the Collateral Agent may be necessary or desirable in order to perfect and protect the security interest created by
such Grantor under this Agreement has been taken. 


        (b)    Authorization to File.    Each Grantor hereby authorizes the Trustee to file one or more financing or
continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or
words of similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the
scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Trustee to have filed such financing statements, continuation statements or amendments filed
prior to the date hereof. The Trustee will deliver to the Company copies of any such financing statements, continuation statements and amendments filed by it after the Issue Date. 



        (c)    Further Identification of Collateral.    Each Grantor will furnish to the Trustee from time to time statements
and schedules further identifying and describing the Collateral of such Grantor and such
other reports in connection with such Collateral as such Grantor shall deliver to the Collateral Agent under the Lender Security Agreement. 


        SECTION
11.    Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related
Contracts.    


        (a)    Certain Post-Closing Changes.    No Grantor will change its (i) legal name,
(ii) location (within the meaning of Section 9-307 of the UCC) or (iii) federal taxpayer identification number from those set forth in its Perfection Certificate
without first giving at least 15 days' prior written notice to the Trustee and taking all action required (which shall in any event be consistent with the action taken in favor of the
Collateral Agent pursuant to the Lender Security Agreement) for the purpose of perfecting or protecting the security interest granted by this Agreement. No Grantor will become bound by a security
agreement authenticated by another Person that is not a Grantor (determined as provided in Section 9-203(d) of the UCC) without giving the Trustee 30 days' prior written
notice thereof and taking all action required (which shall in any event be consistent with the action taken in favor of the Collateral Agent pursuant to the Lender Security Agreement) to ensure that
the perfection and first priority nature of the Trustee's security interest in the Collateral will be maintained. 


        (b)    Rights upon Default.    The Trustee shall have the right at any time, upon the occurrence and during the
continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the
assignment of such Assigned Agreements, Receivables and Related Contracts to the Trustee and (subject to the provisions of the Intercreditor Agreement) to direct such Obligors to make payment of all
amounts due or to become due to such Grantor thereunder directly to the Trustee and, upon such 


13







 



notification
and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts,
including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Trustee referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts
of such Grantor shall be received in trust for the benefit of the Trustee hereunder, shall be segregated from other funds of such Grantor and shall (subject to the provisions of the Intercreditor
Agreement) be forthwith paid over to the Trustee in the same form as so received (with any necessary indorsement) to be held by the Trustee as additional collateral security hereunder and either
(A) released to such Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as
provided in Section 20(c) at the direction of the holders of more than 50% in aggregate principal amount of the Notes then outstanding and (ii) such Grantor will not adjust, settle or
compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. 


        SECTION
12.    As to Intellectual Property Collateral.    


        (a)    Intellectual Property Security Agreement.    With respect to its Intellectual Property Collateral, each Grantor
agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit E hereto (an "Intellectual Property Security
Agreement"), for recording the security interest granted hereunder to the Trustee in such Intellectual Property Collateral with the U.S. Patent and Trademark Office and the
U.S. Copyright Office necessary to perfect the security interest hereunder in such Intellectual Property Collateral. 


        (b)    After-Acquired Intellectual Property.    Each Grantor agrees that, should it obtain an ownership interest in
any item of the type set forth in Section 2(a)(vii) that is not on the date hereof a part of the Intellectual Property Collateral (the "After-Acquired
Intellectual Property"), (i) the provisions of Section 2 shall automatically apply thereto, (ii) any such After-Acquired Intellectual Property and, in the
case of trademarks, the goodwill of the business associated therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions
of this Agreement with respect thereto and (iii) with respect to any such Intellectual Property Collateral that is registered in the U.S. Patent and Trademark Office or the U.S. Copyright
Office, such Grantor
shall (A) give to the Trustee written notice thereof on a quarterly basis, (B) execute and deliver to the Trustee, or otherwise authenticate, an IP Security Agreement Supplement covering
such After-Acquired Intellectual Property as "Additional Collateral" thereunder and as defined therein and (C) record such IP Security Agreement
Supplement with the U.S. Patent and Trademark Office or the U.S. Copyright Office. 


        SECTION
13.    Voting Rights; Dividends; Etc.    


        (a)    Prior to Default.    So long as no Event of Default shall have occurred and be continuing and such Grantor has
not received the notice referred to in subsection (b) below: 



        (i)    Each
Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral consisting of Pledged Equity and Pledged
Debt of such Grantor or any part thereof for any purpose other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the Securities Accounts;  provided, however,
 that such Grantor will not exercise or refrain from exercising any such right if such action would constitute an Event of Default
under the New Indenture. 



14







 

        (ii)   Each
Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the terms of the New Indenture Documents; provided, however, that any and
all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in
exchange for, any Security Collateral shall be, and (to the extent it constitutes Pledged Debt in a principal amount of $1,000,000 or more) shall be forthwith delivered to the Trustee (if not
delivered to the Collateral Agent pursuant to the Lender Security Agreement) to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the
Trustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Trustee (if not required to be delivered to the Collateral Agent pursuant to the Lender
Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). 


        (iii)  The
Trustee will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably
request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest
payments that it is authorized to receive and retain pursuant to paragraph (ii) above. 




        (b)    After Default.    Upon the occurrence and during the continuance of an Event of Default and upon notice to the
Grantors, but subject to the Intercreditor Agreement: 



        (i)    All
rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 13(a)(i) shall, upon notice to such Grantor by the Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be
authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Trustee, which shall thereupon have the
sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. 


        (ii)   All
dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall
be received in trust for the benefit of the Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Trustee (if not required to be paid over to the
Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). 


        (iii)  The
Trustee shall be authorized to send to each Securities Intermediary as defined in and under any Securities Account Control Agreement a Notice of Exclusive Control
as defined in and under such Securities Account Control Agreement. 




        SECTION
14.    As to Letter-of-Credit Rights.    



        (a)    Prior to Default.    Each Grantor, by granting a security interest in its Receivables consisting of
letter-of-credit rights in respect of any letter of credit of $5,000,000 or more to the Trustee, intends to (and hereby does) assign to the Trustee its rights (including its
contingent rights) to the proceeds of all Related Contracts consisting of such letters of credit of which it is or hereafter becomes a beneficiary. Each Grantor will promptly use its commercially
reasonable efforts to cause the issuer of each such letter of credit and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds thereof and deliver written
evidence of such consent to the Trustee, provided that in any event such Grantor shall deliver a consent consistent with any consent delivered to the
Collateral Agent under the Lender Security Agreement. 


15







 



        (b)    After Default.    Upon the occurrence and during the continuance of an Event of Default (but subject to the
Intercreditor Agreement), each Grantor will, promptly (i) notify (and such Grantor hereby authorizes the Trustee to notify) the issuer and each nominated person with respect to each of the
Related Contracts consisting of letters of credit of $5,000,000 or more that the proceeds thereof have
been assigned to the Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Trustee or its designee (if not paid to the Collateral Agent under the
Lender Security Agreement) and (ii) arrange for the Trustee to become the transferee beneficiary of such letter of credit (if the Collateral Agent has not been designated such transferee
pursuant to the Lender Security Agreement). 


        SECTION
15.    Insurance Receivables.    



        (a)    Grantor Beneficiary under Asbestos Policies.    Schedule VII hereto lists as of the date hereof each
insurance policy that covers claims relating to asbestos liability under which any Grantor is a beneficiary or otherwise entitled to reimbursement or payment (any such policy, an
"Asbestos Policy"). Each Grantor shall use its commercially reasonable efforts to notify each insurance company that is the issuer of any Asbestos
Policy of, and deliver to the Trustee a consent and acknowledgment, in substantially the form of Exhibit C hereto, from each such insurance company to, the assignment of the receivables under
such Asbestos Policy to the Trustee pursuant to this Agreement. 



        (b)    Grantor Entitled to Payment under Asbestos Policies.    If any Grantor becomes a beneficiary or otherwise
entitled to reimbursement or payment under any Asbestos Policy, such Grantor shall use its commercially reasonable efforts to notify the insurance company that is issuer of such Asbestos Policy of,
and deliver to the Trustee a consent and acknowledgment, in substantially the form of Exhibit C hereto, from such insurance company to, the assignment of the receivables under such Asbestos
Policy to the Trustee pursuant to this Agreement. 


        SECTION
16.    Transfers and Other Liens.    Each Grantor agrees that it will not (i) sell, assign or otherwise
dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the
terms of the New Indenture, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest
created under this Agreement and Liens permitted under the New Indenture. 


        SECTION
17.    Trustee Appointed Attorney-in-Fact.    Each Grantor hereby irrevocably appoints
the Trustee such Grantor's attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time upon the occurrence and during
the continuance of an Event of Default, in the Trustee's discretion, to take any action and to execute any instrument that the Trustee may deem necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation: 



        (a)   to
obtain and adjust insurance required to be paid to the Trustee pursuant to the New Indenture, 


        (b)   to
ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral, 


        (c)   to
receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and 


        (d)   to
file any claims or take any action or institute any proceedings that the Trustee may deem reasonably necessary or desirable for the collection of any of the
Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Trustee with respect to any of the Collateral. 




        SECTION
18.    Trustee May Perform.    If any Grantor fails to perform any agreement contained herein, the Trustee
may, but shall not be obligated to, perform, or cause performance of, such agreement, and the expenses of the Trustee incurred in connection therewith shall be payable by such Grantor under
Section 21; provided that, unless the Trustee determines that the circumstances do not so permit, the Trustee shall notify such Grantor of any
such action ten Business Days' prior to taking, or causing to be taken, such action. 


16









   
        SECTION 19.    Trustee Duties.    


        (a)    Preservation of Collateral.    The powers conferred on the Trustee hereunder are solely to protect the Secured
Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Trustee shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any
parties or any other rights pertaining to any Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which it accords its own property. 



        (b)   Anything
contained herein to the contrary notwithstanding, the Trustee may from time to time, when the Trustee deems it to be necessary, appoint one or more subagents
(each a "Subagent") for the Trustee hereunder with respect to all or any part of the Collateral. In the event that the Trustee so appoints any Subagent
with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of
this Agreement to have been made to such Subagent, in addition to the Trustee, for the benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such
Subagent shall automatically be vested, in addition to the Trustee, with all rights, powers, privileges, interests and remedies of the Trustee hereunder with respect to such Collateral, and
(iii) the term "Trustee," when used herein in relation to any rights, powers, privileges, interests and remedies of the Trustee with respect to
such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by the Trustee. 


        (c)    New Indenture Protections.    The provisions of Article 7 of the New Indenture shall inure to the
benefit of the Trustee in respect of this Agreement and shall be binding upon the parties hereto in such respect. 


        SECTION
20.    Remedies.    If any Event of Default shall have occurred and be continuing and the holders of a
majority of the Note Obligations shall have so instructed the Trustee (but subject to the Intercreditor Agreement): 



        (a)   The
Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that
it will at its expense and upon request of the Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at a place and time to be
designated by the Trustee that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable;
(iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and
remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in
connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any
amount under, or performance of any provision of, the Assigned Agreements, the Receivables, the Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of
all funds with respect to the Account Collateral 



17







 

and
(C) exercise all other rights and remedies with respect to the Assigned Agreements, the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set
forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place
of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. 


        (b)   The
Trustee may, without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Account Collateral to satisfy the Note Obligations.
The Trustee shall notify the Grantor promptly following any such transfer or direction; provided that the failure to give such notice shall not affect
the validity of such transfer or direction. 


        (c)   Any
cash held by or on behalf of the Trustee and all cash proceeds received by or on behalf of the Trustee in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the discretion of the Trustee, be held by the Trustee as collateral for, and/or then or at any time thereafter applied in whole or in part by
the Trustee for the benefit of the Secured Parties against, all or any part of the Secured Obligations, in the following manner: 



        (i)    to
pay the expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Trustee, and all reasonable expenses, liabilities and
advances incurred or made by the Trustee in connection with the Collateral Documents, and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture; 



        (ii)   to
pay ratably all amounts in respect of the Note Obligations, until payment in full of the same shall have been made; and 


        (iii)  to
pay to the applicable Grantor or to whomsoever may be lawfully entitled to receive any surplus from the proceeds of the Collateral owned by it. 




        (d)   All
payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the
benefit of the Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary indorsement). 



        (e)   The
Trustee may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set off and otherwise apply all or any part of the
Secured Obligations against any funds held with respect to the Account Collateral or in any other deposit account. 


        (f)    In
the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill of the business connected with and symbolized
by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Trustee or its designee such Grantor's know-how and expertise,
and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Grantor's customer lists and other records and documents relating to such
Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor. 



18







 




        (g)   If
the Trustee shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 20, each Grantor agrees
that, upon request of the Trustee, such Grantor will, at its own expense: 



        (i)    if
such Security Collateral constitutes Pledged Equity of a Subsidiary of such Grantor, execute and deliver, and cause the issuer of such Pledged Equity contemplated to
be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the
opinion of the Trustee, advisable to register such Pledged Equity under the provisions of the Securities Act of 1933 (as amended from time to time, the "Securities
Act"), to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished and
to make all amendments and supplements thereto and to the related prospectus that, in the opinion of the
Trustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; 


        (ii)   use
its best efforts to qualify such Security Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale
of such Security Collateral, as requested by the Trustee; 


        (iii)  cause
each such issuer of such Security Collateral to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the
provisions of Section 11(a) of the Securities Act; and 


        (iv)  do
or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in
compliance with applicable law. 





Notwithstanding
the foregoing, the Trustee is authorized, in connection with any such sale, if it deems it advisable to do so, (A) to restrict the prospective bidders on or purchasers of any of
such Security Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the
distribution or sale of any of such Security Collateral, (B) to cause to be placed on certificates for any or all of such Security Collateral or on any other securities pledged hereunder a
legend to the effect that such security has not been registered under the Securities Act and may not be disposed of in violation of the provisions of the Securities Act, and (C) to impose such
other limitations or conditions in connection with any such sale as the Trustee deems necessary or advisable in order to comply with the Securities Act or any other law. The parties acknowledge and
agree that only under very unusual circumstances, if ever, would the Trustee be required to register such Security Collateral under the Securities Act in order to effect a commercially reasonable
sale. 



        (h)   The
Trustee is authorized, in connection with any sale of Security Collateral pursuant to this Section 20, to deliver or otherwise disclose to any prospective
purchaser of such Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to subsection (g)(i) above; and
(ii) any other information in its possession relating to such Security Collateral. 



        (i)    Each
Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor
to perform any of the covenants contained in subsection (g) above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, the Trustee shall have the right
of specific performance. 





        SECTION
21.    Indemnity and Expenses.    Each Grantor agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers, directors, 


19







 

employees,
agents and advisors (each, an "Indemnified Party") from and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out
of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. 


        SECTION
22.    Intentionally Left Blank.    This Section 22 has been intentionally left blank. 


        SECTION
23.    Amendments; Waivers; Trustee Actions; Additional Grantors; Etc.    


        (a)    Amendments.    No amendment or waiver of any provision of this Agreement, and no consent to any departure by
any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No failure on the part of the Trustee or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Except as otherwise provided in
Section 20, the Trustee shall take instructions from the holders of a majority of the Note Obligations as to all matters. Any such action, including any release of Collateral, shall be binding
on the Noteholders. 


        (b)    Security Supplements.    Upon the execution and delivery, or authentication, by any Person of a security
agreement supplement in substantially the form of Exhibit A hereto (each a "Security Agreement Supplement"), (i) such Person shall be
referred to as an "Additional Grantor" and shall be and become a Grantor hereunder, and each reference in this Agreement and the other New Indenture
Documents to "Grantor" shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other New Indenture
Documents to "Collateral" shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules
XII attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules XII, respectively, hereto, and the Trustee may attach such supplemental
schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement. 


        SECTION
24.    Notices; Etc.    



        (a)    General.    Unless otherwise expressly provided herein, all notices and other communications provided for
hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, as set forth in or designated pursuant to Section 12.03 of the New Indenture. All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant
party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by
telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided,
however, that notices and other communications to the Trustee shall not be effective until actually received by the Trustee. 


        (b)    Effectiveness of Facsimile Documents and Signatures.    Collateral Documents may be transmitted and/or signed
by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on all parties
hereto. The Trustee may also require that any such documents and signatures be 


20







 



confirmed
by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of
any facsimile document or signature. 


        (c)    Limited Use of Electronic Mail.    Electronic mail and Internet and intranet websites may be used only to
distribute routine communications, such as distribution of Collateral Documents for execution by the parties thereto, and may not be used for any other purpose. 


        (d)    Reliance by Trustee.    The Trustee shall be entitled to rely and act upon any notices purportedly given by or
on behalf of any Grantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Grantor shall indemnify the Trustee and its Affiliates from all losses and liabilities, and
all reasonable costs and expenses, resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Grantor absent gross negligence or willful misconduct. All
communications with the Trustee may be recorded by the Trustee, and each of the parties hereto hereby consents to such recording. 


        (e)    No Duty to Verify.    The Trustee may rely on any notice (whether or not such notice is made in a manner
permitted or required by this Agreement or any New Indenture Document) purportedly made by or on behalf of the Company (including acting on behalf of any other Grantor) or any other Grantor, and the
Trustee shall not have any duty to verify the identity or authority of any Person giving such notice. 


        SECTION
25.    Continuing Security Interest; Assignments under the Credit Agreement.    This Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of the Note Obligations, (b) be binding upon each Grantor, its
successors and assigns and (c) inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Secured Parties and their respective successors, transferees and
assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer its Notes, or all or any portion of its rights and obligations under or
in respect of the Notes, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each
case as provided in the New Notes Indenture. 


        SECTION
26.    Release; Termination.    Collateral shall be released by the Trustee upon the request of the Company
subject to the satisfaction of the conditions therefor set forth in Section 10.03 of the New Indenture. 



        SECTION
27.    Security Interest Absolute.    All rights of the Trustee and the other Secured Parties and the pledge,
assignment and security interest hereunder, and all obligations of each Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and each Grantor hereby irrevocably waives
(to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: 



        (a)   any
lack of validity or enforceability of any New Indenture Document or any other agreement or instrument relating thereto; 



        (b)   any
change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other Obligations of any other Grantors
under or in respect of the New Indenture Documents or any other amendment or waiver of or any consent to any departure from any New Indenture Document, including, without limitation, any increase in
the Secured Obligations resulting from the extension of additional credit to any Grantor or any of its Subsidiaries or otherwise; 



21







 




        (c)   any
taking, exchange, release or non perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from
any guaranty, for all or any of the Secured Obligations; 


        (d)   any
manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other
disposition of any Collateral or any
other collateral for all or any of the Secured Obligations or any other Obligations of any other Grantor under or in respect of the New Indenture Documents or any other assets of any Grantor or any of
its Subsidiaries; 


        (e)   any
change, restructuring or termination of the corporate structure or existence of any Grantor or any of its Subsidiaries; 


        (f)    any
failure of any Secured Party to disclose to any Grantor any information relating to the business, condition (financial or otherwise), operations, performance,
assets, nature of assets, liabilities or prospects of any other Grantor now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such
information); 



        (g)   the
failure of any other Person to execute this Agreement or any other Collateral Document, guaranty or agreement or the release or reduction of liability of any Grantor
or other grantor or surety with respect to the Secured Obligations; 


        (h)   any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might
otherwise constitute a defense available to, or a discharge of, such Grantor or any other Grantor or a third party grantor of a security interest; or 



        (i)    (i) any
defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Grantor or other rights of such Grantor to proceed against any of the other
Grantors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of
such Grantor hereunder. 





        SECTION
28.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 


        SECTION
29.    The Mortgages.    In the event that any of the Collateral hereunder is also subject to a valid and
enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage
shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement
shall be controlling in the case of all other Collateral. 


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


        SECTION
31.    Limitation of Liability.    It is expressly understood and agreed by the parties hereto that
(a) this Agreement is executed and delivered by The Bank of New York, not individually or personally but solely as Owner Trustee of the Perryville III Trust, in the exercise of the powers and
authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the Perryville III Trust are made and intended not as personal
representations, 


22







 



undertakings
and agreements by The Bank of New York, but are made and intended for the purpose of binding only the Perryville III Trust, (c) nothing herein contained shall be construed as
creating any liability on The Bank of New York, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by
the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall The Bank of New York be personally liable for
the payment of any indebtedness or expenses of the Perryville III Trust or the other Grantors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Perryville III Trust or the other Grantors under this Agreement. 


23









   
        IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. 



	ATTEST:	 	FOSTER WHEELER LLC
 
	

By	
 	

/s/  LISA FRIES GARDNER      
 Name: Lisa Fries Gardner

Title: Secretary	
 	

By	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Vice President & Treasurer
	

 	
 	

 	
 	
FINANCIAL SERVICES S.Á R.L.
	

 	
 	

 	
 	

By:	
 	

/s/  RAKESH K. JINDAL      
 Name: Rakesh K. Jindal

Title: Manager
	

 	
 	

 	
 	
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Managing Director
	

 	
 	

 	
 	
ENERGY HOLDINGS, M.
 
	

 	
 	

 	
 	

By:	
 	

/s/  ANTHONY SCERBO      
 Name: Anthony Scerbo

Title: Director, Vice President & Treasurer
	

 	
 	

 	
 	
FW ENERGIE B.V.
 
	

 	
 	

 	
 	

By:	
 	

/s/  ANTHONY SCERBO      
 Name: Anthony Scerbo

Title: Director




[SIGNATURE PAGE TO SECURITY AGREEMENT]


24







 


	

 	
 	

 	
 	
PERRYVILLE III TRUST
 
	

 	
 	

 	
 	

By:	
 	

THE BANK OF NEW YORK, not in its individual capacity but solely in its capacity as the Owner Trustee of the Perryville III Trust
	

 	
 	

 	
 	

By:	
 	

/s/  KALLIOPE E. KATERIS      
 Name: Kalliope E. Kateris

Title: Authorized Officer of Owner Trustee
	

 	
 	

 	
 	
FOSTER WHEELER CAPITAL & FINANCE CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: President & Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ENVIRESPONSE, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FW MORTSHAL, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
CONTINENTAL FINANCE COMPANY LTD.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Vice President & Treasurer
	

 	
 	

 	
 	
EQUIPMENT CONSULTANTS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer




[SIGNATURE PAGE TO SECURITY AGREEMENT]


25







 


	

 	
 	

 	
 	
FOSTER WHEELER ASIA LIMITED
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER CONSTRUCTORS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER DEVELOPMENT CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ENERGY CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ENERGY MANUFACTURING, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ENERGY SERVICES, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ENVIRONMENTAL CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer




[SIGNATURE PAGE TO SECURITY AGREEMENT]


26







 


	

 	
 	

 	
 	
FOSTER WHEELER ENVIRONMENTAL SERVICES, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER FACILITIES MANAGEMENT, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER HOLDINGS LTD. (formerly known as Foreign Holdings Ltd.)
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER INC. (formerly known as Foster Wheeler US Holdings, Inc.)
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER INTERCONTINENTAL CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER INTERNATIONAL CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer




[SIGNATURE PAGE TO SECURITY AGREEMENT]


27







 


	

 	
 	

 	
 	
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER LTD.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Vice President & Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER MIDDLE EAST CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER NORTH AMERICA CORP. (formerly known as Foster Wheeler Power Group, Inc.)
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER POWER CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER POWER SYSTEMS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER PYROPOWER, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer




[SIGNATURE PAGE TO SECURITY AGREEMENT]


28







 


	

 	
 	

 	
 	
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: President & Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER REALTY SERVICES, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER USA CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER VIRGIN ISLANDS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER WORLD SERVICES CORPORATION
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER ZACK, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer




[SIGNATURE PAGE TO SECURITY AGREEMENT]


29







 


	

 	
 	

 	
 	
FW MANAGEMENT OPERATIONS LTD.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
HFM INTERNATIONAL, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: President & Treasurer
	

 	
 	

 	
 	
PERRYVILLE SERVICE COMPANY LTD.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
PGI HOLDINGS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  ANTHONY SCERBO      
 Name: Anthony Scerbo

Title: Vice President & Treasurer
	

 	
 	

 	
 	
PROCESS CONSULTANTS, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
PYROPOWER OPERATING SERVICES COMPANY, INC.
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Treasurer
	

 	
 	

 	
 	
FOSTER WHEELER EUROPE LIMITED
 
	

 	
 	

 	
 	

By:	
 	

/s/  THIERRY DESMARIS      
 Name: Thierry Desmaris

Title: Director




[SIGNATURE PAGE TO SECURITY AGREEMENT]


30







 


	

 	
 	

 	
 	
Executed as a Deed by

FOSTER WHEELER EUROPE LIMITED
 
	

 	
 	

 	
 	

By:	
 	

/s/  I.M. BILL      
 Name: I.M. Bill

Title: Director
	

 	
 	

 	
 	

By:	
 	

/s/  G.J. RIMER      
 Name: G.J. Rimer

Title: Secretary




[SIGNATURE PAGE TO SECURITY AGREEMENT]


31








  



Exhibit A to the

Security Agreement  


 
  FORM OF SECURITY AGREEMENT SUPPLEMENT    
    


[Date
of Security Agreement Supplement] 


[                                ],

    as Trustee under the New Indenture

    referred to below

[Address]

Attn: [            ] 


Foster
Wheeler LLC 


Ladies
and Gentlemen: 


        Reference
is made to (i) the Indenture dated as of May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "New Indenture"), among Foster Wheeler LLC, a Delaware limited liability corporation, certain of its affiliates party thereto and
[                ], as Trustee (together with any successor Trustee appointed pursuant to Section [    ] of the New Indenture, the  "Trustee"), and (ii) the Security Agreement dated as of May [    ], 2004 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Security Agreement") made by the Grantors from time to time party thereto in favor
of the Trustee for the Secured Parties. Terms defined in the New Indenture or the Security Agreement and not otherwise defined herein are used herein as defined in the New Indenture or the Security
Agreement. 


        SECTION
1.    Grant of Security.    The undersigned hereby pledges to the Trustee, for the benefit of the Secured
Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned,
whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned
set forth on the attached supplemental schedules to the Schedules to the Security Agreement. 


        SECTION
2.    Security for Obligations.    The pledge and grant of a security interest in the Collateral by the
undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned, whether direct or indirect, absolute or contingent,
and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 



        SECTION
3.    Supplements to Security Agreement Schedules.    The undersigned has attached hereto supplemental
Schedules I through VII to Schedules I through VII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules
have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct. 


        SECTION
4.    Representations and Warranties.    The undersigned hereby makes each representation and warranty set
forth in Section 9 of the Security Agreement (as supplemented by the attached supplemental schedules) to the same extent as each other Grantor. 


        SECTION
5.    Obligations under the Security Agreement.    The undersigned hereby agrees, as of the date first above
written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first
above written, that each reference in the Security Agreement to an "Additional Grantor" or a "Grantor" shall also mean and be a reference to the undersigned. 


34







 



        SECTION
6.    Governing Law.    This Security Agreement Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York. 



	 	 	Very truly yours,
	

 	
 	

[NAME OF ADDITIONAL GRANTOR]
	

 	
 	

By	

 Title:
	

 	
 	

Address for notices:
	

 	
 	


	

 	
 	


	

 	
 	






35








  



Exhibit B to the

Security Agreement  


 
  FORM OF ACCOUNT CONTROL AGREEMENT
  (Deposit Account/Securities Account)    
    


        ACCOUNT CONTROL AGREEMENT (this "Agreement") dated as of            ,
200  , among
            , a            (the "Grantor"),
[                ], as Trustee (the "Secured
Party"), and                , a                
("                "), as securities intermediary and depository bank (the "Account
Holder").


PRELIMINARY
STATEMENTS: 


        (1)   The
Grantor has granted the Secured Party a security interest (the "Security Interest") in the following accounts
maintained by the Account Holder for the Grantor (each, an "Account" and collectively, the "Accounts"): 


        [Insert
account numbers and other identifying information.] 


        (2)   Terms
defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York ("N.Y. Uniform Commercial
Code") are used in this Agreement as such terms are defined in such Article 8 or 9. 


        NOW,
THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows: 


        SECTION
1.    The Accounts.    The Account Holder represents and warrants to, and agrees with, the Secured Party that: 



        (a)   The
Account Holder maintains each Account for the Grantor, and all property (including, without limitation, all funds and financial assets) held by the Account Holder
for the account of the Grantor are, and will continue to be, credited to an Account in accordance with instructions given by the Grantor (unless otherwise provided herein). 


        (b)   To
the extent that funds are credited to any Account, such Account is a deposit account; and to the extent that financial assets are credited to any Account, such
Account is a securities account. The Account Holder is (i) the bank with which each Account is maintained and (ii) the securities intermediary with respect to financial assets held in
any Account. The Grantor is (x) the Account Holder's customer with respect to the Accounts and (y) the entitlement holder with respect to financial assets credited from time to time to
any Account. 


        (c)   Notwithstanding
any other agreement to the contrary, the Account Holder's jurisdiction with respect to each Account for purposes of the N.Y. Uniform Commercial Code is,
and will continue to be for so long as the Security Interest shall be in effect, the State of New York. 


        (d)   Attached
as Exhibit A hereto are statements of the respective Accounts as of the date hereof showing the property credited to each Account. 



        (e)   The
Account Holder does not know of any claim to or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any
Account, except for claims and interests of the parties referred to in this Agreement. 


        SECTION
2.    Control by Secured Party.    The Account Holder will comply with (i) all instructions directing
disposition of the funds in any and all of the Accounts, (ii) all notifications and entitlement orders that the Account Holder receives directing it to transfer or redeem any financial asset in
any and all of the Accounts, and (iii) all other directions concerning any and all of the Accounts, including, without limitation, directions to distribute to the Secured Party proceeds of any
such transfer or redemption or interest or dividends on property in any and all of the Accounts (any such instruction, notification or direction referred to in clause (i), (ii) or
(iii) above being an "Account Direction"), in 


36







 



each
case of clauses (i), (ii) and (iii) above originated by the Secured Party without further consent by the Grantor or any other Person. 



        SECTION
3.    Grantor's Rights in Accounts.    


        (a)   Except
as otherwise provided in this Section 3, the Account Holder will comply with Account Directions and other directions concerning each Account originated by
the Grantor without further consent by the Secured Party. 


        (b)   Until
the Account Holder receives a notice from the Secured Party that the Secured Party will exercise exclusive control over any Account (a  "Notice of Exclusive Control" with respect to such Account), the
Account Holder (i) will comply with the Account Directions and other directions
concerning each Account originated by the Grantor and (ii) may distribute to the Grantor all interest and regular cash dividends on property (including, without limitation, funds and financial
assets) in such Account. 


        (c)   If
the Account Holder receives from the Secured Party a Notice of Exclusive Control with respect to any Account, the Account Holder will comply only with Account
Directions originated by the Secured Party and will cease: 



        (i)    complying
with Account Directions or other directions concerning such Account originated by the Grantor and 



        (ii)   distributing
to the Grantor interest and dividends on property (including, without limitation, funds and financial assets) in such Account. 




        SECTION
4.    Priority of Secured Party's Security Interest.    


        (a)   The
Account Holder (i) subordinates to the Security Interest and in favor of the Secured Party any security interest, lien, or right of recoupment or setoff that
the Account Holder may have, now or in the future, against any Account or property (including, without limitation, any funds and financial assets) credited to any Account, and (ii) agrees that
it will not exercise any right in respect of any such security interest or lien or any such right of recoupment or setoff until the Security Interest is terminated, except that the Account Holder
(A) will retain its prior security interest and lien on property credited to any Account, (B) may exercise any right in respect of such security interest or lien, and (C) may
exercise any right of recoupment or setoff against any Account, in the case of clauses (A), (B) and (C) above, to secure or to satisfy, and only to secure or to satisfy, payment
(x) for such property, (y) for its customary fees and expenses for the routine maintenance and operation of such Account, and (z) if such Account is a deposit account, for the
face amount of any items that have been credited to such Account but are subsequently returned unpaid because of uncollected or insufficient funds. 



        (b)   The
Account Holder will not enter into any other agreement with any Person relating to Account Directions or other directions with respect to the Account. 


        SECTION
5.    Statements, Confirmations, and Notices of Adverse Claims.    


        (a)   Upon
the request of the Secured Party, the Account Holder will send copies of all statements and confirmations for each Account simultaneously to the Secured Party and
the Grantor. 


        (b)   When
the Account Holder knows of any claim or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any Account
other than the claims and interests of the parties referred to in this Agreement, the Account Holder will promptly notify the Secured Party and the Grantor of such claim or interest. 


37







 



        SECTION
6.    The Account Holder's Responsibility.    



        (a)   Except
for permitting a withdrawal, delivery, or payment in violation of Section 3, the Account Holder will not be liable to the Secured Party for complying with
Account Directions or other directions concerning any Account from the Grantor that are received by the Account Holder before the Account Holder receives and has a reasonable opportunity to act on a
Notice of Exclusive Control. 


        (b)   The
Account Holder will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Account Direction or other
direction concerning any Account originated by the Secured Party, even if the Grantor notifies the Account Holder that the Secured Party is not legally entitled to issue the Notice of Exclusive
Control or Account Direction or such other direction unless the Account Holder takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing
so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. 


        (c)   This
Agreement does not create any obligation of the Account Holder except for those expressly set forth in this Agreement and, in the case of any Account that is a
securities account, in Part 5 of Article 8 of the N.Y. Uniform Commercial Code and, in the case of any Account that is a deposit account, in Article 4 of the N.Y. Uniform
Commercial Code. In particular, the Account Holder need not investigate whether the Secured Party is entitled under the Secured Party's agreements with the Grantor to give an Account Direction or
other direction concerning any Account or a Notice of Exclusive Control. The Account Holder may rely on notices and communications it believes given by the appropriate party. 


        SECTION
7.    Indemnity.    The Grantor will indemnify the Account Holder, its officers, directors, employees and
agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney's fees and disbursements), except to the extent the claims,
liabilities or expenses are caused by the Account Holder's gross negligence or willful misconduct as found by a court of competent jurisdiction in a final, nonappealable judgment. 



        SECTION
8.    Termination; Survival.    


        (a)   The
Secured Party may terminate this Agreement by notice to the Account Holder and the Grantor. If the Secured Party notifies the Account Holder that the Security
Interest has terminated, this Agreement will immediately terminate. 


        (b)   The
Account Holder may terminate this Agreement on 30 days' prior notice to the Secured Party and the Grantor,  provided that before such termination the Account Holder and the Grantor, unless otherwise
agreed to by the Secured Party, shall make arrangements to
transfer the property (including, without limitation, all funds and financial assets) credited to each Account to another Account Holder that shall have executed, together with the Grantor, a control
agreement in favor of the Secured Party in respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party. 


        (c)   Sections
6 and 7 will survive termination of this Agreement. 


        SECTION
9.    Governing Law.    This Agreement and, notwithstanding anything to the contrary in any agreement between
the Account Holder and the Grantor, each Account will be governed by the law of the State of New York. The Account Holder and the Grantor may not change the law governing any Account without the
Secured Party's express prior written agreement. 


        SECTION
10.    Entire Agreement.    This Agreement is the entire agreement, and supersedes any prior agreements, and
contemporaneous oral agreements, of the parties concerning its subject matter. 


        SECTION
11.    Amendments.    No amendment of, or waiver of a right under, this Agreement will be binding unless it is
in writing and signed by the party to be charged. 


38







 



        SECTION
12.    Financial Assets.    The Account Holder agrees with the Secured Party and the Grantor that, to the
fullest extent permitted by applicable law, all property (other than funds) credited from time to time to any Account will be treated as financial assets under Article 8 of the N.Y. Uniform
Commercial Code. 


        SECTION
13.    Notices.    A notice or other communication to a party under this Agreement will be in writing (except
that Account Directions may be given orally), will be sent to the party's address set forth under its name below or to such other address as the party may notify the other parties and will be
effective on receipt. 


        SECTION
14.    Binding Effect.    This Agreement shall become effective when it shall have been executed by the
Grantor, the Secured Party and the Account Holder, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Account Holder and their respective
successors and assigns. 


        SECTION
15.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 


*** 


39







 

        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 



	 	 	[NAME OF GRANTOR]
	

 	
 	

By	

 Name:

Title:
	

 	
 	

Address:
	

 	
 	

[                ],

    as Trustee
	

 	
 	

By	

 Name:

Title:
	

 	
 	

Address:
	

 	
 	

[NAME OF ACCOUNT HOLDER]
	

 	
 	

By	

 Name:

Title:
	

 	
 	

Address:




40








  



 
 

EXHIBIT A    
    


[Statements
of the various Accounts showing the property credited to each Account] 


41








  



Exhibit C to the

Security Agreement  


 
 

FORM OF CONSENT AND AGREEMENT    
    


        The undersigned (the "Insurer") hereby acknowledges and consents to the grant by [Name of
Grantor] (the "Grantor") to [            ] (the "Trustee"), as
trustee for the secured parties under the Security Agreement dated as of May [    ], 2004 among the Grantor, the other lien grantors party thereto and the
Trustee, of a security interest in the following insurance policies (the "Policies") with the Insurer for which the Grantor is the beneficiary or
otherwise entitled to reimbursement or payment: 


        [list
policy numbers and other identifying information] 


        Until
the Insurer shall have received written notice from the Trustee that an "Event of Default" under the New Indenture dated as of May [    ],
2004, between Foster Wheeler LLC and certain of its affiliates (as guarantors) and [            ], Trustee, shall have occurred, the Insurer shall pay any proceeds under the
Policies to the Grantor. 



	 	 	[NAME OF INSURER]
	

 	
 	

By:	

 Name:

Title:




42








  



Exhibit D to the

Security Agreement  


 
 

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT
  (Securities Account)    



        CONTROL
AGREEMENT dated as of            , 200  among            ,
a            (the "Grantor"),
[            ], as Trustee (the "Secured Party") and            ,
a            ("            "), as securities
intermediary (the "Securities Intermediary"). 


PRELIMINARY
STATEMENTS: 


        (1)   The
Grantor has granted the Secured Party a security interest (the "Security Interest") in account no.            
maintained by the Securities Intermediary for the Grantor (the "Account"). 


        (2)   Terms
defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York ("N.Y. Uniform Commercial
Code") are used in this Agreement as such terms are defined in such Article 8 or 9. 


        NOW,
THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows: 


        SECTION
1.    The Account.    The Securities Intermediary represents and warrants to, and agrees with, the Grantor and
the Secured Party that: 


        (a)   The
Securities Intermediary maintains the Account for the Grantor, and all property held by the Securities Intermediary for the account of the Grantor is, and will
continue to be, credited to the Account. 


        (b)   The
Account is a securities account. The Securities Intermediary is the securities intermediary with respect to the property credited from time to time to the Account.
The Grantor is the entitlement holder with respect to the property credited from time to time to the Account. 



        (c)   The
State of New York is, and will continue to be, the Securities Intermediary's jurisdiction of organization for purposes of Section 8-110(e) of the
UCC so long as the Security Interest shall remain in effect. 


        (d)   Exhibit A
attached hereto is a statement of the property credited to the Account on the date hereof. 


        (e)   The
Securities Intermediary does not know of any claim to or interest in the Account or any property credited to the Account, except for claims and interests of the
parties referred to in this Agreement. 


        SECTION
2.    Control by Secured Party.    The Securities Intermediary will comply with all notifications it receives
directing it to transfer or redeem any property in the Account (each an "Entitlement Order") or other directions concerning the Account (including,
without limitation, directions to distribute to the Secured Party proceeds of any such transfer or redemption or interest or dividends on property in the Account) originated by the Secured Party
without further consent by the Grantor or any other person. 


        SECTION
3.    Grantor's Rights in Account.    


        (a)   Except
as otherwise provided in this Section 3, the Securities Intermediary will comply with Entitlement Orders originated by the Grantor without further consent
by the Secured Party. 


        (b)   Until
the Securities Intermediary receives a notice from the Secured Party that the Secured Party will exercise exclusive control over the Account (a  "Notice of Exclusive Control"), the Securities 


43







 



Intermediary
(i) will comply with the Account Directions and other directions concerning each Account originated by the Grantor and (ii) may distribute to the Grantor all interest and
regular cash dividends on property in the Account. 


        (c)   If
the Securities Intermediary receives from the Secured Party a Notice of Exclusive Control, the Securities Intermediary will cease: 



        (i)    complying
with Entitlement Orders or other directions concerning the Account originated by the Grantor and 


        (ii)   distributing
to the Grantor interest and dividends on property in the Account. 




        SECTION
4.    Priority of Secured Party's Security Interest    


        (a)   The
Securities Intermediary subordinates in favor of the Secured Party any security interest, lien, or right of setoff it may have, now or in the future, against the
Account or property in the Account, except that the Securities Intermediary will retain its prior lien on property in the Account to secure payment for property purchased for the Account and normal
commissions and fees for the Account. 


        (b)   The
Securities Intermediary will not agree with any Person not party to this Agreement that the Securities Intermediary will comply with Entitlement Orders originated by
such Person. 


        SECTION
5.    Statements, Confirmations, and Notices of Adverse Claims.    



        (a)   Upon
the request of the Secured Party, the Securities Intermediary will send copies of all statements and confirmations for the Account simultaneously to the Grantor and
the Secured Party. 


        (b)   When
the Securities Intermediary knows of any claim or interest in the Account or any property credited to the Account other than the claims and interests of the parties
referred to in this Agreement, the Securities Intermediary will promptly notify the Secured Party and the Grantor of such claim or interest. 


        SECTION
6.    The Securities Intermediary's Responsibility.    



        (a)   Except
for permitting a withdrawal, delivery, or payment in violation of Section 3, the Securities Intermediary will not be liable to the Secured Party for
complying with Entitlement Orders or other directions concerning the Account from the Grantor that are received by the Securities Intermediary before the Securities Intermediary receives and has a
reasonable opportunity to act on a Notice of Exclusive Control. 


        (b)   The
Securities Intermediary will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Entitlement Order or other
direction concerning the Account originated by the Secured Party, even if the Grantor notifies the Securities Intermediary that the Secured Party is not legally entitled to issue the Notice of
Exclusive Control or Entitlement Order or such other direction unless the Securities Intermediary takes the action after it is served with an injunction, restraining order, or other legal process
enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. 


        (c)   This
Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement and in Part 5 of
Article 8 of the N.Y. Uniform Commercial Code. In particular, the Securities Intermediary need not investigate whether the Secured Party is entitled under the Secured Party's agreements with
the Grantor or Secured Party to give an Entitlement Order or other direction concerning the Account or a Notice of Exclusive Control. The Securities Intermediary may rely on notices and communications
it believes given by the appropriate party. 


44







 



        SECTION
7.    Indemnity.    The Grantor will indemnify the Securities Intermediary, its officers, directors, employees
and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney's fees and disbursements), except to the extent the claims,
liabilities or expenses are caused by the Securities Intermediary's gross negligence or willful misconduct as found by a court of competent jurisdiction in a final, non-appealable
judgment. 


        SECTION
8.    Termination; Survival.    


        (a)   The
Secured Party may terminate this Agreement by notice to the Securities Intermediary and the Grantor. If the Secured Party notifies the Securities Intermediary that
the Security Interest has terminated, this Agreement will immediately terminate. 


        (b)   The
Securities Intermediary may terminate this Agreement on 30 days' prior notice to the Secured Party and the Grantor,  provided that before such termination the Securities Intermediary and the Grantor
shall, unless otherwise agreed to by the Secured Party, make
arrangements to transfer the property in the Account to another securities intermediary that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in
respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party. 


        (c)   Sections
6 and 7 will survive termination of this Agreement. 


        SECTION
9.    Governing Law.    This Agreement and, notwithstanding anything to the contrary in any agreement between
the Securities Intermediary and the Grantor, the Account will be governed by the law of the State of New York. The Securities Intermediary and the Grantor may not change the law governing the Account
without the Secured Party's express prior written agreement. 


        SECTION
10.    Entire Agreement.    This Agreement is the entire agreement, and supersedes any prior agreements, and
contemporaneous oral agreements, of the parties concerning its subject matter. 



        SECTION
11.    Amendments.    No amendment of, or waiver of a right under, this Agreement will be binding unless it is
in writing and signed by the party to be charged. 


        SECTION
12.    Financial Assets.    The Securities Intermediary agrees with the Secured Party and the Grantor that, to
the fullest extent permitted by applicable law, all property credited from time to time to the Account will be treated as financial assets under Article 8 of the N.Y. Uniform Commercial Code. 



        SECTION
13.    Notices.    A notice or other communication to a party under this Agreement will be in writing (except
that Entitlement Orders may be given orally), will be sent to the party's address set forth under its name below or to such other address as the party may notify the other parties and will be
effective on receipt. 


        SECTION
14.    Binding Effect.    This Agreement shall become effective when it shall have been executed by the
Grantor, the Secured Party and the Securities Intermediary, and thereafter shall be binding upon
and inure to the benefit of the Grantor, the Secured Party and the Securities Intermediary and their respective successors and assigns. 


        SECTION
15.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 


45







 

        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 



	 	 	[NAME OF GRANTOR]
	

 	
 	

By	

 Title:
	

 	
 	

Address:
	

 	
 	

[                ],

    as Trustee
	

 	
 	

By	

 Title:
	

 	
 	

Address:
	

 	
 	

[NAME OF SECURITIES INTERMEDIARY]
	

 	
 	

By	

 Title:
	

 	
 	

Address:




46








  



Exhibit E to the

Security Agreement  


 
  FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT    
    


        This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the  "IP Security
Agreement") dated                , 200  , is made by the Persons listed on the signature pages hereof (collectively, the  "Grantors") in favor of [                ], as Trustee (the "Trustee") for the
Secured Parties (as defined in the New Indenture referred to below). 


        WHEREAS,
Foster Wheeler LLC, a Delaware limited liability corporation, and the Guarantors party thereto have entered into the Indenture dated as of
May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "New
Indenture"), with [                ], as Trustee. Terms defined in the New Indenture or the Security Agreement referred to below and not otherwise
defined herein are used herein as defined in the New Indenture or the Security Agreement. 



        WHEREAS,
as a condition precedent to the issuance of the Notes under the New Indenture, each Grantor has executed and delivered that certain Security Agreement dated as of
May [    ], 2004 made by the Grantors to the Trustee (as amended, amended and restated, supplemented or otherwise modified from time to time, the  "Security Agreement").



        WHEREAS,
under the terms of the Security Agreement, the Grantors have granted a security interest in, among other property, certain intellectual property of the Grantors to the Trustee
for the benefit of the Secured Parties, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office and the United States
Copyright Office. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows: 


        SECTION
1.    Grant of Security.    Each Grantor hereby grants to the Trustee for the benefit of the Secured Parties a
security interest in and to all of such Grantor's right, title and interest in and to the following (the "Collateral"): 



        (i)    the
United States patents and patent applications set forth in Schedule A hereto together with all reissues, divisions, continuations,
continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions (the  "Patents"); 


        (ii)   the
United States trademark and service mark registrations and applications set forth in Schedule B hereto (the  "Trademarks"); 


        (iii)  the
United States copyright registrations and applications set forth in Schedule C hereto (the "Copyrights"); 



        (iv)  any
and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks and Copyrights, with the
right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 


        (v)   any
and all proceeds of the foregoing. 




        SECTION
2.    Security for Obligations.    The grant of a security interest in, the Collateral by each Grantor under
this IP Security Agreement secures the payment of all Secured Obligations (as defined in the Security Agreement) of such Grantor now or hereafter existing, whether direct or indirect, absolute
or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 


        SECTION
3.    Recordation.    Each Grantor authorizes and requests that the Register of Copyrights and the
Commissioner of Patents and Trademarks record this IP Security Agreement. 


        SECTION
4.    Execution in Counterparts.    This IP Security Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 



        SECTION
5.    Grants, Rights and Remedies.    This IP Security Agreement has been entered into in conjunction with the
provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Trustee with respect to
the
Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. 


        SECTION
6.    Governing Law.    This IP Security Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York. 


47







 

        IN
WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. 



	ATTEST:	 	FOSTER WHEELER LLC

By: Foreign Holdings Ltd., its sole member
	

By	
 	

 Name:

Title:	
 	

By	
 	

 Name:

Title:
	

 	
 	

 	
 	

FOSTER WHEELER USA CORPORATION

FOSTER WHEELER POWER GROUP, INC.

    (formerly known as FOSTER WHEELER

    ENERGY INTERNATIONAL, INC.)

FOSTER WHEELER ENERGY CORPORATION

FOSTER WHEELER INC. (formerly known as

    FOSTER WHEELER US HOLDINGS, INC.)

FOSTER WHEELER INTERNATIONAL

    HOLDINGS, INC.

FOREIGN HOLDINGS LTD.

FOSTER WHEELER LTD.

EQUIPMENT CONSULTANTS, INC.

FOSTER WHEELER ASIA LIMITED

FOSTER WHEELER CAPITAL & FINANCE

    CORPORATION

FOSTER WHEELER CONSTRUCTORS, INC.

FOSTER WHEELER DEVELOPMENT CORPORATION

FOSTER WHEELER ENERGY MANUFACTURING, INC.

FOSTER WHEELER ENERGY SERVICES, INC.

FOSTER WHEELER ENVIRESPONSE, INC.

FOSTER WHEELER ENVIRONMENTAL

    CORPORATION

FOSTER WHEELER FACILITIES MANAGEMENT, INC.

FOSTER WHEELER INTERNATIONAL

    CORPORATION

FOSTER WHEELER POWER SYSTEMS, INC.

FOSTER WHEELER PYROPOWER, INC.

FOSTER WHEELER REAL ESTATE

    DEVELOPMENT CORP.

FOSTER WHEELER REALTY SERVICES, INC.

FOSTER WHEELER VIRGIN ISLANDS, INC.

FOSTER WHEELER ZACK, INC.

FW MORTSHAL, INC.

FW TECHNOLOGIES HOLDING, LLC

HFM INTERNATIONAL, INC.

PROCESS CONSULTANTS, INC.

PYROPOWER OPERATING SERVICES

    COMPANY, INC.

[To be completed]
	

 	
 	

 	
 	

By:	
 	

 Name:

Title:




48








  



Exhibit F to the

Security Agreement  


 
  FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT    
    


        This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this "IP Security Agreement Supplement") dated
            , 200  , is made by the Personlisted on the signature page hereof (the "Grantor") in favor of
[                ], as Trustee (the "Trustee") for the Secured Parties (as defined in the New Indenture referred to below).



        WHEREAS,
Foster Wheeler LLC, a Delaware limited liability company, and the Guarantors party thereto have entered into an Indenture dated as of
May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "New
Indenture") with [            ], as Trustee. Terms defined in the New Indenture or the Security Agreement referred to below and not otherwise defined
herein are used herein as defined in the New Indenture or the Security Agreement. 


        WHEREAS,
pursuant to the New Indenture, the Grantor and certain other Persons have executed and delivered that certain Security Agreement dated as of
May [    ], 2004 made by the Grantor and such other Persons to the Trustee (as amended, amended and restated, supplemented or otherwise modified from time to
time, the "Security Agreement") and that certain Intellectual Property Security Agreement dated                ,
20    (as amended, amended
and restated, supplemented or otherwise modified from time to time, the "IP Security Agreement"). 



        WHEREAS,
under the terms of the Security Agreement, the Grantor has granted a security interest in the Additional Collateral (as defined in Section 1 below) of the Grantor to the
Trustee for the benefit of the Secured Parties and has agreed as a condition thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office and the
United States Copyright Office. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows: 


        SECTION
1.    Confirmation of Grant of Security.    The Grantor hereby grants to the Trustee for the benefit of the
Secured Parties a security interest in and to all of the Grantor's right, title and interest in and to the following (the "Additional Collateral"): 



        (i)    The
United States patents and patent applications set forth in Schedule A hereto, together with all reissues, divisions, continuations,
continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions (the  "Patents"); 


        (ii)   The
United States trademark and service mark registrations and applications set forth in Schedule B hereto (the  "Trademarks"); 



        (iii)  The
United States copyright registrations and applications set forth in Schedule C hereto (the "Copyrights"); 


        (iv)  any
and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks and Copyrights, with the
right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and 


        (v)   any
and all proceeds of the foregoing. 




        SECTION
2.    Supplement to Security Agreement.    Schedule III to the Security Agreement is, effective as of
the date hereof, hereby supplemented to add to such Schedule the Additional Collateral. 


        SECTION
3.    Security for Obligations.    The grant of a security interest in the Additional Collateral by the
Grantor under this IP Security Agreement Supplement secures the payment of all Secured Obligations (as defined in the Security Agreement) of the Grantor now or hereafter existing, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. 


        SECTION
4.    Recordation.    The Grantor authorizes and requests that the Register of Copyrights and the Commissioner
of Patents and Trademarks record this IP Security Agreement Supplement. 


        SECTION
5.    Grants, Rights and Remedies.    This IP Security Agreement Supplement has been entered into in
conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the
Trustee with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth
herein. 


        SECTION
6.    Governing Law.    This IP Security Agreement Supplement shall be governed by, and construed in
accordance with, the laws of the State of New York. 


49







 

        IN
WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above
written. 



	 	 	[NAME OF GRANTOR]
	

 	
 	

By	

 Name:

Title:
	

 	
 	

Address for Notices:




[ADD
ACKNOWLEDGMENT FORM IF NEEDED] 


50








  



Exhibit G to the

Security Agreement  


 
  FORM OF PERFECTION CERTIFICATE    
    


        The undersigned is a duly authorized officer of [NAME OF LIEN GRANTOR] (the "Lien
Grantor"). With reference to the Security Agreement dated as of May [    ], 2004 among Foster Wheeler LLC, the Grantors party thereto
and [            ], as Trustee (terms defined therein being used herein as therein defined), the undersigned certifies to the Trustee and each other Secured Party as
follows: 


	A.
	Information Required for Filings under Revised UCC and Searches for Prior Filings Thereunder.




        1.    Jurisdiction of Organization.    The Lien Grantor is a [corporation] organized under the
laws of            . 


        2.    Name.    The exact corporate name of the Lien Grantor as it appears in its [certificate of
incorporation] is as follows: 


        3.    Prior Names.    



        (a)   Set
forth below is each other [corporate] name that the Lien Grantor has had since its organization, together with the date of the relevant
change: 


        (b)   Except
for the corporate restructuring of Foster Wheeler Corporation in May 2001 or else as set forth in Schedule I hereto, the Lien Grantor has not
changed its [corporate] structure(1) in any way within the past five years. 




	(1)
	Changes
in corporate structure would include mergers and consolidations, as well as any change in the Lien Grantor's form of organization. If any such change has occurred, include in
Schedule I the information required by Part A of this certificate as to each constituent party to a merger or consolidation and any other predecessor organization. 



        (c)   None
of the Lien Grantor's Collateral was acquired from another Person within the past [five years], except: 



        (i)    property
sold to the Lien Grantor by another Person in the ordinary course of such other Person's business; 


        (ii)   property
with respect to which the Security Interests are to be perfected by taking possession or control thereof; 


        (iii)  property
acquired in transactions described in Schedule II hereto; and 


        (iv)  other
property having an aggregate fair market value not exceeding $            . 




        4.    Filing Office.    In order to perfect the Security Interests granted by the Lien Grantor, a duly signed
financing statement on Form UCC-l, with the collateral described as set forth on Schedule III hereto, should be on file in the office of the Secretary of State of            .



	B.
	Additional Information Required for Filings under Old UCC and Searches for Prior Filings Thereunder.


51







 

        1.    Current Locations.    


        (a)   The
chief executive office of the Lien Grantor is located at the following address: 



	Mailing Address
	 	County
	 	State

	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 






        The
Lien Grantor [does] [does not] have a place of business in another county of the State listed above. 


        (b)   The
following are all places of business of the Lien Grantor not identified above: 



	Mailing Address
	 	County
	 	State

	

 	
 	

 	
 	

 






        (c)   The
following are all locations not identified above where the Lien Grantor maintains any Inventory:(2) 




	(2)
	In
the alternative, if the Lien Grantor certifies that the value of the Inventory is a small amount, then the locations of the Inventory do not need to be listed under clauses (c) and
(d). 






	Mailing Address
	 	County
	 	State

	

 	
 	

 	
 	

 






        (d)   The
following are the names and addresses of all Persons (other than the Lien Grantor) that have possession of any of the Lien Grantor's Inventory:(1) 



	Mailing Address
	 	County
	 	State

	

 	
 	

 	
 	

 






        2.    Prior Locations.    


        (a)   Set
forth below is the information required by paragraphs (a) and (b) of Part B-1 above with respect to each other location or place of
business maintained by the Lien Grantor at any time during the past five years: 





        (b)   Set
forth below is the information required by paragraphs (c) and (d) of Part B-1 above with respect to each other location or bailee
where or with whom any of the Lien Grantor's Inventory has been lodged at any time during the past four months: 





        IN
WITNESS WHEREOF, I have hereunto set my hand this    day of                , 200  . 



	 	 	
 Name:

Title:




52








  



Schedule III to

Perfection Certificate  


 
  DESCRIPTION OF COLLATERAL    
    



        All assets of the Debtor whether now owned or hereafter acquired and wherever located, and all proceeds thereof, but otherwise subject to the limitations set
forth in the Security Agreement, dated as of May [    ], 2004, among the Debtor, certain affiliates thereof and [                ], as
Trustee (as in effect from time to time). 


53











QuickLinks


TABLE OF CONTENTS


SECURITY AGREEMENT

PRELIMINARY STATEMENTS.


FORM OF SECURITY AGREEMENT SUPPLEMENT


FORM OF ACCOUNT CONTROL AGREEMENT (Deposit Account/Securities Account)


EXHIBIT A


FORM OF CONSENT AND AGREEMENT


FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Securities Account)


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT


FORM OF PERFECTION CERTIFICATE


DESCRIPTION OF COLLATERAL