Unassociated Document

EXHIBIT A

[Form of Assignment and Assumption]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________

[and is an Affiliate/Approved Fund of [identify Lender](1)]

——————

(1) Select as applicable.

Assignment and Assumption

3. Administrative Agent:

BNP Paribas, as the administrative agent under the Credit Agreement

4. Credit Agreement:

BNP Paribas, as the administrative agent under the Credit Agreement

5. Assigned Interest:

The $350,000,000 Credit Agreement dated as of September 13, 2006 between Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (each a “Borrower” and, collectively, the “Borrowers”), Foster Wheeler Ltd. (the “Parent”), Foster Wheeler Holdings Ltd. (“Holdco”), the Subsidiary Guarantors party thereto, the Lenders party thereto and BNP Paribas, as Administrative Agent.

Facility Assigned(2)	Aggregate Amount of Commitment/Loans/ Synthetic LC Funding Amounts/Synthetic LC Credit-Linked Deposits for all Lenders	Amount of Commitment/Loans/ Synthetic LC Funding Amounts/Synthetic LC Credit-Linked Deposits Assigned	Percentage Assigned of Commitment/Loans/ Synthetic LC Funding Amounts/Synthetic LC Credit-Linked Deposits(3)
	$	$	%
	$	$	%
	$	$	%

Effective Date (herein, the “Effective Date”): _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

——————

(2)	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Synthetic LC Funding Amount,” etc.)

(3)	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Assignment and Assumption

- 2 -

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________

Title:

Assignment and Assumption

- 3 -

Consented to and Accepted:

BNP PARIBAS, as Administrative

Agent [and Swingline Lender](4)

By_________________________________

Title:

[ISSUING LENDERS]

[Complete as appropriate]

[Consented to:](5)

FOSTER WHEELER LLC

By________________________________

Title:

——————

(4)	To be added in the case of any assignment of Revolving Credit Commitments.

(5)	To be added only if the consent of the Company is required by the terms of the Credit Agreement.

Assignment and Assumption

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ANNEX 1

$350,000,000 CREDIT AGREEMENT DATED AS OF SEPTEMBER 13, 2006

BETWEEN FOSTER WHEELER LLC, FOSTER WHEELER INC., FOSTER WHEELER USA CORPORATION, FOSTER WHEELER NORTH AMERICA CORP., FOSTER WHEELER ENERGY CORPORATION and FOSTER WHEELER INTERNATIONAL CORPORATION, AS BORROWERS, FOSTER WHEELER LTD., FOSTER WHEELER HOLDINGS LTD., THE SUBSIDIARY GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND BNP PARIBAS, AS ADMINISTRATIVE AGENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignment and Assumption

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Assignment and Assumption

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EXHIBIT B-1

[Form of Opinion of Counsel to the Obligors]

[__________], 2006

The lenders listed on Schedule A hereto

and

BNP Paribas, as Administrative Agent for the lenders listed on Schedule A hereto

Re:

The Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as special counsel to Foster Wheeler LLC, a Delaware limited liability company (the “Company”), Foster Wheeler Inc., a Delaware corporation, Foster Wheeler USA Corporation, a Delaware corporation, Foster Wheeler North America Corp., a Delaware corporation, Foster Wheeler Energy Corporation, a Delaware corporation, Foster Wheeler International Corporation, a Delaware corporation (collectively, the “Corporate Borrowers,” and together with Company, the “Borrowers”), and the Affiliates of the Company that are listed as “U.S. Guarantors” (together with the Borrowers, the “U.S. Credit Parties”) and “Non-U.S. Guarantors” on Schedule B hereto (collectively, the “Guarantors” and together with the Borrowers, the “Credit Parties”) in connection with that certain Credit Agreement dated as of September 13, 2006 (the “Credit Agreement”), among the Borrowers, the Guarantors, the lenders party thereto and BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender.

This letter is furnished pursuant to Section 6.01(b) of the Credit Agreement. Capitalized terms defined in the Credit Agreement, used herein and not otherwise defined herein, shall have the meanings given them in the Credit Agreement.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the stated procedure), and except where a statement is qualified as to knowledge (in which case we have with your consent made no or limited inquiry as specified below). We have examined, among other things, the Credit Agreement.

Opinion of Counsel to the Obligors

As used in this letter, the “NY UCC” shall mean the Uniform Commercial Code as now in effect in the State of New York.

With your consent, we have relied with respect to certain factual matters upon the foregoing, including the representations and warranties of the Credit Parties in the Credit Agreement, and upon certificates of officer(s) of the Credit Parties and of others. We have not independently verified such factual matters.

We are opining herein as to the effect on the subject transaction only of the federal laws of the United States and the internal laws of the State of New York. We express no opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

Unless otherwise stated herein, our opinions herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers and guarantors in secured loan transactions. We express no opinion as to any state or federal laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Credit Agreement or the legal or regulatory status of any of their affiliates. Various matters pertaining to certain US laws and Bermuda, Canada, Cyprus, England, Hungary, Luxembourg, The Netherlands, Portugal, Singapore and Venezuela law are addressed in the opinions of Peter J. Ganz, Conyers Dill & Pearman, Blake, Cassels & Graydon LLP, Kinanis - Pyrgou + Co., Latham & Watkins LLP (London), Dr. Bényi E. László Law Firm, Linklaters Loesch, NautaDutilh N.V., Franco Caiado Guerreiro & Associados, Allen & Gledhill and Travieso Evans Arria Rengel & Paz, respectively, separately provided to you. We express no opinion with respect to those matters, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing, assuming each and all of the matters set forth in the penultimate paragraph of this letter and subject to the other matters set forth herein, it is our opinion that, as of the date hereof:

1. The Credit Agreement constitutes a legally valid and binding obligation of the Credit Parties, enforceable against each Credit Party in accordance with its terms.

2. The execution and delivery of the Credit Agreement by the Credit Parties on the date hereof do not:

(i) violate any federal or New York statute, rule, or regulation applicable to the Credit Parties (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, assuming the Credit Parties comply with the provisions of the Loan Documents relating to the use of proceeds); or

(ii) require any consents, approvals, or authorizations to be obtained by the Credit Parties from, or any registrations, declarations or filings to be made by the Credit Parties with, any governmental authority, under any federal or New York statute, rule or regulation applicable to the Credit Parties that have not been obtained or made, except (a) filings and recordings required in order to perfect or otherwise protect the security interests to be granted pursuant to the Credit Agreement and (b) any consents or approvals required in connection with a disposition of collateral including compliance with federal and state securities laws in connection with any sale of any portion of the collateral consisting of securities under such securities laws.

Opinion of Counsel to the Obligors

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3. The Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Our opinions are subject to:

(a) the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors, or the judicial application of foreign laws or governmental actions affecting creditors’ rights;

(b) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought;

(c) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of or contribution to a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy;

(d) we express no opinion with respect to (i) consents to, or restrictions upon, governing law (except for the validity under the laws of the State of New York, but subject to mandatory choice of law rules and constitutional limitations, of provisions in the Credit Agreement which expressly choose New York as the governing law for the Credit Agreement), jurisdiction (except for the validity under the laws of the State of New York, but subject to mandatory jurisdiction rules and constitutional limitations, of provisions in the Credit Agreement which expressly provide for submission to the non-exclusive jurisdiction of New York state courts), venue, remedies or judicial relief;(ii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iii) waivers of broadly or vaguely stated rights; (iv) provisions for exclusivity, election or cumulation of rights or remedies; (v) provisions authorizing or validating conclusive or discretionary determinations; (vi) grants of setoff rights; (vii) provisions to the effect that a guarantor is liable as a primary obligor, and not as a surety; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; and (xi) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; and

Opinion of Counsel to the Obligors

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(e) we express no opinion as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, margin regulations, pension or employee benefit laws, usury laws (other than those of the State of New York) and environmental laws (without limiting other laws excluded by customary practice).

We express no opinion as to the creation, perfection or priority of any security interest or lien.

We call to your attention that enforcement of a claim denominated in a foreign currency may be limited by requirements that the claim (or a judgment in respect of the claim) be converted into United States dollars, and we express no opinion as to the enforceability of any indemnity for losses associated with the exchange of the judgment currency into any other currency.

With your consent, we have assumed (a) that each Credit Party and each other party to the Credit Agreement exists and has the right, power and authority to execute, deliver and perform its obligations under the Credit Agreement under all laws applicable to it, (b) that the Credit Agreement has been duly authorized, executed and delivered by each Credit Party and each other party thereto, (c) that the Credit Agreement constitutes legally valid and binding obligations of the parties thereto other than the Credit Parties, enforceable against each of them in accordance with their respective terms, and (d) that the status of the Credit Agreement as legally valid and binding obligations of each party thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities, provided that we make no such assumption to the extent we have opined as to such matters with respect to the Credit Parties in paragraph 2(ii) of this letter.

This letter is furnished only to you and is solely for your benefit in connection with the transactions referenced in the first paragraph. This letter may not be relied upon by you for any other purpose or furnished or quoted by you to any other person, firm or entity for any other purpose and may not be assigned to or relied on by any other person, firm or entity for any purpose, in each case without our prior written consent, which may be granted or withheld in our discretion. At your request, we hereby consent to reliance hereon by any future assignee of your interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.08 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time.

Very truly yours,

Opinion of Counsel to the Obligors

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SCHEDULE A

LENDERS

Opinion of Counsel to the Obligors

SCHEDULE B

GUARANTORS

U.S. Guarantors:

Foster Wheeler LLC (DE)

Foster Wheeler Inc. (DE)

Foster Wheeler USA Corporation (DE)

Foster Wheeler North America Corp. (DE)

Foster Wheeler International Corporation (DE)

Foster Wheeler Energy Corporation (DE)

Foster Wheeler Virgin Islands, Inc. (DE)

Foster Wheeler Zack, Inc. (DE)

Foster Wheeler Energy Services, Inc. (CA)

10.

Foster Wheeler Pyropower, Inc. (NY)

11.

Foster Wheeler Real Estate Development Corp. (DE)

12.

Foster Wheeler Development Corporation (DE)

13.

Foster Wheeler Realty Services, Inc. (DE)

14.

Foster Wheeler Power Systems, Inc. (DE)

15.

Foster Wheeler Asia Limited (DE)

16.

Foster Wheeler Intercontinental Corporation (DE)

17.

Process Consultants, Inc. (DE)

18.

Foster Wheeler International Holdings, Inc. (DE)

19.

Foster Wheeler Constructors, Inc. (DE)

20.

Foster Wheeler Energy Manufacturing, Inc. (DE)

21.

Foster Wheeler Facilities Management, Inc. (DE)

22.

Pyropower Operating Services Company, Inc. (CA)

23.

Foster Wheeler Environmental Corporation (TX)

Non-U.S. Guarantors:

Foster Wheeler Ltd.

Foster Wheeler Holdings Ltd.

FW Management Operations, Ltd.

Perryville Service Company Ltd.

Continental Finance Company Ltd.

FW European E&C Ltd.

Foster Wheeler Power Company Ltd./La Societe D’Energie Foster Wheeler Ltee

Foster Wheeler Canada Ltd.

Foster Wheeler Europe Limited

10.

FW Hungary Licensing Limited Liability Company

11.

Financial Services S.à r.l.

12.

Foster Wheeler (Malaysia) Sdn. Bhd.

13.

Foster Wheeler Continental B.V.

14.

FW Netherlands C.V.

15.

F.W.- Gestăo E Serviços, S.A.

16.

Foster Wheeler Asia Pacific Pte. Ltd.

17.

FW Overseas Operations Limited

18.

Foster Wheeler Caribe Corporation, C.A.

19.

Manops Limited

20.

P.E. Consultants, Inc.

Opinion of Counsel to the Obligors

EXHIBIT B-2

[Form of Opinion of General Counsel]

[__________], 2006

The lenders listed on Schedule A hereto

and

BNP Paribas, as Administrative Agent for the lenders listed on Schedule A hereto

Re:

The Credit Agreement referred to below

Ladies and Gentlemen:

I am General Counsel to Foster Wheeler Ltd., a Bermuda company, and have acted in that capacity as counsel to Foster Wheeler LLC, a Delaware limited liability company (the “Company”), Foster Wheeler Inc., a Delaware corporation, Foster Wheeler USA Corporation, a Delaware corporation, Foster Wheeler North America Corp., a Delaware corporation, Foster Wheeler Energy Corporation, a Delaware corporation, Foster Wheeler International Corporation, a Delaware corporation (collectively, the “Borrowers”), and the Affiliates of the Company that are listed as “U.S. Guarantors” (together with the Borrowers, the “U.S. Credit Parties”) and “Non-U.S. Guarantors” on Schedule B hereto (collectively, the “Guarantors” and together with the Borrowers, the “Credit Parties”) in connection with that certain Credit Agreement dated as of September 13, 2006 (the “Credit Agreement”), among the Borrowers, the Guarantors, the lenders party thereto and BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”) and as issuing lender.

As such counsel, I have examined such matters of fact and questions of law as I have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case I have with your consent performed the stated procedure), and except where a statement is qualified as to knowledge (in which case I have with your consent made no or limited inquiry as specified below). I have examined, among other things, the following:

Opinion of General Counsel

(a) The Credit Agreement; and

(b) The Certificate of Incorporation, Bylaws or LLC Agreement or Certificate of Formation or Operating Agreement (or other similar constitutive document), as applicable, of the U.S. Credit Parties (the “U.S. Governing Documents”).

With your consent, I have relied with respect to certain factual matters upon the foregoing, including the representations and warranties of the Credit Parties in the Credit Agreement, and upon certificates of officer(s) of the Credit Parties and of others. I have not independently verified such factual matters.

I am opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “DLLCA”), the Corporations Code of the State of California (the “CCC”), the Business Corporation Law of the State of New York (the “NYBCL”) and the Business Corporation Act of the State of Texas (the “TBCA”; each of the foregoing, a “Constitutive Law”), as applicable to the U.S. Credit Parties existing under such law. Except as described in the previous sentence, I express no opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction or any other laws in any such jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state. I call to your attention that I am admitted to practice law only in the States of New York and New Jersey.

Unless otherwise stated herein, my opinions herein are based upon my consideration of only those statutes, rules and regulations which, in my experience, are normally applicable to borrowers and guarantors in secured loan transactions. I express no opinion as to any state or federal laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Credit Agreement or the legal or regulatory status of any of their affiliates. Various issues pertaining to Bermuda, Canada, Cyprus, England, Hungary, Luxembourg, The Netherlands, Portugal, Singapore and Venezuela law are addressed in the opinions of Conyers Dill & Pearman, Blake, Cassels & Graydon LLP, Kinanis - Pyrgou + Co., Latham & Watkins LLP (London), Dr. Bényi E. László Law Firm, Linklaters Loesch, NautaDutilh N.V., Franco Caiado Guerreiro & Associados, Allen & Gledhill and Travieso Evans Arria Rengel & Paz, respectively, separately provided to you (collectively, the “Foreign Opinions”). I express no opinion with respect to those matters, and to the extent elements of those opinions are necessary to the conclusions expressed herein, I have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is my opinion that, as of the date hereof:

1. The Company is a limited liability company under the DLLCA with limited liability company power and authority to enter into the Credit Agreement, to incur liability in respect of borrowings and letters of credit thereunder, and to perform its obligations thereunder. Based on certificates from public officials, I confirm that the Company is validly existing and in good standing under the laws of the State of Delaware.

Opinion of General Counsel

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2. Each entity listed in Schedule C(1) (a “Delaware Corporate Credit Party”) is a corporation under the DGCL with corporate power and authority to enter into the Credit Agreement, to incur liability in respect of borrowings and letters of credit thereunder, and to perform its obligations thereunder. Based on certificates from public officials, I confirm that each Delaware Corporate Credit Party is validly existing and in good standing under the laws of the State of Delaware.

3. Each entity listed in Schedule C(2) (a “California Credit Party”) is a corporation under the CCC with corporate power and authority to enter into the Credit Agreement, to incur liability in respect of borrowings and letters of credit thereunder, and to perform its obligations thereunder. Based on certificates from public officials, I confirm that each California Credit Party is validly existing and in good standing under the laws of the State of California.

4. The entity listed in Schedule C(3) (the “New York Credit Party”) is a corporation under the NYBCL with corporate power and authority to enter into the Credit Agreement, to incur liability in respect of borrowings and letters of credit thereunder, and to perform its obligations thereunder. Based on certificates from public officials, I confirm that the New York Credit Party is validly existing and in good standing under the laws of the State of New York.

5. The entity listed in Schedule C(4) (the “Texas Credit Party”) is a corporation under the TBCA with corporate power and authority to enter into the Credit Agreement, to incur liability in respect of borrowings and letters of credit thereunder, and to perform its obligations thereunder. Based on certificates from public officials, I confirm that the Texas Credit Party is validly existing and in good standing under the laws of the State of Texas.

6. The execution, delivery and performance of the Credit Agreement by the U.S. Credit Parties have been duly authorized by all necessary limited liability company or corporate action of the U.S. Credit Parties and the Credit Agreement has been duly executed and delivered by the U.S. Credit Parties.

7. The execution and delivery of the Credit Agreement by a U.S. Credit Party on the date hereof do not:

(i) violate the provisions of its Governing Documents;

(ii) violate its Constitutive Law; or

(iii) require any consents, approvals, or authorizations to be obtained by it from, or any registrations, declarations or filings to be made by it with, any governmental authority under its Constitutive Law that have not been obtained or made.

I express no opinion as to the enforceability of any document, as to the creation, perfection or priority of any security interest or lien, or as to compliance with any laws other than, as to each U.S. Credit Party, its Constitutive Law.

Opinion of General Counsel

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This letter is furnished only to you and is solely for your benefit in connection with the transactions referenced in the first paragraph. This letter may not be relied upon by you for any other purpose or furnished or quoted by you to any other person, firm or entity for any other purpose and may not be assigned to or relied on by any other person, firm or entity for any purpose, in each case without my prior written consent, which may be granted or withheld in my discretion. At your request, I hereby consent to reliance hereon by any future assignee of your interest in the loans under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 11.08 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) I have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time.

Very truly yours,

Opinion of General Counsel

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SCHEDULE A

LENDERS

Opinion of General Counsel

SCHEDULE B

GUARANTORS

U.S. Guarantors:

Foster Wheeler LLC

Foster Wheeler Inc.

Foster Wheeler USA Corporation

Foster Wheeler North America Corp.

Foster Wheeler International Corporation

Foster Wheeler Energy Corporation

Foster Wheeler Virgin Islands, Inc.

Foster Wheeler Zack, Inc.

Foster Wheeler Energy Services, Inc.

10.

Foster Wheeler Pyropower, Inc.

11.

Foster Wheeler Real Estate Development Corp.

12.

Foster Wheeler Development Corporation

13.

Foster Wheeler Realty Services, Inc.

14.

Foster Wheeler Power Systems, Inc.

15.

Foster Wheeler Asia Limited

16.

Foster Wheeler Intercontinental Corporation

17.

Process Consultants, Inc.

18.

Foster Wheeler International Holdings, Inc.

19.

Foster Wheeler Constructors, Inc.

20.

Foster Wheeler Energy Manufacturing, Inc.

21.

Foster Wheeler Facilities Management, Inc.

22.

Pyropower Operating Services Company, Inc.

23.

Foster Wheeler Environmental Corporation

Non-U.S. Guarantors:

Foster Wheeler Ltd.

Foster Wheeler Holdings Ltd.

FW Management Operations, Ltd.

Perryville Service Company Ltd.

Continental Finance Company Ltd.

FW European E&C Ltd.

Foster Wheeler Power Company Ltd./La Societe D’Energie Foster Wheeler Ltee

Foster Wheeler Canada Ltd.

Foster Wheeler Europe Limited

10.

FW Hungary Licensing Limited Liability Company

11.

Financial Services S.à r.l.

12.

Foster Wheeler (Malaysia) Sdn. Bhd.

13.

Foster Wheeler Continental B.V.

14.

FW Netherlands C.V.

15.

F.W.- Gestăo E Serviços, S.A.

16.

Foster Wheeler Asia Pacific Pte. Ltd.

17.

FW Overseas Operations Limited

18.

Foster Wheeler Caribe Corporation, C.A.

19.

Manops Limited

20.

P.E. Consultants, Inc.

Opinion of General Counsel

SCHEDULE C

1. DELAWARE CORPORATE CREDIT PARTIES:

Foster Wheeler LLC

Foster Wheeler Inc.

Foster Wheeler USA Corporation

Foster Wheeler North America Corp.

Foster Wheeler International Corporation

Foster Wheeler Energy Corporation

Foster Wheeler Virgin Islands, Inc.

Foster Wheeler Zack, Inc.

Foster Wheeler Real Estate Development Corp.

Foster Wheeler Development Corporation

Foster Wheeler Realty Services, Inc.

Foster Wheeler Power Systems, Inc.

Foster Wheeler Asia Limited

Foster Wheeler Intercontinental Corporation

Process Consultants, Inc.

Foster Wheeler International Holdings, Inc.

Foster Wheeler Constructors, Inc.

Foster Wheeler Energy Manufacturing, Inc.

Foster Wheeler Facilities Management, Inc.

2. CALIFORNIA CREDIT PARTIES:

Foster Wheeler Energy Services, Inc.

Pyropower Operating Services Company, Inc.

3. NEW YORK CREDIT PARTY:

Foster Wheeler Pyropower, Inc.

4. TEXAS CREDIT PARTY:

Foster Wheeler Environmental Corporation

Opinion of General Counsel

EXHIBIT C

[Form of Opinion of Special Counsel]

[__________], 2006

To the Lenders party to the Credit Agreement

referred to below and BNP Paribas

as Administrative Agent

Ladies and Gentlemen:

We have acted as special New York counsel to BNP Paribas (“BNP”) in connection with the Credit Agreement (the “Credit Agreement”) dated as of September 13, 2006, between Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (each a “Borrower” and, collectively, the “Borrowers”), Foster Wheeler Ltd. (the “Parent”), Foster Wheeler Holdings Ltd. (“Holdco”), the Subsidiary Guarantors named therein (collectively, the “Subsidiary Guarantors” and, together with the Borrowers, the Parent, Holdco and the Subsidiary Guarantors, the “Obligors”), the lenders named therein and BNP Paribas, as Administrative Agent. All capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. This opinion is being delivered pursuant to Section 6.01(c) of the Credit Agreement.

In rendering the opinions expressed below, we have examined the Credit Agreement and the form of Security Agreement (collectively, the “Credit Documents”). In our examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon representations made in or pursuant to the Credit Documents. In addition, we have assumed that all authorizations, approvals or consents of (including without limitation all foreign exchange control approvals), and all filings or registrations with, any governmental or regulatory authority or agency of each jurisdiction in which an Obligor is organized or does business) required for the making and performance by such Obligor of the Credit Documents have been obtained or made and are in effect.

Opinion of Special Counsel

In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to the Obligors):

(i) the Credit Agreement has been (and the Security Agreement, when executed, will be) duly authorized by, has been (and will be) duly executed and delivered by, and constitutes (and will constitute) legal, valid, binding and enforceable obligations of, all of the parties to such documents;

(ii) all signatories to the Credit Agreement have been (and to the Security Agreement, when executed, will be) duly authorized; and

(iii) all of the parties to the Credit Agreement are (and to the Security Agreement, when executed, will be) duly organized and validly existing and have (or will have) the power and authority (corporate or other) to execute, deliver and perform such documents.

Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:

1. The Credit Agreement constitutes (and the Security Agreement, when executed and delivered, will constitute) the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally, and to the possible judicial application of foreign laws or governmental action affecting the rights of creditors generally, and except as the enforceability of the Credit Documents is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing.

2. The Security Agreement, when executed and delivered, will be effective to create, in favor of the Administrative Agent for the benefit of the Secured Creditors (as defined in the Security Agreement), a valid security interest under the Uniform Commercial Code as in effect in the State of New York (the “UCC”) in all of the right, title and interest of the Obligors in, to and under the Collateral under as defined in the Security Agreement as collateral security for the payment when due of the Secured Obligations (as defined in the Security Agreement), except that (a) such security interest will continue in Collateral after its sale, exchange or other disposition and in any proceeds (as defined in Section 9-102(a)(64) of the UCC) thereof only to the extent provided in Section 9-315 of the UCC and (b) such security interest in any portion of such Collateral in which an Obligor acquires rights after the commencement of a case under the Bankruptcy Code in respect of such Obligor may be limited by Section 552 of the Bankruptcy Code.

Opinion of Special Counsel

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3. The security interest referred to in paragraph 2 above in that portion of the Pledged Shares (as defined in the Security Agreement) represented by a certificate in bearer form or in registered form indorsed (as provided in Section 8-102(a)(11) of the UCC) to the Administrative Agent or in blank by an effective indorsement (as so provided) or registered in the name of the Administrative Agent, will, upon the creation of such security interest, be perfected by the Administrative Agent taking possession thereof in the State of New York, and such perfected security interest will remain perfected thereafter so long as such certificates are retained by the Administrative Agent in its possession in the State of New York.

4. With respect to any portion of the Collateral consisting of Pledged Shares represented by certificates, if the security interest therein is perfected by the Administrative Agent in the manner specified in paragraph 3 above for value without notice (within the meaning of Section 8-105 of the UCC) of any adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) to the Pledged Shares so represented by certificates, then the Administrative Agent will acquire such security interest free of any adverse claim (as so defined).

The foregoing opinions are subject to the following comments and qualifications:

(A) The enforceability of provisions in the Credit Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

(B) The enforceability of Section 11.03 of the Credit Agreement (and any similar provisions in the Security Agreement) may be limited by laws limiting the enforceability of provisions exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, wilful misconduct or unlawful conduct.

(C) We express no opinion as to (i) the effect of the laws of any jurisdiction in which any Lender is located (other than the State of New York) that limit the interest, fees or other charges such Lender may impose for the loan or use of money or other credit, (ii) the last sentence of Section 2.16(d) and 3.16(c) of the Credit Agreement, (iii) Section 4.06 or 4.09 of the Credit Agreement, (iv) Section 11.12 of the Credit Agreement, (v) the first sentence of Section 11.13(b) of the Credit Agreement (or any similar provision in the Security Agreement), insofar as such sentence relates to the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy related to the Credit Documents,(vi) the waiver of inconvenient forum set forth in Section 11.12 of the Credit Agreement (or any similar provision in the Security Agreement) with respect to proceedings in the United States District Court for the Southern District of New York, (vii) Section 11.15 of the Credit Agreement (or any similar provision in the Security Agreement) or (viii) the waiver of sovereign immunity set forth in Section 11.16 of the Credit Agreement (or any similar provision in the Security Agreement) to the extent it relates to immunity acquired after the date of execution and delivery of the Credit Agreement (or the Security Agreement).

Opinion of Special Counsel

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(D) Clauses (i) and (iii) of Section 4.02 of the Credit Agreement may not be enforceable to the extent that the Guaranteed Obligations as defined therein are materially modified.

(E) We express no opinion as to the applicability to the obligations of any Subsidiary Guarantor of (or the enforceability of such obligations under) Section 548 of the Bankruptcy Code, Article 10 of the New York Debtor and Creditor Law or any other provision of law relating to fraudulent conveyances, transfers or obligations, or the provisions of the law of the jurisdiction of organization of any Subsidiary Guarantor restricting dividends, loans or other distributions by a corporation for the benefit of its equityholders.

(F) We wish to point out that the obligations of the Obligors, and the rights and remedies of the Administrative Agent, under the Security Agreement may be subject to possible limitations upon the exercise of remedial or procedural provisions contained therein, provided that such limitations do not, in our opinion (but subject to the other comments and qualifications set forth in this opinion letter), make the remedies and procedures that will be afforded to the Administrative Agent inadequate for the practical realization of the substantive benefits purported to be provided by such Security Agreement.

(G) Except as provided in paragraphs (2), (3) and (4) above, we express no opinion as to the creation, perfection or priority of any security interest in any Collateral. In addition, (i) we express no opinion as to the creation, perfection or priority of any security interest in any Collateral as to which, pursuant to Section 9-109 of the UCC, Article 9 of the UCC does not apply, (ii) with respect to paragraph 2 above, we express no opinion as to the creation of any security interest in timber to be cut, commercial tort claims (as defined in Section 9-102(a)(13) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC) or fixtures.

(H) We wish to point out that the acquisition by an Obligor after the initial extension of credit under the Credit Agreement of an interest in property that becomes subject to the lien of any of the Security Agreement may constitute a voidable preference under Section 547 of the Bankruptcy Code.

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(I) The opinions expressed herein as of the date hereof, and except as may otherwise be provided herein, we have no obligation to advise you as to any change in the matters, factual, legal or otherwise, set forth herein after the date of this letter.

The foregoing opinions are limited to matters involving the Federal laws of the United States and the law of the State of New York, and we do not express any opinion as to the law of any other jurisdiction.

This opinion letter is provided to you by us as special New York counsel to BNP Paribas pursuant to Section 6.02(c) of the Credit Agreement and may not be relied upon by any other Person or for any purpose other than in connection with the transactions contemplated by the Credit Agreement without, in each instance, our prior written consent.

Very truly yours,

Opinion of Special Counsel

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EXHIBIT D

[Form of Security Agreement]

SECURITY AGREEMENT

SECURITY AGREEMENT dated as of _______, 2006, between FOSTER WHEELER LLC, FOSTER WHEELER INC., FOSTER WHEELER USA CORPORATION, FOSTER WHEELER NORTH AMERICA CORP., FOSTER WHEELER ENERGY CORPORATION and FOSTER WHEELER INTERNATIONAL CORPORATION (each a “Borrower” and, collectively, the “Borrowers”), FOSTER WHEELER LTD. (the “Parent”), FOSTER WHEELER HOLDINGS LTD. (“Holdco”), each of the Subsidiaries of the Borrowers identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 6.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrowers, Parent and Holdco, the “Obligors”), and BNP PARIBAS, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

The Borrowers, the Parent, Holdco and the Subsidiary Guarantors, such Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 13, 2006 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by such Lenders to the Borrowers in an aggregate principal or face amount not exceeding $350,000,000 (which, in the circumstances contemplated therein, may be increased to $450,000,000). In addition, the Borrowers may from time to time be obligated to various of said Lenders (or their Affiliates) in respect of one or more Hedging Agreements and/or cash management arrangements under and as defined in the Credit Agreement.

Security Agreement

Accordingly, the parties hereto agree as follows:

Section 1. Definitions, Etc.

1.01 Terms Generally. Terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

1.02 Certain Uniform Commercial Code Terms. As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Payment Intangible”, “Proceeds”, “Promissory Note”, “Software” and “Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “Certificated Security”, “Entitlement Holder”, “Financial Asset”, “Instruction”, “Securities Account”, “Security”, “Security Certificate”, “Security Entitlement” and “Uncertificated Security” have the respective meanings set forth in Article 8 of the NYUCC.

1.03 Additional Definitions. In addition, as used herein:

“Cash Management Obligations” means, with respect to any Obligor or Restricted Subsidiary that is a Domestic Subsidiary, any obligations of such Obligor or Restricted Subsidiary owed to any Secured Creditors (or any of its Affiliates) in respect of treasury management arrangements, depositary or other cash management services.

“Collateral” has the meaning assigned to such term in Section 3.

“Collateral Account” has the meaning assigned to such term in Section 4.01(a).

“Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired by any Obligor, including each Copyright identified in Annex 4.

“Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto.

“Initial Pledged Shares” means the Shares of each Issuer beneficially owned by any Obligor on the date hereof and identified in Annex 3 (Part A).

“Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to any Obligor with respect to any of the foregoing, in each case whether now or hereafter owned or used; (c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (f) all licenses, consents, permits, variances, certifications and approvals of governmental agencies now or hereafter held by any Obligor; and (g) all causes of action, claims and warranties now or hereafter owned or acquired by any Obligor in respect of any of the items listed above.

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“Issuers” means, collectively, (a) the respective Persons identified on Annex 3 (Part A) under the caption “Issuer” and (b) any other Person that shall at any time be a Subsidiary of any Obligor (excluding any Subsidiary that is not directly owned by any Obligor and any Subsidiary the Shares of which constitute Excluded Assets).

“Motor Vehicles” means motor vehicles, tractors, trailers and other like property, if the title thereto is governed by a certificate of title or ownership.

“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Patent Collateral” means all Patents, whether now owned or hereafter acquired by any Obligor, including each Patent identified in Annex 5, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.

“Patents” means all patents and patent applications, including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.

“Pledged Shares” means, collectively, (i) the Initial Pledged Shares and (ii) all other Shares of any Issuer now or hereafter owned by any Obligor, together in each case with (a) all certificates representing the same, (b) all shares, securities, moneys or other property representing a dividend on or a distribution or return of capital on or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and (c) without prejudice to any provision of any of the Loan Documents prohibiting any merger or consolidation by an Issuer, all Shares of any successor entity of any such merger or consolidation, excluding in each case Shares that constitute Excluded Assets.

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“Secured Creditors” means, collectively, the Lenders and the Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective successors and assigns.

“Secured Obligations” means, collectively, (a) in the case of the Borrowers (other than in their capacity as Guarantors) each of the following obligations, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Creditors or any of them under the Loan Documents, (i) in the case of the Guarantors (including the Borrowers in their capacity as Guarantors), all obligations of the Borrowers under the Loan Documents to pay the principal of and interest on the Loans and all fees, indemnification payments and other amounts whatsoever, (ii) all obligations of the Borrowers to any Lender (or any Affiliate thereof) under any Hedging Agreement and (iii) all Cash Management Obligations of the Borrowers, (b) all obligations of the Guarantors under Article IV of the Credit Agreement and (c) in the case of each of the foregoing, including all interest thereon and expenses related thereto, including any interest or expenses accruing or arising after the commencement of any case with respect to any of the Borrowers under the United States Bankruptcy Code or any other bankruptcy or insolvency law (whether or not such interest or expenses are allowed or allowable as a claim in whole or in part in such case).

“Shares” means shares of capital stock of a corporation, limited liability company interests, partnership interests and other ownership or equity interests of any class in any Person.

“Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired by any Obligor, including each Trademark identified in Annex 6, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.

“Trademarks” means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout the world.

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1.04 Treatment of Hedging Agreements. For purposes hereof, it is understood that any obligations of any of the Borrowers to a Person arising under a Hedging Agreement entered into at the time such Person (or an Affiliate thereof) is a “Lender” party to the Credit Agreement shall nevertheless continue to constitute Secured Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests under the Credit Agreement and, therefore, at the time a claim is to be made in respect of such obligations, such Person (or its Affiliate) is no longer a “Lender” party to the Credit Agreement, provided that neither such Person nor any such Affiliate shall be entitled to the benefits of this Agreement (and such obligations shall not constitute Secured Obligations hereunder) unless, at or prior to the time it ceased to be a Lender hereunder, it shall have notified the Administrative Agent in writing of the existence of such Hedging Agreement.

Section 2. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent for the benefit of the Secured Creditors that:

2.01 Title. Such Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than (a) the security interest created or provided for herein or the other Security Documents, which security interest (except for Liens expressly permitted by Sections 8.02 (b), (c), (d), (e), (f) and (h) of Section 8.02 of the Credit Agreement) constitutes a valid first and prior perfected (or its equivalent under the laws of any applicable jurisdiction) Lien on the Collateral (excluding (i) any portion thereof not giving rise to an Event of Default under paragraph (l) of Article IX of the Credit Agreement and (ii) any security interests in any Collateral not required to be perfected hereunder or under the Loan Documents), and (b) the Liens expressly permitted by Section 8.02 of the Credit Agreement.

2.02 Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization or incorporation, organizational ID number (if applicable), the location of the chief executive office or sole place of business, mailing address (if different from the chief executive office or sole place of business) of each Obligor as of the date hereof are correctly set forth in Annex 1.

2.03 Changes in Circumstances. Such Obligor has not (a) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the NYUCC), (b) except as specified in Annex 1, heretofore changed its name, or (c) except as specified in Annex 2, heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of the NYUCC) with respect to a currently effective security agreement previously entered into by any other Person.

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2.04 Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer other than a Foreign Subsidiary beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 7), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary, (i) 65% of the issued and outstanding voting Shares of such Issuer and (ii) 100% of all other issued and outstanding Shares of such Issuer beneficially owned by such Obligor on the date hereof, in each case whether or not registered in the name of such Obligor. Annex 3 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class of such Shares and the respective number of such Shares (and registered owner thereof).

The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporation or similar entity) and (ii) duly issued and outstanding (in the case of any Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments or otherwise permitted under the Loan Documents).

2.05 Promissory Notes. Annex 3 (Part B) sets forth a complete and correct list of all Promissory Notes (other than any held in a Securities Account referred to in Annex 7) held by any Obligor on the date hereof having an aggregate principal amount in excess of $5,000,000.

2.06 Intellectual Property. Annexes 4, 5 and 6, respectively, set forth under the name of such Obligor a complete and correct list of all copyright registrations, patents, patent applications, trademark registrations and trademark applications owned by such Obligor on the date hereof (or, in the case of any supplement to said Annexes 4, 5 and 6, effecting a pledge thereof, as of the date of such supplement).

2.07 Deposit Accounts and Securities Accounts. Annex 7 sets forth a complete and correct list of all Deposit Accounts, Securities Accounts and Commodity Accounts of the Obligors on the date hereof.

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2.08 Commercial Tort Claims. Annex 8 sets forth a complete and correct list of all commercial tort claims of the Obligors in existence on the date hereof and that equal or exceed $5,000,000 individually.

2.09 Fair Labor Standards Act. Any goods now or hereafter produced by such Obligor or any of its Subsidiaries included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended.

Section 3. Collateral. As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Obligor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Creditors as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 3 being, collectively, referred to herein as “Collateral”):

(a) all Accounts:

(b) all As-Extracted Collateral;

(d) all Deposit Accounts;

(e) all Documents;

(f) all Equipment;

(g) all Fixtures;

(h) all General Intangibles;

(i) all Goods not covered by the other clauses of this Section 3;

(j) the Pledged Shares;

(k) all Instruments, including all Promissory Notes;

(l) all Intellectual Property;

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(m) all Inventory;

(n) all Investment Property not covered by other clauses of this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;

(o) all Letter-of-Credit Rights;

(p) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, arising out of the events described in Annex 8;

(q) all other tangible and intangible personal property whatsoever of such Obligor; and

(r) all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor),

IT BEING UNDERSTOOD, HOWEVER, that none of the Excluded Assets shall constitute Collateral.

It is contemplated that, with respect to Collateral of any Obligor existing on the date hereof that is organized or is located in Luxembourg, The Netherlands, Hungary or England such Obligor will either concurrently with the execution and delivery of this Agreement or promptly thereafter execute and deliver such Security Documents under the law of the applicable jurisdiction as shall be reasonably required in order to grant and make enforceable Liens on the Collateral of each such Obligor under the law of each such applicable jurisdiction; provided that such Obligors shall not be required to perfect any such Lien granted in any Deposit Accounts, Security Accounts or Commodity Accounts of such Obligors that are located in any foreign jurisdiction.

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Section 4. Cash Proceeds of Collateral.

4.01 Collateral Account. The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Collateral Account”), that

(i) to the extent of all Investment Property or Financial Assets (other than cash) credited thereto shall be a Securities Account in respect of which the Administrative Agent shall be the Entitlement Holder, and

(ii) to the extent of any cash credited thereto shall be a Deposit Account in respect of which the Administrative Agent shall be the depositary bank’s customer, and

into which each Obligor agrees to deposit from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant to any of the Loan Documents, or pursuant hereto, and into which the Obligors may from time to time deposit any additional amounts that it wishes to provide as additional collateral security hereunder. The Collateral Account, and any money or other property from time to time therein, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided.

Except as expressly provided in Section 4.03, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the respective Obligor as such Obligor through the Company shall from time to time instruct, provided that, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent shall not be required to remit such balance to any Obligor and may (and, if instructed by the Lenders as specified in the Credit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations then due and payable in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein and in Sections 2.05(k) and 3.05(k) of the Credit Agreement.

4.02 Investment of Balance in Collateral Account. The cash balance standing to the credit of the Collateral Account shall be invested from time to time in such Permitted Investments as the respective Obligor (through the Company) (or, after the occurrence and during the continuance of an Event of Default, the Administrative Agent) shall determine, which Permitted Investments shall be held in the name and be under the control of the Administrative Agent (and credited to the Collateral Account), provided that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as provided in the Credit Agreement, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Permitted Investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations then due and payable in the manner specified in Section 5.09.

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4.03 Cover for LC Exposure. Amounts deposited into the Collateral Account as cover for LC Exposure under the Credit Agreement as contemplated by Sections 2.05(k) and 3.05(k) thereof shall be held by the Administrative Agent in a separate sub-account (designated “LC Exposure Sub-Account”) and all amounts held in such sub-account shall (a) constitute collateral security first for the LC Exposure outstanding from time to time and second as collateral security for the other Secured Obligations hereunder and (b) be invested from time to time in Permitted Investments as provided for in Section 4.02.

Section 5. Further Assurances; Remedies. In furtherance of the grant of the security interest pursuant to Section 3, the Obligors hereby jointly and severally agree with the Administrative Agent for the benefit of the Secured Creditors as follows:

5.01 Delivery and Other Perfection. Each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements, prescribed forms or consents or other papers as may be necessary in the reasonable judgment of the Administrative Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are received by such Obligor, forthwith (x) deliver to the Administrative Agent the certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request, all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action as the Administrative Agent may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created hereunder in such Collateral;

(b) if any of the Collateral the fair market value of which is in excess of $5,000,000 individually, or $10,000,000 in the aggregate, is or shall become evidenced or represented by any Instrument promptly from time to time deliver to the Administrative Agent any and all such Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; provided that (other than in the case of the Promissory Notes described in Annex 3 (Part B)) so long as no Event of Default shall have occurred and be continuing, such Obligor may retain for collection in the ordinary course any Instruments received by such Obligor in the ordinary course of business and the Administrative Agent shall, promptly upon request of such Obligor (through the Company), make appropriate arrangements for making any Instrument delivered by such Obligor available to such Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent reasonably requested by the Administrative Agent, against trust receipt or like document);

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(c) promptly from time to time enter into such control agreements, each in form and substance reasonably acceptable to the Administrative Agent, as the Administrative Agent may reasonably request to perfect the security interest created hereby in (i) any and all Electronic Chattel Paper and Letter-of-Credit Rights that in each case constitute Collateral, and will promptly furnish to the Administrative Agent true copies thereof and (ii) any and all Deposit Accounts or Investment Property held in Securities Account in the United States of America and, in the case of any such Deposit Accounts or Investment Property, having a fair market value in excess of $2,500,000 individually or in each individual account (as applicable), or $5,000,000 in the aggregate, and will promptly furnish to the Administrative Agent true copies thereof;

(d) promptly from time to time upon the request of the Administrative Agent, execute and deliver such short-form security agreements in substantially the form of Annex 9 as the Administrative Agent may reasonably deem necessary in order to record the security interest granted herein to the Administrative Agent in respect of that portion of the Collateral consisting of Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, and any other applicable Governmental Authority

(e) promptly upon request of the Administrative Agent, cause the Administrative Agent to be listed as the lienholder on certificates of title or ownership covering Motor Vehicles that have a fair market value equal to or in excess of $200,000 (other than Motor Vehicles constituting Inventory) and within 120 days of such request deliver evidence of the same to the Administrative Agent;

(f) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and

(g) if an Event of Default shall have occurred and be continuing and upon reasonable notice, permit representatives of the Administrative Agent at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Administrative Agent to be present at such Obligor’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Obligor with respect to the Collateral, all in such manner as the Administrative Agent may reasonably require.

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5.02 Other Financing Statements or Control. Except as otherwise permitted under Section 8.02 of the Credit Agreement or otherwise consented to by the Administrative Agent, no Obligor shall (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Secured Creditors, or (b) cause or permit any Person other than the Administrative Agent to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

5.03 Preservation of Rights. The Administrative Agent shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.

5.04 Special Provisions Relating to Certain Collateral.

(a) Pledged Shares.

(i) Each Obligor will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then issued and outstanding beneficially owned by such Obligor and (2) in the case of any Issuer that is a Foreign Subsidiary, 65% of the voting Shares of such Issuer and 100% of all other issued and outstanding Shares of such Issuer beneficially owned by such Obligor.

(ii) So long as no Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(ii).

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(iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares.

(iv) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Obligor of the Secured Creditors’ intent to exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Obligors.

(b) Intellectual Property.

(i) For the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 5.05 at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Obligor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Obligor) to use, assign, license or sublicense any of the Intellectual Property constituting Collateral now owned or hereafter acquired by such Obligor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

(ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 8.04 of the Credit Agreement that limit the rights of the Obligors to dispose of their Property, so long as no Event of Default shall have occurred and be continuing, the Obligors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of the Obligors. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall from time to time, upon the request of the respective Obligor (through the Company), execute and deliver any instruments, certificates or other documents, in the form so requested, that such Obligor (through the Company) shall have certified are appropriate in its judgment to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Intellectual Property). Further, upon the payment in full of all of the Secured Obligations and cancellation or termination of the Commitments and LC Exposure or earlier expiration of this Agreement or release of the Collateral, the Administrative Agent shall grant back to the Obligors the license granted pursuant to clause (i) immediately above. The exercise of rights and remedies under Section 5.05 by the Administrative Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Obligors in accordance with the first sentence of this clause (ii).

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(c) Chattel Paper. The Obligors will (i) deliver to the Administrative Agent each original of each item of Chattel Paper in excess of $5,000,000 individually, or $10,000,000 in the aggregate at any time constituting part of the Collateral, and (ii) cause each such original and each copy thereof to bear a conspicuous legend, in form and substance reasonably satisfactory to the Administrative Agent, indicating that such Chattel Paper is subject to the security interest granted hereby and that purchase of such Chattel Paper by a Person other than the Administrative Agent without the consent of the Administrative Agent would violate the rights of the Administrative Agent hereunder.

5.05 Remedies.

(a) Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the NYUCC (whether or not the NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing:

(i) the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(ii) the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

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(iii) the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);

(iv) the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may reasonably select;

(v) the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations;

(vi) the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to respective Obligor (through the Company) copies of any notices and communications received by it with respect to such Pledged Shares); and

(vii) the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

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The Proceeds of each collection, sale or other disposition under this Section 5.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 5.04(b), shall be applied in accordance with Section 5.09.

(b) Certain Securities Act Limitations. The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.

(c) Notice. The Obligors agree that to the extent the Administrative Agent is required by applicable law to give reasonable prior notice of any sale or other disposition of any Collateral, ten Business Days’ notice shall be deemed to constitute reasonable prior notice.

5.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 5.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Obligors shall remain liable for any deficiency.

5.07 Locations; Names, Etc. Without at least 15 days’ prior written notice to the Administrative Agent, no Obligor shall (i) change its location (as defined in Section 9-307 of the NYUCC), (ii) change its name from the name shown as its current legal name on Annex 1, or (iii) agree to or authorize any modification of the terms of any item of Collateral that would result in a change thereof from one Uniform Commercial Code category to another such category (such as from a General Intangible to Investment Property), if the effect thereof would be to result in a loss of perfection of, or diminution of priority for, the security interests created hereunder in such item of Collateral, or the loss of control (within the meaning of Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) over such item of Collateral.

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5.08 Private Sale. The Secured Creditors shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 5.05 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Secured Creditors arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree so long as such sale is commercially reasonable.

5.09 Application of Proceeds. Except as otherwise herein expressly provided and except as provided below in this Section 5.09, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under Section 4 or this Section 5, shall be applied by the Administrative Agent:

First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Administrative Agent and the fees and expenses of its agents and counsel, and all other expenses incurred and advances made by the Administrative Agent in connection therewith;

Next, to the payment in full of the Secured Obligations, in each case (except to the extent otherwise provided in Section 11.05(a) of the Credit Agreement) equally and ratably in accordance with the respective amounts thereof then due and owing or as the Lenders holding the same may otherwise agree; and

Finally, to the payment to the respective Obligor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.

Notwithstanding the foregoing, the proceeds of any cash or other amounts held in the “LC Exposure Sub-Account” of the Collateral Account pursuant to Section 4.03 shall be applied first to the LC Exposure outstanding from time to time and second to the other Secured Obligations in the manner provided above in this Section 5.09.

5.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Administrative Agent is hereby appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Section 5 and taking any action and executing any instruments that the Administrative Agent may reasonably deem necessary to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 5 to make collections in respect of the Collateral, the Administrative Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Obligor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

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5.11 Perfection and Recordation. Each Obligor authorizes the Administrative Agent to file Uniform Commercial Code financing statements describing the Collateral as “all assets” or “all personal property and fixtures” of such Obligor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 3).

5.12 Termination and Release. Without limiting the generality of Section 11.02(d) of the Credit Agreement, when the conditions set forth in said Section have been satisfied, this Agreement shall terminate, and the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the respective Obligor and to be released and canceled all licenses and rights referred to in Section 5.04(b). The Administrative Agent shall also, at the expense of such Obligor, execute and deliver to the respective Obligor upon such termination such Uniform Commercial Code termination statements, certificates for terminating the Liens on the Motor Vehicles and such other documentation as shall be reasonably requested by the respective Obligor to effect the termination and release of the Liens on the Collateral as required by this Section 5.12.

In addition to the foregoing, the Administrative Agent shall release any Lien covering Collateral to the extent provided in Section 11.02(a)(vii) or 11.02(c) of the Credit Agreement, subject to the satisfaction of the conditions specified therein.

5.13 Further Assurances. Each Obligor agrees that, from time to time upon the written request of the Administrative Agent, such Obligor will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement.

Section 6. Miscellaneous.

6.01 Notices. All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient at its “Address for Notices” specified pursuant to Section 11.01 of the Credit Agreement and shall be deemed to have been given at the times specified in said Section 11.01. Any notice to be delivered to any Subsidiary Guarantor hereunder shall be delivered to the Company (at its aforesaid address) on behalf of such Subsidiary Guarantor.

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6.02 No Waiver. No failure on the part of any Secured Creditor to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Creditor of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

6.03 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Obligor affected thereby and the Administrative Agent (with the consent of the Lenders as provided in the Credit Agreement) in each case in accordance with Section 11.02 of the Credit Agreement; provided that the Obligors may amend any Schedule referred to herein after the date hereof to reflect any change in facts after the date hereof if necessary in connection with the making of any representation set forth herein or in the Credit Agreement. Any such amendment or waiver shall be binding upon the Secured Creditors and each Obligor in accordance with Section 11.02 of the Credit Agreement.

6.04 Expenses. The Obligors jointly and severally agree to reimburse each of the Secured Creditors for all reasonable costs and expenses incurred by them (including the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceeding resulting therefrom, including all manner of participation in or other involvement with (w) performance by the Administrative Agent of any obligations of the Obligors in respect of the Collateral that the Obligors have failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Administrative Agent in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or negotiations in respect thereof and (ii) the enforcement of this Section 6.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 3.

6.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each Obligor and the Secured Creditors (provided that no Obligor shall assign or transfer its rights or obligations hereunder without the prior written consent of the Administrative Agent).

6.06 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

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6.07 Governing Law; Submission to Jurisdiction; Etc.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Creditor may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

6.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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6.08 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

6.10 Agents and Attorneys-in-Fact. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faith. Without limiting the generality of the foregoing, at any time or from time to time, in order to comply with applicable law, the Administrative Agent may appoint another bank or trust company or one of more other persons, either to act as co-agent or, with the consent of the Company, as agents on behalf of the Secured Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and which may be specified in the instrument of appointment (which may, in the discretion of the Administrative Agent, include provisions for indemnification and similar protections of such co-agent or separate agent).

6.11 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Creditors in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

6.12 Additional Subsidiary Guarantors. As contemplated by Section 7.10 of the Credit Agreement, certain Subsidiaries of the Obligors formed or acquired after the date hereof, or certain other Subsidiaries not then a party hereto, may be required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Administrative Agent a Joinder Agreement in the form of Exhibit E to the Credit Agreement. Accordingly, upon the execution and delivery of any such Joinder Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” under and for all purposes of this Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Joinder Agreement. In addition, upon the execution and delivery of any such Joinder Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Article V of the Credit Agreement and in Section 2.

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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

BORROWERS

FOSTER WHEELER LLC By:___________________________ Name: Title:	FOSTER WHEELER INC By:___________________________ Name: Title:
FOSTER WHEELER USA CORPORATION By:___________________________ Name: Title:	FOSTER WHEELER NORTH AMERICA CORP By:___________________________ Name: Title:
FOSTER WHEELER ENERGY CORPORATION By:___________________________ Name: Title:	FOSTER WHEELER INTERNATIONAL CORPORATION By:___________________________ Name: Title:

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THE PARENT

FOSTER WHEELER LTD.

By:___________________________

Name:

Title:

HOLDCO

FOSTER WHEELER HOLDINGS LTD.

By:___________________________

Name:

Title:

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SUBSIDIARY GUARANTORS

FOSTER WHEELER ASIA LIMITED By:___________________________ Name: Title:	FOSTER WHEELER CONSTRUCTORS, INC. By:___________________________ Name: Title:
FOSTER WHEELER DEVELOPMENT CORPORATION By:___________________________ Name: Title:	FOSTER WHEELER ENERGY MANUFACTURING, INC. By:___________________________ Name: Title:
FOSTER WHEELER ENERGY SERVICES, INC. By:___________________________ Name: Title:	FOSTER WHEELER ENVIRONMENTAL CORPORATION By:___________________________ Name: Title:

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PROCESS CONSULTANTS, INC. By:___________________________ Name: Title:	PYROPOWER OPERATING SERVICES COMPANY, INC. By:___________________________ Name: Title:
FOSTER WHEELER INTERCONTINENTAL CORPORATION By:___________________________ Name: Title:	FOSTER WHEELER POWER SYSTEMS, INC. By:___________________________ Name: Title:
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. By:___________________________ Name: Title:	FOSTER WHEELER FACILITIES MANAGEMENT, INC. By:___________________________ Name: Title:
FOSTER WHEELER PYROPOWER, INC. By:___________________________ Name: Title:	FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP. By:___________________________ Name: Title:

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FOSTER WHEELER REALTY SERVICES, INC. By:___________________________ Name: Title:	FOSTER WHEELER VIRGIN ISLANDS, INC. By:___________________________ Name: Title:
FOSTER WHEELER ZACK, INC. By:___________________________ Name: Title:

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FW EUROPEAN E&C LTD. By:___________________________ Name: Title:	FW MANAGEMENT OPERATIONS, LTD. By:___________________________ Name: Title:
PERRYVILLE SERVICE COMPANY LTD. By:___________________________ Name: Title:	CONTINENTAL FINANCE COMPANY LTD. By:___________________________ Name: Title:

Security Agreement

- 27 -

FOSTER WHEELER POWER COMPANY

LTD/LA SOCIETE D’ENERGIE

FOSTER WHEELER LTEE

By:___________________________

Name:

Title:

Security Agreement

- 28 -

FOSTER WHEELER CANADA LTD.

By:___________________________

Name:

Title:

Security Agreement

- 29 -

[Page Reserved]

Security Agreement

- 30 -

FOSTER WHEELER EUROPE LIMITED

By:___________________________

Name:

Title:

Security Agreement

- 31 -

FW HUNGARY LICENSING LIMITED

LIABILITY COMPANY

By:___________________________

Name:

Title:

Security Agreement

- 32 -

FINANCIAL SERVICES S.À R.L.

By:___________________________

Name:

Title:

Security Agreement

- 33 -

FOSTER WHEELER (MALAYSIA)

SDN. BHD.

By:___________________________

Name:

Title:

Security Agreement

- 34 -

FOSTER WHEELER CONTINENTAL B.V. By:___________________________ Name: Title:
FW NETHERLANDS C.V. By:___________________________ Name: Title:

Security Agreement

- 35 -

F.W.- GESTĂO E SERVIÇOS, S.A.

By:___________________________

Name:

Title:

Security Agreement

- 36 -

FOSTER WHEELER ASIA

PACIFIC PTE. LTD.

By:___________________________

Name:

Title:

Security Agreement

- 37 -

P.E. CONSULTANTS, INC.

By:___________________________

Name:

Title:

Security Agreement

- 38 -

MANOPS LIMITED

By:___________________________

Name:

Title:

Security Agreement

- 39 -

FOSTER WHEELER CARIBE

CORPORATION, C.A.

By:___________________________

Name:

Title:

Security Agreement

- 40 -

FW OVERSEAS OPERATIONS LIMITED

By:___________________________

Name:

Title:

Security Agreement

- 41 -

ADMINISTRATIVE AGENT

BNP PARIBAS,
as Administrative Agent

By:___________________________

Name:

Title:

Security Agreement

- 42 -

ANNEX 1

FILING DETAILS

[See Sections 2.02 and 2.04 and 5.07]

Annex 1 to Security Agreement

ANNEX 2

NEW DEBTOR EVENTS

[See Section 2.03]

Annex 2 to Security Agreement

ANNEX 3

PLEDGED SHARES AND PROMISSORY NOTES

[See definitions of “Initial Pledged Shares” and “Issuers” in Section 1.03,

and Sections 2.04, 2.05, 3(a), 3(b) and 5.01(b)]

Annex 3 to Security Agreement

ANNEX 4

LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS AND

APPLICATIONS FOR COPYRIGHT REGISTRATIONS

[See definition of “Copyright Collateral” in Section 1.03 and Section 2.06]

Annex 4 to Security Agreement

ANNEX 5

LIST OF PATENTS AND PATENT APPLICATIONS

[See definition of “Patent Collateral” in Section 1.03 and Section 2.06]

Annex 5 to Security Agreement

ANNEX 6

LIST OF TRADE NAMES, TRADEMARKS, SERVICES MARKS,

TRADEMARK AND SERVICE MARK REGISTRATIONS AND

APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS

[See definition of “Trademark Collateral” in Section 1.03 and Section 2.06]

Annex 6 to Security Agreement

ANNEX 7

LIST OF DEPOSIT ACCOUNTS, AND SECURITIES ACCOUNTS AND COMMODITY ACCOUNTS

[See Sections 2.04 and 2.07]

Annex 7 to Security Agreement

ANNEX 8

LIST OF COMMERCIAL TORT CLAIMS

[See Sections 2.08 and 3(p)]

Annex 8 to Security Agreement

ANNEX 9

INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of _________, 2006, between FOSTER WHEELER LLC, FOSTER WHEELER INC., FOSTER WHEELER USA CORPORATION, FOSTER WHEELER NORTH AMERICA CORP., FOSTER WHEELER ENERGY CORPORATION and FOSTER WHEELER INTERNATIONAL CORPORATION (each a “Borrower” and, collectively, the “Borrowers”), FOSTER WHEELER LTD. (the “Parent”), FOSTER WHEELER HOLDINGS LTD. (“Holdco”), each of the Subsidiaries of the Borrowers identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrowers, Parent and Holdco, the “Obligors”), and BNP PARIBAS, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).(1)

The Borrowers, the Parent, Holdco and the Subsidiary Guarantors, such Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 13, 2006 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by such Lenders to the Borrowers. In addition, the Borrowers may from time to time be obligated to various of said Lenders (or their Affiliates) in respect of one or more Hedging Agreements and/or cash management arrangements under and as defined in the Credit Agreement.

To induce such Lenders to enter into the Credit Agreement and to extend credit thereunder and under the Hedging Agreements and cash management arrangements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors and the Administrative Agent have entered into a Security Agreement dated as of _______, 2006 (the “Security Agreement”) pursuant to which the Obligors have granted liens on certain of their property to the Administrative Agent as collateral security for the obligations of the Obligors under the Credit Agreement and in respect of such Hedging Agreements and cash management arrangements. Term defined in the Security Agreement are used herein as defined therein.

——————

⁽¹⁾	This preamble and subsequent paragraphs should be appropriately revised in the event this Intellectual Property Security Agreement is to be executed by a single Obligor (such as will be necessary in the case of a new Subsidiary Guarantor becoming a party to the Security Agreement).

Annex 9 to Security Agreement

Pursuant to the Security Agreement, the Obligors have granted a security interest in the Intellectual Property Collateral (as defined in Section 1 below) of the Obligors to the Administrative Agent for the benefit of the Secured Parties, and have agreed as a condition thereof to execute this Intellectual Property 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 Obligor agrees as follows:

SECTION 1. Grant of Security. To secure the payment of the Secured Obligations when due, each Obligor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and to all of such Obligor’s right, title and interest in and to the following (the “Intellectual Property Collateral”):

(i) the 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 trademark and service mark registrations and applications set forth in Schedule B hereto (the “Trademarks”);

(iii) the 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 security interest in the Collateral granted by the Obligors under this Intellectual Property Security Agreement secures the payment of all Secured Obligations (as defined in the Security Agreement) of such Obligor.

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

Annex 9 to Security Agreement

- 2 -

SECTION 4 . Execution in Counterparts. This Intellectual Property 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 Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each of the Obligors does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent 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 Intellectual Property Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Annex 9 to Security Agreement

- 3 -

IN WITNESS WHEREOF, the parties hereto have caused this Intellectual Property Security Agreement to be duly executed and delivered as of the day and year first above written.

[To be completed]

BNP PARIBAS,

as Administrative Agent

By ________________________

Title:

Annex 9 to Security Agreement

- 4 -

EXHIBIT E

[Form of Joinder Agreement]

JOINDER AGREEMENT

JOINDER AGREEMENT dated as of ____________, 20__ by ____________, a ___________ (the “Additional Subsidiary Guarantor”), in favor of BNP Paribas as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (each a “Borrower” and, collectively, the “Borrowers”), Foster Wheeler Ltd. (the “Parent”), Foster Wheeler Holdings Ltd. (“Holdco”), the Subsidiary Guarantors party thereto (collectively, the “Existing Subsidiary Guarantors” and, together with the Borrowers, the Parent and Holdco, the “Existing Obligors”), the lenders party thereto and BNP Paribas as Administrative Agent are parties to a Credit Agreement dated as of September 13, 2006 (as modified and supplemented and in effect from time to time, the “Credit Agreement”, providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by the Lenders named therein to the Company in an aggregate principal or face amount not exceeding $350,000,000 (which, in the circumstances contemplated therein, may be increased to $450,000,000). In addition, the Borrowers may from time to time be obligated to one or more of the Lenders under the Credit Agreement in respect of Hedging Agreements and/or cash management arrangements under and as defined in the Credit Agreement.

In connection with the Credit Agreement, the Borrowers, the Parent, Holdco, the Existing Subsidiary Guarantors and the Administrative Agent are parties to a Security Agreement dated as of [_________], 2006 (as modified and supplemented and in effect from time to time, the “Security Agreement”) pursuant to which the Existing Obligors have, inter alia, granted a security interest in the Collateral (as defined in the Security Agreement) as collateral security for the Secured Obligations (as defined in the Security Agreement). Terms defined in the Security Agreement are used herein as defined therein.

As contemplated by Section 7.10 of the Credit Agreement, to induce the Secured Creditors to enter into the Credit Agreement, and to extend credit thereunder and to extend credit to the Borrowers under Hedging Agreements and/or cash management arrangements, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional Subsidiary Guarantor has agreed to become a party to the Credit Agreement and the Security Agreement as a “Subsidiary Guarantor” thereunder, and to pledge and grant, in accordance with the terms of the Security Agreement, a security interest in all Collateral of the Additional Subsidiary Guarantor.

Joinder Agreement

Accordingly, the parties hereto agree as follows:

Section 1. Definitions. Terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor” under and for all purposes of the Credit Agreement and the Security Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder (and hereby supplements Annexes 1 through 8 of the Security Agreement as specified in Appendix A). Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby:

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

(ii) pledges and grants to the Administrative Agent, for the benefit of the Secured Creditors, the security interests in all right, title and interest of the Additional Subsidiary Guarantor in all Collateral now owned or hereafter acquired by the Additional Subsidiary Guarantor and whether now existing or hereafter coming into existence provided for by Section 3 of the Security Agreement as collateral security for the Secured Obligations and agrees that the Annexes thereof shall be supplemented as provided in Appendix A hereto;

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

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

Joinder Agreement

- 2 -

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

The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 7.10(a)(iii) of the Credit Agreement to the Secured Creditors.

The terms of this Agreement may be waived, altered or amended only in accordance with the requirements of Section 6.03 of the Security Agreement applicable to waivers, alterations or amendments thereunder. Any notice or other communication herein required or permitted to be given shall be given in accordance with the requirements of Section 6.01 of the Security Agreement. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Creditors in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

This Agreement shall be construed in accordance with and governed by the law of the State of New York.

Joinder Agreement

- 3 -

IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written.

[ADDITIONAL SUBSIDIARY GUARANTOR]

By:_______________________________

Title:

Accepted and agreed:

BNP PARIBAS

as Administrative Agent

By:___________________________

Title:

Joinder Agreement

- 4 -

Appendix A to Joinder Agreement

SUPPLEMENTS TO ANNEXES TO SECURITY AGREEMENT

Supplement to Annex 1:

[to be completed]

Supplement to Annex 2:

[to be completed]

Supplement to Annex 3:

[to be completed]

Supplement to Annex 4:

[to be completed]

Supplement to Annex 5:

[to be completed]

Supplement to Annex 6:

[to be completed]

Supplement to Annex 7:

[to be completed]

Supplement to Annex 8:

[to be completed]]

Joinder Agreement

EXHIBIT F

[Form of Lender Addendum]

LENDER ADDENDUM

Reference is made to the Credit Agreement, dated as of September 13, 2006 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), between Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (each a “Borrower” and, collectively, the “Borrowers”), Foster Wheeler Ltd. (the “Parent”), Foster Wheeler Holdings Ltd. (“Holdco”), the Subsidiary Guarantors party thereto (the “Subsidiary Guarantors”), the Lenders party thereto (the “Lenders”) and BNP Paribas as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 11.10 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Revolving Credit Commitment and Synthetic LC Funding Amount set forth below, effective as of the Effective Date.

Revolving Credit Commitment	$
Synthetic LC Funding Amount	$

This Lender Addendum shall be construed in accordance with and governed by the law of the State of New York.

This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

Lender Addendum

IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and delivered under the above-referenced Credit Agreement by their proper and duly authorized officers as of this 13th day of September, 2006.

_____________________________

[Name of Lender]

By:___________________________

Name:

Title:

Accepted and agreed:

FOSTER WHEELER LLC

FOSTER WHEELER INC.

FOSTER WHEELER USA CORPORATION

FOSTER WHEELER NORTH AMERICA CORP.

FOSTER WHEELER ENERGY CORPORATION

FOSTER WHEELER INTERNATIONAL CORPORATION

By:___________________________

Name:

Title:

BNP PARIBAS

as Administrative Agent

By:___________________________

Name:

Title:

Lender Addendum

SECTION 1.01. Defined Terms.			1
SECTION 1.02. Classification of Loans and Borrowings.			31
SECTION 1.03. Terms Generally.			32
SECTION 1.04. Accounting Terms; GAAP.			32
SECTION 1.05. Currencies; Currency Equivalents			32

SECTION 2.01. Revolving Credit Commitments.			33
SECTION 2.02. Loans and Borrowings.			35
SECTION 2.03. Requests for Borrowings.			36
SECTION 2.04. Swingline Loans.			37
SECTION 2.05. Revolving Letters of Credit.			39
SECTION 2.06. Funding of Revolving Credit and Incremental Loan Borrowings.			45
SECTION 2.07. Interest Elections.			46
SECTION 2.08. Termination, Reduction and Increase of Revolving Credit Commitments.			48
SECTION 2.09. Repayment of Loans; Evidence of Debt.			51
SECTION 2.10. Prepayment of Loans.			52
SECTION 2.11. Fees.			57
SECTION 2.12. Interest.			59
SECTION 2.13. Alternate Rate of Interest.			60
SECTION 2.14. Increased Costs.			61
SECTION 2.15. Break Funding Payments.			62
SECTION 2.16. Redenomination; Ratable Treatment; Sharing Of Set-Offs.			63
SECTION 2.17. Replacement of Lenders.			65
SECTION 2.18. Defeasance of Revolving Letters of Credit			66

SECTION 3.01. Synthetic LC Credit-Linked Deposit Accounts			67
SECTION 3.02. Synthetic LC Term Loans.			72
SECTION 3.03. Intentionally Omitted			73
SECTION 3.04. Intentionally Omitted			73
SECTION 3.05. Synthetic Letters of Credit.			73
SECTION 3.06. Funding of Synthetic LC Term Loans			80
SECTION 3.07. Interest Elections.			80
SECTION 3.08. Termination, Reduction and Increase of the Synthetic LC Funding Amounts			81
SECTION 3.09. Repayment of Loans; Evidence of Debt.			84
SECTION 3.10. Prepayments and Cover.			85
SECTION 3.11. Fees			87
SECTION 3.12. Interest.			88
SECTION 3.13. Alternate Rate of Interest.			89
SECTION 3.14. Increased Costs.			89
SECTION 3.15. Break Funding Payments.			91
SECTION 3.16. Payments; Ratable Treatment; Sharing Of Set-Offs.			92
SECTION 3.17. Replacement of Lenders.			94
SECTION 3.18. Defeasance of Synthetic Letters of Credit			95

SECTION 4.01. The Guarantee.			96
SECTION 4.02. Obligations Unconditional.			97
SECTION 4.03. Reinstatement.			98
SECTION 4.04. Subrogation.			98
SECTION 4.05. Remedies.			98
SECTION 4.06. Instrument for the Payment of Money.			98
SECTION 4.07. Continuing Guarantee.			99
SECTION 4.08. Rights of Contribution.			99
SECTION 4.09. Limitation on Guarantee Obligations.			99
SECTION 4.10. Parallel Debt.			100

SECTION 5.01. Organization; Powers.			102
SECTION 5.02. Authorization; Enforceability.			103
SECTION 5.03. Governmental Approvals; No Conflicts.			103
SECTION 5.04. Financial Condition; No Material Adverse Change.			103
SECTION 5.05. Properties.			104
SECTION 5.06. Litigation and Environmental Matters.			104
SECTION 5.07. Compliance with Laws and Agreements.			105
SECTION 5.08. Investment Company Status.			105
SECTION 5.09. Taxes.			105
SECTION 5.10. ERISA.			105
SECTION 5.11. Disclosure.			105
SECTION 5.12. Labor Matters.			106
SECTION 5.13. Subsidiaries, Etc			106
SECTION 5.14. Perfection and Priority of Liens.			106
SECTION 5.15. Real Property.			107
SECTION 5.16. Margin Stock.			107
SECTION 5.17. Commercial Activity; Absence of Immunity			107

SECTION 6.01. Effective Date.			107
SECTION 6.02. Closing Date.			109
SECTION 6.03. Each Extension of Credit.			111

SECTION 7.01. Financial Statements and Other Information.			112
SECTION 7.02. Notices of Material Events.			114
SECTION 7.03. Existence; Conduct of Business.			114
SECTION 7.04. Payment of Obligations.			115
SECTION 7.05. Maintenance of Properties; Insurance.			115
SECTION 7.06. Books and Records; Inspection Rights.			115
SECTION 7.07. Governmental Approvals.			116
SECTION 7.08. Compliance with Laws.			116

SECTION 7.09. Use of Proceeds			116
SECTION 7.10. Certain Obligations Respecting Subsidiaries and Collateral Security.			116

SECTION 8.01. Indebtedness.			119
SECTION 8.02. Liens.			121
SECTION 8.03. Sale and Leaseback Transactions.			122
SECTION 8.04. Fundamental Changes.			123
SECTION 8.05. Investments, Loans, Advances, Guarantees and Acquisitions; Hedging Agreements.			124
SECTION 8.06. Restricted Payments.			127
SECTION 8.07. Transactions with Affiliates.			127
SECTION 8.08. Restrictive Agreements.			128
SECTION 8.09. Certain Financial Covenants.			129
SECTION 8.10. Lines of Business.			129
SECTION 8.11. Changes to Fiscal Year.			130
SECTION 8.12. Parent and Holdco.			130

SECTION 11.01. Notices.			136
SECTION 11.02. Waivers; Amendments.			137
SECTION 11.03. Expenses; Indemnity; Damage Waiver.			140
SECTION 11.04. Taxes.			142
SECTION 11.05. Payments; Currency.			144
SECTION 11.06. Mitigation Obligations.			145
SECTION 11.07. Reallocation of Exposures.			145
SECTION 11.08. Successors and Assigns.			148
SECTION 11.09. Survival.			152


SECTION 11.10. Counterparts; Integration; Effectiveness			152
SECTION 11.11. Severability.			153
SECTION 11.12. Right of Setoff.			153
SECTION 11.13. Governing Law; Jurisdiction; Consent to Service of Process.			154
SECTION 11.14. WAIVER OF JURY TRIAL.			155
SECTION 11.15. Judgment Currency			155
SECTION 11.16. No Immunity			156
SECTION 11.17. Treatment of Certain Information; Confidentiality.			156
SECTION 11.18. Headings.			157
SECTION 11.19. USA Patriot Act.			157

Rating S&P/Moody’s	ABR Loans	Eurocurrency Loans	Letters of Credit	Revolving Facility Fee
BB+/Ba1 or above	0.50%	1.50%	1.50%	.250%
BB/Ba2	0.75%	1.75%	1.75%	.375%
BB-/Ba3	1.00%	2.00%	2.00%	.500%
B+/B1	1.25%	2.25%	2.25%	.500%
B/B2 or lower	1.50%	2.50%	2.50%	.500%

FOSTER WHEELER LLC		FOSTER WHEELER INC


By: /s/ Thierry Desmaris		By: /s/ Thierry Desmaris
Name: Thierry Desmaris		Name: Thierry Desmaris
Title: Vice President & Treasurer		Title: Treasurer



FOSTER WHEELER USA		FOSTER WHEELER NORTH
CORPORATION		AMERICA CORP


By: /s/ Thierry Desmaris		By: /s/ Thierry Desmaris
Name: Thierry Desmaris		Name: Thierry Desmaris
Title: Treasurer		Title: Treasurer



FOSTER WHEELER ENERGY		FOSTER WHEELER
CORPORATION		INTERNATIONAL CORPORATION

By: /s/ Thierry Desmaris		By: /s/ Thierry Desmaris
Name: Thierry Desmaris		Name: Thierry Desmaris
Title: Treasurer		Title: Vice President & Treasurer

FOSTER WHEELER ASIA LIMITED By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Vice President & Treasurer	FOSTER WHEELER ENERGY MANUFACTURING, INC. 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 SERVICES, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer	FOSTER WHEELER ENVIRONMENTAL CORPORATION By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: 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 INTERCONTINENTAL CORPORATION 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 POWER SYSTEMS, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer	FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer

	BNP PARIBAS, as
	Administrative Agent


	By: /s/ Pierre Nicholas Rogers Name: Pierre Nicholas Rogers Title: Managing Director

	By: /s/ Jamie Dillon Name: Jamie Dillon Title: Managing Director

FOSTER WHEELER PYROPOWER, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer	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: President & Treasurer	FOSTER WHEELER VIRGIN ISLANDS, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ZACK, INC. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer

FW EUROPEAN E&C LTD. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer	FW MANAGEMENT OPERATIONS, LTD. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Vice President & Treasurer
PERRYVILLE SERVICE COMPANY LTD. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Treasurer	CONTINENTAL FINANCE COMPANY LTD. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Vice President & Treasurer

FOSTER WHEELER CONTINENTAL B.V. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Managing Director
FW NETHERLANDS C.V. By: /s/ Thierry Desmaris Name: Thierry Desmaris Title: Vice President & Treasurer of Foster Wheeler LLC the General Partner