Exhibit 10.14
WAIVER
This
WAIVER is made and entered into as of February 2, 2006 by and among
Foster Wheeler Ltd,. a Bermuda company, and Foster Wheeler LLC, a
Delaware limited liability company, (the “Issuers”) on
behalf of themselves and the subsidiary guarantors (the
“Subsidiary Guarantors”) of the Notes (as defined
below) and the holders (the “Waiving Holders”) listed
on the signature pages hereof.
WHEREAS,
the parties hereto are parties to a Common Stock, Preferred Stock,
Warrants and Senior Secured Notes Registration Rights Agreement,
dated as of September 24, 2004 (the “Registration Rights
Agreement”);
WHEREAS,
the Registration Rights Agreement provides the Waiving Holders
certain registration rights as described therein;
WHEREAS,
the Issuers have filed and caused to be declared effective a
registration statement on Form S-3 (the “Old Shelf”)
relating to the Registrable Securities (as defined in the
Registration Rights Agreement).
WHEREAS,
the Issuers intend to withdraw the Old Shelf and to file a new
registration statement on Form S-3 covering all Registrable
Securities other than the 10.359% Senior Secured Notes due 2011
issued by Foster Wheeler LLC and guaranteed by Foster Wheeler Ltd.
and the Subsidiary Guarantors (the “Notes”);
WHEREAS,
in order to permit the foregoing, the Waiving Holders have
determined to waive their registration rights with respect to their
Senior Notes on the basis that such rights no longer provide any
benefit to such parties and are burdensome to the
Issuers.
NOW,
THEREFORE, on the basis of the foregoing, the Waiving Holders agree
to waive the provisions of Section 2 and Section 4 (to the extent
related to Section 2) of the Registration Rights Agreement as they
relate to the Senior Notes. All registration rights otherwise
provided for by Section 2 and Section 4 of the Registration Rights
Agreement shall remain in full force and effect as they
rel
