Irrevocable Standby Letter of Credit No. 3055597 – Bank of America, Foster Wheeler LLC, and Lisa Fries-Gardner

  Exhibit 10.3 Bank of America [LOGO] PAGE: 1 DATE: APRIL 18, 2003 IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3055597 BENEFICIARY APPLICANT LISA FRIES-GARDNER AND/OR FOSTER WHEELER LLC MR. KEVIN GARDNER AND ITS AFFILIATES OR SUBSIDIARIES PERRYVILLE CORPORATE PARK PERRYVILLE CORPORATE PARK CLINTON, NJ ###-###-#### CLINTON, NJ ###-###-#### AMOUNT USD 301,957.00 THREE HUNDRED ONE THOUSAND NINE HUNDRED FIFTY SEVEN AND 00/100'S US DOLLARS EXPIRATION APRIL 15, 2004 AT OUR COUNTERS WE HEREBY ISSUE IN YOUR FAVOR OUR IRREVOCABLE LETTER OF CREDIT FOR THE ACCOUNT OF FOSTER WHEELER LLC AND ITS AFFILIATES OR SUBSIDIARIES (HEREINAFTER "FW") IN THE AGGREGATE AMOUNT OF USD 301,957.00 (UNITED STATES DOLLARS THREE HUNDRED ONE THOUSAND NINE HUNDRED FIFTY SEVEN AND 00/100), AVAILABLE BY DRAFT AT SIGHT DRAWN ON US, PRESENTED TO US IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS CREDIT ON OR PRIOR TO ITS EXPIRATION. YOUR DRAFT MUST MENTION OUR CREDIT NUMBER AS IT APPEARS ABOVE, AND MUST BE ACCOMPANIED BY THE ORIGINAL OF THIS LETTER OF CREDIT AND ONE OF THE BELOW MENTIONED DOCUMENTS. 1. A SIGNED STATEMENT BY THE BENEFICIARY, DATED ANYTIME PRIOR TO THE THEN EXPIRY DATE, CERTIFYING: "LISA FRIES-GARDNER IS NO LONGER IN THE EMPLOYMENT OF FW AND THAT THE AMOUNT AVAILABLE UNDER LETTER OF CREDIT ###-###-#### IS THEREFORE DUE." OR 2. A SIGNED STATEMENT BY THE BENEFICIARY, DATED ANYTIME PRIOR TO THE THEN EXPIRY DATE, CERTIFYING: "DUE TO THE DEATH OR DISABILITY OF LISA FRIES-GARDNER, THE AMOUNT AVAILABLE UNDER LETTER OF CREDIT ###-###-#### IS THEREFORE DUE." OR 3. A SIGNED STATEMENT BY THE BENEFICIARY, DATED ANYTIME WITHIN SIXTY (60) DAYS OF THE THEN EXPIRY DATE CERTIFYING: "DUE TO LETTER OF CREDIT ###-###-#### NOT BEING RENEWED OR EXTENDED IN ACCORDANCE WITH THE AGREEMENT BETWEEN LISA FRIES-GARDNER AND FW, THE AMOUNT AVAILABLE UNDER LETTER OF CREDIT IS THEREFORE DUE." OR 4. A SIGNED STATEMENT BY THE BENEFICIARY, DATED ANYTIME AFTER JULY 30, 2003 CERTIFYING: "DUE TO LETTER OF CREDIT ###-###-#### NOT BEING INCREASED IN ACCORDANCE WITH THE AGREEMENT BETWEEN LISA FRIES-GARDNER AND FW, THE AMOUNT AVAILABLE UNDER THE LETTER OF CREDIT IS THEREFORE DUE." THIS LETTER OF CREDIT SHALL EXPIRE ON APRIL 15, 2004 BUT SUCH EXPIRATION DATE SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE (1) YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, BUT IN NO EVENT LATER THAN APRIL 15, 2005, UNLESS, AT LEAST 30 DAYS BEFORE ANY EXPIRATION DATE, WE NOTIFY YOU BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS, THAT THIS LETTER OF CREDIT IS NOT EXTENDED BEYOND THE CURRENT EXPIRATION DATE.  Bank of America, N.A. Trade Operations Mail Code CA9-703-19-09 ORIGINAL 333 S. Beaudry Avenue, 19th Floor, Los Angeles, CA 90017 PAGE: 2 THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3055597 SPECIAL CONDITIONS: PARTIAL DRAWINGS ARE NOT PERMITTED. WE HEREBY ENGAGE WITH THE BENEFICIARY THAT DOCUMENT PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION AS SPECIFIED HEREIN. THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, ICC PUBLICATION 590. IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION, PLEASE CALL ###-###-####. /S/SERGIO CARMONA /S/THELMA CHAN - --------------------------- ------------------ AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE SERGIO CARMONA THELMA CHAN