Exhibit 4(a)(9)
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ICF ▇▇▇▇▇▇ INTERNATIONAL, INC., Issuer
and
CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC., Guarantor
ICF ▇▇▇▇▇▇ GOVERNMENT PROGRAMS, INC., Guarantor
SYSTEMS APPLICATIONS INTERNATIONAL, INC., Guarantor
EDA, INCORPORATED, Guarantor
GLOBAL TRADE & INVESTMENT, INC., Guarantor
ICF ▇▇▇▇▇▇ EUROPE, INC., Guarantor
ICF ▇▇▇▇▇▇ / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC., Guarantor
ICF ▇▇▇▇▇▇ OVERSEAS ENGINEERING, INC., Guarantor
ICF ▇▇▇▇▇▇ ENGINEERS PACIFIC, INC., Guarantor
ICF ▇▇▇▇▇▇ ADVANCED TECHNOLOGY, INC., Guarantor
TO
THE BANK OF NEW YORK, Trustee
_______________
Ninth Supplemental Indenture
Dated as of June 25, 1999
to
Indenture dated as of January 11, 1994
_______________
$125,000,000 12% Senior Subordinated Notes due 2003
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THIS NINTH SUPPLEMENTAL INDENTURE, dated as of June 25, 1999, is entered into
by and among ICF ▇▇▇▇▇▇ INTERNATIONAL, INC., a Delaware corporation (the
"Company"), THE BANK OF NEW YORK, a New York banking corporation (the
"Trustee"), and the following GUARANTORS (the "Subsidiary Guarantors"):
Cygna Consulting Engineers and Project Management, Inc., a Delaware
corporation ("Cygna");
ICF ▇▇▇▇▇▇ Government Programs, Inc., a Delaware corporation ("ICFK-GP");
Systems Applications International, Inc., a Delaware corporation ("SAI")
EDA, Incorporated, a Maryland corporation ("EDA");
Global Trade & Investment, Inc., a Delaware corporation ("Global");
ICF ▇▇▇▇▇▇ Europe, Inc., a Delaware corporation ("ICFK Europe");
ICF ▇▇▇▇▇▇ / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., a Delaware corporation ("ICFK/GW");
ICF ▇▇▇▇▇▇ Overseas Engineering, Inc., a Delaware corporation ("ICFK
Overseas");
ICF ▇▇▇▇▇▇ Engineers Pacific, Inc., a Delaware corporation ("ICFK
Pacific");and
ICF ▇▇▇▇▇▇ Advanced Technology, Inc., an Idaho Corporation ("Advanced
Tech").
WITNESSETH:
WHEREAS, the Company and the Trustee have heretofore executed and delivered an
Indenture dated as of January 11, 1994 (as amended and supplemented to date, the
"Indenture"), for the purpose of issuing $125,000,000 of 12% Senior Subordinated
Notes due 2003 (the "Notes");
WHEREAS, the Company has entered into an Recapitalization Agreement with ICF
Consulting Group Holdings, LLC and ▇▇▇▇▇▇▇ International Corporation, dated May
21, 1999 providing for the sale of the stock of certain subsidiaries included
in, the Company's Consulting Group (the "Consulting Agreement");
WHEREAS, the Consulting Agreement provides for the sale, among other things,
of the stock of Systems Applications International, Inc., a Delaware corporation
("SAI"), which is a Subsidiary Guarantor;
WHEREAS, the terms of the Consulting Agreement require that SAI be released
from its obligations as a Subsidiary Guarantor under the Indenture;
WHEREAS, the Company and its Restricted Subsidiaries intend to use the
proceeds of the transaction contemplated by the Consulting Agreement in a manner
consistent with Section 5.09 of the Indenture;
WHEREAS, the execution and delivery of this Ninth Supplemental Indenture has
been duly authorized by the Board of Directors of the Company on May 7,
1999;
WHEREAS, the Company and the Subsidiary Guarantors have determined that it is
desirable to enter into this Ninth Supplemental Indenture and have requested the
Trustee to join with them in the execution of this Ninth Supplemental Indenture;
and
WHEREAS, the Trustee has accepted the trusts created by this Ninth
Supplemental Indenture and in evidence thereof has joined in the execution
hereof;
NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH, that, in
consideration of the premises and of acceptance by the Trustee of the trusts
created hereby and by the Indenture, and also for and in consideration of the
sum of One Dollar to the Company duly paid by the Trustee at or before the
execution and delivery of this Supplemental Indenture, the receipt of which is
hereby acknowledged, IT IS HEREBY COVENANTED AND AGREED, by and among the
Company, the Subsidiary Guarantors, and the Trustee, as follows:
1. Terms defined in the Indenture are used herein as therein defined.
2. Effective upon the closing of the transactions contemplated by the
Consulting Agreement, SAI is hereby, and shall be, without further
action of, or the execution and delivery of any further documents or
instruments by, the Company, the Subsidiary Guarantors of the Trustee,
released from the Guarantee dated June 24, 1996 to which it is a
party.
3. The following sundry provisions shall be a part of this Ninth
Supplemental Indenture:
Section 4.01. Effect of Supplemental Indenture. Upon the execution and
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delivery of this Ninth Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Ninth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Section 4.02. Indenture Remains in Full Force and Effect. Except as
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supplemented hereby and by the First through Eighth Supplemental Indentures, all
provisions in the Indenture shall remain in full force and effect.
Section 4.03. Indenture and Supplemental Indentures Construed Together.
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This Ninth Supplemental Indenture is an Indenture supplemental to and in
implementation of the Indenture, and the Indenture and all Supplemental
Indentures shall henceforth be read and construed together.
Section 4.04. Confirmation and Preservation of Indenture. The Indenture as
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supplemented by the First through Eighth Supplemental Indentures is in all
respects confirmed and preserved.
Section 4.05 Conflict with Trust Indenture Act. If any provision of this
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Ninth Supplemental Indenture limits, qualifies, or conflicts with any provision
of the Trust Indenture Act that is required under such Act to be part of and
govern any provision of this Ninth Supplemental Indenture, the
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provision of such Act shall control. If any provision of this Ninth
Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provision of such Act
shall be deemed to apply to the Indenture as so modified or to be excluded by
this Ninth Supplemental Indenture, as the case may be.
Section 4.06 Separability Clause. In case any provision in this Ninth
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Supplemental Indenture shall be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 4.07 Terms Defined in the Indenture. All capitalized terms not
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otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
Section 4.08 Effect of Headings. The Article and Section headings herein
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are for convenience only and shall not affect the construction hereof.
Section 4.09 Benefits of Ninth Supplemental Indenture, Etc. Nothing in this
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Ninth Supplemental Indenture, the Indenture, or the Notes, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Notes, any benefit of
any legal or equitable right, remedy, or claim under the Indenture, the First
through Ninth Supplemental Indentures, or the Notes.
Section 4.10 Successors and Assigns. All covenants and agreements in this
----------------------
Ninth Supplemental Indenture by the Company and the Subsidiary Guarantors shall
bind their successors and assigns, whether so expressed or not.
Section 4.11 Trustee Not Responsible for Recitals. The recitals contained
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herein shall be taken as the statements of the Company and the Subsidiary
Guarantors, and the Trustee assumes no responsibility for their correctness.
Section 4.12 Certain Duties and Responsibilities of the Trustee. In
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entering into this Ninth Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee, whether or
not elsewhere herein so provided.
Section 4.13 Governing Law. This Ninth Supplemental Indenture shall be
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governed by and construed in accordance with the laws of the State of New York,
without regard to the conflicts of law principles thereof.
Section 4.14 Counterparts. This Ninth Supplemental Indenture may be
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executed in counterparts, each of which, when so executed, shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental
Indenture to be duly executed, and the Company, the Subsidiary Guarantors, and
the Trustee have caused their respective corporate seals to be hereunto affixed
and attested, all as of June 25, 1999.
ICF ▇▇▇▇▇▇ INTERNATIONAL, INC.
By: _______________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Senior Vice President and Chief
Financial Officer
ATTEST:
____________________________
Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
CYGNA CONSULTING ENGINEERS AND
PROJECT MANAGEMENT, INC.
By: ________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
ICF ▇▇▇▇▇▇ GOVERNMENT PROGRAMS, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
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SYSTEMS APPLICATIONS INTERNATIONAL,
INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
_____________________________
Assistant Secretary
EDA, INCORPORATED
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
_____________________________
Assistant Secretary
GLOBAL TRADE & INVESTMENT, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
ICF ▇▇▇▇▇▇ EUROPE, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
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ICF ▇▇▇▇▇▇ / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
ICF ▇▇▇▇▇▇ OVERSEAS ENGINEERING, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
____________________________
Assistant Secretary
ICF ▇▇▇▇▇▇ ENGINEERS PACIFIC, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
___________________________
Assistant Secretary
ICF ▇▇▇▇▇▇ ADVANCED TECHNOLOGY, INC.
By: _________________________________________
[Seal] Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Assistant Treasurer
ATTEST:
___________________________
Assistant Secretary
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