Exhibit 4(a)(10)
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ICF ▇▇▇▇▇▇ INTERNATIONAL, INC., Issuer
and
CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC., Guarantor
▇▇▇▇▇▇ GOVERNMENT PROGRAMS, INC., Guarantor
EDA, INCORPORATED, Guarantor
GLOBAL TRADE & INVESTMENT, INC., Guarantor
KAISER EUROPE, INC., Guarantor
ICF KAISER / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC., Guarantor
ICF KAISER OVERSEAS ENGINEERING, INC., Guarantor
ICF ▇▇▇▇▇▇ ENGINEERS PACIFIC, INC., Guarantor
ICF KAISER ADVANCED TECHNOLOGY, INC., Guarantor
TO
THE BANK OF NEW YORK, Trustee
_______________
Tenth Supplemental Indenture
Dated as of _________ __, 1999
to
Indenture dated as of January 11, 1994
_______________
$125,000,000 12% Senior Subordinated Notes due 2003
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This TENTH SUPPLEMENTAL INDENTURE, dated as of _____ __, 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 each of the following guarantors: Cygna Consulting Engineers and
Project Management, Inc., a Delaware corporation; ▇▇▇▇▇▇ Government Programs,
Inc., a Delaware corporation formerly named ICF ▇▇▇▇▇▇ Government Programs,
Inc.; EDA, Incorporated, a Maryland corporation; Global Trade & Investment,
Inc., a Delaware corporation; Kaiser Europe, Inc., a Delaware corporation
formerly named ICF Kaiser Europe, Inc.; ICF Kaiser / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., a
Delaware corporation; ICF Kaiser Overseas Engineering, Inc., a Delaware
corporation; ICF ▇▇▇▇▇▇ Engineers Pacific, Inc., a Delaware corporation; and ICF
Kaiser Advanced Technology, Inc., an Idaho Corporation (collectively, the
"Guarantors").
WITNESSETH:
WHEREAS, the Company and the Trustee are parties to an Indenture dated
as of January 11, 1994 (the "Indenture"), relating to the Company's 12% Senior
Subordinated Notes due 2003 (the "Notes");
WHEREAS, the Company has filed with the SEC a registration statement
on Form S-4 (Registration No. 333-82643) (as amended or supplemented, the
"Registration Statement"), relating, among other things, to Company's offer to
purchase for cash at par on a pro rata basis a total of up to $40,000,000
principal amount of the Notes (the "Asset Sale Offer");
WHEREAS, in order to effectuate such Asset Sale Offer, it is
necessary, advisable and desirable to amend and delete certain provisions of the
Indenture;
WHEREAS, Section 10.02 of the Indenture provides that the Company and
the Trustee may amend the Indenture or the Notes with the written consent
(including consents obtained in connection with a tender offer or exchange offer
for Notes) of the Holders of at least a majority in principal amount of the then
outstanding Notes;
WHEREAS, the Company has obtained the written consents of a majority
the Holders approving the transactions contemplated by the Registration
Statement, including such Asset Sale Offer, and the amendment and deletion of
certain provisions of the Indenture as set forth below;
WHEREAS, in accordance with Section 10.02 of the Indenture, the Board
of Directors of the Company has authorized the execution and delivery of this
Tenth Supplemental Indenture and the Company has filed with the Trustee evidence
of the consent of the Holders;
WHEREAS, the Company, the Guarantors, and the Trustee have determined
that this Tenth Supplemental Indenture complies with Section 10.02 of the
Indenture, and, on the basis of the foregoing, the Trustee, having received the
documents described in Section 10.06 of the Indenture, has determined that this
Tenth Supplemental Indenture is in form satisfactory to it; and
WHEREAS, the Trustee has accepted the trusts created by the Indenture,
as supplemented and amended by this Tenth Supplemental Indenture, and in
evidence thereof has joined in the execution hereof;
NOW, THEREFORE, in consideration of the premises and of the 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 Guarantors, and the Trustee, as follows:
ARTICLE 1
AMENDMENTS TO INDENTURE
Section 1.01 Amendments. Effective on the date hereof, the
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Indenture is hereby amended as follows:
(a) Sections 5.04 through 5.08, inclusive, 5.10, 5.11, 5.13 through
5.16, inclusive, and 6.01, are hereby deleted in their entirety.
(b) Section 5.09 is hereby renumbered to be Section 5.04, Section 5.12
is renumbered to be Section 5.05, Section 5.17 is renumbered to be Section 5.06,
and Section 6.02 is hereby renumbered to be Section 6.01.
(c) Section 5.04 (as renumbered in accordance with Section 1.01(b)
above) is amended as follows:
(i) The reference to Section 5.09 in clause (iii) of paragraph
(b) of Section 5.04 is changed to be a reference to Section 5.04.
(ii) A new paragraph (d) is inserted at the end of Section 5.04
to read as follows:
"(d) Notwithstanding any provision contained in this Indenture,
the consummation of the transactions contemplated by the Company's
Registration Statement filed with the SEC on October 1, 1999 (Registration
No. 333-82643), as amended or supplemented from time to time, relating,
among other things, to the asset sale offer described therein, shall be
expressly permitted under this Indenture and shall not be deemed to
constitute a breach, violation or other contravention of any provision
contained in this Indenture."
(d) The reference to Section 5.12 in paragraph (b) of Section 5.06 (as
renumbered in accordance with Section 1.01(b) above) is changed to be a
reference to Section 5.05.
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(e) The phrase "in accordance with Section 6.01" in Section 6.01(a)
(as renumbered in accordance with Section 1.01(b) above) is hereby deleted.
(f) Section 7.01 is amended by deleting clause numbers (3) through
(6), inclusive, and renumbering clause numbers (7) and (8) to be clause
numbers (3) and (4), respectively. In addition, (i) clause (3) (as
-
renumbered in accordance with the immediately preceding sentence) of
Section 7.01 is amended by deleting the words "or any of its Subsidiaries"
immediately after the words "the Company" and (ii) clause (4) (as
--
renumbered in accordance with the immediately preceding sentence) of
Section 7.01 is amended by deleting the words "or any of its Subsidiaries"
in each of the four places where those words appear in subclauses (a), (b)
and (c).
(g) References to clauses (7) and (8) of Section 7.01 contained in (i)
-
Section 7.02, (ii) Section 7.04, and (iii) the last paragraph of Section
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8.06, are hereby amended to be references to clauses (3) and (4),
respectively, of such Section 7.01.
ARTICLE 2
MISCELLANEOUS
Section 2.01 Effect of Supplemental Indenture. On the date hereof,
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the Indenture shall be supplemented in accordance herewith, and this Tenth
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 2.02 Indenture Remains in Full Force and Effect. Except as
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supplemented hereby and by the First through Ninth Supplemental Indentures, all
provisions in the Indenture shall remain in full force and effect.
Section 2.03 Indenture and Supplemental Indentures Construed
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Together. All provisions of this Tenth Supplemental Indenture shall be deemed
to be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented and amended by this Tenth Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
Section 2.04 Confirmation and Preservation of Indenture. The
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Indenture, as supplemented and amended by the First through Tenth Supplemental
Indentures, is in all respects, including the Company's agreement to indemnify
the Trustee pursuant to Section 8.06 of the Indenture, confirmed and preserved.
Section 2.05 Conflict with Trust Indenture Act. If any provision of
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this Tenth 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 Tenth Supplemental Indenture, the provision
of such Act shall control. If any provision of this Tenth Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the provisions of such Act shall be deemed to apply
to the Indenture as so modified or to be excluded by this Tenth Supplemental
Indenture, as the case may be.
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Section 2.06 Separability Clause. In case any provision in this
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Tenth 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 2.07 Terms Defined in the Indenture. All capitalized terms
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not otherwise defined herein (including capitalized terms used in the Recitals
hereto) shall have the meanings ascribed to them in the Indenture.
Section 2.08 Effect of Headings. The Article and Section headings in
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this Tenth Supplemental Indenture are for convenience only and shall not affect
the construction hereof.
Section 2.09 Benefits of Tenth Supplemental Indenture. Nothing in
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this Tenth 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, any benefit of any
legal or equitable right, remedy, or claim under the Indenture, the First
through Tenth Supplemental Indentures, or the Notes.
Section 2.10 Successors and Assigns. All covenants and agreements in
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this Tenth Supplemental Indenture by the Company and the Guarantors shall bind
their successors and assigns, whether so expressed or not.
Section 2.11 Trustee Not Responsible for Recitals. The recitals
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contained herein shall be taken as the statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for their correctness.
Section 2.12 Certain Duties and Responsibilities of the Trustee. In
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entering into this Tenth 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 2.13 GOVERNING LAW. THIS TENTH SUPPLEMENTAL INDENTURE SHALL
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BE 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 2.14 Counterparts. This Tenth Supplemental Indenture may be
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executed in any number of 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 Tenth
Supplemental Indenture to be duly executed, and the Company, the Guarantors, and
the Trustee have caused their respective corporate seals to be hereunto affixed
and attested, all as of ______________, 1999.
ICF ▇▇▇▇▇▇ INTERNATIONAL, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
By:
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Name:
Title:
CYGNA CONSULTING ENGINEERS AND
PROJECT MANAGEMENT, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ GOVERNMENT PROGRAMS, INC.
(formerly ICF ▇▇▇▇▇▇ Government Programs, Inc.)
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
EDA, INCORPORATED
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
GLOBAL TRADE & INVESTMENT, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
KAISER EUROPE, INC.
(formerly ICF Kaiser Europe, Inc.)
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
ICF KAISER / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
ICF KAISER OVERSEAS ENGINEERING, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
ICF ▇▇▇▇▇▇ ENGINEERS PACIFIC, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer
ICF KAISER ADVANCED TECHNOLOGY, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Treasurer