THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June __, 1999, is entered
into by and among ICF XXXXXX 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 Xxxxxx 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 Xxxxxx Europe, Inc., a Delaware corporation ("ICFK Europe");
ICF Xxxxxx / Xxxxxxx Xxxxxx, Inc., a Delaware corporation ("ICFK/GW");
ICF Xxxxxx Overseas Engineering, Inc., a Delaware corporation ("ICFK
Overseas");
ICF Xxxxxx Engineers Pacific, Inc., a Delaware corporation ("ICFK
Pacific"); and
ICF Xxxxxx 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 December 23, 1996 (as amended and
supplemented to date, the "Indenture"), for the purpose of issuing $15,000,000
of 12% Senior Notes due 2003 (the "Notes");
WHEREAS, the Company has entered into an Recapitalization Agreement with
ICF Consulting Group Holdings, LLC and Xxxxxxx International Corporation dated
May 21, 1999 providing for the sale of 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 Fourth 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 Fourth Supplemental Indenture and have
requested the Trustee to join with them in the execution of this Fourth
Supplemental Indenture; and
WHEREAS, the Trustee has accepted the trusts created by this Fourth
Supplemental Indenture and in evidence thereof has joined in the execution
hereof;
NOW, THEREFORE, THIS FOURTH 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 December 23, 1996 to which it is a
party.
3. The following sundry provisions shall be a part of this Fourth
Supplemental Indenture:
Section 4.01. Effect of Supplemental Indenture. Upon the execution and
--------------------------------
delivery of this Fourth Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Fourth 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
------------------------------------------
supplemented hereby and by the First and Third Supplemental Indentures, all
provisions in the Indenture shall remain in full force and effect.
Section 4.03. Indenture and Supplemental Indentures Construed Together.
--------------------------------------------------------
This Fourth 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
------------------------------------------
supplemented by the First and Third Supplemental Indentures is in all respects
confirmed and preserved.
Section 4.05 Conflict with Trust Indenture Act. If any provision of this
---------------------------------
Fourth 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 Fourth Supplemental
2
Indenture, the provision of such Act shall control. If any provision of this
Fourth 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 Fourth Supplemental Indenture, as the case may be.
Section 4.06 Separability Clause. In case any provision in this Fourth
-------------------
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
------------------------------
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
------------------
are for convenience only and shall not affect the construction hereof.
Section 4.09 Benefits of Fourth Supplemental Indenture, Etc. Nothing in
-----------------------------------------------
this Fourth 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 Fourth Supplemental Indentures, or the Notes.
Section 4.10 Successors and Assigns. All covenants and agreements in this
----------------------
Fourth 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
------------------------------------
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
--------------------------------------------------
entering into this Fourth 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 Fourth Supplemental Indenture shall 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 4.14 Counterparts. This Fourth Supplemental Indenture may be
------------
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.
3
IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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 __, 1999.
ICF XXXXXX INTERNATIONAL, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
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: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
ICF XXXXXX GOVERNMENT PROGRAMS, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
4
SYSTEMS APPLICATIONS INTERNATIONAL,
INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
EDA, INCORPORATED
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
GLOBAL TRADE & INVESTMENT, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
ICF XXXXXX EUROPE, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
5
ICF XXXXXX / XXXXXXX XXXXXX, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
ICF XXXXXX OVERSEAS ENGINEERING, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
ICF XXXXXX ENGINEERS PACIFIC, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
ICF XXXXXX ADVANCED TECHNOLOGY, INC.
By:
-----------------------------------
[Seal] Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ATTEST:
----------------------------
Assistant Secretary
6
