WITNESSETH ----------

Exhibit No. 10(a)(3)

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of June 13, 1997
(this "Amendment"), is entered into by and among ICF XXXXXX INTERNATIONAL, INC.
("Borrower"), a Delaware corporation, each of its subsidiaries signatories
hereto (each a "Subsidiary Guarantor" and collectively the "Subsidiary
Guarantors"), the banking institutions signatories hereto (each, a "Bank" and
collectively, the "Banks") and CORESTATES BANK, N.A., as agent for the Banks
under this Agreement (in such capacity, the "Agent").

WITNESSETH
----------

WHEREAS, Borrower, each Subsidiary Guarantor, the Banks and the Agent are
parties to a Credit Agreement, dated as of May 6, 1996, as amended by the First
Amendment dated as of December 17, 1996, and the Second Amendment dated as of
May 5, 1997 (the "Credit Agreement"), whereby the Banks have agreed to provide a
revolving credit facility for loans and for letters of credit;

WHEREAS, the Borrower and the Subsidiary Guarantors have requested, and
the Banks and the Agent have agreed, to amend the Credit Agreement in certain
respects, as provided herein.

NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, the parties hereto agree as follows:

1. Amendment to Credit Agreement

a. The following definitions are hereby added to Section 1.1:

"Hunters Branch Investment" shall mean the Investment by the
Borrower or any Subsidiary in the buildings and associated land at 9300
and/or 0000 Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxx.

"ICF Xxxxxx Hunters Branch" shall mean ICF Xxxxxx Hunters Branch,
Inc., an entity (however denominated) organized under the laws of the
State of Delaware, created in order to own the Hunters Branch Investment.

b. Section 7.6 is hereby amended by the addition of the following new
subsection (h) at the end of such Section:

(h) Borrower or any Subsidiary may make and own the Hunters Branch
Investment, provided that the cash amount of such Hunters Branch
Investment at the closing thereon (excluding transaction costs) shall be
limited to a maximum of $1,500,000, which amount (when used) shall be
deducted from the $5,000,000 aggregate Acquisitions limit set forth in
subsection (d) of this Section 7.6; provided, further, that the Borrower
-----------------
or any Subsidiary may, but is not required to, capitalize any and all
transaction costs related to the Hunters branch Investment without
deducting such capitalized costs from the afore-mentioned Acquisitions
limit; and provided, further, that ICF Xxxxxx Hunters Branch may make
-----------------
such additional Hunters Branch Investments as are set forth below without
deducting any such Investments from the afore-mentioned Acquisitions
limit:

$600,000 in each of years 1997, 1998, and 1999; and

$700,000 in each of years 2000, 2001, 2002, 2003, 2004, and 2005.

2. Conditions Precedent. The Amendment to the Credit Agreement contained in
---------------------
Section 1 hereof shall be effective upon satisfaction of the following
conditions precedent.

(a) Evidence of Authorization. The Banks shall have received copies
certified by the Secretary or Assistant Secretary of Borrower and each
Subsidiary Guarantor of all corporate or other action taken by such party to
authorize its execution and delivery and performance of this Amendment, the
Second Amendment to the Security Agreement, and the Loan Documents as amended
hereby, together with such other related papers as the Banks shall reasonably
require;

(b) Documents. The Agent shall have received all certificates,
instruments and other documents then required to be delivered pursuant to any
Loan Documents, in each instance in form and substance reasonably satisfactory
to the Agent and the Banks;

(c) Other Agreements. Borrower and each Subsidiary Guarantor shall have
executed and delivered each other Loan Document required hereunder;

3. Representations and Warranties.
-------------------------------

(a) The Borrower confirms the accuracy of the representations and
warranties made in Article 3 of the Credit Agreement as of the date originally
given and restates to the Banks such representations and warranties, as
previously amended, on and as of the date hereof as if originally given on such
date.

(b) The Borrower confirms that as of the date of this Third Amendment,
there has been no litigation, administrative proceeding, investigation, business
development, or change in financial condition which could reasonably be expected
to have a material adverse effect on the business, operations, assets or
condition (financial or otherwise) of the Borrower or its Subsidiaries taken as
a whole.

4. Covenants.
----------

(a) The Borrower warrants to the Banks that the Borrower is in
compliance and have complied with all covenants, agreements and conditions in
each Loan Document on and as of the date hereof, that no Potential Default or
Event of Default has occurred and is continuing on the date hereof and that,
upon the consummation of the transactions contemplated hereby, no Potential
Default or Event of Default shall have occurred and be continuing.

(b) The Borrowers shall provide to the Agent and its representatives all
requested access and assistance as shall be reasonably necessary for such due
diligence review as the Agent shall determine is necessary or advisable,
including without limitation a collateral audit.

5. Effect of Agreement.
--------------------

This Agreement amends the Loan Documents only to the extent and in the
manner herein set forth, and in all other respects the Loan Documents are
ratified and confirmed.

6. Counterparts.
-------------

This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures hereto were
upon the same instrument.

7. Governing Law.
--------------

This Agreement and all rights and obligations of the parties hereunder
shall be governed by and be construed and enforced in accordance with the laws
of Pennsylvania without regard to principles of conflict of law.

IN WITNESS WHEREOF, Borrower and the Banks have caused this Agreement to
be executed by their proper corporate officers thereunto duly authorized as of
the day and year first above written.

CORESTATES BANK, N.A. ICF XXXXXX INTERNATIONAL, INC.

By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- ----------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Executive Vice President

BHF-BANK AKTIENGESELLSCHAFT SIGNET BANK

By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxxxxxx
-------------------------------- ----------------------------
Name: Xxxxx Xxxx Name: Xxxxx Xxxxxxxx
Title: Vice President Title: Vice President

By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President

The Subsidiary Guarantors:

XXXXXXX INTERNATIONAL CYGNA GROUP, INC. XXXXX X. XXXXXX COMPANY
CORPORATION.

By:/s/ Xxxxxxx X. X'Xxxxxx By:/s/ Xxxxxxx X. X'Xxxxxx By:/s/ Xxxxxxx X. X'Xxxxxx
----------------------- ----------------------- -----------------------
Name: Xxxxxxx X. X'Xxxxxx Name: Xxxxxxx X. X'Xxxxxx Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer Title: Assistant Treasurer

EXCELL DEVELOPMENT ICF INFORMATION ICF INCORPORATED
CONSTRUCTION, INC. TECHNOLOGY, INC.

ICF XXXXXX ENGINEERS ICF XXXXXX ENGINEERS ICF XXXXXX ENGINEERS
CORPORATION (CALIFORNIA) MASSACHUSETTS, INC.
CORPORATION

ICF XXXXXX ENGINEERS ICF XXXXXX GOVERNMENT ICF XXXXXX ENGINEERS,
GROUP, INC. PROGRAMS, INC. INC.

ICF XXXXXX HOLDINGS ICF XXXXXX XXXXXXX ICF RESOURCES
UNLIMITED, INC. COMPANY INCORPORATED

By:/s/ Xxxxxxx X. X'Xxxxxx By:/s/ Xxxx Xxxxx, II By:/s/ Xxxxxxx X. X'Xxxxxx
----------------------- ----------------------- -----------------------
Name: Xxxxxxx X. X'Xxxxxx Name: Xxxx Xxxxx, II Name: Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Secretary Title: Assistant Treasurer

ICF LEASING KE SERVICES XX XXXXXXXXX, INC.
CORPORATION, INC. CORPORATION

XXXXXX ENGINEERS AND XXXXXX ENGINEERS CYGNA CONSULTING
CONSTRUCTORS, INC. INTERNATIONAL, INC. ENGINEERS & PROJECT
MANAGEMENT, INC.

TUDOR ENGINEERING PCI OPERATING COMPANY, SYSTEMS APPLICATIONS
COMPANY INC. INTERNATIONAL, INC.

Document Metadata

Table of Contents

WITNESSETH ----------

Document Metadata