[FIRST UNION LETTERHEAD]
Exhibit No. 10
July 30, 1998
ICF Xxxxxx International, Inc. and
The Parties Listed on Schedule A hereto
c/o ICF Xxxxxx International, Inc.
0000 Xxx Xxxxxxx
Xxxxxxx, XX 00000
Re: Amended and Restated Credit Agreement dated December 3, 1997 (the "Credit
Agreement"), by and among (i) ICF Xxxxxx International, Inc. (the
"Borrower"); (ii) certain Subsidiaries of the Borrower listed on Schedule A
hereto (the "Subsidiary Guarantors"); (iii) First Union Commercial
Corporation (the successor in interest to CoreStates Bank, N.A. and Signet
Bank), National Bank of Canada and BankBoston, N.A. (collectively the
"Banks"); and (iv) First Union Capital Markets, a division of Wheat First
Securities, Inc., as agent (acting in such capacity as successor in
interest to CoreStates Bank, N.A., and in such capacity herein referred to
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as the "Agent")
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To the Parties Addressed:
The Agent and Xxxxx have recently been advised that the Borrower and/or
certain of the Guarantor Subsidiaries are experiencing significant cost overruns
on certain projects (the "Overrun Projects"), and that as a consequence of such
overruns, the Borrower is not in compliance with certain financial covenants set
forth in the Credit Agreement. A condition precedent to additional advances
pursuant to the Credit Agreement is that the Borrower is in compliance with all
terms and provisions thereof, and the Borrower has requested the Agent and Xxxxx
to amend and/or waive certain provisions of the Credit Agreement so that the
Borrower will be in compliance therewith. The Banks are considering such
request, and in connection therewith the Agent has requested the Borrower to
provide to the Banks certain financial and other information regarding the cost
overruns and other business operations of the Borrower and its Subsidiaries.
The Banks are willing to continue to advance funds pursuant to the Credit
Agreement while they are considering the Borrower's request, provided that the
Borrower and Subsidiary Guarantors execute this letter to acknowledge, agree,
represent and warrant that (a) the Banks' further disbursement of Loan proceeds
shall be in the sole discretion of the Banks, and any such disbursement shall
not constitute a waiver of any rights and remedies available to the Banks or
Agent pursuant to the Loan Documents or applicable law (including, without
imitation, the right to (i) declare an Event of Default in accordance with the
terms of the Loan Documents and/or (ii) withhold further disbursements of Loan
proceeds); (b) the Borrower and Guarantors shall pay to the Agent on demand, and
shall be jointly and severally liable for the payment of, any and all costs and
expenses incurred by the Agent or any Bank in reviewing and/or evaluating the
Borrower's request, the current and projected financial position and operations
of the Borrower and/or any of the Subsidiaries, and/or the legal rights and
remedies available to the Agent and Banks, including, without limitation, all
costs, fees and expenses of (i) any and all environmental or other third party
consultants engaged to review the Overrun Projects or any other aspect of the
Borrower's or any Subsidiary's business or operations; (ii) the Agent's or any
Bank's internal auditors; and (iii) the Agent's or any Bank's counsel; (c) there
are no set-offs or defenses against any of the notes evidencing any Loan or any
other Loan Document; (d) all of the Loan documents remain unmodified and in full
force and effect, and are hereby expressly approved, ratified and confirmed; and
(e) the execution and delivery of this letter agreement by the Borrower and
Subsidiary Guarantors, and the performance by the Borrower and Subsidiary
Guarantors of their respective obligations set forth herein are within their
respective corporate powers, have been duly authorized by all necessary
corporate action, and do not require the consent or approval of any other person
or entity. All capitalized terms which are used but not defined herein shall
have the meaning attributed to such terms in the Credit Agreement.
If the foregoing correctly sets forth our understanding, please below
execute and return a copy of this letter.
Very truly yours,
First Union Capital Markets, a division of Wheat
First Securities Inc., Agent
By: /s/ Xxxxx X. Xxxxxxxx
Accepted and Agreed to: BORROWER:
ICF XXXXXX INTERNATIONAL, INC.
BY: /s/ Xxxxx X. Xxxxxxx
TITLE: Chairman and Chief Executive Officer
ACCEPTED AND AGREED TO: SUBSIDIARY GUARANTORS:
XXXXXXX INTERNATIONAL CORPORATION EXCELL DEVELOPMENT CONSTRUCTION, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx BY: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer TITLE: Assistant Treasurer
XXXXX X. XXXXXX COMPANY ICF INCORPORATED
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
ICF INFORMATION TECHNOLOGY, INC. ICF XXXXXX ENGINEERS (CALIFORNIA) CORPORATION
BY: /s/ Xxxxxxx X. X'Xxxxxx BY: /s/ Xxxxxxx X. X'Xxxxxx
TITLE: Assistant Treasurer TITLE: Assistant Treasurer
ICF KAISER ENGINEERS CORPORATION ICF XXXXXX ENGINEERS GROUP, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx BY: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer TITLE: Assistant Treasurer
ICF KAISER ENGINEERS MASSACHUSETTS, INC. ICF XXXXXX ENGINEERS, INC.
BY: /s/ Xxxxxxx X. X'Xxxxxx BY: /s/ Xxxxxxx X. X'Xxxxxx
TITLE: Assistant Treasurer TITLE: Assistant Treasurer
ICF XXXXXX GOVERNMENT PROGRAMS, INC. ICF XXXXXX HOLDINGS UNLIMITED, INC.
BY: /s/ Xxxxxxx X. X'Xxxxxx BY: /s/ Xxxxxxx X. X'Xxxxxx
TITLE: Assistant Treasurer TITLE: Assistant Treasurer
ICF RESOURCES INCORPORATED ICF XXXXXX XXXXXXX COMPANY
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
CYGNA GROUP, INC ICF LEASING CORPORATION, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
KE SERVICES CORPORATION XX XXXXXXXXX, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
KAISER ENGINEERS AND CONSTRUCTORS, INC. KAISER ENGINEERS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
SYSTEMS APPLICATIONS INTERNATIONAL, INC. TUDOR ENGINEERING COMPANY
By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer
ICF KAISER NETHERLANDS B.V. CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT,
INC.
By its Managing Directors:
ICF Xxxxxx Holdings Unlimited, Inc. By: /s/ Xxxxxxx X. X'Xxxxxx
Represented by: Xxxxxxx X. Xxxxxxx Title: Assistant Treasurer
President
Signature: /s/ Xxxxxxx X. Xxxxxxx
ICF Kaiser Engineers Eastern Europe, Inc. ICF KAISER/ XXXXXXX XXXXXX, INC.
Represented by: Xxxx Xxxxx, II
Director & Secretary
By: /s/ Xxxxxxx X. X'Xxxxxx
Signature: /s/ Xxxx Xxxxx, II Title: Assistant Treasurer
GLOBAL TRADE & INVESTMENT, INC. ICF KAISER ENGINEERS PACIFIC, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
EDA, INCORPORATED ICF KAISER REMEDIATION COMPANY
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
ICF KAISER OVERSEAS ENGINEERING, INC. ICF KAISER EUROPE, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx By: /s/ Xxxxxxx X. X'Xxxxxx
Title: Assistant Treasurer Title: Assistant Treasurer
