Exhibit 4(k)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of September 15, 1999
(this "Amendment") amends that certain Rights Agreement dated as of January 13,
1992, as amended, (the "Rights Agreement"), between ICF Xxxxxx International,
Inc., a Delaware corporation (the "Company"), and the Office of the Corporate
Secretary of the Company (the "Rights Agent").
WITNESSETH:
WHEREAS, the Rights Agreement was approved and adopted by the Board of
Directors of the Company on January 13, 1992;
WHEREAS, on July 2, 1999, the Board of Directors of the Company approved
and adopted Amendment No. 1 to the Rights Agreement; and
WHEREAS, on September 15, 1999, the Board of Directors of the Company
determined to further amend certain provisions of the Rights Agreement in a
manner the Board of Directors deems necessary and desirable and which has been
determined not to adversely effect the interests of the holders of the Rights
Certificates (as defined in the Rights Agreement);
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. The definition of "Permitted Offer" in Section 1(q) of the Rights
Agreement is hereby amended to add the following new Subsection 1(q)(iii), ",
and (iii) the acquisition (whether upon initial issuance or subsequent
acquisition) of the Company's Series 5 Redeemable Convertible Preferred Stock
and Common Stock, including the Common Stock issuable upon conversion of such
preferred stock, issued in exchange for the Company's 12% Senior Subordinated
Notes due 2003", after the phrase "all outstanding Common Stock" in Subsection
1(q)(ii) so that as amended, Section 1(q) of the Rights Agreement shall be in
its entirety as follows:
(q) "Permitted Offer" shall mean (i) a tender or exchange
offer which is for all outstanding Common Stock at a price and on
terms determined, prior to the purchase of shares under such
tender or exchange offer, by at least a majority of the members
of the Board of Directors who are not officers or employees of
the Company and who are not Acquiring Persons or Affiliates,
Associates, nominees or representatives of an Acquiring Person,
to be adequate (taking into account all factors that such
directors deem relevant including, without limitation, prices
that could reasonably be achieved if the Company or its assets
were sold on an orderly basis designed to realize maximum value)
and otherwise in the best interests of the Company and its
stockholders (other than the Person or any Affiliate or Associate
thereof on whose basis the offer is being made) taking into
account all
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factors that such directors may deem relevant, (ii)
following July 31, 2000, a cash tender offer which is for all
outstanding Common Stock, and (iii) the acquisition (whether upon
initial issuance or subsequent acquisition) of the Company's
Series 5 Redeemable Convertible Preferred Stock and Common Stock,
including the Common Stock issuable upon conversion of such
preferred stock, issued in exchange for the Company's 12% Senior
Subordinated Notes due 2003.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
Attest: ICF XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
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Title: Assistant Secretary Title: President and Chief Executive
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Officer
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Attest: OFFICE OF THE CORPORATE SECRETARY
ICF XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
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Title: Assistant Secretary Title: Treasurer and Corporate Secretary
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