Exhibit 10(tt)
October 5, 1999
Xxxxxxxxx X. Xxxx
X. Xxxx Price
000 Xxxx Xxxxx Xx.
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxxx
NorthStar Investment Management
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Xxxxx XxXxxxx
Deutsche Bank
00 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000
Agreement of Release, Consent and Waiver
----------------------------------------
We refer to the Indenture, dated as of December 23, 1996 (as
supplement and amended from time to time, the "Indenture"), by and among ICF
Xxxxxx International, Inc. (the "Company"), The Bank of New York, and each of
the following guarantors: Cygna Consulting Engineers and Project Management,
Inc.; Xxxxxx Government Programs, Inc. (formerly ICF Xxxxxx Government Programs,
Inc.); EDA, Incorporated; Global Trade & Investment, Inc.; Kaiser Europe, Inc.
(formerly ICF Kaiser Europe, Inc.); ICF Kaiser / Xxxxxxx Xxxxxx, Inc.; ICF
Kaiser Overseas Engineering, Inc.; ICF Xxxxxx Engineers Pacific, Inc.; and ICF
Kaiser Advanced Technology, Inc.. Capitalized terms used herein without
definition shall have the meanings specified in the Indenture.
This letter shall serve to evidence our understanding and agreement as
follows:
1. The undersigned Holder are the beneficial holders of $14,000,000
in aggregate principal amount of the Company's 12% Senior Notes due 2003 (the
"Notes"), and hold individually the respective principal amounts set forth
opposite their names on the signature page of this agreement.
2. Each of the undersigned Holders confirms that, when paid an
amount equal to 88% of the principal amount of the Note(s) beneficially held by
it, together with interest accrued thereon from June 30, 1999 (such amount is
set forth in the attached instruction), by wire transfer of immediately
available funds to the account(s) specified in the attached instructions, the
liabilities, obligations, and indebtedness owing by the Company to each such
Holder and
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represented by the Notes beneficially held by it will be fully paid, released
and discharged (such payment by wire transfer, the "Payment").
3. In consideration for the Payment, each of the undersigned Holders
hereby agrees that it will:
(a) irrevocably consent to the amendments set forth in the Fifth
Supplemental Indenture, substantially in the form set forth in the attached
Exhibit A to this letter;
---------
(b) irrevocably waive any and all further rights under the Indenture
and the Notes, including, without limitation, Articles 3, 4, 5 and 9 of the
Indenture, and release the Company from any and all claims related to the
Notes and the Indenture; and
(c) deliver, or cause to be delivered, to the Trustee immediately
upon receipt of the Payment the Note(s) beneficially held by it.
4. In consideration for executing this agreement of release, consent
and waiver and each Holder's agreement to deliver the Notes beneficially held by
it to the Trustee, the Company agrees to deliver the Payment to each Holder
party hereto.
5. This agreement may be executed in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This agreement shall be binding upon and
inure to the benefit of each party hereto, and each successor or assign of each
party hereto. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF THE CONFLICTS OF LAWS THEREOF.
If you are in agreement with the foregoing, please so indicate by
signing in the space provided below, whereupon this letter shall become a
binding agreement among the parties hereto.
Very truly yours,
ICF XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Senior Vice President, Treasurer and
Secretary
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Accepted, confirmed and agreed as of
the date first above written.
X. XXXX PRICE HIGH YIELD FUND, INC.* Principal Amount of Notes
Beneficially Held:
/s/ Xxxx Xxxxxxxx $ 9,100,000
-------------------------------------- -------------------
Name: Xxxx Xxxxxxxx
Title: Portfolio Manager
NORTHSTAR INVESTMENT MANAGEMENT* Principal Amount of Notes
Beneficially Held:
/s/ Xxxxxx Xxxxxxxxx $ 500,000
-------------------------------------- -------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
DEUTSCHE BANK Principal Amount of Notes
Beneficially Held:
/s/ Xxxxx XxXxxxx $ 4,000,000
-------------------------------------- -------------------
Name: Xxxxx XxXxxxx
Title: Director
PENN SERIES HIGH YIELD BOND FUND, INC.* Principal Amount of Notes
Beneficially Held:
/s/ Xxxx Xxxxxxxx $ 400,000
-------------------------------------- -------------------
Name: Xxxx Xxxxxxxx
Title: Portfolio Manager
* Additional provision applicable to agreement as signed by X.Xxxx Price, Penn
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Series High Yield bond Fund, Inc. and NorthStar Investment Management:
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Notwithstanding anything to the contrary in the agreement, the Holders and the
Company agree that should the Payment be subject to avoidance and recovery
pursuant to the provisions of title 11, United States Code (the "Avoidance
Action"), then (a) the agreement shall be deemed rescinded, and its provisions
shall be null and void; (b) all of the Holders' right in respect of the Notes
(including the right to payment of 100% of the principal amount of the Notes)
shall be reinstated; (c) the consents and waivers set forth in paragraph 3 shall
be withdrawn as if never delivered; and (d) the Company shall be liable for the
costs and expenses (including reasonable attorneys' fees) incurred by the
Holders in defending any Avoidance Action.
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[Fifth Supplemental Indenture
to be attached to letter]
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