-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnBr0TM8l7Ru9p+Lb6ZeM9tUgCBJaZtaGoQ9LpJiQxTE2IkRYnzcr/0UYrmWhBic jL27ACxhMAcrX6XOAI2mVQ== 0000928385-99-003031.txt : 19991018 0000928385-99-003031.hdr.sgml : 19991018 ACCESSION NUMBER: 0000928385-99-003031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991011 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12248 FILM NUMBER: 99726248 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 1999 _______________ ICF INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware File No. 1-12248 54-1437073 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 9300 Lee Highway Fairfax, Virginia 22031-1207 (Address of principal executive offices, including zip code) 703-934-3600 (Registrant's telephone number, including area code) Item 5. Other Events ------ ------------ On September 15, 1999, ICF Kaiser International, Inc. amended its Rights Agreement dated January 13, 1992 that governs its Shareholder Rights Plan. The amendment is attached as Exhibit 4(k). On October 6, 1999, ICF Kaiser International, Inc. (the "Company") purchased $14,000,000 of outstanding notes from holders of its $15,000,000 12% Senior Notes due 2003, Series B (the "Notes"). The Notes were issued pursuant to an indenture, dated as of December 23, 1996 (as supplemented and amended, the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). The Company purchased the Notes at 88% of par value plus accrued interest from June 30, 1999. Pursuant to an agreement between the Noteholders and the Company, the form of which is attached as Exhibit 10(tt), the holders of the purchased Notes consented to amending the Indenture through a Fifth Supplemental Indenture. The Fifth Supplemental Indenture removes substantially all of the financial and other restrictive covenants and most events of default contained in the Indenture and is attached as Exhibit 4(d)(5). Item 7. Financial Statements and Exhibits. (c) Exhibits. -------- 4(d)(5) Fifth Supplemental Indenture, dated as of October 5, 1999. 4(k) Amendment No. 2 to Rights Agreement 10(tt) Form of Agreement of Release, Consent and Waiver, dated October 5, 1999, between the Company and T. Rowe Price, Penn Series High Yield Bond Fund, NorthStar Investment Management, and Deutsche Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. ICF KAISER INTERNATIONAL, INC. (Registrant) /s/ Timothy P. O'Connor ---------------------------------- Timothy P. O'Connor Executive Vice President, Chief Financial Officer and Chief Administrative Officer Date: October 11, 1999 EX-4.(D)(5) 2 EXHIBIT 4(D)(5) Exhibit 4(d)(5) ================================================================================ ICF KAISER INTERNATIONAL, INC., Issuer and CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC., Guarantor KAISER GOVERNMENT PROGRAMS, INC., Guarantor EDA, INCORPORATED, Guarantor GLOBAL TRADE & INVESTMENT, INC., Guarantor KAISER EUROPE, INC., Guarantor ICF KAISER / GEORGIA WILSON, INC., Guarantor ICF KAISER OVERSEAS ENGINEERING, INC., Guarantor ICF KAISER ENGINEERS PACIFIC, INC., Guarantor ICF KAISER ADVANCED TECHNOLOGY, INC., Guarantor to THE BANK OF NEW YORK, Trustee _______________ Fifth Supplemental Indenture Dated as of October 5, 1999 to Indenture dated as of December 23, 1996 _______________ $15,000,000 12% Senior Notes due 2003, Series A and 12% Senior Notes due 2003, Series B ================================================================================ This FIFTH SUPPLEMENTAL INDENTURE, dated as of October 5, 1999, is entered into by and among ICF Kaiser International, Inc., a Delaware corporation (the "Company"), The Bank of New York, a New York banking corporation (the "Trustee"), and each of the following guarantors: Cygna Consulting Engineers and Project Management, Inc., a Delaware corporation; Kaiser Government Programs, Inc., a Delaware corporation formerly named ICF Kaiser Government Programs, Inc.; EDA, Incorporated, a Maryland corporation; Global Trade & Investment, Inc., a Delaware corporation; Kaiser Europe, Inc., a Delaware corporation formerly named ICF Kaiser Europe, Inc.; ICF Kaiser / Georgia Wilson, Inc., a Delaware corporation; ICF Kaiser Overseas Engineering, Inc., a Delaware corporation; ICF Kaiser Engineers Pacific, Inc., a Delaware corporation; and ICF Kaiser Advanced Technology, Inc., an Idaho corporation (collectively, the "Guarantors"). WITNESSETH: WHEREAS, the Company and the Trustee are parties to an Indenture dated as of December 23, 1996 (the "Indenture"), relating to the Company's $15,000,000 12% Senior Notes due 2003, Series A and 12% Senior Notes due 2003, Series B (collectively, the "Notes"); WHEREAS, the Company desires to purchase all of the outstanding Notes for cash, in an aggregate amount not to exceed $13,200,000, plus accrued interest from June 30, 1999, and, in connection therewith, obtain consents to the adoption of amendments to the Indenture, as further described herein; WHEREAS, Section 10.02 of the Indenture provides that the Company and the Trustee may amend the Indenture or the Notes with the written consent (including consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the then outstanding Notes (the "Requisite Holders"); WHEREAS, Section 10.02 of the Indenture further provides that the Company, when authorized by a resolution of its Board of Directors, and the Trustee may amend or supplement the Indenture and the Notes with the written consent of the Requisite Holders; WHEREAS, the Company has obtained the written consents of the Requisite Holders to the amendments set forth below and written waivers from such consenting Holders to the application of certain covenants and other provisions contained in the Indenture; WHEREAS, in accordance with Section 10.02 of the Indenture, the Board of Directors of the Company has authorized the execution and delivery of this Fifth Supplemental Indenture and the Company has filed with the Trustee evidence of the consent of the Holders; and WHEREAS, the Company, the Guarantors, and the Trustee desire to enter into, execute and deliver this Fifth Supplemental Indenture in compliance with the provisions of the Indenture; 1 NOW, THEREFORE, in consideration of the premises and of the 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 Guarantors, and the Trustee, as follows: ARTICLE 1 AMENDMENTS TO INDENTURE Section 1.01 Amendment of Article 5. Effective on the date hereof, ---------------------- Article 5 is hereby amended by: (a) deleting Sections 5.04 ("Limitations on Additional Indebtedness"), 5.05 ("Limitations on Subsidiary Debt and Preferred Stock"), 5.06 ("Limitations on Restricted Payments"), 5.07 ("Limitations on Restrictions on Distributions from Subsidiaries"), 5.08 ("Limitations on Transactions With Affiliates"), 5.10 ("Restrictions on Sale of Stock of Subsidiaries"), 5.11 ("Limitations on Guarantees"), 5.13 ("Corporate Existence"), 5.14 ("Stay, Extension and Usury Laws"), 5.15 ("Insurance; Books and Records; Compliance with Law"), and 5.16 ("Inspection and Confidentiality"), in their entirety without substitution therefor; (b) renumbering Section 5.09 ("Limitations on Asset Sales") to be Section 5.04, Section 5.12 ("SEC Reports") to be Section 5.05, and Section 5.17 ("Compliance Certificates") to be Section 5.06; (c) inserting in paragraph (b) of Section 5.04 (as renumbered in accordance with Section 1.01(b) above) the words "Section 5.04 of" between the word "and" and the words "this Indenture (an 'Asset Sale Offer')"; (d) deleting the references to Section 5.09 in the four places where they appear in paragraph (c) of Section 5.04 (as renumbered) and inserting in lieu thereof references to Section 5.04; (e) inserting a new paragraph (d) at the end of Section 5.04 to read as follows: "(d) Notwithstanding any provision contained in this Indenture, the purchase of the Notes and consents to the amendments set forth in the Fifth Supplemental Indenture to the Indenture, shall be expressly permitted under this Indenture and shall not be deemed to constitute a breach, violation or other contravention of any provision contained in this Indenture." (f) deleting the text of Section 5.05 (as renumbered) in its entirety and inserting in lieu thereof the following text: "The Company shall comply with the provisions of TIA section 314(a)."; 2 (g) deleting the reference to Section 5.12 in paragraph (b) of Section 5.06 (as renumbered in accordance with Section 1.01(b) above) and inserting in lieu thereof a reference to Section 5.05; and (h) in accordance with the deletion of Section 5.11 pursuant to paragraph (a) above, (i) releasing the Guarantors, without further action of, or execution and delivery of any further documents or instruments by the Company, the Guarantors or the Trustee, from the Guarantees to which each such Guarantor is (as applicable) party; and (ii) deleting from the defined terms "Guarantee" and "Guarantor" the text following the words "shall mean" and inserting in lieu thereof the text "[intentionally deleted]". Section 1.02 Amendment of Article 6. Effective on the date hereof, ---------------------- Article 6 is hereby amended by: (a) deleting Section 6.01 and renumbering Section 6.02 to be Section 6.01; and (b) deleting the phrase "in accordance with Section 6.01" in Section 6.01(a) (as renumbered in accordance with the immediately preceding Section 1.02(a) above). Section 1.03 Amendment of Article 7. Effective on the date hereof, ---------------------- Article 7 is hereby amended by deleting the text of clause numbers (3) through (8), inclusive, of Section 7.01 and inserting in lieu thereof for each such deleted clause the following text: "[Intentionally deleted]". ARTICLE 2 MISCELLANEOUS Section 2.01 Effect of Supplemental Indenture. On the date hereof, -------------------------------- the Indenture shall be supplemented in accordance herewith, and this Fifth 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 2.02 Indenture Remains in Full Force and Effect. Except as ------------------------------------------ supplemented hereby and by the First through Fourth Supplemental Indentures, all provisions in the Indenture shall remain in full force and effect. Section 2.03 Indenture and Supplemental Indentures Construed ----------------------------------------------- Together. All provisions of this Fifth Supplemental Indenture shall be deemed to be incorporated in, and made a 3 part of, the Indenture; and the Indenture, as supplemented and amended by this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Section 2.04 Confirmation and Preservation of Indenture. The ------------------------------------------ Indenture, as supplemented and amended by the First through Fifth Supplemental Indentures, is in all respects confirmed and preserved. Section 2.05 Conflict with Trust Indenture Act. If any provision of --------------------------------- this Fifth 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 Fifth Supplemental Indenture, the provision of such Act shall control. If any provision of this Fifth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provisions of such Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Fifth Supplemental Indenture, as the case may be. Section 2.06 Separability Clause. In case any provision in this ------------------- Fifth 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 2.07 Terms Defined in the Indenture. All capitalized terms ------------------------------ not otherwise defined herein (including capitalized terms used in the Recitals hereto) shall have the meanings ascribed to them in the Indenture. Section 2.08 Effect of Headings. The Article and Section headings in ------------------ this Fifth Supplemental Indenture are for convenience only and shall not affect the construction hereof. Section 2.09 Benefits of Fifth Supplemental Indenture. Nothing in ---------------------------------------- this Fifth 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, any benefit of any legal or equitable right, remedy, or claim under the Indenture, the First through Fifth Supplemental Indentures, or the Notes. Section 2.10 Successors and Assigns. All covenants and agreements in ---------------------- this Fifth Supplemental Indenture by the Company and the Guarantors shall bind their successors and assigns, whether so expressed or not. Section 2.11 Trustee Not Responsible for Recitals. The recitals ------------------------------------ contained herein shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. Section 2.12 Certain Duties and Responsibilities of the Trustee. In -------------------------------------------------- entering into this Fifth 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. 4 Section 2.13 GOVERNING LAW. THIS FIFTH 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 2.14 Counterparts. This Fifth Supplemental Indenture may be ------------ executed in any number of 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. [Remainder of page intentionally blank.] 5 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the day and year first above written. ICF KAISER INTERNATIONAL, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Executive Vice President and Chief Financial Officer THE BANK OF NEW YORK, as Trustee By: /s/ Mary Lewicki -------------------------------------- Name: Mary Lewicki Title: Assistant Vice President CYGNA CONSULTING ENGINEERS AND PROJECT MANAGEMENT, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer KAISER GOVERNMENT PROGRAMS, INC. (formerly ICF Kaiser Government Programs, Inc.) By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer EDA, INCORPORATED By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer 6 GLOBAL TRADE & INVESTMENT, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer KAISER EUROPE, INC. (formerly ICF Kaiser Europe, Inc.) By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer ICF KAISER / GEORGIA WILSON, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer ICF KAISER OVERSEAS ENGINEERING, INC. By: /s/ Timothy P. O'Connor ------------------------------------- Name: Timothy P. O'Connor Title: Treasurer ICF KAISER ENGINEERS PACIFIC, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer ICF KAISER ADVANCED TECHNOLOGY, INC. By: /s/ Timothy P. O'Connor -------------------------------------- Name: Timothy P. O'Connor Title: Treasurer 7 EX-4.(K) 3 EXHIBIT 4(K) Exhibit 4(k) AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- 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 Kaiser 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 1 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 KAISER INTERNATIONAL, INC. By: /s/ Sandra D. Little By: /s/ James J. Maiwurm ------------------------- --------------------------------------- Name: Sandra D. Little Name: James J. Maiwurm --------------------- --------------------------------- Title: Assistant Secretary Title: President and Chief Executive --------------------- --------------------------------- Officer ------- Attest: OFFICE OF THE CORPORATE SECRETARY ICF KAISER INTERNATIONAL, INC. By: /s/ Sandra D. Little By: /s/ Shaun M. Martin -------------------------- --------------------------------------- Name: Sandra D. Little Name: Shaun M. Martin -------------------- ---------------------------------- Title: Assistant Secretary Title: Treasurer and Corporate Secretary ------------------- --------------------------------- 2 EX-10.(TT) 4 EXHIBIT 10 (TT) Exhibit 10(tt) October 5, 1999 Nathaniel S. Levy T. Rowe Price 100 East Pratt St. Baltimore, Maryland 21202 John Campos NorthStar Investment Management 300 First Stamford Place Stamford, Connecticut 06902 Brian McGrath Deutsche Bank 31 West 52/nd/ Street New York, NY 10019 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 Kaiser International, Inc. (the "Company"), The Bank of New York, and each of the following guarantors: Cygna Consulting Engineers and Project Management, Inc.; Kaiser Government Programs, Inc. (formerly ICF Kaiser Government Programs, Inc.); EDA, Incorporated; Global Trade & Investment, Inc.; Kaiser Europe, Inc. (formerly ICF Kaiser Europe, Inc.); ICF Kaiser / Georgia Wilson, Inc.; ICF Kaiser Overseas Engineering, Inc.; ICF Kaiser 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 1 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 KAISER INTERNATIONAL, INC. By: /s/ Shaun M. Martin ----------------------------------- Shaun M. Martin Senior Vice President, Treasurer and Secretary 2 Accepted, confirmed and agreed as of the date first above written. T. ROWE PRICE HIGH YIELD FUND, INC.* Principal Amount of Notes Beneficially Held: /s/ Mark Vaselkiv $ 9,100,000 - -------------------------------------- ------------------- Name: Mark Vaselkiv Title: Portfolio Manager NORTHSTAR INVESTMENT MANAGEMENT* Principal Amount of Notes Beneficially Held: /s/ Robert Claiborne $ 500,000 - -------------------------------------- ------------------- Name: Robert Claiborne Title: Vice President DEUTSCHE BANK Principal Amount of Notes Beneficially Held: /s/ Brian McGrath $ 4,000,000 - -------------------------------------- ------------------- Name: Brian McGrath Title: Director PENN SERIES HIGH YIELD BOND FUND, INC.* Principal Amount of Notes Beneficially Held: /s/ Mark Vaselkiv $ 400,000 - -------------------------------------- ------------------- Name: Mark Vaselkiv Title: Portfolio Manager * Additional provision applicable to agreement as signed by T.Rowe Price, Penn ---------------------------------------------------------------------------- Series High Yield bond Fund, Inc. and NorthStar Investment Management: --------------------------------------------------------------------- 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. 3 [Fifth Supplemental Indenture to be attached to letter] 4 -----END PRIVACY-ENHANCED MESSAGE-----