Exhibit 10.17
Second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 6, 2023 (the “Effective Date”), and is made by and among ICF INTERNATIONAL, INC., a Delaware corporation (“ICF”), ICF CONSULTING GROUP, INC., a Delaware corporation (“Consulting”; and together with ICF, the “Borrowers”), the GUARANTORS (as defined in the Credit Agreement (as hereinafter defined)), the LENDERS (as defined in the Credit Agreement (as hereinafter defined)), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Guarantors party thereto, the Lenders party thereto, and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of May 6, 2022, as supplemented by that certain Guaranty Joinder of SemanticBits, LLC, dated as of September 22, 2022 and as amended by that certain Waiver, Acknowledgement, and First Amendment to Amended and Restated Credit Agreement and Other Loan Documents, dated as of May 17, 2023 (as so supplemented and amended and as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which to which the Administrative Agent and the Lenders have provided (a) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $600,000,000, (ii) a $300,000,000 term loan facility, and (iii) a $400,000,000 delayed draw term loan facility; and
WHEREAS, the Loan Parties have requested that the Lenders (i) amend the definition of “Delayed Draw Term Loan Availability Period”, (ii) amend Section 3.5 of the Credit Agreement, and (iii) make certain other amendments and modifications to the Credit Agreement as more fully set forth herein, and the Lenders are willing to do so upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
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The Credit Agreement definition of “Delayed Draw Term Loan Availability Period” is hereby deleted in its entirety and replaced with the following language:
“Delayed Draw Term Loan Availability Period” means the period beginning on the Closing Date and ending on the earlier of (i) the drawing of all Delayed Draw Term Loans pursuant to Section 3.3 [Delayed Draw Term Loan Commitments] and (ii) January 5, 2024.
Section 3.5 [Delayed Draw Term Loan Fee] of the Credit Agreement is hereby deleted in its entirety and replaced with the following language:
3.5 Delayed Draw Term Loan Fee. The Borrowers agree to pay to the Administrative Agent for the account of each Delayed Draw Term Loan Lender, on each Payment Date during the Delayed Draw Term Loan Availability Period, on November 6, 2023, and on the date on which the Delayed Draw Term Loan Commitments shall be permanently reduced or terminated as provided herein, a commitment fee (the “Delayed Draw Term Loan Fee”) at a rate per annum equal to the Commitment Fee rate in effect immediately following the Closing Date pursuant to the definition of Applicable Margin, on the daily amount of such Delayed Draw Term Loan Lender’s unused Delayed Draw Term Loan Commitments; provided, however, that any Delayed Draw Term Loan Fee accrued with respect to a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Delayed Draw Term Loan Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no Delayed Draw Term Loan Fee shall accrue with respect to the Delayed Draw Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Delayed Draw Term Loan Fees shall be computed on the basis of a 365 day (or 366 day, as applicable) year for the actual number of days elapsed and shall be paid in Dollars. The Delayed Draw Term Loan Fees due to each Delayed Draw Term Loan Lender shall commence to accrue on the Closing Date, and shall cease to accrue on the last day of the Delayed Draw Term Loan Availability Period. The Administrative Agent shall distribute the applicable Delayed Draw Term Loan Fees among the Delayed Draw Term Loan Lenders pro rata in accordance with their respective Ratable Shares of the total Delayed Draw Term Loan Commitments of all Delayed Draw Term Loan Lenders.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
ATTEST: BORROWERS
ICF INTERNATIONAL, INC.
By: /s/ James Daniel By: /s/ John Wasson
Name: James Daniel Name: John Wasson
Title: President and Chief Executive Officer
ICF CONSULTING GROUP, INC.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
Signature Page to Second Amendment
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GUARANTORS
ICF RESOURCES, L.L.C.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
ICF INCORPORATED, L.L.C.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
ICF JONES & STOKES, INC.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
ICF MACRO, INC.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
ICF NEXT, INC.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
INCENTIVE TECHNOLOGY GROUP, LLC
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
CREATIVE SYSTEMS AND CONSULTING L.L.C.
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
Signature Page to Second Amendment
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SEMANTICBITS, LLC
By: /s/ James Daniel By: /s/ Barry Broadus
Name: James Daniel Name: Barry Broadus
Title: Chief Financial Officer
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PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By: /s/ Eric H. Williams
Name: Eric H. Williams
Title: Senior Vice President
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BANK OF AMERICA, N.A.
By: /s/ Ena Ukachi
Name: Ena Ukachi
Title: Senior Vice President
Signature Page to Second Amendment
TD BANK, N.A.
By: /s/ Bernadette Collins
Name: Bernadette Collins
Title: Senior Vice President
Signature Page to Second Amendment
WELLS FARGO BANK, N.A.
By: /s/ Tim Favinger
Name: Tim Favinger
Title: Director
Signature Page to Second Amendment
CITIZENS BANK, N.A.
By: /s/ Peggy Sanders
Name: Peggy Sanders
Title: Sr. Vice President
Signature Page to Second Amendment
TRUIST BANK
By: /s/ Anika Kirs
Name: Anika Kirs
Title: Director
Signature Page to Second Amendment
JPMORGAN CHASE BANK, N.A.
By: /s/ Michael Mastronikolas
Name: Michael Mastronikolas
Title: Vice President
Signature Page to Second Amendment
MUFG BANK, LTD.
By: /s/ Richard Ferrara
Name: Richard Ferrara
Title: Vice President
Signature Page to Second Amendment
HSBC BANK USA, N.A.
By: /s/ Alyssa V. Champion
Name: Alyssa V. Champion
Title: Senior Vice President
Signature Page to Second Amendment
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kelsey Hehman
Name: Kelsey Hehman
Title: Vice President
Signature Page to Second Amendment
UNITED BANK
By: /s/ Larkin Wilsom
Name: Larkin Wilson
Title: Vice President
Signature Page to Second Amendment
FIRST NATIONAL BANK OF PENNSYLVANIA
By: /s/ Douglas T. Brown
Name: Douglas T. Brown
Title: SVP
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ATLANTIC UNION BANK
By: /s/ Matthew Sawyer
Name: Matthew Sawyer
Title: Managing Director
Signature Page to Second Amendment