FIRST MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement and Other Loan Documents • March 2nd, 2012 • ICF International, Inc. • Services-management consulting services
THIS FIRST MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of March 31, 2009, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the administrative agent for the Lenders (the “Administrative Agent”), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; and (ii) ICF CONSULTING GROUP, INC., a Delaware corporation (“ICFG”), ICF INTERNATIONAL, INC., a Delaware corporation (“ICF International”), and each other “Borrower” party to the hereinafter referenced Loan Agreement from time to time (together with ICFG and ICF International, each, a “Borrower” and collectively, the “Borrowers”), each having offices at 9300 Lee Highway, Fairfax, Virginia 22031. Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Loan Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 2nd, 2012 • ICF International, Inc. • Services-management consulting services • Virginia
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 12th day of December, 2011, by and among ICF Consulting Group, Inc., a Delaware corporation (“Purchaser”), Scott K. Walker (“Walker”), William F. Loving (“Loving”), Thomas K. Luck, as Trustee of the John D. Whitlock 2010 Irrevocable Trust (“Whitlock”), and Hot Technology Holdings, L.L.C., a Virginia limited liability company (“HTH”) (Walker, Loving, Whitlock and HTH each, individually, an “Initial Member” and, collectively, the “Initial Members”).
