FIFTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security • December 7th, 2007 • ICF International, Inc. • Services-management consulting services
THIS FIFTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of December 3, 2007, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the agent for the Lenders (the “Agent”), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; (ii) CITIZENS BANK, acting in its capacity as a Lender, and each other “Lender” party to the hereinafter defined Loan Agreement (each, a “Lender” and collectively, the “Lenders”); and (iii) ICF CONSULTING GROUP, INC., a Delaware corporation (the “Primary Operating Company”), ICF INTERNATIONAL, INC., a Delaware corporation (the “Parent Company”), and each other “Borrower” party to the Loan Agreement (together with the Primary Operating Company and the Parent Company, each, a “Borrower” and collectively, the “Borrowers”), each having offices at 9300 Lee Highway, Fairfax, Virginia 2
MERGER AGREEMENT BY AND AMONG ICF INTERNATIONAL, INC. ICF CONSULTING GROUP, INC. ICF CONSULTING GROUP ACQUISITION, INC. SIMAT, HELLIESEN & EICHNER, INC. THE OTHER PARTIES NAMED HEREIN AND CLIVE MEDLAND, AS STOCKHOLDERS REPRESENTATIVE Dated as of...Merger Agreement • December 7th, 2007 • ICF International, Inc. • Services-management consulting services • Delaware
THIS MERGER AGREEMENT, dated as of November 9, 2007 (this “Agreement”), by and among ICF Consulting Group, Inc., a Delaware corporation (“Buyer”), ICF International, Inc., a Delaware corporation (“Buyer’s Parent”), ICF Consulting Group Acquisition, Inc., a Delaware corporation (“Merger Sub”), Simat, Helliesen & Eichner, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on the signature pages to this Agreement under the caption “Principal Stockholders” (each, a “Principal Stockholder” and collectively, the “Principal Stockholders”) and Clive Medland as Stockholders Representative. Buyer, Buyer’s Parent, Merger Sub, the Company, the Principal Stockholders and Stockholders Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
