AGREEMENT AND PLAN OF MERGER BY AND AMONG ICF CONSULTING GROUP, INC. ICF INTERNATIONAL, INC. ICF CONSULTING GROUP ACQUISITION, INC. JONES & STOKES ASSOCIATES, INC. THE OTHER PARTIES NAMED HEREIN AND JOHN W. COWDERY, AS SHAREHOLDERS REPRESENTATIVE...Merger Agreement • February 15th, 2008 • ICF International, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2008 (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 California corporation (“Merger Sub”), Jones & Stokes Associates, Inc., a California corporation (the “Company”), the Company shareholders listed on the signature pages to this Agreement under the caption “Principal Shareholders” (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”) and John W. Cowdery as Shareholders Representative. Buyer, Buyer’s Parent, Merger Sub, the Company, the Principal Shareholders and Shareholders Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SIXTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement • February 15th, 2008 • ICF International, Inc. • Services-management consulting services
THIS SIXTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of February , 2008, 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 22
