ICF International, Inc. (NASDAQ:ICFI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement

On May 17, 2017, ICF International, Inc. (the Company or ICF) and
ICF Consulting Group, Inc., its direct, wholly-owned subsidiary
(collectively, the Borrowers), entered into the Fifth Amended and
Restated Business Loan and Security Agreement with a group of
lenders for which PNC Bank, National Association (PNC), acted as
Administrative Agent and PNC Capital Markets LLC, Citizens Bank,
N.A. and Wells Fargo Securities, LLC, acted in the capacity of
joint lead arrangers (the Loan Agreement). The Loan Agreement
governs ICFs senior credit facility and it amends and restates
the previous Fourth Amended and Restated Business Loan and
Security Agreement, entered into on May 16, 2014 (the Fourth
Amendment). Capitalized terms not defined herein shall have the
meaning set forth in the Loan Agreement.

Below is a summary of the material differences between the Loan
Agreement and the Fourth Amendment. All other material terms of
the Loan Agreement remain the same as previously disclosed in
connection with the Fourth Amendment.

The Loan Agreement provides for a revolving line of credit of up
to $600 million (an increase of $100 million from the Fourth
Amendment) with additional revolving credit commitments of up to
$300 million (an increase of $200 million from the Fourth
Amendment) and a sub-limit of $50 million for Swing Line Loans
(an increase from $25 million from the Fourth Amendment). In
addition, the letters of credit sub-limit has been increased in
the Loan Agreement from $30 million to $60 million. The Loan
Agreement has a term of five (5) years from the closing date, at
which time all outstanding borrowings must be repaid and all
outstanding letters of credit must have been terminated or cash
collateralized.

The Loan Agreement maintains its first priority perfected
security interest in sixty-five percent (65%) of the stock of all
Material Foreign Subsidiaries. The Loan Agreement removed the
joinder requirement for certain ICF subsidiaries and instead
requires Material Domestic Subsidiaries to execute a Guaranty
Agreement and serve as Guarantor under the terms of the Loan
Agreement.

Various limitations within the Loan Agreement were revised,
including the following: (1) stock repurchase limitations were
eliminated to permit repurchases provided the Companys Leverage
Ratio, prior to and after giving effect to such repurchase, is
not greater than 3.25 to 1.00; (2) the bid bonds and performance
bonds basket with respect to the failure of a Borrower, Guarantor
or Non-Obligor Affiliate to complete a contractual obligation
incurred in the ordinary course of business increased from $15
million in the aggregate to $20 million in the aggregate; (3) the
$50 million cap on other unsecured indebtedness has been narrowed
to apply only to Non-Obligor Affiliates with ICF Entities (other
than Non-Obligor Affiliates) free to incur other unsecured
Indebtedness so long as (i) the Companys Leverage Ratio, prior to
and after giving effect to such indebtedness, is not greater than
3.25 to 1.00, (ii) the unsecured indebtedness is not on terms
more restrictive than the Loan Agreement and (iii) the unsecured
indebtedness has a maturity date at least 91 days after the
Maturity Date of the Loan Agreement; (4) a limit on indebtedness
of Foreign Subsidiaries with respect to the factoring of its
receivables of $50 million; and (5) investments in non-ICF
entities was limited to $50 million in the aggregate. In
addition, certain monetary thresholds related to Events of
Default were increased, including: (1) if any ICF entity shall
fail to pay any judgement in excess of $20 million (from $5
million); (2) if the assets or property of any ICF Entity are
levied upon, attached, or subject to any enforcement proceeding
involving in excess of $10 million (from $2 million) and is not
fully bonded or stayed; and (3) if any obligations of one or more
ICF Entities for the payment of borrowed money which involves
amounts, individually or in the aggregate, in excess of $20
million (from $2 million) becomes or is declared to be due and
payable prior to its maturity.

The description of the Loan Agreement is qualified in its
entirety by the full text of the Loan Agreement attached as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

See the description of Item1.01 above, which is incorporated
herein by reference.

Item 8.01Other Events

On May 18, 2017, the Company issued a press release announcing
the execution of the Loan Agreement. A copy of the release is
attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

About ICF International, Inc. (NASDAQ:ICFI)

ICF International, Inc., formerly ICF Consulting Group Holdings, LLC, provides professional services and technology-based solutions to government and commercial clients, including management, technology and policy consulting and implementation services. It operates through professional services for government and commercial clients segment. Its services address over four markets: energy, environment and infrastructure; health, education and social programs; safety and security, and consumer and financial. Its services include research and analytic services, assessment and advisory services, design and management services, solution identification and implementation services, and engagement services. It researches policy, industry and stakeholder issues, trends and behavior. It collects and analyzes various data to understand issues and options for its clients. It designs, develops and manages plans, frameworks, programs and tools for its clients’ mission or business performance.

ICF International, Inc. (NASDAQ:ICFI) Recent Trading Information

ICF International, Inc. (NASDAQ:ICFI) closed its last trading session up +0.10 at 46.60 with 87,453 shares trading hands.