Item 1.01 Entry into a Material Definitive Agreement

On May 6, 2022, ICF International, Inc. (the "Company" or "ICF") and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly the "Borrowers"), entered into an Amended and Restated Credit Agreement (the "Restated Credit Agreement") with a group of lenders (of which PNC Bank, National Association is the Administrative Agent and PNC Capital Markets LLC, BOFA Securities, Inc., TD Securities (USA) LLC, and Wells Fargo Securities, LLC and Citizens Bank, N.A., as joint lead arrangers (the "Credit Facility"). The Restated Credit Amendment governs the Credit Facility and amends and restates in its entirety the Fifth Amended and Restated Business Loan and Security Agreement, entered into on March 3, 2020 (as amended, the "Existing Loan Agreement" and as amended and restated by the Restated Credit Agreement, the "Credit Agreement"). Capitalized terms not defined herein shall have the meaning set forth in the Credit Agreement.

The Restated Credit Agreement amends and restates the Existing Loan Agreement to include, among other things, (a) maintain the existing $600 million revolving credit facility (together and inclusive of a $75 million swingline sublimit and $100 million sublimit for letters of credit); (b) increase the existing term loan facility from $200 million to $300 million; (c) provide for a new delayed draw term loan facility of $400 million; (d) maintain the existing incremental credit facility to make, subject to approval of the lenders' making such loans, incremental term or revolving credit loan(s) in the aggregate principal amount of not more than $300 million; (f) increase the maximum Consolidated Leverage Ratio (the "Consolidated Leverage Ratio") from 4.00 to 1.00 to 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a "Material Permitted Acquisition"); (g) maintain the minimum Consolidated Interest Coverage Ratio (the Consolidated Interest Coverage Ratio") of 3.00 to 1.00; (h) increase the foreign currency debt limit in Euro and Sterling Pounds from $30 million equivalent to $200 million equivalent; (i) modify LIBOR based interest pricing conventions with SOFR based interest pricing conventions; (j) extend the maturity date of the Credit Facility until May 6, 2027; (k) incorporate various provisions and conventions encouraged by the Loan Syndication and Trade Association; and (l) modify certain definitions and certain covenants.

Under the Restated Credit Agreement, the Company has the option to borrow funds under the Credit Facility at interest rates based on both Term SOFR (1, 3, or 6-month tranches) and the Base Rate (as defined herein), at its discretion, plus their applicable margins. The Base Rate is a fluctuating rate of interest equal to the highest of (a) the Overnight Bank Funding Rate, plus 0.5%, (b) the Prime Rate (as defined under the Credit Facility) and (c) the Daily Simple SOFR rate plus 1%, all as then adjusted to include the Applicable Margin as then in affect (and as determined pursuant to the then current Consolidated Leverage Ratio).

The Credit Facility is collateralized by substantially all the assets of the Company and its material domestic subsidiaries and requires that the Company remain in compliance with certain financial and non-financial covenants including, but not limited to the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio. The Credit Facility also includes other terms and conditions, covenants and other provisions of the Restated Credit Agreement that are materially consistent with the current Credit Agreement.

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

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amended and Restated Agreement dated May 6, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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