-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SE4oVGCO/o8JdnG7KzpdikmlZdDSckqKZQL8rh3cH8KfFpc3c1AO2NcrU2g2/nJP 5kYWoFj8Xdv10IKh/0rWBg== 0001181431-06-054885.txt : 20060927 0001181431-06-054885.hdr.sgml : 20060927 20060927154520 ACCESSION NUMBER: 0001181431-06-054885 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20060927 FILED AS OF DATE: 20060927 DATE AS OF CHANGE: 20060927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ICF International, Inc. CENTRAL INDEX KEY: 0001362004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 223661438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9300 LEE HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: (703) 934-3000 MAIL ADDRESS: STREET 1: 9300 LEE HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CMLS GP, L.P. CENTRAL INDEX KEY: 0001376661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111207 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CM Equity Partners II Co-Investors, L.P. CENTRAL INDEX KEY: 0001376425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111208 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CMEP Co-Investment ICF, L.P. CENTRAL INDEX KEY: 0001376427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111210 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CM Equity Partners, L.P. CENTRAL INDEX KEY: 0001376428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111211 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CMLS General Partner, LLC CENTRAL INDEX KEY: 0001376660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111214 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CM Equity Partners II, L.P. CENTRAL INDEX KEY: 0001376426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111209 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LPE II Co-Investors, LLC CENTRAL INDEX KEY: 0001376659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111206 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8400 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACKS JOEL R CENTRAL INDEX KEY: 0001339486 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111212 BUSINESS ADDRESS: BUSINESS PHONE: 646-403-9765 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE 33RD FLOOR STREET 2: FEDERAL SERVICES ACQUISITION CORPORATION CITY: NEW YORK STATE: NY ZIP: 10022-4775 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHULTE PETER M CENTRAL INDEX KEY: 0001339483 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33045 FILM NUMBER: 061111213 BUSINESS ADDRESS: BUSINESS PHONE: 646-403-9765 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE 33RD FLOOR STREET 2: FEDERAL SERVICES ACQUISITION CORPORATION CITY: NEW YORK STATE: NY ZIP: 10022-4775 3 1 rrd131482.xml FORM 3 X0202 3 2006-09-27 0 0001362004 ICF International, Inc. ICFI 0001339483 SCHULTE PETER M 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 1 0 1 0 0001339486 JACKS JOEL R 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 1 0 1 0 0001376428 CM Equity Partners, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 1 1 Member of Group 10% Owner 0001376427 CMEP Co-Investment ICF, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 1 1 Member of Group 10% Owner 0001376426 CM Equity Partners II, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 1 1 Member of Group 10% Owner 0001376425 CM Equity Partners II Co-Investors, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 0 1 Member of Group 10% Owner 0001376661 CMLS GP, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 1 1 Member of Group 10% Owner 0001376660 CMLS General Partner, LLC 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 1 1 Member of Group 10% Owner 0001376659 LPE II Co-Investors, LLC 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 0 0 0 1 Member of Group 10% Owner Common Stock 3000000 D Common Stock 3563693 D Common Stock 1524446 D Common Stock 143593 D Common Stock 8088139 I See Footnote Common Stock 143593 I See Footnote Common Stock 8231732 I See Footnote Common Stock 8231732 I See Footnote These shares are owned directly by CM Equity Partners, L.P. These shares are owned directly by CMEP Co-Investment ICF, L.P. These shares are owned directly by CM Equity Partners II, L.P. These shares are owned directly by CM Equity Partners II Co-Investors, L.P. CMLS General Partner, LLC is the general partner of CMLS GP, L.P., which is the general partner of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P. and CM Equity Partners II, L.P. LPE II Co-Investors, LLC is the general partner of CM Equity Partners II Co-Investors, L.P. Directors Peter M. Schulte and Joel R. Jacks are the managing members of CMLS General Partner, LLC and LPE II Co-Investors, LLC. Messrs. Schulte and Jacks disclaim beneficial ownership of the shares of the Issuer's common stock owned by each of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P., CM Equity Partners II, L.P. and CM Equity Partners II Co-Investors, L.P. except to the extent of their respective pecuniary interests therein. /s/ James J. Maiwurm, Attorney-in-Fact for Peter M. Schulte 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for Joel R. Jacks 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners, L.P. 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CMEP Co-Investment ICF, L.P. 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II, L.P. 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II Co-Investors, L.P. 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CMLS GP, L.P. 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for CMLS General Partner, LLC 2006-09-27 /s/ James J. Maiwurm, Attorney-in-Fact for LPE II Co-Investors, LLC 2006-09-27 EX-99.1 2 rrd115292_129585.htm EXHIBIT 24 rrd115292_129585.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 21st day of September, 2006.

                                        /s/ Peter M. Schulte
                                        ----------------------------------------
                                        Signature

                                        Peter M. Schulte
                                        ----------------------------------------
                                        Print Name
EX-99.2 3 rrd115292_129586.htm EXHIBIT 24 rrd115292_129586.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 21st day of September, 2006.

                                        /s/ Joel Jacks
                                        ----------------------------------------
                                        Signature

                                        Joel Jacks
                                        ----------------------------------------
                                        Print Name
EX-99.3 4 rrd115292_129587.htm EXHIBIT 24 rrd115292_129587.html 
                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CM EQUITY PARTNERS, L.P.
                                        By: CMLS GP, L.P.
                                            its general partner

                                        By: CMLS General Partner, LLC,
                                            its general partner

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
EX-99.4 5 rrd115292_129588.htm EXHIBIT 24 rrd115292_129588.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CMEP CO-INVESTMENT ICF, L.P.
                                        By: CMLS GP, L.P.
                                            its general partner

                                        By: CMLS General Partner, LLC,
                                            its general partner

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
EX-99.5 6 rrd115292_129594.htm EXHIBIT 24 rrd115292_129594.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CM EQUITY PARTNERS II, L.P.
                                        By: CMLS GP, L.P.
                                            its general partner

                                        By: CMLS General Partner, LLC,
                                            its general partner

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
EX-99.6 7 rrd115292_129595.htm EXHIBIT 24 rrd115292_129595.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CM EQUITY PARTNERS II Co-Investors, L.P.
                                        By: LPE II Co-Investors, LLC
                                            its general partner

                                        By:/s/ Peter M. Schulte
                                           -------------------------------------
                                           Peter M. Schulte, Managing Member
EX-99.7 8 rrd115292_129596.htm EXHIBIT 24 rrd115292_129596.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CMLS GP, L.P.

                                        By: CMLS General Partner, LLC,
                                            its general partner

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
EX-99.8 9 rrd115292_129597.htm EXHIBIT 24 rrd115292_129597.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        CMLS General Partner, LLC

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
EX-99.9 10 rrd115292_129598.htm EXHIBIT 24 rrd115292_129598.html 

                                                                      Exhibit 24

                            ICF INTERNATIONAL, INC.
                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Sudhakar Kesavan, Alan Stewart, Terrance
McGovern and James Maiwurm, each acting individually, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:

        (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges or
automated trading systems, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

        (2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

        (3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

        The undersigned acknowledges that:

        (1)     this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

        (2)     any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

        (3)     neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

        (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of September, 2006.

                                        LPE II Co-Investors, LLC

                                        By: /s/ Peter M. Schulte
                                            ------------------------------------
                                            Peter M. Schulte, Managing Member
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