Exhibit 10.1
  
 
 SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
    AMERESCO, INC.,
  THE GUARANTORS PARTY HERETO,
 THE LENDERS FROM TIME TO TIME PARTY HERETO,
  BANK OF AMERICA, N.A.,




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Table of Contents
 PageARTICLE 1 Definitions
    
    
    11.1 Defined Terms
    
    
    11.2 Classification of Loans and Borrowings
    
    
    231.3 Terms Generally
    
    
    231.4 Accounting Terms; GAAP
    
    
    231.5 Joint and Several Obligations; Designated Financial Officers
    
    
    231.6 Letter of Credit Amounts
    
    
    24ARTICLE 2 The Credits
    
    
    242.1 Revolving Loans
    
    
    242.2 Term Loan
    
    
    262.3 LIBOR Borrowings
    
    
    272.4 Letters of Credit
    
    
    292.5 Loans and Borrowings; Funding of Borrowings
    
    
    342.6 Swing Line Loans
    
    
    362.7 Expiration, Termination or Reduction of Commitments
    
    
    392.8 Payments Generally; Pro Rata Treatment; Sharing of Set-Offs;
Collection
    
    
    392.9 Prepayment of Loans
    
    
    412.10 Fees
    
    
    442.11 Increased Costs
    
    
    442.12 Taxes
    
    
    462.13 Mitigation Obligations; Replacement of Lenders
    
    
    492.14 Increase in Commitments
    
    
    492.15 Cash Collateral
    
    
    502.16 Defaulting Lender
    
    
    51ARTICLE 3 Guarantee by Guarantors
    
    
    533.1 The Guarantee
    
    
    533.2 Obligations Unconditional
    
    
    533.3 Reinstatement
    
    
    543.4 Subrogation
    
    
    543.5 Remedies
    
    
    543.6 Instrument for the Payment of Money
    
    
    543.7 Continuing Guarantee
    
    
    543.8 General Limitation on Amount of Obligations Guaranteed
    
    
    54ARTICLE 4 The Collateral
    
    
    554.1 Grant of Security Interest
    
    
    554.2 Special Warranties and Covenants of the Credit Parties
    
    
    564.3 Fixtures, etc
    
    
    594.4 Right of Agent to Dispose of Collateral, etc
    
    
    594.5 Right of Agent to Use and Operate Collateral, etc
    
    
    60
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Table of Contents
 Page4.6 Proceeds of Collateral
    
    
    60ARTICLE 5 Representations and Warranties
    
    
    605.1 Organization; Powers
    
    
    615.2 Authorization; Enforceability
    
    
    615.3 Governmental Approvals; No Conflicts
    
    
    615.4 Financial Condition; No Material Adverse Change
    
    
    615.5 Properties
    
    
    625.6 Litigation and Environmental Matters
    
    
    635.7 Compliance with Laws and Agreements
    
    
    635.8 Investment and Holding Company Status
    
    
    635.9 Taxes
    
    
    635.10 ERISA
    
    
    645.11 Disclosure
    
    
    645.12 Capitalization
    
    
    645.13 Subsidiaries
    
    
    645.14 Material Indebtedness, Liens and Agreements
    
    
    655.15 Federal Reserve Regulations
    
    
    655.16 Solvency
    
    
    655.17 Force Majeure
    
    
    665.18 Accounts Receivable
    
    
    665.19 Labor and Employment Matters
    
    
    675.20 Bank Accounts
    
    
    675.21 Matters Relating to the Special Purpose Subsidiaries
    
    
    675.22 Matters Relating to Inactive Subsidiaries
    
    
    685.23 OFAC
    
    
    685.24 Patriot Act
    
    
    68ARTICLE 6 Conditions
    
    
    686.1 Effective Time
    
    
    686.2 Each Extension of Credit
    
    
    70ARTICLE 7 Affirmative Covenants
    
    
    717.1 Financial Statements and Other Information
    
    
    717.2 Notices of Material Events
    
    
    737.3 Existence; Conduct of Business
    
    
    737.4 Payment of Obligations
    
    
    737.5 Maintenance of Properties; Insurance
    
    
    747.6 Books and Records; Inspection Rights
    
    
    747.7 Fiscal Year
    
    
    747.8 Compliance with Laws
    
    
    747.9 Use of Proceeds
    
    
    75
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Table of Contents
 Page7.10 Certain Obligations Respecting Subsidiaries; Additional Guarantors
    
    
    757.11 ERISA
    
    
    757.12 Environmental Matters; Reporting
    
    
    757.13 Matters Relating to Additional Real Property Collateral
    
    
    76ARTICLE 8 Negative Covenants
    
    
    768.1 Indebtedness
    
    
    768.2 Liens
    
    
    778.3 Contingent Liabilities
    
    
    788.4 Fundamental Changes; Asset Sales
    
    
    798.5 Investments; Hedging Agreements
    
    
    828.6 Restricted Junior Payments
    
    
    828.7 Transactions with Affiliates
    
    
    838.8 Restrictive Agreements
    
    
    838.9 Sale-Leaseback Transactions
    
    
    848.10 Certain Financial Covenants
    
    
    848.11 Lines of Business
    
    
    848.12 Other Indebtedness
    
    
    848.13 Modifications of Certain Documents
    
    
    848.14 Transactions with Foreign Subsidiaries, Special Purpose Subsidiaries
and Inactive Subsidiaries
    
    
    84ARTICLE 9 Events of Default
    
    
    859.1 Events of Default
    
    
    859.2 Rights and Remedies Upon any Event of Default
    
    
    879.3 Application of Funds
    
    
    87ARTICLE 10 The Agent
    
    
    8810.1 Appointment and Authorization
    
    
    8810.2 Agents Rights as Lender
    
    
    8810.3 Duties As Expressly Stated
    
    
    8910.4 Reliance By Agent
    
    
    8910.5 Action Through Sub-Agents
    
    
    9010.6 Resignation of Agent and Appointment of Successor Agent
    
    
    9010.7 Lenders Independent Decisions
    
    
    9010.8 Indemnification
    
    
    9110.9 No Other Duties, Etc
    
    
    9110.10 Agent May File Proofs of Claim
    
    
    9110.11 Guaranty Matters
    
    
    9210.12 Collateral Matters
    
    
    92ARTICLE 11 Miscellaneous
    
    
    9311.1 Notices
    
    
    93
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Table of Contents
 Page11.2 Waivers; Amendments
    
    
    9611.3 Expenses; Indemnity: Damage Waiver
    
    
    9811.4 Successors and Assigns
    
    
    9911.5 Survival
    
    
    10311.6 Counterparts; Integration; References to Agreement; Effectiveness
    
    
    10311.7 Severability
    
    
    10311.8 Right of Setoff
    
    
    10311.9 Subordination by Credit Parties
    
    
    10411.10 Governing Law; Jurisdiction; Consent to Service of Process
    
    
    10411.11 WAIVER OF JURY TRIAL
    
    
    10511.12 Headings
    
    
    10511.13 Release of Collateral and Guarantees
    
    
    10511.14 Confidentiality
    
    
    10511.15 Payments Set Aside
    
    
    10611.16 No Advisory or Fiduciary Responsibility
    
    
    10611.17 Electronic Execution of Assignments and Certain Other Documents
    
    
    10711.18 USA Patriot Act Notice
    
    
    107
 -iv-




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Schedule 1.1
    
    Material Owned PropertiesSchedule 1.5
    
    Designated Financial OfficersSchedule 2.1
    
    Lenders and CommitmentsSchedule 2.4
    
    Existing Letters of CreditSchedule 4.2
    
    Websites and Domain NamesSchedule 4.3
    
    FixturesSchedule 5.3
    
    Governmental Approvals; No ConflictsSchedule 5.4
    
    Financial Condition; No Material Adverse ChangesSchedule 5.5
    
    Properties; Proprietary Rights; Real Property AssetsSchedule 5.6
    
    Litigation and Environmental MattersSchedule 5.7
    
    Compliance with Laws and AgreementsSchedule 5.9
    
    TaxesSchedule 5.10
    
    Pension PlansSchedule 5.13
    
    SubsidiariesSchedule 5.14
    
    Material Indebtedness, Liens and AgreementsSchedule 5.19
    
    Labor and Employment MattersSchedule 5.20
    
    Bank AccountsSchedule 8.1
    
    Existing IndebtednessSchedule 8.5
    
    Existing InvestmentsSchedule 8.7
    
    Transactions with AffiliatesSchedule 8.8
    
    Restrictive AgreementsExhibit A-1
    
    Form of Revolving Credit NoteExhibit A-2
    
    Form of Term NoteExhibit A-3
    
    Form of Swing Line NoteExhibit B-1
    
    Form of Loan NoticeExhibit B-2
    
    Form of Swing Line Loan NoticeExhibit C
    
    Form of Perfection CertificateExhibit D
    
    Form of Compliance CertificateExhibit E
    
    Form of Second Amended and Restated Pledge AgreementExhibit F
    
    Form of Opinion of Counsel to the BorrowerExhibit G
    
    Form of Solvency CertificateExhibit H
    
    Form of Assignment and Assumption
 -v-




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SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
 Agreement
 Prior Credit Agreement
  ARTICLE 1
 Definitions
 Defined Terms
 Additional Mortgage
 Additional Mortgaged Property
 Administrative Questionnaire
 Affiliate provided
 Agent
 Aggregate Deficiency
 Ameresco Canada
 Ameresco Evansville
 Ameresco Huntington Beach




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Ameresco Solar Newburyport
 Applicable Margin Applicable Unused Fee Rate
 Applicable Margin Base
    
    
    (% per annum)
    
    
    Applicable Unused Fee RateClass of Loans
    
    Rate Loans
    
    
    LIBOR Loans
    
    
    (% per annum)Revolving Loan
    
    
    0.25
    %
    
    
    1.75
    %
    
    
    0.375
    %Term Loan
    
    
    0.25
    %
    
    
    1.75
    %
    
    Not Applicable
 Applicable Percentage
 Applicable Recipient
 Assignee Group
 Assignment and Assumption Exhibit H
 Bank of America
 Bank Product Obligations
 2




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Base Rate
 Board
 Borrower
 Borrowing
 Business Day provided Business Day
 Canadian Subsidiaries
 Capital Expenditures provided
 Capital Lease Obligations
 Cash Collateralize Cash Collateral
 Cash Flow minus
 3




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Casualty Event
 Change in Law
 Change of Control option right %
 Class
 Code
 Collateral
 4




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Collateral Documents
 Commitments
 Competitor
 Compliance Certificate Exhibit D
 Construction Completion and Cost Overrun Guaranty
 Control Controlling Controlled
 Control Agreement
 Controlled Account
 Copyrights Schedule 5.5
 5




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Core Ameresco Companies
 Core Domestic Ameresco Companies
 Credit Parties
 Debt Service plus
 Debtor Relief Laws
 Default
 Defaulting Lender
 Designated Financial Officer Schedule 1.5
 Disclosed Matters Schedule 5.6
 6




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Disposition
 EBITDA plus provided , provided , minus
 Effective Time
 Eligible Assignee
 Energy Conservation Financing Collateral
 Energy Conservation Projects
 7




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Energy Conservation Project Financing
 Energy Conservation Project Financing Agent
 Environmental Laws
 Environmental Liability
 Equity Rights
 ERISA
 ERISA Affiliate
 ERISA Event
 8




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Eurodollar Rate
 Eurodollar Rate
    
    =
    
    Eurodollar Base Rate

1.00  Eurodollar Reserve Percentage
  Eurodollar Base Rate BBA LIBOR Eurodollar Base Rate
 Eurodollar Reserve Percentage
 Event of Default
 Excluded Taxes
 Existing Debt
 9




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Schedule 8.1
 Existing Letters of Credit
 FAC Regulations
 FCPA
 Federal Funds Effective Rate
 Fee Letter
 First Priority
 Foreign Lender
 Foreign Office
 Foreign Subsidiaries
 Fronting Exposure
 Funding Subsidiaries
 10




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GAAP
 Governmental Authority
 Guarantee Guarantee Guaranteed
 Guarantors
 Guaranty
 Hawaii Joint Venture
 Hawaii Project
 Hazardous Materials
 Hedging Agreement
 Inactive Subsidiaries Schedule 5.13
 11




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Indebtedness
 Indemnified Taxes
 ISP
 Issuer Documents
 Intercompany Indebtedness
 Interest Election Request
 Interest Expense plus minus plus
 Interest Period provided
 12




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Investment Investments
 IP Collateral
 Issuer Documents
 Issuing Lender
 Landlords Waiver and Consent
 Laws
 LC Advance
 13




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LC Application
 LC Borrowing
 LC Credit Extension
 LC Commitment Amount
 LC Deficiency Amount
 LC Disbursement
 LC Expiration Date
 LC Obligations plus
 Leasehold Property
 Lenders Schedule 2.1
 Letter of Credit
 Letter of Credit Fees
 LIBOR
 Lien
 14




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Loan Documents
 Loan Notice Exhibit B-1
 Loans
 Material Adverse Effect
 Material Canadian Subsidiary
 Material Indebtedness
 Material Leasehold Property
 Material Owned Property Schedule 1.1
 Material Rental Obligations
 Mortgage
 Multiemployer Plan
 Net Cash Payments
 15




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;
   Non-Core Energy Project
 Non-Core Energy Project
 Non-Core Energy Subsidiary
 Obligations
 OFAC Regulations
 16




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Other Taxes provided
 Outstanding Amount
 Patents Schedule 5.5
 Patriot Act
 Payment Amount
 Pension Plan
 Permitted Acquisitions
 Permitted Investments
    17




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Permitted Liens
 Person
 Plan
 Platform
 Pledge Agreement Exhibit E
 Post-Default Rate plus plus
 Prior Credit Agreement
 Property
 Proprietary Rights
 PTO
 Quarterly Date
 Real Property Asset
 Refunded Swing Line Loans
 Register
 18




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Registered Proprietary Rights
 Reimbursement Obligation
 Related Parties
 Renewable Energy Project
 Renewable Energy Project Guaranty provided , ,
 Renewable Energy Project Guaranty Liability
 Renewable Energy Subsidiaries Schedule 5.13
 Required Lenders provided
 Restatement Date
 19




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Restricted Junior Payment
 Restrictive Agreements
 Revolving Credit Availability Period
 Revolving Credit Commitment Schedule 2.1
 Revolving Credit Exposure
 Revolving Credit Lender Schedule 2.1
 Revolving Loan
  Revolving Credit Notes Exhibit A-1
 SEC
 20




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Settlement Date
 Settlement Loan
 SL Deficiency Amount
 Special Counsel
 Special Guarantors
 Special Purpose Subsidiaries
 Subordinated Debt Documents
 Subordinated Indebtedness
 Subsidiary parent Subsidiaries
 Swing Line Loan
 Swing Line Loan Notice Exhibit B-2
 Swing Line Commitment
 Swing Line Lender
 Swing Line Note Exhibit
A-3
 21




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Taxes
 Term Loan
 Term Loan Commitment Schedule
2.1
 Term Loan Lender Schedule 2.1
 Term Loan Maturity Date
 Term Loan Notes Exhibit
A-2
 Total Funded Debt
 Total Voting Power
 Trademarks Schedule 5.5
 Type
 UCC
 Unreimbursed Amount
 22




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U.S. Dollars $
 Wholly Owned Subsidiary
 Withdrawal Liability
 Classification of Loans and Borrowings e.g. e.g. e.g.
 Terms Generally
 Accounting Terms; GAAP provided
 23




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Joint and Several Obligations; Designated Financial Officers
  Schedule 1.5 Schedule 1.5
 Letter of Credit Amounts
 ARTICLE 2
 The Credits
 Revolving Loans
 Revolving Credit Commitments
 Limit on Revolving Loans
 Funding of Revolving Loans
 24




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Exhibit B-1
 Interest on Revolving Loans
 Repayment of Revolving Loans
 Loan Accounts
 25




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##### 



Revolving Credit Notes
 Term Loan
 Funding of the Term Loan
 Interest on the Term Loan
 Repayment of Term Loan
 26




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Loan Accounts
 Term Note
 LIBOR Borrowings
 General
 Interest on LIBOR Borrowings
 27




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Procedure for Requesting LIBOR Borrowings and Conversions Exhibit B-1
 Incomplete Interest Election Requests
 Limit on LIBOR Borrowings
 Alternate Rate of Interest
 28




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Break Funding Payments
 Letters of Credit
 General Schedule 2.4 Existing Letters of Credit
 Procedures for Issuance, Amendment and Extension of Letters of Credit
  29




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Auto-Extension Letter of Credit Non-Extension Notice Date
 30




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Drawings and Reimbursements; Funding of Participations
 Honor
Date Reimbursement Obligation Unreimbursed
Amount
     31




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Repayment of Participations
   Obligations Absolute
 32




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Role of Issuing Lender
 33




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Cash Collateral provided
 Applicability of ISP
 Confirmation of Existing Letters of Credit Issued Under Prior Credit Agreement
 Loans and Borrowings; Funding of Borrowings
 Loans and Borrowings
 Funding of Borrowings
 34




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Funding
 Funding by Lenders; Presumption by Agent
 Payments by Borrower; Presumptions by Agent
  Failure to Satisfy Conditions Precedent
 35




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Obligations of Lenders Several
 Funding Source
 Swing Line Loans
 The Swing Line Loan ,
 Requests for Swing Line Loans
 Exhibit B-2
 36




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Interest on Swing Line Loans
 Refundings of Swing Line Loans; Participations in Swing Line Loans
 Refunded Swing Line Loans
   37




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Refunding or Participation Amounts
  ,
 38




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Expiration, Termination or Reduction of Commitments
 Expiration of Revolving Credit Commitments
 Reduction of Revolving Credit Commitments
 Optional Termination of Commitments
 Payments Generally; Pro Rata Treatment; Sharing of Set-Offs; Collection
 Payments Generally
 39




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Application of Payments
 Pro Rata Treatment LC Deficiency Amount SL Deficiency Amount Payment Amount Aggregate
Deficiency
 40




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Prepayment of Loans
 Optional Prepayments of Loans
 Mandatory Prepayments
 Incurrence of Debt
 Sale of Assets
 41




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Reinvestment Date
 minus plus minus
 provided
 Proceeds of Casualty Events
 42




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Application
      Notification of Certain Prepayments
 Prepayments Accompanied by Interest
 43




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Fees
 Unused Fee
 Letter of Credit Fees
   provided
   Increased Costs
 Increased Costs Generally
 44




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Capital Requirements
 Certificates for Reimbursement
 Delay in Requests provided
 45




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Taxes
 Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes
   Payment of Other Taxes by the Borrower
 Tax Indemnifications
  46




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Evidence of Payments
 Status of Lenders; Tax Documentation
   47




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Treatment of Certain Refunds
 48




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provided
 Mitigation Obligations; Replacement of Lenders
 Designation of a Different Lending Office
 Replacement of Lenders
 Increase in Commitments
 Request for Increase
 49




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Lender Elections to Increase
 Notification by Agent; Additional Lenders
 Effective Date and Allocations Increase Effective
 Conditions to Effectiveness of Increase
 Conflicting Provisions
 Cash Collateral
 Certain Credit Support Events
 50




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##### 



Grant of Security Interest
 Application
 Release provided
 Defaulting Lender
 Adjustments
 Waivers and Amendments
 Reallocation of Payments first second
 51




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##### 



third fourth fifth sixth seventh eighth provided
 Certain Fees
 Reallocation of Applicable Percentages to Reduce Fronting Exposure Applicable Percentage provided minus
 Defaulting Lender Cure
 52




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ARTICLE 3
 Guarantee by Guarantors
 The Guarantee
 Obligations Unconditional
      53




---



##### 



Reinstatement
 Subrogation
 Remedies
 Instrument for the Payment of Money
 Continuing Guarantee
 General Limitation on Amount of Obligations Guaranteed
 54




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ARTICLE 4
 The Collateral
 Grant of Security Interest. Collateral
          55




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##### 



provided
 Special Warranties and Covenants of the Credit Parties
 Exhibit C
  56




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Section 7.5
     57




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Schedule 4.2
  Schedule
4.2
   58




---



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Exhibit C
  Fixtures, etc. Schedule 4.3
 Right of Agent to Dispose of Collateral, etc.
 59




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Right of Agent to Use and Operate Collateral, etc.
 Proceeds of Collateral
 ARTICLE 5
 Representations and Warranties
  Organization; Powers
 Authorization; Enforceability
 60




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Governmental Approvals; No Conflicts Schedule 5.3
 Financial Condition; No Material Adverse Change
   Schedule 5.4
  Schedule 5.4 pro forma
 61




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Schedule 5.4
 Schedule 5.4
 Properties
  Schedule 5.5 Proprietary Rights
 Schedule 5.5 Registered Proprietary Rights
 Schedule 5.5 Schedule 5.5
 Litigation and Environmental Matters
  62




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##### 



Schedule 5.6
 Schedule 5.6
  Compliance with Laws and Agreements Schedule 5.7
 Investment and Holding Company Status
 Taxes Schedule 5.9
 ERISA Schedule 5.10
 Disclosure
 63




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Schedule 5.12
 Capitalization Schedule 5.13 Schedule 5.13 Schedule 5.13
 Subsidiaries
 Schedule 5.13 Schedule 5.13 Schedule 5.13
 Schedule 8.8 Restrictive Agreements
 64




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Material Indebtedness, Liens and Agreements
 Schedule 5.14 Schedule 5.14
 Schedule 5.14 Schedule 5.14
 Schedule 5.14
 Schedule 5.14
 Federal Reserve Regulations
 Solvency
    Force Majeure
 65




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Accounts Receivable
        Labor and Employment Matters
 Schedule 5.19
 66




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Schedule 5.19
 Schedule 5.19
 Bank Accounts Schedule 5.20
 Matters Relating to the Special Purpose Subsidiaries.
 Matters Relating to Inactive Subsidiaries.
 OFAC. OFAC Regulations
 Patriot Act. FAC
Regulations
 67




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FCPA
 ARTICLE 6
 Conditions
 Effective Time
 Counterparts of Agreement
 Notes
 Organizational Structure Schedules 5.12 5.13
 Existence and Good Standing
 Security Interests in Personal and Mixed Property
 Evidence of Insurance
 68




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Necessary Governmental Permits, Licenses and Authorizations and Consents; Etc Schedule 5.14
 Existing Debt; Liens
 Financial Statements; Projections
 Solvency Certificate Exhibit G
 Financial Officer Certificate
 No Material Adverse Change
 Opinion of Counsel to Credit Parties Exhibit F
 Fees and Expenses
 69




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##### 



Other Documents
  Each Extension of Credit
 Representations and Warranties
 No Defaults
 ARTICLE 7
 Affirmative Covenants
  Financial Statements and Other Information
   70




---



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71




---



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Borrower Materials Platform Public Lender
 Notices of Material Events
   72




---



##### 



Existence; Conduct of Business provided
 Payment of Obligations
 Maintenance of Properties; Insurance
 Books and Records; Inspection Rights provided
 73




---



##### 



provided further provided
 Fiscal Year
 Compliance with Laws
 Use of Proceeds
 Certain Obligations Respecting Subsidiaries; Additional Guarantors
   74




---



##### 



ERISA
 Environmental Matters; Reporting
 Matters Relating to Additional Real Property Collateral
 Additional Mortgages
   75




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ARTICLE 8
 Negative Covenants
  Indebtedness
  Schedule 8.1
     Schedule
8.1
     76




---



##### 



Liens Permitted Liens
  Schedule 8.1
       77




---



##### 



Contingent Liabilities
  Schedule 8.1
         78




---



##### 



Fundamental Changes; Asset Sales
  provided
      79




---



##### 



Permitted
Acquisitions
         80




---



##### 



pro forma
   Investments; Hedging Agreements
     Schedule
8.5
   81




---



##### 



Restricted Junior Payments provided provided
 Transactions with Affiliates provided
  Schedule 8.7
  82




---



##### 



Restrictive Agreements provided Schedule 8.8 provided
 Sale-Leaseback Transactions
 Certain Financial Covenants
 Minimum EBITDA
 Total Funded Debt to EBITDA Ratio
 Debt Service Coverage Ratio
 Lines of Business
 83




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##### 



Other Indebtedness
 Modifications of Certain Documents
 Transactions with Foreign Subsidiaries, Special Purpose Subsidiaries and Inactive
Subsidiaries
 ARTICLE 9
 Events of Default
 Events of Default Event of Default
    84




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85




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##### 



Rights and Remedies Upon any Event of Default.
 Application of Funds
 86




---



##### 



First
 Second Second
 Third Third
 Fourth Fourth
 Fifth
 Last
 Fifth
 ARTICLE 10
 The Agent
 Appointment and Authorization
   87




---



##### 



Agents Rights as Lender
 Duties As Expressly Stated
 88




---



##### 



Reliance By Agent
 Action Through Sub-Agents
 Resignation of Agent and Appointment of Successor Agent
  89




---



##### 



Lenders Independent Decisions
 Indemnification
 No Other Duties, Etc.
 Agent May File Proofs of Claim.
 90




---



##### 



Guaranty Matters
 Collateral Matters
   91




---



##### 



92




---



##### 



ARTICLE 11
 Miscellaneous
 Notices
 Notices, Generally
    
  
 93




---



##### 



Electronic Communications
 94




---



##### 



The Platform Agent Parties
 Change of Address, Etc
 Reliance by Agent, Issuing Lender and Lenders
 Waivers; Amendments
  95




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##### 



96




---



##### 



provided further
 Expenses; Indemnity: Damage Waiver
  Indemnitee
 97




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##### 



Successors and Assigns
 Successors and Assigns, Generally
 98




---



##### 



Assignments by Lenders
 Minimum Amounts
   Proportionate Amounts
 Required Consents
  99




---



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Assignment and Assumption
  Certain Additional Payments
  100




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Register Register .
 Participations Participant
 Limitations upon Participant Rights
 Certain Pledges
 Resignation as Issuing Lender or Swing Line Lender
 101




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Survival
 Counterparts; Integration; References to Agreement; Effectiveness
 102




---



##### 



Severability
 Right of Setoff provided
 Subordination by Credit Parties Intercompany
Indebtedness provided
 103




---



##### 



Governing Law; Jurisdiction; Consent to Service of Process
     WAIVER OF JURY TRIAL
 Headings
 Release of Collateral and Guarantees
 104




---



##### 



Confidentiality provided
 Payments Set Aside
 No Advisory or Fiduciary Responsibility
 105




---



##### 



Electronic Execution of Assignments and Certain Other Documents
 USA Patriot Act Notice. Patriot Act
  106




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##### 



BORROWER
AMERESCO, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerGUARANTORS
AMERESCO ENERTECH, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerE.THREE CUSTOM ENERGY SOLUTIONS, LLCBy:
    Sierra Energy Company, its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCOSOLUTIONS, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO PLANERGY HOUSING, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Treasurer




---



##### 



SOLUTIONS HOLDINGS, LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO FEDERAL SOLUTIONS, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerSIERRA ENERGY COMPANYBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO SELECT, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO HAWAII LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial Officer




---



##### 



AMERESCO SOLAR  SOLUTIONS, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO SOLAR  PRODUCTS LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR  TECHNOLOGIES LLC
By Ameresco Solar LLC, its sole memberBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO WOODLAND MEADOWS ROMULUS LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial Officer




---



##### 



AMERESCO QUANTUM, INC.By:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO EVANSVILLE LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR NEWBURYPORT LLCBy:
    Ameresco, Inc., its sole memberBy:
    /s/ Andrew B. SpenceName:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial Officer




---



##### 



AGENT
BANK OF AMERICA, N.A.,
as Administrative AgentBy:
    /s/ Anne M. ZeschkeName:
    Anne M. ZeschkeTitle:
    Vice PresidentLENDER
BANK OF AMERICA, N.A.,
as Lender, Issuing Lender, and Swing Line LenderBy:
    /s/ John F. LynchName:
    John F. LynchTitle:
    Senior Vice PresidentLENDER
WEBSTER BANK, N.A.By:
    /s/ Ann MeadeName:
    Ann MeadeTitle:
    Senior Vice President




---



##### 



Material Owned Properties




---



##### 



Designated Financial Officers




---



##### 



Lenders and Commitments
 Revolving Credit Commitment
 Lender
    
    Commitment
    
    

Applicable
percentageBank of America, N.A.
    
    $
    45,000,000
    
    
    
    75.000000000
    %Webster Bank, N.A.
    
    $
    15,000,000
    
    
    
    25.000000000
    %Total Revolving Credit
Commitments:
    
    $
    60,000,000
    
    
    
    100
    %
 Term Loan Commitment
 Lender
    
    Commitment
    
    

Applicable percentageBank of America, N.A.
    
    $
    30,000,000
    
    
    
    75.000000000
    %Webster Bank, N.A.
    
    $
    10,000,000
    
    
    
    25.000000000
    %Total Term Loan
Commitments:
    
    $
    40,000,000
    
    
    
    100
    %
 Swing Line Commitment
 Lender
    
    Commitment
    
    

Applicable percentageBank of America, N.A.
    
    $
    5,000,000
    
    
    
    100
    %Total Swing Line
Commitments:
    
    $
    5,000,000
    
    
    
    100
    %




---



##### 



Existing Letters of Credit
 1.
    
    Bank of America
LC #68024296 (stand-by)
Amount: $78,596.00
Beneficiary:      Southern California Edison Co.P.O. Box 8002235 Walnut Grove AvenueRosemead, CA  917702.
    
    Bank of America
LC# 68019390 (stand-by)
Amount: $256,600
Beneficiary:      Akron Metropolitan Housing Authority100 West Cedar StreetAkron, OH  44307




---



##### 



Websites and Domain Names




---



##### 



Fixtures. etc.




---



##### 



Governmental Approvals; No Conflicts




---



##### 



Financial Condition; No Material Adverse Changes




---



##### 



Properties; Proprietary Rights; Real Property Assets
   Mark
    
    Country
    
    Serial No.
    
    Filing DateAMERESCO
    
    Brazil
    
    830750363
    
    08/26/10AMERESCO
    
    Brazil
    
    830750355
    
    08/26/10AMERESCO
    
    Brazil
    
    830750347
    
    08/26/10AMERESCO
    
    Brazil
    
    830750517
    
    08/26/10AMERESCO
    
    Brazil
    
    830750339
    
    08/26/10AMERESCO
    
    Brazil
    
    830750533
    
    08/26/10AMERESCO
    
    China Madrid Protocol
    
    1064906
    
    08/23/10AMERESCO
    
    European Community Madrid Protocol
    
    1064906
    
    08/23/10AMERESCO
    
    India
    
    2016962
    
    08/31/10AMERESCO
    
    Indonesia
    
    J002010035015
    
    09/30/10AMERESCO
    
    Indonesia
    
    J002010035017
    
    09/30/10AMERESCO
    
    Indonesia
    
    J002010035028
    
    09/30/10AMERESCO
    
    Indonesia
    
    J002010035020
    
    09/30/10AMERESCO
    
    Indonesia
    
    J002010035022
    
    09/30/10AMERESCO
    
    Indonesia
    
    J002010035026
    
    09/30/10AMERESCO
    
    Mexico
    
    1115437
    
    08/27/10AMERESCO
    
    Mexico
    
    1115438
    
    08/27/10AMERESCO
    
    Mexico
    
    1115439
    
    08/27/10AMERESCO
    
    Mexico
    
    1115443
    
    08/27/10AMERESCO
    
    Philippines
    
    42010010156
    
    09/16/10




---



##### 



Mark
    
    Country
    
    Serial No.
    
    Filing DateAMERESCO
    
    SingaporeMadrid Protocol
    
    T110897J
    
    08/23/10AMERESCO
    
    TurkeyMadrid Protocol
    
    1064906
    
    08/23/10Country
    
    Regis. No.
    
    Regis. DateAMERESCO
    
    Hong Kong
    
    301697527
    
    08/24/10AMERESCO
    
    Madrid Protocol China European Community Singapore Turkey
    
    1064906
    
    08/23/10AMERESCO
    
    Mexico
    
    1195998
    
    01/10/11AMERESCO
    
    Mexico
    
    1195410
    
    12/20/10AMERESCO
    
    United States
    
    3241224
    
    05/15/07AMERESCO and design
(GRAPHIC)
    
    United States
    
    3243480
    
    05/22/07AMERESCO AXIS
    
    United States
    
    3740727
    
    01/19/10




---



##### 



Country
    
    Regis. No.
    
    Regis. DateCAMPUS RENEWAL PARTNERSHIP
and design #(GRAPHIC)
    
    United States
    
    3352014
    
    12/11/07GREEN.CLEAN.SUSTAINABLE.
    
    United States
    
    3927061
    
    03/01/11MISCELLANEOUS DESIGN(GRAPHIC)
    
    United States
    
    3933527
    
    03/22/11ENFOTRAK
    
    United States
    
    2432771
    
    3/06/01
  Copyrights




---



##### 



(d)
    
    Real Property Assets and Leases:Leased Properties:
 Street Address
    
    Town
    
    State
    
    Zip6643 Brayton Drive, Suite A
    
    Anchorage
    
    AK
    
    99507100 Canyon Park Circle, Suite C
    
    Pelham
    
    AL
    
    351242202 West Medtronic Way, Suite 101
    
    Tempe
    
    AZ
    
    8528242191 Zevo Drive
    
    Temecula
    
    CA
    
    9259020955 Pathfinder Road, Suite 160
    
    Diamond Bar
    
    CA
    
    917659780 Mount Pyramid Court, Suite 280
    
    Englewood
    
    CO
    
    80112101 Constitution Avenue, N.W., 5th Floor
    
    Washington
    
    DC
    
    200012202 N. Westshore Boulevard, Suite 205
    
    Tampa
    
    FL
    
    33607420 Lincoln Road Building, Suite 436
    
    Miami Beach
    
    FL
    
    331393525 Piedmont Road, Building 7, Suite 300, Office #5
    
    Atlanta
    
    GA
    
    303053555 Harding Avenue, Suite 2A
    
    Honolulu
    
    HI
    
    968161900 Spring Road, Suite 400/420
    
    Oak Brook
    
    IL
    
    60523528 South 5th Street, Suite 212
    
    Springfield
    
    IL
    
    62701150 North Michigan Avenue, Suite 2040
    
    Chicago
    
    IL
    
    606015875 Castle Creek Parkway #155
    
    Indianapolis
    
    IN
    
    462506750 Antioch Road, Suite 103
    
    Merriam
    
    KS
    
    662049000 Wessex Place, Suite 304
    
    Louisville
    
    KY
    
    40222125 Johnny Dufren Drive, Unit 102
    
    Mathews
    
    LA
    
    7037448 Union Wharf
    
    Portland
    
    ME
    
    041015565 Sterrett Place, Suite 400
    
    Columbia
    
    MD
    
    21044Farmington28800 Orchard Lake Road, Suite 220
    
    Hills
    
    MI
    
    48334Eden9855 West 78th Street, Suite 310
    
    Prairie
    
    MN
    
    553449890 Clayton Road, 2nd Floor
    
    St Louis
    
    MO
    
    63124




---



##### 



Street Address
    
    Town
    
    State
    
    Zip34 West 6th Avenue, Suite B
    
    Helena
    
    MT
    
    59601125 Half Mile Road, Office #20
    
    Red Bank
    
    NJ
    
    077019 Cornell Road
    
    Latham
    
    NY
    
    1211025 Melville Park Road
    
    Melville
    
    NY
    
    1174750 Front Street, Suite 201
    
    Newburgh
    
    NY
    
    12550639 Isabel Road, Suite 360
    
    Reno
    
    NV
    
    895095200 77 Center Drive, Suite 300
    
    Charlotte
    
    NC
    
    28217801 Oberlin Road, Suite 315
    
    Raleigh
    
    NC
    
    27605200 E. Campus View Boulevard, Suite 218
    
    Columbus
    
    OH
    
    432351618 SW First Avenue, Suite 205
    
    Portland
    
    OR
    
    37201One E. Uwchlan Avenue, Suite 105
    
    Exton
    
    PA
    
    193411726-A General George Patton Dr.
    
    Brentwood
    
    TN
    
    370271820 Midpark Drive, Suite B, C & F,
    
    Knoxville
    
    TN
    
    379217929 Brookriver Drive, Suite 250
    
    Dallas
    
    TX
    
    752479801 Westheimer, Ste 302
    
    Houston
    
    TX
    
    77042202 South Live Oak
    
    Tomball
    
    TX
    
    77357700 East Main Street, Suite 1623
    
    Richmond
    
    VA
    
    232191330 N. Washington, Suite 5200
    
    Spokane
    
    WA
    
    99201222 Williams Avenue S., Suite 100
    
    Renton
    
    WA
    
    98057T3A123 Edendale Way, NW
    
    Calgary
    
    Alberta
    
    3Y7T6A9945-50 Street NW, Suite 516
    
    Edmington
    
    Alberta
    
    0L4V6H360-2608 Granville Street
    
    Vancover
    
    British Columbia
    
    3V3N6E1100 Dearness Drive, Unit 23
    
    London
    
    Ontario
    
    1N9P3E128 Larch Street, Suite 202
    
    Sudbury
    
    Ontario
    
    5J8N9A211 Douglas Avenue
    
    Windsor
    
    Ontario
    
    4P3K8N50 Tank Farm Road, Unit 7
    
    Belleville
    
    Ontario
    
    4Z5L7N305 Harvester Road, Suite 200
    
    Burlington
    
    Ontario
    
    3J1P3Y41-A Vagnini Court, Walden Indstrial Park
    
    Lively
    
    Ontario
    
    1K8




---



##### 



Street Address
    
    Town
    
    State
    
    ZipK2E106 Colonade Raod, North, Suite 200
    
    Ottowa
    
    Ontario
    
    7L6H3K1751 Richardson Street, #7.509
    
    Montreal
    
    Quebec
    
    1G6S6H1300 King Crescent
    
    Moose Jaw
    
    Saskatchewan
    
    3G205526-Rua Almirante Aristides Guilhem, 139, Vila Jussara
    
    Sao Paulo
    
    Brazil
    
    000Avda. Del Brasil, 4 - Escalera 4 - 2° Izquierda
    
    Madrid
    
    Spain
    
    28020
 Owned Properties: None




---



##### 



Litigation and Environmental Matters
 (a)
    
    Action, Suits or Proceedings:
  (b)
    
    Environmental Liability: None.




---



##### 



Compliance with Laws and Agreements




---



##### 



Taxes




---



##### 



Pension Plans




---



##### 



Subsidiaries




---



##### 



JURISDICTION
    
    PERSONS HOLDINGOF
    
    OWNERSHIP INTERESTS;
    
    
    
    TYPE OFLEGAL NAME
    
    ENTITY TYPE
    
    ORGANIZATION
    
    INTERESTS HELD OR PERCENTAGE HELD
    
    AUTHORIZED SHARES
    
    SUBSIDIARYAmeresco Enertech, Inc.
    
    corporation
    
    KY
    
    Borrower owns 100% of the issued and outstanding shares; 100 shares
    
    1,000 shares of common stock, no par value
    
    Guarantore.three Custom Energy Solutions, LLC
    
    limited liability company
    
    NV
    
    Sierra Energy Company owns 100% of the equity interest
    
    
    
    GuarantorSierra Energy Company
    
    corporation
    
    NV
    
    Borrower owns 100% of the issued and outstanding shares; 1,000 shares
    
    25,000 shares of common stock at $1.00 par value
    
    GuarantorAmerescoSolutions, Inc.
    
    corporation
    
    NC
    
    Borrower owns 100% of the issued and outstanding shares; 166 shares
    
    1,000 shares of common stock at $100.00 par value
    
    GuarantorAmeresco Planergy Housing, Inc.
    
    corporation
    
    DE
    
    Borrower owns 100% of the issued and outstanding shares; 1,000 shares
    
    1,000 shares of common stock at $1.00 par value
    
    GuarantorSolutions Holdings, LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Federal Solutions, Inc.
    
    corporation
    
    TN
    
    Solutions Holding, LLC owns 100% of the issued and outstanding shares; 874 shares
    
    100,000 shares of common stock, no par value
    
    GuarantorAmeresco Select, Inc.
    
    corporation
    
    MA
    
    Borrower owns 100% of the issued and outstanding shares; 100 shares
    
    100 shares of common stock at $1.00 par value
    
    GuarantorAmeresco Solar  Solutions, Inc.
    
    corporation
    
    TX
    
    Ameresco Solar LLC owns 100% of the issued and outstanding shares; 100,000 shares
    
    250,000 shares of common stock at $25.00 par value
    
    GuarantorAmeresco Solar  Products LLC
    
    limited liability company
    
    DE
    
    Ameresco Solar LLC owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Hawaii LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Woodland Meadows Romulus LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Solar LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Solar  Technologies LLC
    
    limited liability company
    
    DE
    
    Ameresco Solar LLC owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Quantum, Inc.
    
    corporation
    
    WA
    
    Borrower owns 100% of the equity interest
    
    687 shares of common stock at $0.00 par value
    
    GuarantorAmeresco Evansville LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorAmeresco Solar Newburyport LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    GuarantorSpeen Street Holdings I, LLC
    
    limited liability company
    
    DE
    
    Ameresco Huntington Beach, L.L.C. owns 100% of the equity interest
    
    
    
    Funding SubsidiarySpeen Street Holdings II, LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Funding SubsidiarySpeen Street Holdings III, LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Funding SubsidiarySpeen Street Holdings IV, LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Funding SubsidiaryAmeresco Funding I, LLC
    
    limited liability company
    
    DE
    
    Speen Street Holding I, LLC owns 100% of the equity interest
    
    
    
    Funding SubsidiaryAmeresco Funding II, LLC
    
    limited liability company
    
    DE
    
    Speen Street Holding II, LLC owns 100% of the equity interest
    
    
    
    Funding SubsidiaryAmeresco Funding III, LLC
    
    limited liability company
    
    DE
    
    Speen Street Holding III, LLC owns 100% of the equity interest
    
    
    
    Funding SubsidiaryAmeresco Funding IV, LLC
    
    limited liability company
    
    DE
    
    Speen Street Holding IV, LLC owns 100% of the equity interest
    
    
    
    Funding SubsidiaryAmeresco Canada Inc.
    
    corporation
    
    Canada
    
    Borrower owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited shares authorized, no par value
    
    Canadian SubsidiaryAmeresco Quebec Inc.
    
    corporation
    
    Quebec
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares; 250 shares
    
    unlimited class A voting shares authorized, no par value
    
    Canadian SubsidiaryAmeresco Geothermal, Inc.
    
    Corporation
    
    Canada
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited class A voting shares authorized, no par value
    
    Canadian SubsidiaryByrne Engineering Inc.
    
    Corporation
    
    Canada
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares; 10,000 shares
    
    unlimited class A voting shares authorized, no par value
    
    Canadian Subsidiary1277591 ONTARIO Inc.
    
    Corporation
    
    Canada
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares; 35,907 shares
    
    unlimited class A voting shares authorized, no par value
    
    Canadian SubsidiaryByrne (Sudbury) Engineering Inc.
    
    Corporation
    
    Canada
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares; 11,123 shares
    
    unlimited class A voting shares authorized, no par value
    
    Canadian SubsidiaryAmeresco CEPRO Solar, Inc.
    
    corporation
    
    Canada
    
    Ameresco Solar Finance Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited shares authorized, no par value
    
    Canadian SubsidiaryAmeresco GEDSB Solar Inc.
    
    corporation
    
    Canada
    
    Ameresco Solar Finance Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited shares authorized, no par value
    
    Canadian SubsidiaryAmeresco Solar Finance Inc.
    
    corporation
    
    Canada
    
    Ameresco Canada Inc. owns 100% of the issued and outstanding shares
    
    unlimited shares authorized, no par value
    
    Canadian SubsidiaryAmeresco Chiquita Energy LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Palmetto LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco LFG Holdings LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Janesville LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings LLC holds 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Pine Bluff LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings LLC holds 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco LFG  I, Inc. d/b/a Ameresco Goshen
    
    corporation
    
    DE
    
    Ameresco LFG Holdings LLC owns 100% of issued and outstanding shares; shares
    
    1,000 shares common stock at $0.0001 par value
    
    Renewable Energy SubsidiaryAmeresco Chicopee Energy LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Renewable Energy LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco LFG Holdings II LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Santa Cruz Energy LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings II LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Half Moon Bay LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Delaware Energy LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco McCarty Energy LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Keller Canyon LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Skunk Creek LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Stafford LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Jefferson City LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Northampton LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Pontiac LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Cumberland LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Golden Triangle LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco San Antonio LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Greenridge LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Santa Clara LLC
    
    limited liability company
    
    DE
    
    Ameresco LFG Holdings III LLC owns 100% equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Woodland Meadows LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Canada Wind Power Inc.
    
    corporation
    
    Canada
    
    Ameresco Canada Inc.owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited shares authorized, no par value
    
    Renewable Energy SubsidiaryAmeresco Colchester 1 Inc.
    
    corporation
    
    Canada
    
    Ameresco Canada Wind Power Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    unlimited shares authorized, no par value
    
    Renewable Energy SubsidiaryAmeresco Dallas LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Butte County LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Roseburg LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco LFG Holdings III LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Power 1 LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Lowell LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Idaho Wind LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Johnson Canyon LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Concord LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Crazy Horse LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy Subsidiary




---



##### 



JURISDICTION
    
    PERSONS HOLDINGOF
    
    OWNERSHIP INTERESTS;
    
    
    
    TYPE OFLEGAL NAME
    
    ENTITY TYPE
    
    ORGANIZATION
    
    INTERESTS HELD OR PERCENTAGE HELD
    
    AUTHORIZED SHARES
    
    SUBSIDIARYAmeresco San Joaquin LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Aneval LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Forward LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar New York LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Vasco Road LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Englewood LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Logan LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Canton LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Bridgewater LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar WorcesterLLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Natick LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Waltham LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Navajo LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Solar Fall River LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Ranchland LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Renewable Energy SubsidiaryAmeresco Mt. Olive LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Inactive SubsidiaryMount Olive Community Development Fund LLC
    
    limited liability company
    
    DE
    
    Borrower owns 99.9% and Ameresco Mt. Olive LLC owns 0.01% of the equity interest
    
    
    
    Inactive SubsidiaryEnergy Investment, Inc.
    
    corporation
    
    MA
    
    AmerescoSolutions, Inc. owns 100% of the issued and outstanding shares; 250 shares
    
    250,000 shares common stock at $1.00 par value
    
    Inactive SubsidiaryEI Fund One, Inc.
    
    corporation
    
    MA
    
    Energy Investment, Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    300,000 shares common stock at $1.00 par value
    
    Inactive SubsidiaryAmeresco Wind New York LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Inactive SubsidiaryAmeresco MT Wind, LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Inactive SubsidiaryAmeresco Huntington Beach, L.L.C.
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiaryAmeresco CT LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiaryHEC/Tobyhanna Energy Project, Inc.
    
    Corporation
    
    MA
    
    Ameresco Select, Inc. owns 100% of the issued and outstanding shares; 100 shares
    
    100 shares of common stock at $1.00 par value
    
    Non-Core Energy SubsidiaryHEC/CJTS Energy Center LLC
    
    limited liability company
    
    DE
    
    Ameresco Select, Inc. owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiaryAmeresco DR LLC
    
    limited liability company
    
    DE
    
    Borrower owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiarySC Tire Processing LLC
    
    limited liability company
    
    DE
    
    Ameresco Federal Soluitons, Inc. owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiaryAmeresco Alternate Fuels LLC
    
    limited liability company
    
    DE
    
    Ameresco Federal Soluitons, Inc. owns 100% of the equity interest
    
    
    
    Non-Core Energy SubsidiaryERI/HEC EFA-Med, LLC
    
    limited liability company
    
    DE
    
    Ameresco Select, Inc. and NORESCO, LLC each own 50% of the equity interest
    
    50% equity interest
    
    Special Purpose SubsidiaryAmeresco/Pacific Energy JV
    
    general partnership
    
    HI
    
    Ameresco Hawaii LLC owns 99% of the partnership interest and Pacific Energy Strategies LLC owns
1% of the partnership interest
    
    99% partnership interest
    
    Special Purpose SubsidiaryHui O Aina, LLC
    
    limited liability company
    
    HI
    
    Borrower owns 50% of theequity interest, The Hana Group, Inc.owns 50% of the equity interest
    
    
    
    Special Purpose SubsidiaryAmeresco Puerto Rico, Inc.
    
    corporation
    
    Commonwealth of Puerto Rico
    
    Borrower owns 100% of the equity interest
    
    1,000,000 shares of common stock at $0.0001 par value
    
    Foreign SubsidiaryAmeresco Servicios Energeticos S.L.
    
    corporation
    
    Spain
    
    Borrower owns 95% of theequity interest, Manuel Jesus Acosta Malia owns 3.750% of the
equity interest, Luis Migel Barrientos owns 1.250% of the equity interest
    
    
    
    Foreign SubsidiaryAmeresco Servicos Energeticos Ltda.
    
    corporation
    
    Brazil
    
    Borrower owns 95% of theequity interest, George P. Sakellaris owns 5% of the equity interest
    
    
    
    Foreign SubsidiaryAmeresco S.A.
    
    corporation
    
    Greece
    
    Borrower owns 99% of the issued and outstanding shares; 59,400 shares and AmerescoSolutions, Inc. owns 1% of the issued and
outstanding shares; 600 shares
    
    60,000 registered shares
    
    Foreign Subsidiary




---



##### 



Material Indebtedness, Liens and Agreements
 (a)
    
    Material Indebtedness:(see table below)
 Credit Party
    
    Face Amount
    
    
    Task Order #Ameresco Select, Inc.
    
    $
    5,141,430
    
    
    DACA87-97-D-0068Ameresco Select, Inc.
    
    $
    26,370,447
    
    
    DE-AM36-99EE73682Ameresco Select, Inc.
    
    $
    14,284,120
    
    
    DE-AM36-99EE73682Ameresco Federal Solutions, Inc.
    
    $
    94,606,408
    
    
    DE-AM36-02NT41457Ameresco Select, Inc.
    
    $
    7,947,762
    
    
    DE-AM36-98GO10351Ameresco Select, Inc.
    
    $
    4,245,860
    
    
    DE-AM36-99EE73682Ameresco, Inc.
    
    $
    1,226,667
    
    
    DE-AM36-09GO29029Ameresco Select, Inc.
    
    $
    12,989,604
    
    
    DE-AM36-99EE73682Ameresco Select, Inc.
    
    $
    6,344,394
    
    
    DE-AM36-99EE73682Ameresco Select, Inc.
    
    $
    7,064,753
    
    
    DE-AM36-99EE73682Ameresco Select, Inc.
    
    $
    7,676,031
    
    
    DE-AM36-99EE73682Ameresco Solutions, Inc.
    
    $
    9,649,978
    
    
    DE-AC05-98OR22643Ameresco Solutions, Inc.
    
    $
    10,771,359
    
    
    DE-AM36-98GO10327Ameresco Select, Inc.
    
    $
    3,216,262
    
    
    
    N47408-00-D-8131Ameresco Solutions, Inc.
    
    $
    7,326,333
    
    
    DE-AC05-98OR22643Ameresco, Inc.
    
    $
    703,186Ameresco Evansville, LLC
    
    $
    5,401,779
 (b)
    
    Liens:
 1.
    
    See above table for Liens. The Credit Parties have sold the contract payments due from
the government under their respective Task Orders to the applicable lenders, all in
accordance with the Assignment of Claims Act of 1940, as




---



##### 



amended, 31 U.S.C. § 3727, 41 U.S.C. § 15. Each lender has a Lien covering only the
contract payments due from the government under the applicable Task Order.(c)
    
    Material Contracts:
 1.
    
    None.




---



##### 



Labor and Employment Matters




---



##### 



Bank Accounts




---



##### 



Ameresco Inc. & Subsidiaries - Bank Accounts ListingAccount Name
    
    Bank Name
    
    Address
    
    Type
    
    Account NumberAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Checking
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Deposit
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Deposit
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Deposit
    
    XXXXXXXAmeresco, Inc.
    
    Citizens Bank
    
    PO Box 6550, Providence, RI, 02940
    
    Checking
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Deposit
    
    XXXXXXXAmeresco, Inc.
    
    Keys Bank
    
    PO Box 93885, Cleveland, OH 44101-5885
    
    Checking
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Checking
    
    XXXXXXXAmeresco, Inc.
    
    Bank of America
    
    1850 Gateway Blvd, Concord, CA 94520
    
    Checking
    
    XXXXXXXAmeresco, Inc.
    
    Fidelity / Deutsche Bank
    
    60 Wall Street, Fl 27, New York, NY 10005-2837
    
    Money Mkt
    
    XXXXXXXAmeresco, Inc.
    
    Fidelity / Deutsche Bank
    
    60 Wall Street, Fl 27, New York, NY 10005-2837
    
    Money Mkt
    
    XXXXXXXAmeresco Enertech, Inc.
    
    Citizens Bank
    
    PO Box 6550, Providence, RI, 02940
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Citizens Bank
    
    PO Box 6550, Providence, RI, 02940
    
    Checking
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    299 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    299 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    299 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    299 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    299 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    305 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    301 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    306 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmerescoSolutions, Inc.
    
    Wells Fargo Northeast,
N.A.
    
    302 South Main Street, 12th Floor, Sale Lake
City, UT 84111
    
    Deposit
    
    XXXXXXXAmeresco Federal
Solutions, Inc.
    
    Suntrust Bank
    
    Atlanta, GA
    
    Checking
    
    XXXXXXXAmeresco Federal
Solutions, Inc.
    
    Bank of America
    
    PO Box 25118, Tampa, FL 33622-5118
    
    Checking
    
    XXXXXXXAmeresco Select, Inc.
    
    Citizens Bank
    
    PO Box 6550, Providence, RI, 02940
    
    Deposit
    
    XXXXXXXAmeresco
    
    Black Rock
    
    100 Bellevue Parkway, Wilmington, DE 19809
    
    Deposit
    
    XXXXXXXAmeresco Select, Inc.
    
    Sovereign Bank
    
    5 Whittier Street, Framingham, MA 01701
    
    Deposit
    
    XXXXXXXAmeresco Solar, Inc.
    
    Regions Bank
    
    810 W. Main Street, Tomball, TX 77375
    
    Money Market
    
    XXXXXXXAmeresco Solar, Inc.
    
    Regions Bank
    
    810 W. Main Street, Tomball, TX 77375
    
    Checking
    
    XXXXXXXAmeresco Solar, Inc.
    
    Citizens Bank
    
    74 Main Street, Framingham, MA
    
    Checking
    
    XXXXXXXAmeresco Solar, Inc.
    
    Bank of America
    
    100 Federal Street, Boston, MA
    
    Checking
    
    XXXXXXXAmeresco
    
    BBVA
    
    Mardid, Spain
    
    Checking
    
    XXXXXXX




---



##### 



Existing Indebtedness
 Existing Debt and Liens:




---



##### 



Existing Investments




---



##### 



Transactions with Affiliates




---



##### 



Restrictive Agreement




---



##### 



EXHIBIT A-1
 [FORM OF] REVOLVING CREDIT NOTE
 $
    
    June 30, 2011
  _______________________ DOLLARS ($______________)




---



##### 



AMERESCO, INC.By:Name:Title:




---



##### 



EXHIBIT A-2
 [FORM OF] TERM NOTE
 $
    
    June 30, 2011
  ____________________ DOLLARS ($________)




---



##### 



AMERESCO, INC.By:Name:Title:




---



##### 



EXHIBIT A-3
 [FORM OF ] SWING LINE NOTE
 $5,000,000
    
    June 30, 2011
  FIVE MILLION DOLLARS ($5,000,000)




---



##### 



AMERESCO, INC.By:Name:Title:




---



##### 



EXHIBIT B-1
 [FORM OF] LOAN NOTICE
 
 Loan Notice under Credit Agreement
  Credit Agreement Borrower
  Revolving Credit Borrowing :
 (1
    )
    
    Amount requested:
    
    $__________(2
    )
    
    Date of Borrowing:
    
    ___________(3
    )
    
    Type of Borrowing: [Base Rate][LIBOR](4
    )
    
    [If LIBOR Borrowing] Interest Period: [one] [two] [three] [six] months; and(5
    )
    
    Location and account number to
which funds are to be disbursed:________________________________________
  Conversion of a Base Rate Loan into a LIBOR Loan
 (1
    )
    
    Type of Base Rate Loan to be converted: [Term Loan][Revolving Loan](2
    )
    
    The aggregate outstanding principal balance of such Loan:
    
    $__________(3
    )
    
    The principal amount of such Loan to be converted:
    
    $__________(4
    )
    
    The requested effective date of the conversion:
    
    ___________(5
    )
    
    Interest Period: [one] [two] [three] [six] months.




---



##### 



Conversion of LIBOR Loan into a Base Rate Loan
 (1
    )
    
    Type of LIBOR Loan to be converted: [Term Loan][Revolving Loan](2
    )
    
    The aggregate outstanding principal balance of such Loan:
    
    $__________(3
    )
    
    The last day of the current Interest Period for such Loan:
    
    ____________(4
    )
    
    The principal amount of such Loan to be converted:
    
    $___________(5
    )
    
    The requested effective date of the conversion:
    
    ____________
 Continuation of a LIBOR Loan
 (1
    )
    
    Type of LIBOR Loan to be continued: [Term Loan][Revolving Loan](1
    )
    
    The aggregate outstanding principal balance of such Loan:
    
    $___________(2
    )
    
    The last day of the current Interest Period for such Loan:
    
    ____________(3
    )
    
    The principal amount of such Loan to be continued:
    
    $___________(4
    )
    
    The requested effective date of the continuation:
    
    ____________(5
    )
    
    Interest Period: [one] [two] [three] [six] months.
  AMERESCO, INC.By:Name:Title: 2




---



##### 



EXHIBIT B-2
 [FORM OF] SWING LINE LOAN NOTICE
 To:
    
    Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
  Credit Agreement Borrower
  1.
    
    On  (a Business Day).2.
    
    In the amount of $.
    AMERESCO, INC.By:Name:Title:




---



##### 



EXHIBIT C
 [FORM OF] PERFECTION CERTIFICATE
 PLEASE COMPLETE A SEPARATE CERTIFICATE FOR EACH OF THE CREDIT PARTIES
 Company BANK OF AMERICA, N.A., Bank of America Agent
 Name
     Current Locations




---



##### 



2




---



##### 



Prior Locations
    Real Estate Fixtures Schedule 4
   3




---



##### 



Unusual Transactions Schedule 5
 File Search Reports Schedule 6 Schedule 4 Schedule
5
 Deposit Accounts Schedule 7 provide name and address of depository bank, type of account and account number
 Investment Property Schedule 8 provide name of issuer, description of security or
interest and value
 Commercial Tort Claims Schedule 9 provide brief
description of each claim
 UCC Filings Schedule 10 Schedule 4
 Termination Statements Schedule 5
 4




---



##### 



[NAME OF CREDIT PARTY]By:Name:Title: 5




---



##### 



EXHIBIT D
 [FORM OF] COMPLIANCE CERTIFICATE
 
 Re:
    
    Second Amended and Restated Credit and Security
Agreement dated as of June 30, 2011 as amended from
time to time, (the Credit Agreement) among Ameresco,
Inc. (the Borrower), the guarantors party thereto,
the lenders party thereto and Bank of America, N.A.,
as administrative agent (the Administrative Agent)
      Very truly yours,
AMERESCO, INC.By:Name:Title:




---



##### 



FINANCIAL COVENANT CALCULATIONS
 Fiscal oQuarter/oYear Ended ___________________
  8.10(a) MINIMUM EBITDA .
 Actual EBITDA for the Reported Period is:
    
    $
    __________EBITDA is required to be not less than:
    
    $
    40,000,000
 
 *
    
    As set forth in Section 8.10(a) of the Credit Agreement. EBITDA for the Reported Period has been calculated as follows:
 (a)
    
    consolidated net income of the Core Ameresco Companies
during the Reported Period:
    
    $_________plus(b)
    
    for the Reported Period, the sum of
(to the extent deducted in calculating net income of the
Core Ameresco Companies):
 (i)
    
    income taxes accrued:
    
    $_________(ii)
    
    Interest Expense (see below for calculation):
    
    $_________(iii)
    
    amortization and depreciation:
    
    $_________(iv)
    
    non-cash stock based compensation:
    
    $_________(v)
    
    losses attributable to equity in Affiliates which are
not Subsidiaries (except to the extent paid in cash
by Core Ameresco Companies):
    
    $_________(vi)
    
    extraordinary or unusual losses1:
    
    $_________(vii)
    
    non-recurring items, fees and expenses associated with
the transactions contemplated by the Credit Agreement,
not to exceed $600,000 after the Effective Time:
    
    $_________(viii)
    
    aggregate amount received in cash by the Core Ameresco
Companies in respect of regularly scheduled dividends
    
    $_________
 
 1
    
    Any payment required to be made by any Core
Ameresco Company in respect of any Renewable Energy Project Guaranty Liability
shall reduce net income of the Core Ameresco Companies and shall not be added
back to EBITDA as an extraordinary loss.




---



##### 



or distributions from the Special Purpose Subsidiaries2:
    
    $_________SUBTOTAL:
    
    $_________
 minus(c)
    
    for the Reported Period, the sum of
(to the extent included in calculating net income):
 (i)
    
    extraordinary or unusual gains
(determined in accordance with GAAP):
    
    $_________(ii)
    
    proceeds received in respect of Casualty Events, Dispositions,
and any sale, assignment, transfer or other disposition by any
Credit Party of the equity interests of any
Special Purpose Subsidiary:
    
    $_________
 SUBTOTAL:
    
    $_________
 plus/minus(d)
    
    adjustments for Permitted Acquisitions
during the Reported Period:
    
    $_________
 TOTAL EBITDA:
    
    $_________
 For purposes of this Compliance Certificate, Interest Expense for the Reported Period has been
calculated as follows:
 (a)
    
    interest in respect of Indebtedness accrued during
such period (whether or not actually paid), excluding
capitalized debt acquisition costs and paid-in-kind interest:
    
    $_________
 plus (minus)
 (b)
    
    net amounts payable (or net amounts receivable)
under Hedging Agreements accrued during such period
(whether or not actually paid or received)3:
    
    $_________
 plus
 
 2
    
    Not to include amounts received by the Core
Ameresco Companies in connection with any sale, transfer or other disposition
of assets or equity interests of any Special Purpose Subsidiary.3
    
    Excluding reimbursement of legal fees and
other similar transactions costs and excluding payments required by reason of
the early termination of Hedging Agreements in effect as of the Credit
Agreement. 2




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(c)
    
    all fees, including letter of credit fees and expenses,
(but excluding reimbursement of legal fees) incurred under
the Credit Agreement during such period:
    
    $_________
 TOTAL INTEREST EXPENSE:
    
    $__________
 8.10(b) TOTAL FUNDED DEBT TO EBITDA RATIO
 The actual Total Funded Debt to EBITDA Ratio for the Reported Period is:
    
    ___to 1.00The Total Funded Debt to EBITDA Ratio for the Reported Period is required
to be not greater than:
    
    
    2.00 to 1.00
    *
 
 *
    
    As set forth in Section 8.10(b) of the Credit Agreement. The Total Funded Debt to EBITDA Ratio for the Reported Period has been calculated as follows:
 (A)
    
    Total Funded Debt of Core Ameresco Companies
as of the end of the Reported Period:
    
    $_________divided by(B)
    
    EBITDA of the Core Ameresco Companies for the Reported Period:
    
    $_________
 8.10(c) DEBT SERVICE COVERAGE RATIO .
 The actual Debt Service Coverage Ratio for the Reported Period is:
    
    ___to 1.00The Debt Service Coverage Ratio for the Reported Period is required
to be not less than:
    
    
    1.50 to 1.00
 
 *
    
    As set forth in Section 8.10(c) of the Credit Agreement. The Debt Service Coverage Ratio for the Reported Period has been calculated as follows:
 (A)
    
    the result for the Reported Period of:
 (i) EBITDA of the Core Ameresco Companies:
    
    $_________minus(ii) Capital Expenditures made by the Core Ameresco Companies:
    
    $_________minus(iii) aggregate amount paid in cash by the Core Ameresco Companies
in respect of income, franchise, real estate and other like taxes:
    
    $_________minus
 3




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(iv) dividends, withdrawals and other distributions paid in cash
by the Core Ameresco Companies:
    
    $_________
 SUBTOTAL:
    
    $_________divided by(B)
    
    the sum for the Reported Period of:
 (i)
    
    all regularly scheduled principal payments of Indebtedness
(including the principal component of any payments in respect
of Capital Lease Obligations), but excluding any prepayments
pursuant to Section 2.9 of the Credit Agreement and any
principal payments in respect of the Revolving Loans made:
    
    $_________plus(ii) all Interest Expense:
    
    $_________
 SUBTOTAL:
    
    $_________
 4




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EXHIBIT E
 [FORM OF] SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
 Ameresco Pledgors Pledgor Agent Secured Parties
  Existing Credit Agreement Original Credit
Agreement
 Credit Agreement Borrower Guarantors Credit Parties
 Existing Pledge
Agreement Original Pledge Agreement




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Schedule I Schedule I Schedule II Listed Companies
   Defined Terms
 Security Interest Schedule I Pledged Equity Schedule
II Pledged Notes Pledged Collateral
 Secured Obligations Secured Obligations
   2




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Special Warranties and Covenants of the Pledgors Schedules I and II
    Schedule I
    Schedule II
  3




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Distributions
 Events of Default Event of Default
 Rights and Remedies of Secured Parties
    Right to Transfer into Name of Agent, etc. Transfer
 Right of Agent to Exercise Voting Power, etc.
 4




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Right of Agent to Dispose of Collateral, etc.
 Securities Act
 Collection of Amounts Payable on Account of Pledged Collateral, etc.
 5




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Care of Pledged Collateral in Agents Possession
 Proceeds of Collateral
 Credit Agreement
 Waivers, etc.
 6




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Termination; Assignment, etc
 Reinstatement
 Governmental Approvals, etc.
 Restrictions on Transfer, etc.
 Notices
 Miscellaneous
 7




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Governing Law; Jurisdiction; Waiver of Jury Trial
  8




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PLEDGORS
AMERESCO, INC.By:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO ENERTECH, INC.By:Name:
    Andrew B. SpenceTitle:
    TreasurerE.THREE CUSTOM ENERGY SOLUTIONS, LLC
By: Sierra Energy Company, its sole memberBy:Name:
    Andrew B. SpenceTitle:
    TreasurerAMERESCOSOLUTIONS, INC.By:Name:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO PLANERGY HOUSING, INC.By:Name:
    Andrew B. SpenceTitle:
    Treasurer [Signature Page to Pledge Agreement]




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SOLUTIONS HOLDINGS, LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO FEDERAL SOLUTIONS, INC.By:Name:
    Andrew B. SpenceTitle:
    TreasurerSIERRA ENERGY COMPANYBy:Name:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO SELECT, INC.By:Name:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO HAWAII LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial Officer [Signature Page to Pledge Agreement]




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AMERESCO SOLAR  SOLUTIONS, INC.By:Name:
    Andrew B. SpenceTitle:
    TreasurerAMERESCO SOLAR  PRODUCTS LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR NEWBURYPORT LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO SOLAR  TECHNOLOGIES LLC
By Ameresco Solar LLC, its sole member
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial Officer [Signature Page to Pledge Agreement]




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AMERESCO WOODLAND MEADOWS ROMULUS LLC
By: Ameresco, Inc., its sole memberBy:Name:
    Andrew B. SpenceTitle:
    Vice President & Chief Financial OfficerAMERESCO QUANTUM, INC.By:Name:
    Andrew B. SpenceTitle:
    Treasurer [Signature Page to Pledge Agreement]




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AGENT
BANK OF AMERICA, N.A.,
as Agent for the Secured PartiesBy:Name:
    John F. LynchTitle:
    Senior Vice President [Signature Page to Pledge Agreement]




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SCHEDULE I
 PLEDGED STOCK
 % of totalNo. of
    
    outstanding shares
    
    CertificatePledgor
    
    Issuer and Address
    
    Description
    
    Shares
    
    of Issuer
    
    No.(s)Ameresco, Inc.
    
    AmerescoSolutions, Inc.
    
    Common Stock
    
    166
    
    100%
    
    1Ameresco, Inc.
    
    Ameresco Planergy Housing, Inc.
    
    Common Stock
    
    1,000
    
    100%
    
    4Ameresco, Inc.
    
    Ameresco Enertech, Inc.
    
    Common Stock
    
    100
    
    100%
    
    1Ameresco, Inc.
    
    Ameresco Canada Inc.
    
    Common Stock
    
    66
    
    66%
    
    C-2Ameresco, Inc.
    
    Sierra Energy Company
    
    Common Stock
    
    1,000
    
    100%
    
    2Ameresco, Inc.
    
    Ameresco Select, Inc.
    
    Common Stock
    
    100
    
    100%
    
    3Ameresco, Inc.
    
    Ameresco Quantum, Inc.
    
    Common Stock
    
    687
    
    100%
    
    5Solutions Holdings,
LLC
    
    Ameresco Federal Solutions, Inc.
    
    Common Stock
    
    874
    
    100%
    
    10Ameresco Solar LLC
    
    Ameresco Solar  Solutions, Inc.
    
    Common Stock
    
    100,000
    
    100%
    
    2




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PLEDGED MEMBERSHIP INTERESTS
 % of totalNo. of
    
    outstanding
    
    CertificatePledgor
    
    Issuer and Address
    
    Description
    
    Shares
    
    interest of Issuer
    
    No.(s)Ameresco, Inc.
    
    Solutions Holdings, LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco, Inc.
    
    Ameresco Solar LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco, Inc.
    
    Ameresco Woodland Meadows Romulus LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco, Inc.
    
    Ameresco Solar Newburyport LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco, Inc.
    
    Ameresco Hawaii LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aSierra Energy Company
    
    E. Three Custom Energy Solutions, LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco Solar LLC
    
    Ameresco Solar  Products LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco Solar LLC
    
    Ameresco Solar-Technologies LLC
    
    Membership Interests
    
    n/a
    
    100%
    
    n/aAmeresco Hawaii LLC
    
    Ameresco/Pacific Energy JV
    
    Partnership Interests
    
    n/a
    
    99%
    
    n/a




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SCHEDULE II
 PLEDGED NOTES
 [ ]




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EXHIBIT F
  
 Re: Ameresco, Inc.




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##### 



1.
    
    Each of the Borrower and Planergy is a corporation validly existing and in corporate good
standing under the laws of the State of Delaware. Each of Solutions Holdings, Ameresco
Hawaii, Solar-Products, Solar, Solar-Technologies, Woodland, Evansville, and Newburyport is a
limited liability company validly existing and in good standing as a limited liability company
under the laws of the State of Delaware. Select is a




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corporation validly existing and in
corporate good standing under the laws of the Commonwealth of Massachusetts.2.
    
    The execution and delivery by each of the Specified Parties of the Credit Agreement and the
other Loan Documents to which it is a party, and the performance by each of the Specified
Parties of its obligations under each of the Credit Agreement and the other Loan Documents to
which it is a party, are within such Specified Partys corporate or limited liability powers,
as applicable, and have been duly authorized by all requisite corporate or limited liability
action, as applicable, on the part of such Specified Party. Each of the Specified Parties has
duly executed and delivered each of the Loan Documents to which it is a party.3.
    
    Each of the Credit Agreement and the other Loan Documents to which each of the Loan Parties
is a party constitutes a valid and binding agreement of such Loan Party, enforceable against
such Loan Party in accordance with its respective terms.4.
    
    The execution and delivery by each of the Specified Parties of each of the Loan Documents to
which it is a party and compliance by such Specified Party with the provisions thereof will
not violate any of the provisions of the Governing Documents of such Specified Party, any law,
statute, rule or regulation of the Commonwealth of Massachusetts, the DLLCA, the DGCL, or any
Federal law, statute, rule, or regulation, or, to the best of our knowledge, any judgment,
order, writ, injunction or decree of any court or other tribunal located in the Commonwealth
of Massachusetts directed against and naming such Specified Party. Except for filings or
recordings that may be necessary to create, record or perfect, or maintain the perfection of,
or (with respect to any applicable pledged securities) to enforce, the security interests
created by the Credit Agreement and the Pledge Agreement, no consent or approval by, or any
notification of or filing with, any Massachusetts state, Federal, or (in respect only of the
DLLCA or the DGCL) Delaware state court, public body or authority is required pursuant to
Massachusetts state law, Federal law, the DLLCA, or the DGCL, to be obtained or effected by
any of the Specified Parties in connection with the execution, delivery and performance by
such Specified Party of each of the Loan Documents to which it is a party.5.
    
    The provisions of the Credit Agreement are effective under the Massachusetts UCC to create a
valid, attached security interest in favor of the Agent, for the benefit of the Agent and the
Lenders, in all right, title and interest of each of the Loan Parties in those items and types
of Collateral described in the Credit Agreement to which Article 9 of the Massachusetts UCC is
applicable.




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6.
    
    Assuming the proper filing (as defined in Section 9-516 of the Delaware UCC) of the Delaware
Financing Statements in the applicable filing office in the State of Delaware listed on the
attached exhibit, including the payment of any requisite filing or recording fees, the Agent,
for the benefit of the Agent and the Lenders, has a perfected security interest under Article
9 of the Delaware UCC in so much of the Collateral described in the Credit Agreement and
indicated on the Delaware Financing Statements as constitutes personal property of the
Borrower and the Delaware Guarantors (other than Evansville and Newburyport) in which a
security interest can be perfected by the filing of UCC financing statements in the State of
Delaware under Article 9 of the Delaware UCC. For purposes of this paragraph, we have assumed
that the Collateral covered by the Delaware Financing Statements does not include any timber
to be cut or as-extracted collateral, as such terms are used in Section 9-501 of the
Delaware UCC.7.
    
    Assuming the proper filing (as defined in Section 9-516 of the Massachusetts UCC) of the
Massachusetts Financing Statement in the applicable filing office in the Commonwealth of
Massachusetts listed the attached exhibit, including the payment of any requisite filing or
recording fees, the Agent, for the benefit of the Agent and the Lenders, has a perfected
security interest under Article 9 of the Massachusetts UCC in so much of the Collateral
described in the Credit Agreement and indicated on the Massachusetts Financing Statement as
constitutes personal property of Select in which a security interest can be perfected by the
filing of UCC financing statements in the
Commonwealth of Massachusetts under Article 9 of the Massachusetts UCC. For purposes of
this paragraph, we have assumed that the Collateral covered by the Massachusetts Financing
Statement does not include any timber to be cut or as-extracted collateral, as such terms
are used in Section 9-501 of the Massachusetts UCC.8.
    
    After giving effect to the delivery (within the meaning given such term by the Massachusetts
UCC) by the Borrower, Solutions Holdings, or Solar, as applicable, to the Agent in pledge,
within the Commonwealth of Massachusetts, pursuant to the Pledge Agreement, of each of the
stock certificates representing the shares of capital stock of AmerescoSolutions, Planergy,
Enertech, Ameresco Canada Inc., Sierra, Select, Quantum, Federal Solutions, and
Solar-Solutions pledged to the Agent by the Borrower, Solutions Holdings, or Solar, as
applicable, thereunder (the Pledged Shares), together with properly completed and effective
stock powers endorsing the Pledged Shares and duly executed by the Borrower, Solutions
Holdings, or Solar, as applicable, in blank, and assuming the continued possession of the
Pledged Shares and of such stock powers by the Agent within the Commonwealth of Massachusetts,
the Agent shall acquire a valid, attached security interest, for the benefit of the Agent and




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the Lenders, in all right, title and interest of the Borrower in the Pledged Shares pursuant
to the Pledge Agreement, to the extent that a security interest therein may be created
pursuant to Article 9 of the Massachusetts UCC, and such security interest will be perfected,
with the consequences of perfection by control with respect to the Pledged Shares accorded by
the Massachusetts UCC.9.
    
    None of the Loan Parties is required to be registered as an investment company under the
Investment Company Act of 1940, as amended.10.
    
    The making of the loans and advances under the Credit Agreement and the application of the
proceeds thereof as provided in the Credit Agreement do not violate Regulations U or X of the
Board of Governors of the Federal Reserve System.




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EXHIBIT G
 [FORM OF] SOLVENCY CERTIFICATE
  W I T N E S S E T H:




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2




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##### 



AMERESCO, INC.By:Name:Title:
    Chief Financial Officer [Signature Page to Solvency Certificate]




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EXHIBIT H
 [FORM OF] ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Assignor Credit Agreement
 Assigned Interest
 1.
    
    Assignor[s]: __________________2.
    
    Assignee[s]: __________________ for each Assignee, indicate Affiliate of [identify Lender]3.
    
    Borrower: Ameresco, Inc.4.
    
    Administrative Agent: Bank of America, N. A., as Administrative Agent5.
    
    Credit Agreement: Second Amended and Restated Credit and Security Agreement dated as of June
30, 2011, among the Borrower, the guarantors party thereto, the lenders from time to time
party thereto, and the Administrative Agent




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6.
    
    Assigned Interest[s]:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment/ Loans
    
    
    Commitment/ Loans
    
    
    Assigned ofAssignor[s]
    
    Assignee[s]
    
    
    Facility Assigned
    
    
    for all Lenders
    
    
    Assigned
    
    
    Commitment/Loans
    
    
    CUSIP No.$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %
 Trade Date
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Name:Title:




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##### 



BANK OF AMERICA, N. A., as Administrative AgentBy:Name:Title:[Consented to]:
BANK OF AMERICA, N. A., as Issuing LenderBy:Name:Title:[Consented to:]
AMERESCO, INC.By:Name:Title:




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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 STANDARD TERMS AND CONDITIONS FOR
 ASSIGNMENT AND ASSUMPTION
 Representations and Warranties
 Assignor
 Assignee
 Payments




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General Provisions