EX. 10.2.2 Q4'11






Exhibit 10.2.2


AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT
AND SECURITY AGREEMENT 
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is dated as of November 4, 2011 (this “Amendment”), among AMERESCO, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with the Borrower, the "Credit Parties"), THE LENDERS PARTY HERETO (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).
WHEREAS, the Credit Parties, the Lenders, and the Agent are parties to that certain Second Amended and Restated Credit and Security Agreement dated as of June 30, 2011, among the Borrower, the Guarantors, the Lenders, and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Credit Parties, the Agent and the Lenders wish to amend certain provisions of the Credit Agreement to clarify and correct certain provisions, as described herein; 
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties agree that the Credit Agreement is hereby amended as follows:
1.Capitalized Terms.  Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.
2.    Amendments to Credit Agreement. 
(a)    Amendment to Section 1.1.  Section 1.1 of the Credit Agreement is hereby amended by inserting the following definition of "Energy Savings Performance Contract" in alphabetical order:
“Energy Savings Performance Contract” means a contract providing for the construction or installation of energy savings facilities or equipment to be paid for over time in whole or in part based upon energy savings expected to be achieved from such facilities or equipment.
(b)    Amendment to Section 8.4(c).  Section 8.4(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
(c)    Notwithstanding the foregoing provisions of this Section 8.4:
		
	(i)
	any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur);


		
	(ii)
	any Credit Party may sell, transfer or otherwise dispose of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;





		
	(iii)
	any Credit Party may sell, transfer or otherwise dispose of inventory in the ordinary course of business;


		
	(iv)
	any Credit Party may sell, transfer or otherwise dispose of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement equipment;


		
	(v)
	any Credit Party may sell, transfer or otherwise dispose of a receivable and the related equipment of an Energy Conservation Project in the ordinary course of business for fair value; and


		
	(vi)
	any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party. 


3.    Confirmation of Guaranty by Guarantors.  Each Guarantor hereby confirms and agrees that all indebtedness, obligations or liability of the Borrower under the Credit Agreement as amended hereby, whether any such indebtedness, obligations and liabilities are now existing or hereafter arising, due or to become due, actual or contingent, or direct or indirect, constitute “Obligations” under and as defined in the Credit Agreement and, subject to the limitation set forth in Section 3.8 of the Credit Agreement, are guarantied by and entitled to the benefits of the Guaranty set forth in Article 3 of the Credit Agreement.  Each Guarantor hereby ratifies and confirms the terms and provisions of such Guarantor’s Guaranty and agrees that all of such terms and provisions remain in full force and effect.
4.    Confirmation of Security Interests.  Each Credit Party hereby confirms and agrees that all indebtedness, obligations and liabilities of the Credit Parties under the Credit Agreement as amended hereby, whether any such indebtedness, obligations and liabilities are now existing or hereafter arising, due or to become due, actual or contingent, or direct or indirect, constitute “Obligations” under and as defined in the Credit Agreement and are secured by the Collateral and entitled to the benefits of the grant of security interests pursuant to Article 4 of the Credit Agreement.  The Credit Parties hereby ratify and confirm the terms and provisions of Article 4 of the Credit Agreement and agree that, after giving effect to this Amendment, all of such terms and provisions remain in full force and effect.
5.    No Default; Representations and Warranties, etc.  The Credit Parties hereby confirm that, after giving effect to this Amendment, the representations and warranties of the Credit Parties contained in Article 5 of the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date) and no Default or Event of Default shall have occurred and be continuing.  Each Credit Party hereby further represents and warrants that the execution, delivery and performance by such Credit Party of this Amendment (i) have been duly authorized by all necessary action on the part of such Credit Party, (ii) will not violate any applicable law or regulation or the organizational documents of such Credit Party, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on such Credit Party or any of its assets, and (iv) do not require any consent, waiver or approval of or by any Person (other than the Agent and the Lenders) which has not been obtained.

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6.    Conditions to Effectiveness.  This Amendment shall become effective upon receipt by the Agent of (i) counterparts of this Amendment duly executed by each of the parties hereto or (ii) written evidence reasonably satisfactory to the Agent (which may include telecopy transmission of a signed signature page of this Amendment) that each of the parties hereto has signed a counterpart of this Amendment. 
7.    Miscellaneous.
(a)    Except to the extent specifically amended hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect.  Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such defined terms shall be deemed to refer to those terms or sections as amended by this Amendment.
(b)    This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.
(c)    This Amendment shall be governed by the laws of the Commonwealth of Massachusetts and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
(d)    The Credit Parties agree to pay all reasonable expenses, including legal fees and disbursements incurred by the Agent in connection with this Amendment and the transactions contemplated hereby.


[Signature Pages Follow]















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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.
Acknowledged and agreed to by:


BORROWER


AMERESCO, INC.




By:  /s/  Andrew B. Spence    
Name: Andrew B. Spence
Title: Vice President & Chief Financial Officer




GUARANTORS
AMERESCO ENERTECH, INC.
By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
E.THREE CUSTOM ENERGY SOLUTIONS, LLC,
By: Sierra Energy Company, its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCOSOLUTIONS, INC.
By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer

[Signature Page to Amendment No. 1 to Second Amended Ameresco Credit and Security Agreement]



AMERESCO PLANERGY HOUSING, INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
SOLUTIONS HOLDINGS, LLC
By: Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer
AMERESCO FEDERAL SOLUTIONS, INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
SIERRA ENERGY COMPANY




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCO SELECT, INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCO HAWAII LLC 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer

[Signature Page to Amendment No. 1 to Second Amended Ameresco Credit and Security Agreement]



AMERESCO SOLAR – SOLUTIONS, INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCO SOLAR-PRODUCTS LLC
By: Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer
AMERESCO SOLAR, LLC 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President  & Chief Financial Officer
AMERESCO SOLAR – TECHNOLOGIES LLC 
By:  Ameresco Solar LLC, its sole member 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer
AMERESCO WOODLAND MEADOWS ROMULUS LLC 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer

[Signature Page to Amendment No. 1 to Second Amended Ameresco Credit and Security Agreement]





AMERESCO QUANTUM, INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCO EVANSVILLE, LLC 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President & Chief Financial Officer
AMERESCO SOLAR NEWBURYPORT LLC 
By:  Ameresco, Inc., its sole member




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Vice President  & Chief Financial Officer
APPLIED ENERGY GROUP INC.




By:  /s/  Andrew B. Spence    
Name:  Andrew B. Spence
Title:  Treasurer
AMERESCO SOUTHWEST, INC.




By:  /s/  Andrew B. Spence    
Name: Andrew B. Spence
Title: Vice President and Treasurer





[Signature Page to Amendment No. 1 to Second Amended Ameresco Credit and Security Agreement]







AGENT:


BANK OF AMERICA, N.A.




By:  /s/  Roberto Salazar    
Name:  Roberto Salazar
Title:   Vice President




LENDERS:


BANK OF AMERICA, N.A.




By:  /s/  John F. Lynch    
Name:  John F. Lynch
Title:  Senior Vice President




WEBSTER BANK, N.A.




By:  /s/  Ann M. Meade    
Name:  Ann M. Meade
Title:  Senior Vice President



[Signature Page to Amendment No. 1 to Second Amended Ameresco Credit and Security Agreement]