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AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This
AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is
dated as of April 4, 2018 (this "Amendment"), among AMERESCO, INC. (the
"Borrower"), THE GUARANTORS PARTY HERETO (the "Guarantors" and collectively with
the Borrower, the "Loan Parties"), THE LENDERS PARTY HERETO (the "Lenders"), and
BANK OF AMERICA, N.A., as administrative agent (the "Agent"). WHEREAS, the Loan
Parties, the Lenders, and the Agent are parties to that certain Third Amended
and Restated Credit and Security Agreement dated as of June 30, 2015, as
heretofore amended, 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 Loan Parties, the Agent and the
Lenders wish to increase the LC Commitment Amount to $20,000,000 and make
certain other changes to covenants of the Credit Agreement, and accordingly
revise certain provisions of the Credit Agreement, 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. Except as otherwise expressly defined herein, all
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. Amendment to Credit Agreement. (a) Section 1.1 of the Credit
Agreement is hereby amended to delete the definition of "LC Commitment Amount"
in its entirety and replace it with the following: "LC Commitment Amount" means
$20,000,000. (b) Section 3.3 of the Credit Agreement is hereby amended to add
the following new paragraph (c) immediately after paragraph (b) thereof: (c)
Notwithstanding anything to the contrary in this Agreement or any other Loan
Documents, if the Agent determines (which determination shall be conclusive
absent manifest error), or the Borrower or Required Lenders notify the Agent
(with, in the case of the Required Lenders, a copy to Borrower) that the
Borrower or Required Lenders (as applicable) have determined, that: (i) adequate
and reasonable means do not exist for ascertaining LIBOR for any requested
Interest Period, including, without limitation, because the LIBOR Screen Rate is
not available or published on a current basis and such circumstances are
unlikely to be temporary; or AM 68306960.2
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(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority
having jurisdiction over the Agent has made a public statement identifying a
specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made
available, or used for determining the interest rate of loans (such specific
date, the "Scheduled Unavailability Date"), or (iii) syndicated loans currently
being executed, or that include language similar to that contained in this
Section, are being executed or amended (as applicable) to incorporate or adopt a
new benchmark interest rate to replace LIBOR, then, reasonably promptly after
such determination by the Agent or receipt by the Agent of such