Exhibit 10.1.2
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT is dated as of March 31, 2020 (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 Fourth Amended and Restated Credit and Security Agreement dated as of
June 28, 2019, 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 make certain
corrections and other changes to 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 1.01 of the Credit Agreement is hereby amended to delete the
definitions of "Bail-In Action," "Bail-In Legislation," "Eurocurrency Rate" and
"Write-Down and Conversion Powers" in their entirety and replace such
definitions with the following new definitions of such terms:
"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by
the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
81229835v.3
"Bail-In Legislation" means, (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law, rule, regulation or
requirement for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and
any other law, regulation or rule applicable in the United Kingdom relating to
the
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resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).
"Eurocurrency Rate" means:
1.for any Interest Period, with respect to any Credit Extension:
a.denominated in a LIBOR Quoted Currency, the rate per annum equal to the London
Interbank Offered Rate as administered by ICE Benchmark Administration (or any
other Person responsible for the administration of such rate for U.S. Dollars
for a period equal in length to such Interest Period) ("LIBOR"), as published on
the applicable Bloomberg screen page (or such other commercially available
source providing such quotations as may be designated by the Agent from time to
time) (in such case, the "LIBOR Rate")