0000950152-08-000481 Sample Contracts

TERM CREDIT AGREEMENT Dated as of January 17, 2008 among POWERSECURE INTERNATIONAL, INC., as the Borrower, CITIBANK, N.A., as Administrative Agent, and The Other Lenders Party Hereto
Term Credit Agreement • January 23rd, 2008 • Powersecure International, Inc. • Services-business services, nec • New York

This TERM CREDIT AGREEMENT (this “Agreement”) is entered into as of January 17, 2008, among POWERSECURE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CITIBANK, N.A., as Administrative Agent.

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Guaranty
Powersecure International, Inc. • January 23rd, 2008 • Services-business services, nec • New York

GUARANTY (this agreement, together with all amendments and restatements and all Guaranty Supplements, this “Guaranty”), dated as of January 17, 2008, made by each of the parties listed on the signature pages hereof and each other Person which may from time to time become a party to this Guaranty pursuant to Section 23 (collectively, the “Additional Guarantors,” and each, an “Additional Guarantor,” and together with each of the signatories party hereto, collectively the “Guarantors,” and each, a “Guarantor”), in favor of Administrative Agent, for the benefit of Guaranteed Parties.

FORM OF FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • January 23rd, 2008 • Powersecure International, Inc. • Services-business services, nec • New York

THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “First Amendment”), dated as of January 17, 2008, is entered into among , a corporation (the “Grantor”), and CITIBANK, N.A., as Secured Party (as defined in the Security Agreement defined below) for the Secured Creditors (as defined in the Security Agreement).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 23rd, 2008 • Powersecure International, Inc. • Services-business services, nec • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of January 17, 2008, among POWERSECURE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement defined below (the “Lenders”), and CITIBANK, N.A., as Administrative Agent.

REAL ESTATE PURCHASE AGREEMENT
Real Estate Purchase Agreement • January 23rd, 2008 • Powersecure International, Inc. • Services-business services, nec

This REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered on January 16, 2007, by and between H & C HOLDINGS, LLC, a North Carolina limited liability company (“Seller”), and POWERSECURE, INC., a Delaware corporation (“Purchaser”).

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