0001488139-12-000005 Sample Contracts

FIFTH AMENDMENT TO LEASE
Lease • March 15th, 2012 • Ameresco, Inc. • Construction - special trade contractors

THIS FIFTH AMENDMENT TO LEASE (“Amendment”) is dated for reference as of August 31, 2011, is made by and between RREEF AMERICA REIT III‑Z1 LLC, a Delaware limited liability company (“Landlord”), successor in interest to BCIA New England Holdings LLC (“BCIA”), a Delaware limited liability company, and AMERESCO, INC., a Delaware corporation (“Tenant”).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT
And Security Agreement • March 15th, 2012 • Ameresco, Inc. • Construction - special trade contractors • Massachusetts

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”).

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