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Table of Contents
<br />AMERESCO, INC.
<br />NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<br />(In thousands, except per share amounts)
<br />The credit facility limits Ameresco's and our subsidiaries' ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; merge, liquidate or
<br />dispose of assets; make acquisitions or other investments; enter into hedging agreements; pay dividends and make other distributions and engage in transactions with affiliates,
<br />except in the ordinary course of business on an arms' length basis.
<br />Under the credit facility, Ameresco and our core domestic subsidiaries may not invest cash or property in, or loan to, our non -core subsidiaries in aggregate amounts exceeding
<br />49% of our consolidated stockholders' equity. In addition, we and our core subsidiaries must maintain a ratio of total funded debt to EBITDA as noted above, and a debt service
<br />coverage ratio (as defined in the agreement) of at least 1.5 to 1.0.
<br />Any failure to comply with the financial or other covenants of the credit facility would not only prevent us from being able to borrow additional funds, but would constitute a
<br />default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility, to terminate
<br />the credit facility, and enforce liens against the collateral.
<br />The credit facility also includes several other customary events of default, including a change in control of Ameresco, permitting the lenders to accelerate the indebtedness,
<br />terminate the credit facility, and enforce liens against the collateral.
<br />For purposes of our senior secured facility, EBITDA, as defined, excludes the results of certain renewable energy projects that we own and for which financing from others
<br />remains outstanding; total funded debt, as defined, includes amounts outstanding under both the term loan and revolver portions of the senior secured credit facility plus other
<br />indebtedness, but excludes limited recourse indebtedness of project company subsidiaries; and debt service, as defined, includes principal and interest payments on the
<br />indebtedness included in total funded debt other than principal payments on the revolver portion of the facility.
<br />Energy Asset Construction Facilities
<br />June 2020 Construction Revolver, 6.96%, due March 2024
<br />In June 2020, we entered into a revolving construction loan agreement with a bank, with an aggregate borrowing capacity of a00,000 for use in financing the construction cost
<br />of our owned projects.
<br />In December 2022, we amended and restated the June 2020 construction loan agreement which modified the reference rate from LIBOR to SOFR as a result of the expected
<br />cessation of LIBOR. Per the amendment, this instrument will bear interest at the applicable term SOFR rate plus an applicable margin of 1.61 %.
<br />During the year ended December 31, 2023, we entered into amendments to extend this revolver and the current maturity date is March 2024.
<br />During the year ended December 31, 2023, we drew down $11,809 under this revolver. As of December 31, 2023, $20,705 was outstanding and $79,295 was available for
<br />borrowing.
<br />March 2023 Construction Credit Facility, 2.00%
<br />On March 31, 2023, we entered into a credit agreement for a construction facility with a total commitment of CAD300,000 which has an availability period offive years. As of
<br />December 31, 2023, no funds were drawn under this facility. During the availability period the loans will bear interest at a fixed rate o4.00% and during the operating period
<br />the rate will range from 1.00% to 3.00% as set forth in the agreement. The maturity date is the earlier oftwenty years from project commencement date orone year prior to the
<br />termination date of the last remaining energy services agreements.
<br />April 2023 Construction Credit Facility, 6.82916, due July 2024
<br />On April 18, 2023, one of our consolidated joint venture subsidiaries (" W") entered into a construction loan agreement withtwo lenders for a principal amount of up to
<br />$140,844 under an energy asset credit facility. At the closing, the JV drew down $)0,921 for construction of an energy asset and subsequently drew down an additional $13,493
<br />as of December 31, 2023.
<br />Monthly payments of interest only on the loan will be due and payable in accordance with the provisions as set forth in the agreement. Any outstanding principal of the loan
<br />shall be paid in full no later than the maturity date (or in any event upon acceleration of the loan), together with all accrued and unpaid interest on such amount. The loan will be
<br />repaid after the energy
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