Opening of Proposals - WWTP Solar Guaranteed Energy Savings Contract Proj. No. 124-015 - Ameresco

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Table of Contents AMERESCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts) asset project achieves provisional acceptance, through a sale -leaseback financing under lease agreements entered into between the same parties, as part of the closing documents We acquired the remaining interest in this JV in January 2024 when we closed on the acquisition of BCE. August 2023 Construction Credit Facility, 9.34%, due August 2026 On August 18, 2023, we entered into a construction and development loan agreement which provides a loan in a principal amount of up to $00,000. At the closing, we drew down $200,000 under this facility, of which approximately $187,000 was used to reimburse Ameresco for development and construction costs. Subsequent to closing, we drew down an additional $78,857. The loan bears interest at a rate of4.00% plus the greater of (i) Term SOFR for a one -month tenor and (ii) the 10-year United States treasury rate and a fee equal td).250% of any unused committed principal amount. The loan matures on August 31, 2026, with a one-year extension option that can be exercised if certain circumstances are met, including payment of a $3,000 extension fee. We plan to accrue the extension fee if the extension becomes probable. The obligations under the loan are guaranteed by all the related subsidiaries and are secured by the subsidiaries' assets as well as our equity interest in the borrower entity and in the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the construction and development loan. Energy Asset Financing Facilities and Term Loans October 2022 Financing Facility, 6.70%, due August 2039 In October 2022, one of our subsidiaries entered into a loan agreement with a new lender under a credit facility, refinancing a previous credit facility originally signed on October 23, 2020, which was scheduled to expire March 31, 2026. The new loan was scheduled to mature on October 26, 2037, provided a principal amount of up to $ 25,000 and bore interest at a rate of6.50% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.25% "IRR" on funds borrowed under the facility, or the facility discharge date on October 26, 2047. The principal and interest payments are due in quarterly installments based on a five-year amortization schedule with the principal payments being adjusted based on the distributable cash flows from the three renewable natural gas projects owned and operated by the project companies. No up -front, commitment or structuring fees were payable on the credit facility. The obligations under the loan are guaranteed by all the related subsidiaries and are secured by the subsidiaries' assets as well as our equity interest in the signing subsidiary. Borrowings under the credit facility are otherwise non -recourse to Ameresco. At the closing, we drew down $80,000 under this facility, approximately $26,530 of which was used to repay all amounts outstanding under the prior loan and the remainder was used to terminate swap obligations, pay transaction costs, make permitted distributions to Ameresco and for the project companies' working capital needs. In addition, we terminated an interest rate swap and a commodity swap related to the prior loan before their maturity dates. These swap terminations resulted in a settlement gain on undesignated derivatives of $694. On December 21, 2022, we drew down an additional $15,000 under this facility. On March 31, 2023, we drew down $30,000 under this facility and on May 31, 2023, we entered into the first amendment to the loan agreement that increased the original commitment of $125,000 by an additional $90,000 to $215,000 and at closing we drew down the $90,000. The first amendment also contained the following amended terms: • The loan bears interest on the unpaid principal amount thereof from the date made through repayment at an interest rate o6.38% per annum compared to the original rate of 6.50%. • The loan maturity date was changed from October 26, 2037 to May 31, 2038 On September 28, 2023, we amended and restated this facility to increase the maximum commitment from $215,000 to $500,000, to continue existing loans to project companies, to add certain renewable natural gas project companies to the loan portfolio, and to provide that additional wholly- and majority -owned project companies may be added to the loan portfolio subject to certain conditions. At the closing of the amendment and restatement, we drew down an additional $135,544 under the loan, which was used to pay transaction costs, reimburse project costs incurred by us, make other permitted distributions to Ameresco, and to fund the required 84