Ameresco Inc

Item 1A. Risk Factors

Our business is subject to numerous risks, a number of which are described below and under Risk Factors in Part I, Item 1A of our 2023 Form 10-K and Part II, Item 1A of our Q2 2024 Form 10-Q.

You should carefully consider these risks together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described below and in Part I, Item 1A of our 2023 Form 10-K are not the only risks we face. Risks annd uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Risks Related to our Indebtedness

Our senior secured credit facility, second lien term loan, energy asset financing term loans and construction loans contain financial and operating restrictions that may limit our business activities and our access to credit, and they may not be sufficient to fund our capital needs and growth.

Provisions in our senior secured credit facility and second lien term loans, project financing term loans and construction loans impose customary restrictions on our and certain of our subsidiaries business activities and uses of cash and other collateral. These agreements also contain other customary covenants, including covenants that require us to meet specified financial ratios and financial tests. We have a $200 million revolving senior secured credit facility and $75 million term loan that mature March 2025 (collectively, the Senior Credit Facilities) and a $100 million second lien term loan that matures June pdated in Part II, Item 1A of our Q2 2029. As of June 30, 2024, the balance of our Senior Credit Facilities was $178 million, and $100 million was outstanding under our second lien term loan. These Senior Credit Facilities and t4 Form 10-Q are not the second lien term loan may not be sufficient to meet our needs as our business grows, and we may be unable to extend or replace them on acceptable terms, or at all. The Senior Credit Facilities and second lien term loan are subject to quarter end ratio covenants, including a maximum ratio of total funded debt to EBITDA and a debt service

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coveonly risks we face. Risks and uncerage ratio (each as defined in the agreement and described our filings with the SEC) as well as certain othertainties not customary operational covenants. EBITDA for purposes of the facilities excludes the results of certain renewable energy projects that we own and which we finance in separate subsidiaries through project financing and the resultrrently known to us of our joint ventures. In addition, our project financing term loans and construction loans require us to compr that we currently with a variety of financial and operational covenants. Our failure to comply with the covenants under our project financing debt, our Senior Credit Facilities or our second lien term loan may result in the declaration of an event of default and cause us to be unable to borrow under our Senior Credit Facilities. In addition to preventing additional borrowings under these facilities, an event of default, if not cured or waived, deem to be immaterial also may result in the acceleration of the maturity of indebtedness outstanding under it or the applicable project financing term loan, which would require us to paerially all amounts outstanding. If an event of default occurs under our project financing debt, our Senior Credit Facilities or our second lien term loan, we may not be able to cure it within any applicable cure period, if at all. Certain of our debt agreements, including our Senior Credit Facilities and dversely affect our second lien term loan, also contain subjective acceleration clauses based on a lender deeming that a material adverse change in our business has occurred. If these clauses are implicated, and the lender declares that an event of default has occurred, the outstanding indebtedness would likely be immediately due and owing. If the maturity of our indebtedness is accelerated, we may not have sufficient funds available for repayment or we may not have the ability to borrow or obtain sufficient funds to replace the accelebusiness, financial condition and operated indebtedness on terms acceptable to us or at alling results.