FIRSTLOAN MODIFICATION AGREEMENT

Exhibit 10.2

FIRST LOAN MODIFICATION AGREEMENT

This First Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of May 29, 2009 by and among (a) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (b) ENERNOC, INC., a Delaware corporation (“EnerNOC”), and ENERNOC SECURITIES CORPORATION, a Massachusetts corporation (“EnerNOC Securities”) (hereinafter, EnerNOC and EnerNOC Securities are jointly and severally, individually and collectively, referred to as “Borrower”).

1.             DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of August 5, 2008, evidenced by, among other documents, a certain Loan and Security Agreement dated as of August 5, 2008 between Borrower and Bank (collectively, the “Loan Agreement”).  Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2.             DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement. The Loan Agreement, together with any other loan documents entered into by Borrower pursuant to which collateral security has been or will be granted to Bank, are referred to herein as the “Security Documents”; the Security Documents, together with all other documents evidencing or securing the Obligations are referred to herein as the “Existing Loan Documents”.

3.             DESCRIPTION OF CHANGE IN TERMS.

Modifications to Loan Agreement.

A. The Loan Agreement is hereby amended by deleting Section 2.5(c) thereof in its entirety and substituting the following text therefor:

“(c)         Letter of Credit Fee.  Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, including, without limitation, a Letter of Credit Fee of one and one-quarter of one percent (1.25%) per annum of the face amount of each Letter of Credit issued (other than the Letter of Credit # SVBSF005826 issued by Bank in May, 2009, with respect to which a Letter of Credit Fee of one and three-quarters of one percent (1.75%) per annum of the face amount of such Letter of Credit shall apply), upon the issuance, each anniversary of the issuance, and the renewal of each Letter of Credit by Bank;”

B. The Loan Agreement is hereby amended by deleting Section 6.7(a) thereof in its entirety and substituting the following text therefor:

“(a)         Quick Ratio. A Quick Ratio of at least (i) 1.85 to 1.0 for each month ending after the Effective Date through and including the month ending April 30, 2009, (ii) 1.40 to 1.0 for the month ending May 31, 2009, and (iii)  1.85 to 1.0 for the month ending June 30, 2009 and each month thereafter.”

C.  The Loan Agreement is hereby amended by adding a new Section 6.7(c) thereto reading as follows:

“(c) At some point during the period commencing on May 31, 2009 and ending on June 10, 2009, Borrower shall have unrestricted cash and/or Cash Equivalents on deposit at Bank of at least $30,000,000.”

D.  The Loan Agreement is hereby amended by deleting the definition of “Quick Assets” in Section 13.1thereof in its entirety and substituting the following text therefor:

““Quick Assets” is, on any date, the sum of (i) Borrower’s unrestricted cash, plus (ii) Borrower’s net accounts receivable, plus (iii) unbilled amounts on Borrower’s balance sheet that are contractually owing to Borrower from PJM and that are payable within the next twelve (12) months in an amount not to exceed the lesser of (A) Thirty Five Million Dollars ($35,000,000.00) and (B) sixty percent (60%) of Borrower’s unrestricted cash plus net accounts receivable,  plus (iv) marketable securities that are immediately available for sale (but specifically excluding any auction rate securities other than an amount equal to fifty percent (50.0%) of the value of the Permitted Auction Rate Securities up to One Million Four Hundred Fifty Thousand Dollars ($1,450,000.00)), determined according to GAAP.”

E. The Loan Agreement is hereby amended by deleting Exhibit B thereto in its entirety and substituting the Exhibit B in the form attached hereto as Schedule 1 therefor.

4.             FEES.  Borrower shall pay to Bank an amendment fee equal to Twenty Thousand Dollars ($20,000.00) (the “Amendment Fee”), which shall be due on the date hereof and shall be deemed fully earned as of the date hereof; provided, however, that in the event that Borrower terminates the Letter of Credit # SVBSF005826 issued by Bank in May, 2009 and replaces such Letter of Credit with another Letter of Credit (the “Replacement Letter of Credit”) on or prior to June 30, 2009, Bank will credit the Amendment Fee against the Letter of Credit Fee payable upon the issuance of the Replacement  Letter of Credit.  In addition, Borrower shall also reimburse Bank for all reasonable legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5.             RATIFICATION OF PERFECTION CERTIFICATES. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in certain Perfection Certificate dated as of August 5, 2008   and acknowledges, confirms and agrees the disclosures and information provided to Bank in the Perfection Certificate has not changed, as of the date hereof.

6.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

7.             RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8.             NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

9.             CONTINUING VALIDITY.  Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents.  Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the existing Obligations pursuant to this  Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations.  It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing.  No maker will be released by virtue of this Loan Modification Agreement.

10.           JURISDICTION/VENUE.  Borrower accepts for itself and in connection with its properties, unconditionally, the exclusive jurisdiction of any state or federal court of competent jurisdiction in the Commonwealth  of Massachusetts in any action, suit, or proceeding of any kind against it which arises out of or by reason of this Loan Modification Agreement; provided, however, that if for any reason Bank cannot avail itself of the courts of the Commonwealth  of Massachusetts, then venue shall lie in Santa Clara County, California.  NOTWITHSTANDING THE FOREGOING,  THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY.

11.           COUNTERSIGNATURE.  This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Loan Modification Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date above written.

SCHEDULE 1

EXHIBIT B

COMPLIANCE CERTIFICATE

The undersigned authorized officer of ENERNOC, INC. and ENERNOC SECURITIES CORPORATION (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending                            with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.  Attached are the required documents supporting the certification.  The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.  Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

*As set forth in Section 6.7(b) of the Loan and Security Agreement.

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions to note.”)

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall control.

I.                                         Quick Ratio (Section 6.7(a))

Required:                                             1.85 : 1.00 (1.40 : 1.0 at 5/31/09)

Actual:                          : 1.00

Is line F equal to or greater than 1.85 : 1.00 (1.40 : 1.0 at 5/31/09)?

o  No, not in compliance                                                                                     o  Yes, in compliance

II.                                     TANGIBLE NET WORTH (Section 6.7(b))

Required:                                             $                                   (see Section 6.7(b))

Actual:                                                         $

Is Tangible Net Worth at least $                                     (see Section 6.7(b))?

o  No, not in compliance                                                                                     o  Yes, in compliance