Lime Energy Co. Watch

from SC 13D/A 2 pages The Undersigned Is a Security Holder of Lime Energy Co., a Delaware Corporation (The “Company”), and Wishes to Facilitate the Public Offering (The “Offering”) of Common Stock of the Company (“Common Stock”) Pursuant to a Registration Statement (The “Registration Statement”) on Form S-L to Be Filed With the Securities and Exchange Commission

from S-1/A 29 pages Lime Energy Co. 5,000,000 Shares of Common Stock(1) Underwriting Agreement

from SC 13G/A 1 page Schedule 13g

from SC 13G 1 page Schedule 13g

from SC 13D/A 1 page Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) Promulgated Under the Securities Exchange Act of 1934, as Amended, the Undersigned Persons Hereby Agree to File With the Securities and Exchange Commission the Statement on Amendment No. 2 to Schedule 13d (The "Statement") to Which This Agreement Is Attached as an Exhibit, and Agree That Such Statement, as So Filed, Is Filed on Behalf of Each of Them. in Witness Whereof, the Undersigned Have Executed This Agreement. Cit Group Inc. By: Name: James P. Shanahan Title: Senior Vice President Newcourt Capital USA Inc. By: Name: Karen Scowcroft Title: Vice President Cit Capital Securities LLC By: Name: Karen Scowcroft Title: Vice President

from SC 13D/A ~20 pages Underwriting agreement

from SC 13D ~20 pages Underwriting agreement

from SC 13D/A 1 page <page> Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) Promulgated Under the Securities Exchange Act of 1934, as Amended, the Undersigned Persons Hereby Agree to File With the Securities and Exchange Commission the Statement on Amendment No. 1 to Schedule 13d (The "Statement") to Which This Agreement Is Attached as an Exhibit, and Agree That Such Statement, as So Filed, Is Filed on Behalf of Each of Them. in Witness Whereof, the Undersigned Have Executed This Agreement. Tyco International Ltd. By: /S/ Mark H. Swartz Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer Cit Holdings (NV) Inc. By: /S/ Mark H. Swartz Name: Mark H. Swartz Title: Vice President the Cit Group, Inc. By: /S/ Joseph M. Leone Name: Joseph M. Leone Title: Executive Vice President and Chief Financial Officer Newcourt Capital USA Inc. By: /S/ Karen Scowcroft Name: Karen Scowcroft Title: Vice President Newcourt Capital Securities, Inc. By: /S/ Daniel M. Morash Name: Daniel M. Morash Title: Managing Director

from SC 13D 1 page <page> 1 Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as Amended, the Undersigned Agree to the Joint Filing on Behalf of Each of Them a Statement on Schedule 13d (Including Any and All Amendments Thereto) With Respect to the Common Stock of Electric City Corp. and Further Agree That This Agreement Shall Be Included as an Exhibit to Such Joint Filings. the Undersigned Further Agree That Each Party Hereto Is Responsible for Timely Filing of Such Statement on Schedule 13d and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein; Provided That No Party Is Responsible for the Completeness or Accuracy of the Information Concerning the Other Party, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. This Agreement May Be Executed in One or More Counterparts, Each of Which Shall Be Deemed to Be an Original Instrument, but All of Such Counterparts Together Shall Constitute but One Agreement. [Signature Page Follows] <page> 2 in Evidence Thereof the Undersigned, Being Duly Authorized, Hereby Execute This Joint Filing Agreement This 30th Day of April, 2001. Newcourt Capital USA Inc. By: /S/ Daniel M. Morash Name: Daniel M. Morash Its: Managing Director the Cit Group, Inc. By: /S/ William M. O'GRADY Name: William M. O'GRADY Its: Executive Vice President and Chief Administrative Officer