Document

Exhibit 10.19

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT (the “Amendment”), dated as of May 6, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees and assigns in such capacity, “Administrative Agent”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liability company (the “Opco Borrower”, and together with the Devco Borrower, the “Borrowers”), and the Lenders party hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A. The Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024 (as may be further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), with the financial institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of letters of credit, Administrative Agent, Natixis, New York Branch, in its capacity as the collateral agent for the Secured Parties (as defined therein) (together with its successors, designees and assigns in such capacity, “Collateral Agent”), and the other agents and persons from time to time party thereto.

B. Section 7.25(a) of the Credit Agreement requires the Borrowers to deliver each of the Consents set forth in Schedule 6.1(d) to the Credit Agreement to the Administrative Agent within 60 days after the Financial Closing Date (such deadline, as extended by the Required Lenders to 120 days after the Financial Closing Date on March 31, 2025, the “Consent Deadline”) or, solely in the case of the O&M Agreements and Master Services Agreements, concurrently with the execution of such O&M Agreement or Master Services Agreement, in form and substance reasonably satisfactory to the Required Lenders; provided, that other than with respect to O&M Agreements, Master Services Agreements, Power Purchase Agreements, EPC Contracts, Transformer Purchase Agreements (to the extent not substantially fully performed, other than warranty obligations) and Module Supply Agreements (to the extent not substantially fully performed, other than warranty obligations), the Borrower’s obligations under Section 7.25(a) of the Credit Agreement with respect to any Consent shall be satisfied if it has used commercially reasonable efforts to obtain such Consent.

C. Section 7.25(c) of the Credit Agreement requires the Borrowers to deliver a favorable opinion letter, in form and substance reasonably satisfactory to the Required Lenders, of legal counsel reasonably acceptable to the Administrative Agent, as special federal, state and local permitting counsel to the Loan Parties in connection with the American Beech Project to the Administrative Agent within 60 days after the Financial Closing Date (such deadline, as extended by the Required Lenders to 120 days after the Financial Closing Date on March 31, 2025, the “Legal Opinion Deadline”).

D. Section 7.25(d) of the Credit Agreement requires the Borrowers to deliver the Bluebird Title Policy, American Beech Title Policy and Prairie Title Policy, in substantially the same form and substance as the Pro Forma Title Policy for such Project, to the Administrative

Agent upon the earlier of (x)(i) with respect to the Bluebird Project, the date that is the earlier of (A) fifteen (15) days following the consent of the Lenders to the execution of the Tax Documents with respect to the Bluebird Project and (B) 60 days after the Financial Closing Date or (ii) with respect to the American Beech Project and the Prairie Project, the date that is 60 days after the Financial Closing Date and (y) the delivery of the same under the applicable ECCA (if applicable) (such deadlines, as each extended by the Required Lenders to May 1, 2025 on March 31, 2025, the “Title Policy Deadlines”).

E. Section 12.20 of the Credit Agreement permits any provision of the Credit Agreement to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.

F. The Borrowers request that the Required Lenders agree to amend the Credit Agreement to extend each of the Consent Deadline, the Legal Opinion Deadline and the Title Policy Deadlines under Sections 7.25(a), 7.25(c) and 7.25(d) of the Credit Agreement to June 1, 2025 as set forth below.

G. The undersigned Lenders constituting the Required Lenders and the Administrative Agent have agreed to such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

AMENDMENT

1. Amendment. Effective as of the Amendment Effective Date, the Borrowers, the Administrative Agent and the undersigned Lenders constituting the Required Lenders hereby agree that Sections 7.25(a), 7.25(c) and 7.25(d) of the Credit Agreement are hereby deleted in their entirety and amended and restated as follows:

“(a) On or prior to June 1, 2025 or, solely in the case of the O&M Agreements and Master Services Agreements, concurrently with the execution of such O&M Agreement or Master Services Agreement, Borrower shall deliver to the deliver to the Administrative Agent, each of the Consents set forth in Schedule 6.1(d) in form and substance reasonably satisfactory to the Required Lenders; provided, that other than with respect to O&M Agreements, Master Services Agreements, Power Purchase Agreements, EPC Contracts, Transformer Purchase Agreements (to the extent not substantially fully performed, other than warranty obligations) and Module Supply Agreements (to the extent not substantially fully performed, other than warranty obligations), the Borrower’s obligations under this Section 7.5(a) with respect to any Consent shall be satisfied if it has used commercially reasonable efforts to obtain such Consent.

(c) On or prior to June 1, 2025, Borrower shall deliver to the Administrative Agent, favorable opinion letters, in form and substance reasonably satisfactory to the

Required Lenders, of legal counsel reasonably acceptable to the Administrative Agent, as special federal, state and local permitting counsel to the Loan Parties in connection with the American Beech Project and the Prairie Project.

(d) With respect to the Bluebird Project, the American Beech Project and the Prairie Project, on or prior to June 1, 2025, Borrower shall deliver to the Administrative Agent a fully paid owner’s policy of title insurance with respect to such Project (the “Bluebird Title Policy”, “American Beech Title Policy” or the “Prairie Title Policy”, in substantially the same form and substance as the Pro Forma Title Policy for such Project and (b) to the extent required by the Title Insurer to issue the Title Policy, an updated ALTA Survey depicting any updates to the ALTA Survey from the versions provided to Required Lenders pursuant to Section 6.1(q). The Borrower shall also deliver to the Lenders any updates to the ALTA Survey made in connection with the Tax Documents.”

2. Representations and Warranties. Immediately after giving effect to this Amendment, the Borrowers hereby represent and warrant that:

(a) No Default or Event of Default has occurred and is continuing as of the date hereof.

(b) Each representation and warranty set forth in Article 5 of the Credit

Agreement is true and correct in all material respects as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality, such representations and warranties are true and correct in all respects on and as of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

3. Effectiveness. This Amendment shall be effective on the date (the “Amendment Effective Date”) that this Amendment has been executed by each of the Borrowers, the Lenders that constitute the Required Lenders and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method), and delivered to the Administrative Agent.

4. Credit Document. This Amendment constitutes a “Credit Document” for purposes of the Credit Agreement.

5. Governing Law. Sections 12.27 (Governing Law), 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

6. Headings. All headings in this Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.

7. Binding Nature and Effect. This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

9. Electronic Execution. This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

10. No Modification; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in full force and effect. The amendment granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such amendment shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such amendment apply to any other matters. Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

11. Direction to Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the Amendment Effective Date, execute this Amendment. The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the undersigned, by their officers thereunto duly authorized, have duly executed this Amendment as of the date first written above.


			MN8 DEVCO 3 LLC,


			By:			/s/ Geoff Lambert
			Name: Geoff Lambert
			Title: Authorized Signatory


			MN8 BLEEKER LLC,


			By:			/s/ Geoff Lambert
			Name: Geoff Lambert
			Title: Authorized Signatory