CONSENT AND AMENDMENT
This CONSENT AND AMENDMENT (the “Consent and Amendment”), dated as of June 23, 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, American Beech Solar LLC, a limited liability company duly formed and validly existing under the laws of the State of North Carolina (the “American Beech Project Company”), Bluebird Solar LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (the “Bluebird IRB SPV”), Prairie Solar Holdings LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Prairie Holdings”), Prairie Solar 1, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Prairie Project Company”), MN8 FMG Class B LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “FMG Class B Member”), MN8 FMG LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Bluebird TE Partnership”), MN8 Energy Development Company LLC, a Delaware limited liability company (“DevCo Pledgor”), MN8 Portfolio IV LLC, a Delaware limited liability company (“OpCo Pledgor” and together with the Borrowers, American Beech Project Company, Bluebird Project Company, Bluebird IRB SPV, Prairie Holdings, Prairie Project Company, FMG Class B Member, Bluebird TE Partnership and the DevCo Pledgor, the “Borrower Entities” and each a “Borrower Entity”). 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.WHEREAS, the Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025, that certain Second Amendment to Credit Agreement, dated June 12, 2025 and that certain Consent and Omnibus Amendment to Credit Agreement, dated June 13, 2025 (the “Existing Credit Agreement” and, as further amended, restated, extended, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Consent and Amendment, 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, Collateral Agent, and the other agents and persons from time to time party thereto.
B.WHEREAS, that certain Renewable Energy Product Purchase Agreement, dated as of September 26, 2023, by and between Prairie Solar 1, LLC, a Delaware limited liability project company (the “Prairie Project Company”) and Akamai Technologies, Inc., a Delaware corporation (“Akamai”), is a Project Document under the Existing Credit Agreement.
C.WHEREAS, the Prairie Project Company wishes to enter into that certain First Amendment to Renewable Energy Product Purchase Agreement, by and between Prairie Project Company and Akamai (the “Akamai PPA Amendment”).
D.WHEREAS, pursuant to Section 8.13 of the Credit Agreement, the consent of the Required Lenders is required for the applicable Project Group Members to enter into an amendment of any Project Document, subject to certain exceptions.
E.WHEREAS, Bluebird Solar LLC (the “Bluebird Project Company”) wishes to enter into that certain Virtual Power Purchase Agreement, by and between Bluebird Project Company and Statkraft US LLC (the “Statkraft PPA”).
F.WHEREAS, Section 8.12 of the Credit Agreement restricts the Borrowers and Project Group Members from entering into any Additional Project Documents without the prior written consent of the Required Lenders; provided, however, that, to the extent the Required Lenders approve the execution of each such Additional Project Document, the Borrowers shall use commercially reasonably efforts to also deliver to the Required Lenders a consent to collateral assignment of each such Additional Project Document in form and substance reasonably satisfactory to the Required Lenders.
G.WHEREAS, in connection with the execution of the Akamai PPA Amendment, the Borrowers wish to amend certain provisions of the Existing Credit Agreement.
H.WHEREAS, the Borrowers wish to obtain an increase of the existing LC Commitment in an aggregate amount of $3,962,302, pursuant to Section 2.4 of the Credit Agreement and which shall be provided by the LC Issuer and effective on the Amendment Effective Date pursuant to the terms and conditions set forth herein.
I.WHEREAS, pursuant to Section 12.20 of the Credit Agreement, the consent of all Lenders is required for the Borrower to enter into any amendment or waiver that shall increase any Commitment of any Lender, subject to certain exceptions.
J.WHEREAS, the Borrowers request that (i) the Required Lenders consent to the execution and delivery by the parties thereto of the Akamai PPA Amendment and the Statkraft PPA and (ii) all Lenders and the Administrative Agent agree to amend the Credit Agreement as set forth below.
K.WHEREAS, the undersigned Lenders constituting all Lenders have agreed to such consents and 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:
CONSENT AND AMENDMENT
1.Consent.
(a)Pursuant to Section 8.13 of the Existing Credit Agreement, as of the Amendment Effective Date, the undersigned Lenders (constituting the Required Lenders) consent to the execution of the Akamai PPA Amendment by the Prairie Project Company.
(b)Pursuant to Section 8.12 of the Existing Credit Agreement, as of the Amendment Effective Date, the undersigned Lenders (constituting the Required Lenders) consent to the execution of the Statkraft PPA by the Bluebird Project Company.
2.Amendment. Effective as of the Amendment Effective Date, the Borrowers, the Administrative Agent and the undersigned Lenders constituting all Lenders hereby agree as follows:
(a)Section 2.4(a)(i) of the Existing Credit Agreement is hereby amended by deleting the reference to “fifty million, two hundred sixty-seven thousand, seven hundred eighty-five Dollars ($50,267,785)” and replacing it with “fifty-four million, two hundred thirty thousand, eighty-seven Dollars ($54,230,087)”.
(b)Schedule 1.1(a) (Commitments) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit A hereto.
(c)Schedule 12.22(a) (Project Commitments) to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit B hereto.
3.Representations and Warranties. The Borrower Entities hereby represent and warrant that:
(a)No Default or Event of Default has occurred and is continuing as of the date hereof or would result from the execution, delivery of performance of this Consent and Amendment.
(b)Each representation and warranty set forth in Article 5 of the Credit Agreement and in Article III of the Security Agreement and each Pledge 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).
(c)Each Borrower Entity is duly organized and validly existing, has all requisite limited liability power and authority to execute, deliver and perform this Consent and Amendment. Each Borrower Entity is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(d)This Consent and Amendment (a) has been duly authorized, executed and delivered by each Borrower Entity; and (b) when executed and delivered by each Borrower Entity and each of the other parties thereto will be the legal, valid and binding obligation of such Borrower Entity, enforceable against such Borrower Entity in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e)The execution, delivery and performance by each Borrower Entity of this Consent and Amendment do not and, to the Knowledge of such Borrower Entity, will not (a) violate any Applicable Law or Governmental Approval in any material respect, (b) violate any provision of the Organizational Documents of such Borrower Entity, (c) violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower Entity or such Borrower Entity assets, or give rise to a right thereunder to require any material payment to be made by such Borrower Entity or (d) except for the Liens created pursuant to the Credit Documents, result in the creation or imposition of any Lien on any asset of such Borrower Entity.
4.Effectiveness. This Consent and Amendment shall be effective on the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the Administrative Agent and all the Lenders:
(a)Receipt by the Administrative Agent of an executed counterpart of this Consent and Amendment from each of the Borrower Entities, all Lenders and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).
(b)Delivery to the Administrative Agent of a copy of certified true, complete and correct executed copy of the Akamai PPA Amendment substantially in the form attached hereto as Exhibit C, which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.
(c)Delivery to the Administrative Agent of a copy of certified true, complete and correct executed copy of the Statkraft PPA substantially in the form attached hereto as Exhibit D, which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.
(d)Delivery to the Administrative Agent of a copy of one or more resolutions or other authorizations of each Borrower Entity certified by a responsible officer of each such entity as being in full force and effect on the Amendment Effective Date, authorizing the execution, delivery and performance of this Consent and Amendment.
(e)Delivery to the Administrative Agent of a certificate from the Borrower Entities signed by a responsible officer of each such entity and dated as of the Amendment Effective Date, as to the incumbency of the natural persons authorized to execute and deliver this Consent and Amendment.
(f)Payment of all fees, costs and other expenses (including all reasonable out-of-pocket costs, fees and expenses (including legal expenses)) and all other amounts then due and payable by the Borrowers pursuant to the Credit Documents.
(g)The representations and warranties set forth in Section 3 are true and correct as of the Amendment Effective Date.
(h)No Default or Event of Default has occurred and is continuing as of the date hereof or would result from the execution, deliver and performance of this Consent and Amendment.
5.Reaffirmation of Security. Each Borrower Entity hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Credit Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Consent Amendment or any of the transactions contemplated hereby and (b) confirms the security interests in the Collateral granted by it pursuant to the applicable Security Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.
6.Credit Document. This Consent and Amendment constitutes a “Credit Document” for purposes of the Credit Agreement. From and after the Amendment Effective Date, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Consent and Amendment.
7.Governing Law. This Consent and Amendment, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.
8.Miscellaneous. Sections 12.27 (Governing Law), Sections 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.
9.Headings. All headings in this Consent and Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.
10.Binding Nature and Effect. This Consent and Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.
11.Counterparts. This Consent and 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.
12.Electronic Execution. This Consent and 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.
13.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 consent and amendment granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such consent and amendment shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and 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 Consent and Amendment.
14.Direction to Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the Amendment Effective Date, execute this Consent and 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 Consent and Amendment as of the date first written above.
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| MN8 DEVCO 3 LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| MN8 BLEEKER LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| AMERICAN BEECH SOLAR LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| BLUEBIRD SOLAR LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| BLUEBIRD SOLAR INVESTMENTS LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| PRAIRIE SOLAR HOLDINGS LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| PRAIRIE SOLAR 1 LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| MN8 FMG CLASS B LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| MN8 FMG LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
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| MN8 ENERGY DEVELOPMENT COMPANY LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| MN8 PORTFOLIO IV LLC, |
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| By: /s/ David Callen |
| Name: David Callen |
| Title: Authorized Signatory |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| NATIXIS, NEW YORK BRANCH, |
| as Administrative Agent |
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| By: /s/ Daniel Fahey |
| Name: | Daniel Fahey |
| Title: | Director |
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| By: /s/ Hana Beckles |
| Name: | Hana Beckles |
| Title: | Director |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| NATIXIS, NEW YORK BRANCH, |
| as a Lender |
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| By: /s/ Bhuvan Jain |
| Name: | Bhuvan Jain |
| Title: | Executive Director |
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| By: /s/ Arlind Aliaj |
| Name: | Arlind Aliaj |
| Title: | Vice President |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| HSBC BANK USA N.A., |
| as a Lender |
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| By: /s/ Karun Chopra |
| Name: | Karun Chopra: 23341 |
| Title: | Director, HSBC Infrastructure Finance |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| TEXAS CAPITAL BANK, |
| as a Lender |
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| By: /s/ Leila Aloi |
| Name: Leila Aloi |
| Title: Managing Director |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| BANCO DE SABADELL, S.A. MIAMI BRANCH, |
| as a Lender |
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| By: /s/ Enrique Castillo |
| Name: Enrique Castillo |
| Title: Head of Corporate Banking |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| SOCIETE GENERALE, |
| as a Lender |
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| By: /s/ Karla Navas |
| Name: Karla Navas |
| Title: Vice President |
SIGNATURE PAGE TO MN8 CONSENT AND AMENDMENT TO CREDIT AGREEMENT
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| ZIONS BANCORPORATION, |
| as a Lender |
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| By: /s/ Jack Scanlon |
| Name: Jack Scanlon |
| Title: Authorized Signatory |