Exhibit 10.20
ExecutionVersion
SECONDAMENDMENTTOCREDITAGREEMENT
ThisSECONDAMENDMENT(the“Amendment”),datedasofJune12,2025,isexecuted 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, “AdministrativeAgent”),MN8DevCo3LLC,aDelawarelimitedliabilitycompany(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. Capitalizedterms usedbut nototherwise defined herein shallhave themeanings ascribedto such terms in the Credit Agreement (as defined below).
RECITALS
A. The Borrowers have entered into that certain Credit Agreement, dated as of December31,2024(asmaybefurtheramended,amendedandrestated,modifiedorsupplemented fromtimetotime,the“CreditAgreement”),withthefinancialinstitutionsfromtimetotimeparty theretoaslenders(the“Lenders”)andasissuersoflettersofcredit,AdministrativeAgent,Natixis, NewYorkBranch,initscapacityasthecollateralagentfortheSecuredParties(asdefinedtherein) (togetherwithitssuccessors,designeesandassignsinsuchcapacity,“CollateralAgent”),andthe 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 Lendersfromtimetotime,the“ConsentDeadline”)or,solelyinthecaseoftheO&MAgreements 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,thatotherthanwithrespecttoO&MAgreements,MasterServicesAgreements, PowerPurchaseAgreements,EPCContracts,TransformerPurchaseAgreements(totheextentnot 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. CertainconsentssetforthinSchedule6.1(d)totheCreditAgreementhavenotbeen deliveredbytheConsentDeadline,asrequiredunderSection7.25(a)oftheCreditAgreement(the “Consent Default”).
D. TheBorrowershaverequestedthattheAdministrativeAgent(actingontheelection oftheRequiredLenders)andtheAdministrativeAgentandtheRequiredLendersagreetoawaiver of the Consent Default (the “Requested Waivers”).
E. Section 12.20 of the Credit Agreement permits any provision of the Credit Agreementtobeamendedorwaivedifsuchamendmentorwaiverisinwritingandsignedbythe Borrower and the Required Lenders.
F. The Borrowers request that the Required Lenders agree to amend the Credit AgreementtoextendeachoftheConsentDeadlineunderSection7.25(a)oftheCreditAgreement to July 1, 2025 as set forth below.
G. TheundersignedLendersconstitutingtheRequiredLendersandtheAdministrative Agent have agreed to such amendments and waiver 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:
1. Amendment.Effective as of the Second Amendment Effective Date, the Borrowers, the Administrative Agent and the undersigned Lenders constituting the Required Lenders hereby agree that Section 7.25(a)of the Credit Agreement is hereby deleted in their entirety and amended and restated as follows:
“(a)OnorpriortoJuly1,2025or,solelyinthecaseoftheO&MAgreementsandMasterServices Agreements, concurrently with the execution of such O&M Agreement or Master Services Agreement,BorrowershalldelivertothedelivertotheAdministrativeAgent,eachoftheConsents setforthinSchedule6.1(d)informandsubstancereasonablysatisfactorytotheRequiredLenders; 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.”
2. Waiver. The Administrative Agent and Required Lenders hereby agree and consent to the Requested Waivers.
3. Representations and Warranties.Immediately after giving effect to this Amendment, the Borrowers hereby represent and warrant that:
(a) NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof.
(b) EachrepresentationandwarrantysetforthinArticle5oftheCredit AgreementistrueandcorrectinallmaterialrespectsasoftheSecondAmendmentEffectiveDate (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 andwarrantiesarequalifiedbymateriality,suchrepresentationsandwarrantiesaretrueandcorrect inallrespectsonandasoftheSecondAmendmentEffectiveDate(or,ifstatedtohavebeenmade on or as of an earlier date, were true and correct in all respects on or as of such earlier date).
4. Effectiveness.This Amendment shall be effective on the date (the “Second Amendment Effective Date”) that this Amendment has been executed by each of the Borrowers, theLendersthatconstitutetheRequiredLendersandtheAdministrativeAgent(whichmayinclude
acopytransmittedbyfacsimileorPDForotherelectronicmethod),anddeliveredtotheAdministrative Agent.
5. CreditDocument.ThisAmendmentconstitutesa“CreditDocument”forpurposes of the Credit Agreement.
6. 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.
7. Headings.All headings in this Amendment are included only for convenience and easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.
8. 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.
9. 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.
10. 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 GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, 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,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor other Signature Law due to the character or intended character of the writings.
11. 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 and waiver granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such amendment and waiver shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such amendment and waiver 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 provisionscontainedinanyCreditDocument,andnothinghereinshallabrogate,prejudice,
diminishorotherwiseaffectanypowers,rights,remediesorobligationsofanyPersonarising before the date of this Amendment.
12. DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects theAdministrativeAgentto,ontheSecondAmendmentEffectiveDate,executethisAmendment. The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.
[SIGNATUREPAGESTOFOLLOW]
INWITNESSWHEREOF,theundersigned,bytheir officersthereuntodulyauthorized, have duly executed this Amendment as of the date first written above.
| MN8DEVCO 3LLC, | ||||||||
| By: /s/ Geoff Lambert | ||||||||
| Name: Geoff Lambert | ||||||||
| Title: Authorized Signatory | ||||||||
| MN8 BLEEKER LLC, | ||||||||
| By:/s/ Geoff Lambert | ||||||||
| Name: Geoff Lambert | ||||||||
| Title: Authorized Signatory |
SIGNATUREPAGETOMN8SECONDAMENDMENTTOCREDITAGREEMENT
| NATIXIS, NEW YORK BRANCH, | ||||||||
| as Administrative Agent | ||||||||
| By: | /s/ Daniel Fahey | |||||||
| Name: Daniel Fahey | ||||||||
| Title: Director | ||||||||
| By: /s/ Lisa Wong | ||||||||
| Name: Lisa Wong | ||||||||
| Title: Director |
SIGNATUREPAGETOMN8SECONDAMENDMENTTOCREDITAGREEMENT
| NATIXIS, NEW YORK BRANCH, | ||||||||
| as a Lender | ||||||||
| By: /s/ Bhuvan Jain | ||||||||
| Name: | Bhuvan Jain | |||||||
| Title: | Executive Director | |||||||
| By:/s/ Arlind Aligaj | ||||||||
| Name: | Arlind Aliaj | |||||||
| Title: | Vice President |
SIGNATUREPAGETOMN8SECONDAMENDMENTTOCREDITAGREEMENT
| HSBC BANK USA N.A., | ||||||||
| as a Lender | ||||||||
| By: /s/ Karun Chopra | ||||||||
| Name: Karun Chopra: 23341 | ||||||||
| Title: Director, HSBC Infrastructure Finance |
SIGNATUREPAGETOMN8SECONDAMENDMENTTOCREDITAGREEMENT