Exhibit 10.26
WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT
This Waiver Number 2 and Eighth Amendment to Credit Agreement (this “Agreement”), dated as of October 14, 2025, is executed by and among 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 FMG Class B LLC, a Delaware limited liability company (“Opco Borrower 1”), MN8 Bleeker 2 LLC, a Delaware limited liability company, (“Opco Borrower 2”, and together with the Devco Borrower and Opco Borrower 1, the “Borrowers”), and the Lenders party hereto (constituting all Lenders).
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, that certain Consent and Omnibus Amendment, dated as of June 13, 2025, that certain Consent and Amendment, dated as of June 23, 2025, that certain Release, Joinder, Consent and Fifth Amendment, dated as of July 9, 2025, that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025, and that certain Seventh Amendment and Consent to Credit Agreement, dated as of September 2, 2025, 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 Lenders (together with its successors, designees and assigns in such capacity, Collateral Agent”), and the other agents and persons from time to time party thereto (the “Existing Credit Agreement”).
B.WHEREAS, Lenders constituting the Required Lenders previously executed that certain Consent and Waiver, dated as of April 23, 2025.
C.WHEREAS, the Borrowers have requested that (i) the Existing Credit Agreement be amended, and (ii) that any Default or Event of Default under the Existing Credit Agreement that has occurred solely as a result of the failure of the Back-Leverage Date (as defined in the Existing Credit Agreement) for the Bluebird Project to have occurred on or before the Project Completion Date (as defined in the Existing Credit Agreement) for the Bluebird Project be waived, in each case, in the manner set forth herein.
D.WHEREAS, subject to certain exceptions not applicable to the amendment and waiver provided for herein, Section 12.20(a) of the Existing Credit Agreement permits any provision of the Credit Documents to be amended or waived if such amendment or waiver is in writing and signed by the Borrower and the Required Lenders.
E.WHEREAS, pursuant to Section 12.20(a)(iii)(B) of the Existing Credit Agreement, the consent of each Lender adversely effected thereby is required to modify any condition precedent to any Credit Event.
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F.WHEREAS, the undersigned Lenders (constituting all Lenders) have agreed to such amendment and waiver to the Existing 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:
WAIVER AND AMENDMENT
1.Definitions. Capitalized terms used and not defined herein shall have the meaning given to them in the Existing Credit Agreement, unless otherwise stated.
2.Amendments. The Borrowers and the undersigned Lenders (constituting all Lenders) hereby agree that the Existing Credit Agreement is hereby amended as follows (the Existing Credit Agreement as so amended, the “Credit Agreement”):
(a)Section 1.1 of the Existing Credit Agreement is hereby amended to insert the text shown below in bold underlined italics to the definition of “Project Completion Date”:
Project Completion Datemeans, the earliest of (i)(a) with respect to the American Beech Project, May 31, 2026, (b) with respect to the Bluebird Project, December 31, 2025, and (c) with respect to the Prairie Project, June 30, 2026, (ii)(x) with respect to the Bluebird Project, thirty-one (31) days prior to the Completion Deadline, as defined in the Bluebird Development and Purchase Agreement, and (y) with respect to the Prairie Project and American Beech Project, sixty (60) days prior to the “Completion Deadline”, “Commitment Expiration Date” or similar term as defined in the Tax Equity Documents or TC Structure Documents, as applicable, for such Project (such date, the “Tax Document Deadline”), as such date is actually extended under the applicable Tax Equity Documents or TC Structure Documents and (iii) sixty (60) days prior to the Guaranteed Completion Date, for such Project, as such date is actually extended under the applicable Power Purchase Agreements.
(b)Section 6.2(o) of the Existing Credit Agreement is hereby amended to insert the text shown below in bold underlined italics:
(o) Tax Equity. To the extent that a Tax Equity Arrangement or Tax Credit Transfer Arrangement (other than a Tax Credit Transfer Agreement (Class A)) is in effect with respect to a Project, (i) no event has occurred that would preclude any of the applicable Project Group Members from fulfilling the conditions precedent to the SC Funding Date on or prior to the Project Completion Date (or, in the case of the Bluebird Project, fourteen (14) days after the Project Completion Date), (ii) to the extent that a Tax Credit Transfer Arrangement is in effect with respect to such Project, no event has occurred that would preclude any of the applicable Project Group Members from fulfilling the conditions precedent to the payment date under
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the Tax Credit Transfer Documents on or prior to the Project Completion Date and (iii) the aggregate capital contributions to be made by the applicable Tax Equity Investors under the applicable Tax Equity Documents or the aggregate payments to be made by the applicable Tax Credit Buyers under the applicable Tax Credit Transfer Documents, as applicable, are reasonably expected to be sufficient to repay all outstanding Bridge Loans and Upsize Bridge Loans (together with all Bridge Loans and Upsize Bridge Loans expected to be drawn) with respect to the applicable Project by the applicable Maturity Date.
(c)Section 9.1(t) of the Existing Credit Agreement is hereby amended to insert the text shown below in bold underlined italics:
(t) Back-Leverage Date. The Back-Leverage Date for a Project has not occurred prior to the applicable Project Completion Date; provided, however, that, notwithstanding the foregoing, no Event of Default shall occur with respect to the Bluebird Project so long as (i) Completion occurs with respect thereto on or before the Project Completion Date for the Bluebird Project, and (ii) the SC Funding Date occurs on or before the fourteenth (14th) day following the Project Completion Date for the Bluebird Project .
3.Limited Waiver. Subject to the terms and conditions set forth herein, the undersigned Lenders (constituting all Lenders) hereby waive any Default or Event of Default under the Existing Credit Agreement that has occurred on or prior to the Effective Date (prior to giving effect to this Agreement) solely as a result of the failure of the Back-Leverage Date (as defined in the Existing Credit Agreement) for the Bluebird Project to have occurred on or before the Project Completion Date (as defined in the Existing Credit Agreement) for the Bluebird Project (the “Limited Waiver”). For the avoidance of doubt, this Limited Waiver shall not be deemed to waive any Default or Event of Default that arises under the Credit Agreement on or after the Effective Date (after giving effect to this Agreement).
4.Effectiveness. This Agreement shall be effective on the date (the Effective Date”) on which each of the following conditions shall have been satisfied to the satisfaction of the undersigned Lenders (constituting all Lenders):
(a)receipt by each of the parties hereto of an executed counterpart of this Agreement from each of the Borrowers and each of the undersigned Lenders (constituting all Lenders) (which may include a copy transmitted by facsimile or PDF or other electronic method); and
(b)the representations and warranties set forth in Section 5 are true and correct as of the Effective Date, other than as may be cured by this Agreement.
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5.Representations and Warranties. Each Borrower hereby represents and warrants that:
(a)no Default or Event of Default has occurred and is continuing as of the date hereof, other than as may be cured by this Agreement, or would result from the execution, delivery of performance of this Agreement; and
(b)each representation and warranty set forth in Article 5 of the Existing Credit Agreement is true and correct in all material respects 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 on or as of such earlier date), other than as may be cured by this Agreement; 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 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).
6.Credit Document. This Agreement constitutes a “Credit Document” for purposes of the Credit Agreement. From and after the 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 Agreement.
7.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.
8.Headings. All headings in this Agreement are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.
9.Binding Nature and Effect. This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.
10.Counterparts. This Agreement 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.
11.Electronic Execution. This Agreement 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
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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.
12.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 waiver and amendment granted herein shall apply solely to the matters set forth herein and to the extent expressly set forth herein and such waiver and amendment shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such waiver 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 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 Agreement.
13.Direction to the Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the Effective Date, execute this Agreement. 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]
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IN WITNESS WHEREOF, the undersigned, by their officers thereunto duly authorized, have duly executed this Agreement as of the date first written above.
MN8 DEVCO 3 LLC
By:/s/ Jon Yoder
Name:Jon Yoder
Title:Authorized Signatory
MN8 FMG CLASS B LLC,
By:/s/ Jon Yoder
Name:Jon Yoder
Title:Authorized Signatory
MN8 BLEEKER 2 LLC,
By:/s/ Jon Yoder
Name:Jon Yoder
Title:Authorized Signatory
SIGNATURE PAGE TO WAIYER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


NATIXIS, NEW YORK BRANCH,
as Administrative Agent
By:/s/ Daniel Fahey
Name:Daniel Fahey
Title:Director
By:/s/ Frederic Bouley
Name:Frederic Bouley
Title:Director
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


NATIXIS, NEW YORK BRANCH,
as a Lender
By:/s/ James B. Kaiser
Name:James Kaiser
Title:Managing Director
By:/s/ Eva Cayrac
Name:Eva Cayrac
Title:Vice President
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


HSBC BANK USA N.A.,
as a Lender
By:/s/ Karun Chopra
Name:Karun Chopra, 23341
Title:Director, HSBC Infrastructure Finance
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


SOCIÉTÉ GÉNÉRALE,
as a Lender
By:/s/ Stephania Vasilieva
Name:Stephania Vasilieva
Title:Vice-President
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


ZIONS BANCORPORATION,
as a Lender
By:/s/ Jack Scanlon
Name:Jack Scanlon
Title:Authorized Signatory
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


TEXAS CAPITAL BANK,
as a Lender
By:/s/ Leila Z. Aloi
Name:Leila Z. Aloi
Title:Managing Director
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT


BANCO DE SABADELL, S.A. MIAMI BRANCH,
as a Lender
By:/s/ Enrique Castilio
Name:Enrique Castilio
Title:Head of Corporate Banking
SIGNATURE PAGE TO WAIVER NUMBER 2 AND EIGHTH AMENDMENT TO CREDIT AGREEMENT