Document

Exhibit 10.29

RELEASE AND FIFTH OMNIBUS AMENDMENT

This RELEASE AND FIFTH OMNIBUS AMENDMENT (the “Agreement”), dated as of December 9, 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”), Natixis, New York Branch, in its capacity as the collateral agent for the Secured Parties (together with its successors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, in its capacity as the depositary (together with its successors, designees and assigns in such capacity, “Depositary”), Natixis, New York Branch, in its capacity as the LC issuer (together with its successors, designees and assigns in such capacity, “LC Issuer”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower 2”, and together with the Devco Borrower and the Opco Borrower 1, the “Borrowers”), MN8 Bleeker LLC, a Delaware limited liability company, (the “Existing OpCo 1 Pledgor”), MN8 Bleeker 2 HoldCo LLC, a Delaware limited liability company (“MN8 Bleeker 2 HoldCo”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (the “American Beech TE Partnership”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie BX LLC, a Delaware limited liability company (the “Prairie TE Partnership”), Prairie Solar 1, LLC, a Delaware limited liability company (the “Prairie Project Company”) MN8 FMG LLC, a Delaware limited liability company (the “Bluebird TE Partnership”), American Beech Class B LLC, a Delaware limited liability company (the “Class B Member (American Beech)”) and Prairie Class B LLC, a Delaware limited liability company (the “Class B Member (Prairie)”, and collectively with the Borrowers, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Bluebird Solar Investments, Prairie TE Partnership, Prairie Project Company, the Bluebird TE Partnership and Class B Member (American Beech), Existing OpCo 1 Pledgor, and MN8 Bleeker 2 HoldCo, the “Borrower Entities”), MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), 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) or that certain payoff letter by and among the Borrowers, Existing OpCo 1 Pledgor, the Lenders, the Administrative Agent, and the Collateral Agent dated December 9, 2025 (the “Payoff letter”).

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,

that certain Seventh Amendment and Consent to Credit Agreement, dated as of September 2, 2025, that certain Waiver Number 2 and Eighth Amendment to Credit Agreement, dated as of October 14, 2025, that certain Consent and Third Omnibus Amendment, dated as of November 3, 2025, and that certain Fourth Omnibus Amendment, dated as of November 24, 2025, (as may be further amended, amended and restated, modified or supplemented from time to time, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Agreement and 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, Collateral Agent, and the other agents and persons from time to time party thereto.

B.WHEREAS, the Borrowers have entered into that certain Amended and Restated Depositary Agreement, dated as of July 9, 2025, as amended by that certain Consent and Third Omnibus Amendment, dated as of November 3, 2025, and that certain Fourth Omnibus Amendment, dated as of November 24, 2025 (the “Existing Depositary Agreement” and the Existing Depositary Agreement, as amended by this Agreement and as may be further amended, amended and restated, modified or supplemented from time to time, the “Depositary Agreement”).

C.WHEREAS, Existing OpCo 1 Pledgor has entered into that certain Pledge Agreement, dated as of July 9, 2025 (the “Existing Opco 1 Pledge Agreement”), with the Collateral Agent.

D.WHEREAS, in connection with the Bluebird Bond 4 Release Date (as defined in the Payoff Letter), the Borrower Entities intend that (i) the Existing Credit Agreement be amended to remove OpCo Borrower 1 as a Borrower thereunder, (ii) the Existing Security Agreement be amended to remove OpCo Borrower 1 as a “Grantor” thereunder, (iii) the Existing Depositary Agreement be amended to remove OpCo Borrower 1 as a party thereunder, and (iv) the Existing Opco 1 Pledge Agreement be terminated and the lien granted by Existing OpCo 1 Pledgor thereunder be released (the “Existing Opco 1 Pledgor Release”).

E.WHEREAS, pursuant to Section 12.20(a) of the Credit Agreement, any amendment to the Credit Documents requires such amendment to be signed by (i) Borrower, (ii) the Required Lenders, and (iii) if the rights and duties of any Agent, the Depositary or any LC Issuer are affected thereby, such Agent, the Depositary or such LC Issuer.

F.WHEREAS, pursuant to Section 12.20(a)(ii) of the Credit Agreement, Borrowers shall not release or substitute all or substantially all of the Collateral, release or substitute any guaranties under any of the Secured Documents, or allow the release of funds from any Borrower Account for purposes of making a Restricted Payment, in each case other than in accordance with the terms of the Credit Agreement or the applicable Credit Documents, without consent of each Lender.

G.WHEREAS, pursuant to Section 12.20 of the Existing Credit Agreement, the consent of all Lenders and the LC Issuer is required to effect the proposed amendments comprised of the Existing Opco 1 Pledgor Release and the amendments set forth in Section 2(d) and termination of certain Credit Documents.

H.WHEREAS, the Borrowers request that the Lenders, the LC Issuer, the Administrative Agent and the Collateral Agent consent and agree to (i) the Existing Opco 1 Pledgor Release, (ii) the amendment of the Credit Agreement, the Depositary Agreement, and the Security Agreement, and (iii) the termination of the Existing Opco 1 Pledge Agreement, in each case as set forth below.

I.WHEREAS, the undersigned Lenders constituting all Lenders and the LC Issuer desire to consent and agree to (i) the Existing Opco 1 Pledgor Release, (ii) the amendment of the Credit Agreement, the Depositary Agreement, and the Security Agreement comprised of the Existing Opco 1 Pledgor Release and the amendments set forth in Section 2(d), and (iii) the termination of the Existing Opco 1 Pledge Agreement, in each case 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 AND RELEASE

1.Consent and Agreement. Effective as of the Bluebird Bond 4 Release Date, and upon occurrence of the Payoff (as such terms are defined in the Payoff Letter), the undersigned Lenders (constituting all Lenders) and the LC Issuer consent to (i) the Existing Opco 1 Pledgor Release, (ii) the amendment of the Credit Agreement, the Depositary Agreement, and the Security Agreement comprised of the Existing Opco 1 Pledgor Release and the amendments set forth in Section 2(d), and (iii) the termination of the Existing Opco 1 Pledge Agreement.

2.Releases. Effective as of the Bluebird Bond 4 Release Date, and upon occurrence of the Payoff (as such terms are defined in the Payoff Letter):

(a)Administrative Agent, Collateral Agent, the LC Issuer and the Lenders (constituting all Lenders) hereby release OpCo Borrower 1 from its obligations as a Borrower under the Existing Credit Agreement and the other Credit Documents;

(b)Collateral Agent (acting at the direction of the Secured Parties) hereby releases its Lien on the Collateral of OpCo Borrower 1 under the Existing Security Agreement and releases OpCo Borrower 1 from any and all of its obligations under the Existing Security Agreement. Collateral Agent (acting at the direction of the Secured Parties) hereby further agrees that the obligations of OpCo Borrower 1 under the Existing Security Agreement are hereby terminated in full with no further action required by any party. In furtherance thereof, Collateral Agent hereby authorizes the filing by OpCo Borrower 1 or any designee thereof of any UCC termination statement or other filings necessary to terminate or release, as of record, any security

interests and all notices of security interests and liens previously filed with respect to OpCo Borrower 1 under the Credit Documents;

(c)Collateral Agent (acting at the direction of the Secured Parties) hereby releases its Lien on the Collateral under the Existing Opco 1 Pledge Agreement and releases Existing OpCo 1 Pledgor from any and all of its obligations under the Existing Opco 1 Pledge Agreement. Collateral Agent and the Existing Opco 1 Pledgor hereby further agrees that the Existing Opco 1 Pledge Agreement (and all pledges, security interests and liens granted thereunder) is hereby terminated in full with no further action required by any party. In furtherance thereof, Collateral Agent hereby authorizes the filing by Existing OpCo 1 Pledgor or any designee thereof of any UCC termination statement including the UCC-3 termination statements attached as Attachment A to the Payoff Letter, or other filings necessary to terminate or release, as of record, any security interests and all notices of security interests and liens previously filed with respect to Existing OpCo 1 Pledgor under the Credit Documents; and

(d)Administrative Agent, Collateral Agent, the LC Issuer and the Lenders (constituting all Lenders) agree that the Bluebird project shall no longer constitute a “Project” for purposes of the Credit Agreement and the other Credit Documents and all references to the Bluebird Project in the Credit Documents shall be disregarded entirely.

3.Representations and Warranties. Each Borrower Entity hereby represents and warrants 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 Agreement; and

(b)each representation and warranty set forth in Section 5 of the Existing Credit Agreement and in Article 2 of the Depositary Agreement is true and correct in all material respects as of the date hereof (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 date hereof (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 corporate, limited liability company or partnership (as applicable) power and authority to execute, deliver and perform this Agreement. 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 Agreement (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, 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 Agreement does 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’s 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.Representations and Warranties (Sponsor). The Sponsor hereby represents and warrants that:

(a)It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)It has full power and authority to conduct its business as now conducted and as proposed to be conducted by it and to execute, deliver and perform its obligations under this Agreement.

(c)All necessary action on its part required to authorize the execution, delivery and performance of this Agreement has been duly and effectively taken.

(d)This Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law), except to the extent such relief has been lawfully waived pursuant to the terms of this Agreement.

(e)None of the execution, delivery or performance by it of this Agreement violates or constitutes a default or requires consent (except for such consents that have been obtained) by any other Person under its organizational documents, any material law applicable to such Person or any Project, or any other material contractual obligation to which it is a party.

(f)No material consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority is required to be obtained by it in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than those consents, authorizations and filings which have been obtained and which are in full force and effect or those acts which have been done.

5.Reaffirmation of Security. Each Borrower Entity and Sponsor 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 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 Agreement constitutes a “Credit Document” for purposes of the Credit Agreement. From and after the date hereof, all references to the Credit Agreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Agreement. From and after the date hereof, all references to the Depositary Agreement in the Credit Documents shall be deemed to refer to the Depositary Agreement as amended by this Agreement. From and after the date hereof, all references to the Security Agreement in the Credit Documents shall be deemed to refer to the Security Agreement as amended by this Agreement.

7.Governing Law. This Agreement, 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 Agreement 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 Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns.

11.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.

12.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

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 Agreement.

14.Direction to Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the date hereof, 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.

15.Direction to the Collateral Agent. Each of the undersigned Lenders and the Administrative Agent hereby directs the Collateral Agent to, on the date hereof, execute this Agreement. The Collateral Agent shall have all of the rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

16.Direction to the Depositary. Each of the undersigned Lenders and the Administrative Agent hereby directs the Depositary to, on the date hereof, execute this Agreement. The Depositary shall have all of the rights, privileges and immunities afforded to it as Depositary under the Depositary Agreement.

[SIGNATURE PAGES TO FOLLOW]

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