SIXTH OMNIBUS AMENDMENT
This SIXTH OMNIBUS AMENDMENT (the “Agreement”), dated as of February 23, 2026, is executed to be effective immediately 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”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), and MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower 2”, 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.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 (the “Second Omnibus Amendment”), 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 (the “Third Omnibus Amendment”), that certain Fourth Omnibus Amendment, dated as of November 24, 2025 (the “Fourth Omnibus Amendment”), and that certain Release and Fifth Omnibus Amendment, dated as of December 9, 2025 (the “Fifth Omnibus Amendment”) (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 the Third Omnibus Amendment, the Fourth Omnibus Amendment, and the Fifth Omnibus Amendment (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, subject to certain exceptions, Section 12.20 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.
D.WHEREAS, subject to certain exceptions, Section 12.20 of the Existing Credit Agreement allows the release of funds from any Borrower Account for purposes of making a Restricted Payment, other than in accordance with the terms of the Existing Credit Agreement, with the consent of each Lender.
E.WHEREAS, Section 8.4 of the Existing Depositary Agreement permits any provision of the Existing Depositary Agreement to be amended if such amendment is in writing and signed by the Borrowers, the Depositary, the Administrative Agent and the Collateral Agent.
F.WHEREAS, in connection with the SC Funding Date for the American Beech Project, which is taking place on or around the date hereof, the Borrowers request that (i) the Lenders, the Issuing Banks, the Administrative Agent and the Collateral Agent agree to amend the Existing Credit Agreement as set forth below and (ii) the Lenders, the Issuing Banks, the Administrative Agent, the Depositary, and the Collateral Agent agree to amend the Existing Depositary Agreement as set forth below.
G.WHEREAS, the undersigned Lenders constituting all Lenders have agreed to such consents and amendments to the Existing Credit Agreement and the Existing Depositary 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 date of this Agreement, the Borrower Entities, the Administrative Agent, the Collateral Agent, the Depositary (solely with respect to Sections 1(b) and 1(c)), the Issuing Banks, and the undersigned Lenders constituting all Lenders hereby agree as follows:
(a)The definition of “Minimum Equity Commitment” in Section 1.1 (Definitions) of the Existing Credit Agreement is hereby amended to amended to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):
“Minimum Equity Commitment” means the greater of (i) 20% of the aggregate amount of Project Costs as set forth in the Base Case Model on the Financial Closing Date and (ii) the aggregate amount of Project Costs as set forth in the Base Case Model on the Financial Closing minus the aggregate Construction Loan Commitments, Bridge Loan Commitments and Upsize Bridge Loan Commitments;
provided, that if any Project is sold or transferred pursuant to clause (k) of the definition of “Permitted Disposition”, the Minimum Equity Commitment will be redetermined at such time based on an updated Base Case Model, reasonably satisfactory to the Administrative Agent, updated solely to reflect such sale or transfer and excluding the Project Costs, Project Revenues, Commitments and other items attributable to such Project. The Minimum Equity Commitment as of the Sixth Omnibus Amendment Date is $73,652,201.
(b)The following definition shall be added in Section 1.1 (Definitions) of the Existing Credit Agreement in alphabetical order:
“Sixth Omnibus Amendment Date” means February 4, 2026.
(c)Section 8.7 (Restricted Payments) of the Existing Credit Agreement is hereby amended to amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):
Section 8.7 Restricted Payments.
(a) Except (A) Restricted Payments by a Project Group Member to a Project Group Member and by any HoldCo to its Class A Member in accordance with the Tax Equity Documents or TC Structure Documents, as applicable, (B) payments of management, development or similar fees to an Affiliate under (i) any Master Services Agreement or O&M Agreement or any other Project Document entered into with the consent of the Required Lenders to the extent such costs are reflected in the Base Case Model or (ii) in an amount not to exceed $500,000 in the aggregate, any other agreement entered into with an Affiliate in accordance herewith, (C) for the Closing Date Distribution Payment made with the proceeds of the initial Borrowing of Construction Loans and Bridge Loans on the Financial Closing Date, (D) for return by the Borrower to the Sponsor or its designee of the Development Period Security, or (E) to the extent funded by additional equity contributions by the Sponsor to either Opco Borrower or any of its subsidiaries (directly or indirectly), the distribution of the proceeds of payments to Devco Borrower pursuant to the membership interest purchase agreement entered into as a Tax Equity Document or TC Structure Document for a Project, the Borrower shall not make, permit any Project Group Member to make, agree to pay or make, or permit any Project Group Member to make, directly or indirectly, any Restricted Payment.
(b) Notwithstanding the foregoing, a Restricted Payment may be made on the SC Funding Date for the Bluebird Project from the Seller Account to MN8 Energy Operating Company LLC of approximately $59,000,000 of the funds on deposit in the Seller Account provided that such Restricted Payment shall not be made unless at least an amount equal to the greater of (x) $74,000,000, and (y) the outstanding principal amount of the Bridge Loans and Upsize Bridge Loans with respect to the
Bluebird Project, remains on deposit in the Seller Account after giving effect to such Restricted Payment.
(c) Notwithstanding anything to the contrary in this Agreement or the other Financing Documents (including Section 12.22 (Borrower Liability)):
(i) the Back-Leverage Date in respect of the Bluebird Project shall occur only upon (x) the prepayment required to be made on the SC Funding Date for the Bluebird Project pursuant to Section 2.8(b)(i)(5) being made, and (y) the Bridge Loans and Upsize Bridge Loans with respect to the Bluebird Project being repaid in full by such mandatory prepayment;
(ii) Devco Borrower (x) shall remain obligated to comply with the Credit Agreement and the other Credit Documents until the Discharge Date and shall not be released from any obligations or liabilities with respect to any failure to comply therewith, subject to Section 1(c) of the Second Omnibus Amendment and Section 11(b) of the Prairie Interparty Agreement (y) shall remain obligated to comply with the Depositary Agreement until the Discharge Date and shall not be released from any obligations or liabilities with respect to any failure to comply therewith.
(d) Notwithstanding the foregoing, within three (3) Business Days after the Sixth Omnibus Amendment Date, a Restricted Payment shall be made from the Seller Account to MN8 Energy Operating Company LLC in an amount equal to $12,457,767.76 and such amount shall be deposited into the Opco Borrower 2 Revenue Account (as defined in the Depositary Agreement) within three (3) Business Days after such Restricted Payment is made.
(e) Notwithstanding the other provisions of this Section 8.7 and without duplication of any Restricted Payment that may be permitted under Section 8.7(a)(E), following (i) the payment in full of the outstanding principal balance of all Construction Loans, Bridge Loans and Upsize Bridge Loans (and any outstanding interest or other Obligations relating thereto) with respect to the Bluebird Project and the American Beech Project and (ii) the deposit of an amount equal to $12,457,767.76 into the OpCo Borrower 2 Revenue Account (as defined in the Depositary Agreement) pursuant to Section 8.7(d) above, a Restricted Payment may be made in an amount equal to $45,662,370.
(d)Section 4.5 (Seller Account) of the Existing Depositary Agreement is hereby amended to amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):
4.5 Seller Account.
(a)The Account Parties shall deposit or cause to be deposited into the Seller Account, (i) all amounts transferred from the Tax Equity / Tax Credit Transfer Proceeds Account (Bluebird) pursuant to Section 4.3.1(b)(i) or 4.3.1(b)(ii)(A), (ii) all amounts transferred from the Tax Equity / Tax Credit Transfer Proceeds Account (American Beech) pursuant to Section 4.3.2(b)(i) or 4.3.2(b)(ii)(A), (iii) all amounts transferred from the Tax Equity / Tax Credit Transfer Proceeds Account (Prairie) pursuant to Section 4.3.3(b)(i) or 4.3.3(b)(ii)(A), and (iv) any proceeds of equity contributions made by the Sponsor and elected by Sponsor to be deposited directly into the Seller Account that are applied to pay Devco Borrower a portion of the purchase price under the membership interest purchase agreement or development and purchase agreement (or similar) entered into as one of the Tax Equity Documents or TC Structure Documents for any Project.
(b)The applicable amounts on deposit in the Seller Account shall be available to the Borrower solely to be applied, (i) with respect to the amounts set forth in Section 4.5(a)(i), (ii) and (iii), upon the occurrence of the SC Funding Date under the Tax Equity Documents or TC Structure Documents for the applicable Project, to make mandatory prepayments under Section 2.8(b)(i)(5) of the Credit Agreement with respect to such Project, (ii) with respect to (x) the amounts set forth in Section 4.5(a)(i), (ii), and (iii), to the extent funded by additional equity contributions by the Sponsor and (y) the amounts set forth in Section 4.5(a)(iv), in each case, upon or prior to the occurrence of the MC Funding Date or SC Funding Date under the Tax Equity Documents or TC Structure Documents for the applicable Project, to make Restricted Payments expressly permitted by Section 8.7(a)(E) of the Credit Agreement, and (iii) with respect to amounts set forth in Section 4.5(a)(i), (A) to the extent not funded by additional equity contributions by the Sponsor, upon the occurrence of the SC Funding Date under the Tax Equity Documents or TC Structure Documents for the Bluebird Project Company, to make Restricted Payments expressly permitted by Section 8.7(b) of the Credit Agreement, or (B) to make Restricted Payments expressly permitted by Section 8.7(d) and Section 8.7(e) of the Credit Agreement.
(c)Funds on deposit in the Seller Account shall be disbursed in accordance with Section 4.5(b) from time to time pursuant to a Seller Account Withdrawal Certificate or a Supplemental Payment Direction, as applicable, duly completed and delivered to the Depositary in accordance with Section 3.2
(d)Notwithstanding Section 4.5(b) above, applicable amounts on deposit in the Seller Account may, upon the occurrence and during the continuation of an Event of Default under Section 9.1(v) of the Credit Agreement, be applied by the Lenders toward the repayment of outstanding Bridge Loans and Upsize Bridge Loans with respect to the Bluebird Project.
(e)Devco Borrower hereby agrees that, notwithstanding anything to the contrary in the Credit Agreement or any other Credit Document, until the Discharge Date:
(i) it will remain bound by, and will comply with the terms of, Sections 7, 8, and 9 of the Credit Agreement and the Depositary Agreement; and
(ii) except as provided in Section 8.7(b), Section 8.7(d) or Section 8.7(e) of the Credit Agreement, it will not cause any amount on deposit in the Seller Account paid to Devco Borrower as part of the purchase price under the development and purchase agreement entered into as one of the Tax Equity Documents or TC Structure Documents for a Project upon the occurrence of the MC Funding Date thereunder, to be transferred or otherwise disbursed from the Seller Account (other than pursuant to this Section 4.5, or to repay outstanding Bridge Loans and Upsize Bridge Loans in accordance with the Credit Documents) and the Lenders shall be permitted to cause such amounts to be applied in accordance with any interparty agreement entered into with the applicable Class A Member.
2.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, 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 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 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 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; and (b) when executed and delivered by each Borrower and each of the other parties thereto will be the legal, valid and binding obligation of such Borrower, enforceable against such Borrower 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 of this Agreement does not and, to the Knowledge of such Borrower, 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, (c) violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower or such Borrower’s assets, or give rise to a right thereunder to require any material payment to be made by such Borrower 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.
3.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.
4.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.
5.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.
6.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.
7.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.
8.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.
9.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.
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 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.
11.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.
12.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.
13.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.
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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 2 LLC |
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| By: | /s/ David Callen |
| Name: | David Callen |
| Title: | Authorized Signatory |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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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/ Frederic Bouley | |
| Name: | Frederic Bouley | |
| Title: | Director | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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| NATIXIS, NEW YORK BRANCH, | |
| as Collateral Agent | |
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| By: /s/ Daniel Fahey | |
| Name: | Daniel Fahey | |
| Title: | Director | |
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| By: /s/ Frederic Bouley | |
| Name: | Frederic Bouley | |
| Title: | Director | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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| U.S. BANK NATIONAL ASSOCIATION, | |
| as Depositary | |
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| By: /s/ Anjum Sarwar | |
| Name: | Anjum Sarwar | |
| Title: | VP | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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| NATIXIS, NEW YORK BRANCH, | |
| as a Lender | |
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| By: /s/ James Kaiser | |
| Name: | James Kaiser | |
| Title: | Managing Director | |
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| By: /s/ Arlind Aliaj | |
| Name: | Arlind Aliaj | |
| Title: | Vice President | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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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 SIXTH OMNIBUS AMENDMENT
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| SOCIÉTÉ GÉNÉRALE, | |
| as a Lender | |
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| By: /s/ Stephani Vasilieva | |
| Name: | Stephania Vasilieva | |
| Title: | Vice-President | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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| ZIONS BANCORPORATION, | |
| as a Lender | |
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| By: /s/ Antonio Mirizzi | |
| Name: | Antonio Mirizzi | |
| Title: | Authorized Signatory | |
SIGNATURE PAGE TO MN8 SIXTH OMNIBUS AMENDMENT
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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 SIXTH OMNIBUS AMENDMENT
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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 SIXTH OMNIBUS AMENDMENT