MN8 Energy Holdings LLC

Amendment

Amendment grants lender consent to the Prairie Tax Credit Transfer Agreement and updates the Base Case Model and several Restricted Payment mechanics tied to the Prairie Project. It also sets the Prairie Maximum Amount under the Equity Contribution Agreement and adds Depositary flow conditions including a sponsor equity contribution and specified retained balances and payouts.

Amendmentunconfirmed

Amendment No. 2 substitutes MN8 Energy Operating Company LLC as the Borrower, upsizes the revolving commitments to $550,000,000 and adds a new $100,000,000 Performance LC Loan commitment. It also establishes a post‑Amendment No. 2 pricing grid and provides for repayment and termination of commitments of specified exiting lenders.

• aggregate_commitment: $450,000,000 → 550000000 §Recitals; Section 1.01 (Aggregate Commitment)

Amendment

Amends the Credit Agreement to add a defined Sixth Omnibus Amendment Date, fixes the Minimum Equity Commitment amount as of that date, and permits specified Restricted Payments, including an immediate $12,457,767.76 payment and a subsequent $45,662,370 payment upon conditions. Conforming changes are made to the Depositary Agreement’s Seller Account provisions to allow these payments.

• Defined term: Sixth Omnibus Amendment Date: n/a → 2026-02-04 §Section 1(b)
• Minimum Equity Commitment (as of Sixth Omnibus Amendment Date): n/a → 73652201 §Section 1(a)
• Restricted Payment authorization (Section 8.7(d)): n/a → 12457767.76 §Section 1(c) (new Section 8.7(d))
• Restricted Payment authorization (Section 8.7(e)): n/a → 45662370 §Section 1(c) (new Section 8.7(e))

Amendment

Amends restricted payment mechanics to permit a one-time approximately $59,000,000 distribution from the Seller Account on the Bluebird SC Funding Date, subject to a minimum $74,000,000 (or outstanding Bluebird bridge debt, if greater) remaining balance. Adds a new Event of Default tied to making the Restricted Payment without timely equity contribution and full repayment of Bluebird Bridge and Upsize Bridge Loans, and updates Depositary flows to capture sponsor contributions for such repayments and to allow application of Seller Account funds to repay those loans during the specified Event of Default.

• restricted_payment_special_bluebird_amount: n/a → 59000000 §Section 1(a) amending Section 8.7(b) of Credit Agreement
• restricted_payment_seller_account_minimum_balance: n/a → 74000000 §Section 1(a) amending Section 8.7(b) of Credit Agreement
• event_of_default_bluebird_timing: n/a → n/a §Section 1(b) adding Section 9.1(v) of Credit Agreement
• deposits_to_tax_equity_account_bluebird_include_sponsor_prepayments: n/a → n/a §Section 1(c) amending Section 4.3.1(a) of Depositary Agreement
• seller_account_application_during_eod: n/a → n/a §Section 1(d) adding Section 4.5(d) of Depositary Agreement

Amendment

Amendment provides lender consent to the Prairie tax equity structure, updates the Base Case Model and related definitions, and permits dissolution of Prairie Solar Holdings with an automatic release of its collateral. It also adds a new Event of Default tied to the Prairie Project’s inverter blocks being placed in service at least 17 days before January 1, 2026, amends a schedule, replaces references to “HoldCo (Prairie)” with “Prairie TE Partnership,” and joins the Prairie TE Partnership to the Depositary Agreement.

• schedule_amended: n/a → n/a §Section 3(a)
• definition_added: n/a → n/a §Section 3(b)
• definition_added: n/a → n/a §Section 3(b)
• event_of_default_added: n/a → n/a §Section 3(c)
• term_replaced: n/a → n/a §Section 3(d)

Amendment

Amends the definition of Project Completion Date to set specific deadlines for the American Beech, Bluebird, and Prairie projects, and provides Bluebird-specific timing relief for the SC Funding Date. Also grants a limited waiver of any prior default arising from Bluebird’s Back-Leverage Date not occurring by its Project Completion Date.

• project_completion_date_american_beech: n/a → 2026-05-31 §Section 2(a)
• project_completion_date_bluebird: n/a → 2025-12-31 §Section 2(a)
• project_completion_date_prairie: n/a → 2026-06-30 §Section 2(a)
• bluebird_sc_funding_timing_under_conditions_precedent: n/a → 14 days after the Project Completion Date §Section 2(b) (amending Section 6.2(o))
• bluebird_sc_funding_eod_carveout: n/a → SC Funding Date must occur on or before the 14th day following the Project Completion Date §Section 2(c) (amending Section 9.1(t))

Amendmentunconfirmed

The amendment provides lender consent to the American Beech tax equity structure, adds a new covenant prohibiting ITC transfer indemnities for the American Beech Project, and adjusts certain amounts tied to the American Beech funding. It sets the Upsize Bridge Loan Commitment at $170,328,273.14 and the Upsize Bridge Loan Amount (American Beech) and related Maximum Amount to $69,076,758.

• Upsize Bridge Loan Commitment: n/a → 170328273.14 §Section 1(d)
• Upsize Bridge Loan Amount (American Beech): n/a → 69076758 §Section 1(d)
• Maximum Amount (American Beech) under Equity Contribution Agreement: n/a → 69076758 §Section 1(b)
• New covenant added (Section 8.22 ITC Transfer Indemnity): n/a → n/a §Section 2(a)

Amendment

Amendment and reorganization of the borrower group: MN8 Bleeker is released as a Borrower and its liens are terminated, while MN8 FMG Class B LLC and MN8 Bleeker 2 LLC are added as Borrowers. The Security Agreement and Depositary Agreement are amended and restated, and prior Opco pledge arrangements are terminated and replaced with new pledges.

• borrowers_added: n/a → MN8 FMG Class B LLC; MN8 Bleeker 2 LLC §Section 3(a)
• borrower_released: n/a → MN8 Bleeker LLC §Section 2(a)
• new_pledge_agreements: n/a → Pledge Agreement (Opco 1) and Pledge Agreement (Opco 2) dated as of Fifth Amendment Date §Exhibit A – Definitions (Pledge Agreements)
• effective_date_defined_term: n/a → 2025-07-09 §Exhibit A – Definitions (Fifth Amendment Date)

Amendmentunconfirmed

The amendment consents to the Akamai PPA amendment and the Statkraft PPA and increases the LC Commitment by $3,962,302 to $54,230,087. It also amends and restates the Commitments schedule and the Project Commitments schedule.

• LC Commitment: $50,267,785 → 54230087 §Section 2(a)

Amendment

The amendment provides lender consent to the Bluebird tax equity structure, deems the Bluebird Tax Equity Effective Date to have occurred, and reduces the Bluebird Equity Contribution Agreement “Maximum Amount (Bluebird)” to $0. It also amends the Credit Agreement, Security Agreement and Depositary Agreement, including changing certain post-closing delivery deadlines and adding collateral and pledge provisions, and designates the Updated Base Case Model as the Base Case Model.

• Maximum Amount (Bluebird): n/a → 0 §Section 1(b)(i)(z)
• Base Case Model reference: n/a → Updated Base Case Model §Section 1(b)(ii)
• Deadline to deliver permitting counsel opinions (American Beech and Prairie): n/a → 2025-06-01 §Section 7.25(c) (as amended)
• Deadline to deliver Title Policies: n/a → 2025-06-01 §Section 7.25(d) (as amended)

Amendment

Amends Section 7.25(a) to extend the deadline to deliver specified consents to July 1, 2025. Also waives the existing Consent Default as described in the Requested Waivers.

• consent_deadline: n/a → 2025-07-01 §Section 1 (Amendment to Section 7.25(a))
• waiver: n/a → Requested Waivers §Section 2 (Waiver)

Amendment

Amends the Credit Agreement to extend three deliverable deadlines to June 1, 2025: (i) project consents, (ii) specified permitting legal opinions, and (iii) title policies (and related ALTA surveys) for the Bluebird, American Beech, and Prairie projects. No changes to pricing, facilities, or financial covenants.

• consent_deadline: n/a → 2025-06-01 §Section 1 (amending Section 7.25(a))
• legal_opinion_deadline: n/a → 2025-06-01 §Section 1 (amending Section 7.25(c))
• title_policy_deadline: n/a → 2025-06-01 §Section 1 (amending Section 7.25(d))

Amendment

Amendment No. 1 reduces the aggregate revolving commitments to $350,000,000, increases the LC sublimit to $150,000,000, and replaces the leverage-based pricing grid with flat pricing. From the Amendment No. 1 Effective Date, SOFR-based loans bear 2.625% margin (ABR 1.625%) and the commitment fee is 0.50%.

• aggregate_commitment: 450,000,000 → n/a §Definition of “Aggregate Commitment”
• lc_limit: 100,000,000 → n/a §Section 2.06(b)

Amendment

Removes OpCo Borrower 1 from the credit facility and releases all related liens and obligations, including terminating the Existing Opco 1 Pledge Agreement. Also provides that the Bluebird project is no longer a Project under the Credit Agreement and related documents.

• borrower_removed: n/a → OpCo Borrower 1 removed as a Borrower §Section 2(a)
• collateral_release: n/a → Release of Collateral and obligations of OpCo Borrower 1 under Security Agreement §Section 2(b)
• pledge_agreement_termination: n/a → Existing Opco 1 Pledge Agreement terminated §Section 2(c)
• project_removed: n/a → Bluebird project no longer a Project §Section 2(d)