CREDIT AGREEMENT

Signed Feb 3, 2023

Committed: $650m
Matures: Feb 2028
Agent: JPMorgan Chase Bank, N.A.

Tranche	Size	Matures	Margin
Revolving credit facility	$550m	Feb 2028	175–225 bps
Performance LC Loan Commitments	$100m	n/a	175–225 bps

Priced over Term SOFR, floor 0 bps (Revolving credit facility, Other tranche).

Level	Condition	Margin	Unused fee
Level Level 1	< 3.00 to 1.00	175 bps	25 bps
Level Level 2	≥ 3.00 to 1.00 but < 4.00 to 1.00	200 bps	38 bps
Level Level 3	≥ 4.00 to 1.00	225 bps	50 bps

Lenders: JPMorgan Chase Bank, N.A., BofA Securities, Inc.

CovenantTestedHeadroomLimit now

Tested quarterlyHeadroom not yet measured6.50x

From the seventh full fiscal quarter ending after the Effective Date · 6.25x
From the eighth full fiscal quarter ending after the Effective Date · 6.00x
From the ninth full fiscal quarter ending after the Effective Date · 5.75x
From each fiscal quarter on and after the tenth full fiscal quarter ending after the Effective Date · 5.50x

The Borrower will not permit (i) the Leverage Ratio, determined as of the end of the sixth full fiscal quarter ending after the Effective Date for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, calculated for the TopCo and its Subsidiaries on a consolidated basis, to be greater than 6.50 to 1.00

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Tested quarterlyHeadroom not yet measured1.75x

The Borrower will not permit the ratio (the “Interest Coverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after the end of the sixth full fiscal quarter ending after the Effective Date of (i) CFADs to (ii) Consolidated Interest Expense ... to be less than 1.75 to 1.00.

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Tested quarterlyHeadroom not yet measured0.65x

The Borrower will not permit the ratio (the “Debt to Capitalization Ratio”), determined as of the end of each of its first five full fiscal quarters ending after the Effective Date, of (i) Consolidated Total Indebtedness to (ii) the sum of (A) Consolidated Total Indebtedness and (B) Invested Capital ... to be greater than 65%.

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Tested otherHeadroom not yet measuredn/a

Availability Limit means, from and after March 31, 2027, the Total Revolving Credit Exposure shall not exceed $425,000,000 unless, on or before March 31, 2027, the Borrower has received at least $400,000,000 of Non-Recurring Cash Inflows... the maximum Total Revolving Credit Exposure shall be $487,500,000.

Read the filing on sec.gov ↗

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Amendments

May 12, 2026
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)
Filing ↗
Mar 27, 2024
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)
Filing ↗

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