EX-10.13S-4·CIK 2136853·0001628280-26-055300

EX-10.13

View original filing on SEC EDGAR → ·  seen Aug 10, 2026, 16:46 EDT

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FILING DETAILS

Filer
MN8 Energy Holdings LLC
Filed
Aug 10, 2026
SEC file no.
333-298194
State of inc.
DE
Location
NEW YORK, NY

Exhibit 10.13

NINTHAMENDMENTANDWAIVERTOCREDITAGREEMENT

ThisNINTHAMENDMENTANDWAIVERTOCREDITAGREEMENT(this“Agreement”), dated as of March 13, 2026, by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”) and MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARYSTATEMENTS:

A.ReferenceismadetothatcertainCreditAgreement,datedasofFebruary23,2021,byand among the Borrower, the Lenders, the Issuing Banks, the Administrative Agent, the CollateralAgentandtheDepositaryBank,asamendedby(a)theAmendmentandWaiver to Credit Agreement, dated as of May 12, 2021, (b) the Second Amendment to Credit Agreement and Amendment to Depositary Agreement, dated as of May 27, 2021, (c) the Third Amendment to Credit Agreement, dated as of August 4, 2022, (d) the Fourth AmendmentandWaiver Number3toCreditAgreement,datedasofSeptember16,2022, (e)theFifthAmendmenttoCreditAgreement,datedasofDecember28,2022,(f)theSixth AmendmenttoCreditAgreement,datedasofJune 25,2024,(g)theSeventhAmendment toCreditAgreement,datedasofNovember22,2024,and(h)theOmnibusAmendmentto Credit Agreement and Security Agreement, dated as of February 13, 2026 (as may be further amended, restated, extended, supplemented or otherwisemodified in writing from time to time, the “Credit Agreement”).

B.Pursuant to Section 6.26(iii) of the Credit Agreement, if an Uncommitted Tax Credit AmountistakenintoconsiderationincalculatingtheMaximumLoanAmountwithrespect to a Project, the Borrower must (i) cause its applicable Subsidiary to sell the Tax Credits bytheTaxCreditTransferDeadlineor(ii)makeaprepaymentinaccordancewithSection 6.26oftheCreditAgreement(the“TaxCreditTransferRequirement”).

C.An Uncommitted Tax Credit Amount has been taken into consideration in calculating the MaximumLoanAmountwithrespecttotheProjectownedbyLongPointSolar,LLC(the “Long Point Project”). The Tax Credit Transfer Deadline with respect to the Long Point ProjectisMarch15,2026.TheBorroweranticipatesthesaleoftheLongPointTaxCredits to occur after the Tax Credit Transfer Deadline.

D.Pursuant to Section 6.28 of the Credit Agreement, the Borrower is required to enter into oneormoreInterestRateHedgeAgreementstheaggregatenotionalamountofwhichshall, no later than April 1, 2026, effectively fix the Borrower’s floating interest rate exposure withrespecttoatleastseventy-fivepercent(75%)(andnomorethanonehundredandten percent (110%)) of the aggregate principal amount of the Revolving Loans based on the Debt Sizing Criteria then projected to be outstanding at the end of the hypothetical amortization period with respect to such Revolving Loans.


E.The Borrower has requested that (i) the Lenders waive the Tax Credit Transfer RequirementwithrespecttotheLongPointProjectuntilJune30,2026,and(ii)theCredit Agreement be amended in the manner set forth herein.

F.TheLenders,constitutingallLendersundertheCreditAgreement,andtheAdministrative AgentarewillingtoagreetothisAgreementonthetermsandsubjecttotheconditionsset forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

Section1.DefinedTerms.CapitalizedtermsdefinedintheCreditAgreementandused (but not otherwise defined) herein are used herein as so defined therein.

Section2.    AmendmenttoCreditAgreement.

Section 2.01    SubjecttoSection4hereof,asoftheEffectiveDate,Section6.28of the Credit Agreement is hereby amended by replacing “April 1, 2026” with “June 1, 2026”.

Section3.    LimitedWaiver.PursuanttoSection10.01oftheCreditAgreement,eachof the Administrative Agent and the Lenders constituting all Lenders under the Credit Agreement hereby (i) waives the Tax Credit Transfer Requirement for the Long Point Project until the date that is June 30, 2026 and (ii) agrees that any delay in selling the Tax Credits associated with the LongPointProjectshallnototherwiseviolateanyotherprovisionofanyLoanDocumentthrough June 30, 2026.

Section4.    EffectiveDate.ThisAgreementshallbecomeeffectiveonthedateonwhich theAdministrativeAgenthasreceiveddulyexecutedcounterpartsofthisAgreementfromeachof thepartieshereto,which shallcorrespondwiththedatefirstwrittenabove(the“EffectiveDate”).

Section5.    Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower hereby represents and warrants that:

(a)    Each representation and warranty of the Borrower under the Financing Documents is true and correct in all material respects as if made on the date hereof, unless such representation or warranty expressly relates solely to an earlier date, in which case it was true and correct in all material respects as of such earlier date;

(b)    the Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement, this Agreement has been duly executed anddeliveredbytheBorrower,andthisAgreementisthelegal,validandbindingobligationofthe Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors’ rights generally and by principles of equity;

(c)    noDefaultorEventofDefaulthasoccurredandiscontinuing;

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(d)    the execution, delivery and performance by the Borrower of this Agreement (i)have been dulyauthorized byallnecessary organizational actiononthepartof the Borrower; and (ii) do not and will not (A) contravene the terms of any of the Borrower’s Organization Documents; (B) conflict with or result in any breach or contravention of (1) any ContractualObligationtowhichtheBorrowerisapartyortowhichthepropertiesoftheBorrower or any of its Subsidiaries are subject, or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except,withrespecttoclause(ii)(B),totheextentsuchconflict,breachorcontraventioncouldnot reasonablybeexpectedtohaveaMaterialAdverseEffect;(C)resultin,orrequire,thecreationof anyLienuponanyofthematerialpropertiesorassetsoftheBorrower(otherthananyLienscreated underanyoftheCollateralDocuments andotherPermittedLiens);or(D)violate,inany material respect, any Law applicable to the Borrower or any of its Subsidiaries; and

(e)    no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authorityis required in connection with the execution, deliveryorperformancebytheBorrowerofthisAgreement,exceptfor(i)thosethathavealready been obtained or made, and (ii) those which, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

Section6.    CostsandExpenses.WithoutlimitingtheobligationsoftheBorrowerunder theCreditAgreement,eachpartyheretoagreesthatallreasonableout-of-pocketexpensesincurred by the Secured Parties (including the reasonable fees, charges and disbursements of counsel and consultants) in connection with the preparation, execution, delivery and administration, modification and amendment of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent), are expenses that the Borrower is required to pay or reimburse pursuant to Section 10.05(a) of the Credit Agreement.

Section7.    Referencetoand EffectontheRelevantFinancingDocuments.

(a)    OnandaftertheeffectivenessofthisAgreementontheEffectiveDate,each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Agreement.

(b)    The Credit Agreement as specifically amended by this Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Agreement shall be a “Financing Document” for purposes of the definition thereof in the Credit Agreement.

(c)    Except as specifically provided herein, the execution, delivery and effectiveness of this Agreement on the Effective Date shall not operate as a waiver of any right, powerorremedyofanyLenderunderanyoftheFinancingDocuments,norconstituteawaiverof any provision of any of the Financing Documents.

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Section8.Severability.If any provision of this Agreement or the other Financing Documentsisheldtobeillegal,invalidorunenforceable,(a)thelegality,validityand enforceabilityof the remainingprovisionsofthis Agreement and theother Financing Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economiceffectofwhichcomesascloseaspossibletothatoftheillegal,invalidorunenforceable provisions.The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceablesuchprovisioninanyotherjurisdiction.Withoutlimitingtheforegoingprovisions of this Section8, if and to the extent that the enforceability of any provisions in this Agreement relatingtoDefaultingLendersshallbelimitedbyDebtorReliefLaws,asdeterminedingoodfaith bytheAdministrativeAgent,thensuchprovisionsshallbedeemedtobeineffectonlytotheextent not so limited.

Section9.Headings. Sectionheadingshereinareincludedforconvenienceofreference only and shall not affect the interpretation of this Agreement.

Section10. Governing Law; Jurisdiction; Etc.THIS AGREEMENT AND ANY CLAIMS,CONTROVERSY,DISPUTEORCAUSEOFACTION(WHETHERINCONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALLBEGOVERNEDBY,AND CONSTRUED IN ACCORDANCE WITH,THELAWOF THE STATE OF NEW YORK.

Section11.Submission to Jurisdiction.THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOINGINANYWAYRELATINGTOTHISAGREEMENTORTHETRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLYANDUNCONDITIONALLYSUBMITSTOTHEJURISDICTIONOFSUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBEENFORCED IN OTHERJURISDICTIONSBYSUITON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENTSHALLAFFECTANYRIGHTTHATANYAGENT,ANYLENDERORANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATINGTOTHISAGREEMENTAGAINSTTHEBORROWERORITSPROPERTIESIN THE COURTS OF ANY JURISDICTION.

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Section12. Waiver of Venue.THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW,ANYOBJECTIONTHATITMAYNOWORHEREAFTERHAVETO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION11. EACHOFTHEPARTIESHERETOHEREBYIRREVOCABLYWAIVES,TOTHEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Section13. Service of Process.EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION10.03OFTHECREDITAGREEMENT.NOTHING INTHISAGREEMENTWILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section14.WaiverofJuryTrial.EACHPARTYHERETOHEREBYIRREVOCABLY WAIVES,TO THE FULLESTEXTENTPERMITTEDBYAPPLICABLELAW,ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B)ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section15.Counterparts. This Agreement may be executed in counterparts (and by differentpartiesheretoindifferentcounterparts),eachofwhichshallconstituteanoriginal,butall of which when taken together shall constitute a single contract.Delivery of an executed counterpartofasignaturepageofthis Agreement byfacsimileorotherelectronicimaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.The words “execution,” “execute”, “signed,” “signature,” and words of like import inorrelatedtoanydocumenttobesignedinconnectionwiththisAgreementandthetransactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignmenttermsandcontractformationsonelectronicplatformsapprovedbytheAdministrative Agent,orthekeepingofrecordsinelectronicform,eachofwhichshallbeofthesamelegaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeepingsystem,asthecasemaybe,totheextentandasprovidedforinanyapplicableLaw, includingtheFederalElectronicSignaturesinGlobalandNationalCommerceAct,theNewYork

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StateElectronicSignaturesandRecordsAct,oranyothersimilarstatelawsbasedontheUniform Electronic Transactions Act.

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK]

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INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobeduly executed as of the date first above written.

GSRP WAREHOUSE I LLC,
a Delaware limited liability company,
as the Borrower
By: MN8 Energy Operating Company LLC,
its sole member
By: MN8 Energy LLC, its managing
member
By: /s/ Jon Yoder
Name: Jon Yoder
Title: Authorized Person

[SignaturePagetoNinthAmendmentandWaivertoCreditAgreement]


MUFG BANK, LTD., as
Administrative Agent
By: /s/ Lawrence Blat
Name: Lawrence Blat
Title: Authorized Signatory

[SignaturePagetoNinthAmendmentandWaivertoCreditAgreement]


MUFG BANK, LTD.,
as an Issuing Bank and a Lender
By: /s/ Saad Iqbal
Name: Saad Iqbal
Title: Managing Director

[SignaturePagetoNinthAmendmentandWaivertoCreditAgreement]


HSBC BANK USA, N.A.,
as an Issuing Bank and a Lender
By: /s/ Karun Chopra
Name: Karun Chopra, 23341
Title: Director, HSBC Infrastructure Finance

[SignaturePagetoNinthAmendmentandWaivertoCreditAgreement]


NATIXIS, NEW YORK BRANCH,
as an Issuing Bank and a Lender
By: /s/ David B Martens
Name:   David B Martens
Title:    Managing Director
By: /s/ Elizabeth West
Name:   Elizabeth West
Title:   Vice President

[SignaturePagetoNinthAmendmentandWaivertoCreditAgreement]


SOCIÉTÉ GÉNÉRALE,
as an Issuing Bank and a Lender
By: /s/ Stephania vasilieva
Name:    Stephania vasilieva
Title:     vice-President
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