EX-10.28

Exhibit 10.28

FOURTHOMNIBUSAMENDMENT

ThisFOURTHOMNIBUSAMENDMENT(the“Agreement”),datedasofNovember24, 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 agentfortheSecuredParties(togetherwithitssuccessors,designeesandassignsinsuchcapacity, “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”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), and MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower 2”, and together with the Devco BorrowerandtheOpcoBorrower1,the“Borrowers”),andtheLenderspartyhereto.Capitalized termsusedbutnototherwisedefinedhereinshallhavethemeaningsascribedtosuchtermsinthe 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,datedJune12,2025,thatcertainConsentandOmnibusAmendment,dated as of June 13, 2025, that certain Consent and Amendment, dated as of June 23, 2025, thatcertainRelease,Joinder,ConsentandFifthAmendment,datedasofJuly9,2025, that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025 (the“SecondOmnibusAmendment”),thatcertainSeventhAmendmentandConsent toCreditAgreement,datedasofSeptember2,2025,thatcertainWaiverNumber2and EighthAmendmenttoCreditAgreement,datedasofOctober14,2025,andthatcertain Consent and Third Omnibus Amendment, dated as of November 3, 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 institutionsfromtimetotimepartytheretoaslenders(the“Lenders”)andasissuersof 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 (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,theDevcoBorrower,theOpcoBorrower2,ClassBMember(Prairie),the AdministrativeAgent,andLongPointPrairieClassA,LLC,aDelawarelimited

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liability company, have entered into that certain Consent and Agreement, dated as of November 3, 2025 (the “Prairie Interparty Agreement”).

D.WHEREAS, subject to certain exceptions, Section 12.20 of the Existing Credit AgreementpermitsanyprovisionoftheCreditDocumentstobeamendedorwaivedif such amendmentor waiver is in writing andsignedby theBorrowerand theRequired Lenders.

E.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.

F.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.

G.WHEREAS, in connection with the SC Funding Date for the Bluebird Project, which istakingplaceonoraroundthedatehereof,theBorrowersrequestthat(i)theLenders, 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.

H.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.EffectiveasoftheoccurrenceofthePayoff(asdefinedinthatcertain payoff letter by and among the Borrowers, the Administrative Agent, the Collateral Agent, Bluebird Solar Investments LLC, Bluebird Solar LLC and MN8 FMG LLC, dated as November 24, 2025 (the “Payoff Letter”)) 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)    Section 8.7 (Restricted Payments) of the Existing Credit Agreement is herebyamendedtoamendedtodeletethestrickentext(indicatedtextuallyinthesamemanneras

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thefollowingexample:strickentext)andtoaddthedouble-underlinedtext(indicatedtextuallyin the same manner as the following example: double-underlined text):

Section 8.7    RestrictedPayments.

(a)Except(A)RestrictedPaymentsbyaProjectGroupMembertoaProjectGroup 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 intowiththeconsentoftheRequiredLenderstotheextentsuchcostsarereflected intheBaseCaseModelor(ii)inanamountnottoexceed$500,000intheaggregate, 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 BorrowingofConstructionLoansandBridgeLoansontheFinancialClosingDate, (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,permitanyProjectGroupMembertomake,agreetopayormake,orpermit anyProjectGroupMembertomake,directlyorindirectly,anyRestrictedPayment.

(b)Notwithstanding the foregoing, a Restricted Payment may be made on the SCFunding Date for the Bluebird Project from the Seller Account to MN8 EnergyOperatingCompanyLLCofapproximately$59,000,000ofthefundsondepositintheSellerAccountprovidedthatsuchRestrictedPaymentshallnotbemadeunlessat least an amount equal to the greater of (x) $74,000,000, and (y) the outstandingprincipalamountoftheBridgeLoansandUpsizeBridgeLoanswithrespecttotheBluebird Project, remains on deposit in the Seller Account after giving effect tosuch Restricted Payment.

(c) Notwithstanding anything to the contrary in this Agreement or the otherFinancing Documents (including Section 12.22 (Borrower Liability)):

(i) the Back-Leverage Date in respect of the Bluebird Project shall occuronlyupon(x)theprepaymentrequiredtobemadeontheSCFundingDatefortheBluebird Project pursuant to Section 2.8(b)(i)(5) being made, and (y) the BridgeLoans and Upsize Bridge Loans with respect to the Bluebird Project being repaidin full by such mandatory prepayment;

(ii) Devco Borrower (x) shall remain obligated to comply with the CreditAgreement and the other Credit Documents until the Discharge Date and shall notbereleasedfromanyobligationsorliabilitieswithrespecttoanyfailuretocomplytherewith,subjecttoSection1(c)oftheSecondOmnibusAmendmentandSection

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11(b)ofthePrairieInterpartyAgreement(y)shallremainobligatedtocomplywiththe Depositary Agreement until the Discharge Date and shall not be released fromany obligations or liabilities with respect to any failure to comply therewith.

(b)    Section 9.1 (Events of Default) to the Existing Credit Agreement is hereby amended by adding the following subsection therein:

(v)BluebirdSCFunding.WithinthreeBusinessDaysofthedateoftheRestricted PaymentdescribedinSection8.7(b),(a)anequitycontributioninanamountequal to the mandatory prepayment required to be made on the SC Funding Date for the BluebirdProjectpursuanttoSection2.8(b)(i)(5)hasnotbeenmadebytheSponsor to OpCo Borrower 1, and (b) all outstanding Bridge Loans and Upsize Bridge Loanswith respect to the Bluebird Project have not repaid in full.

(c)    Section 4.3 (Tax Equity / Tax Credit Transfer Proceeds Accounts) 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-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlined text):

4.3    TaxEquity/TaxCreditTransferProceedsAccounts.

4.3.1    TheBluebirdTEPartnershipshalldepositorcausetobedepositedintothe Tax Equity / Tax Credit Transfer Proceeds Account (Bluebird):

(a)    (i)allcapitalcontributionsmadebyaClassAMemberorClassBMember (Bluebird)pursuanttotheTaxEquityDocumentsorTCStructureDocumentswith respecttotheBluebirdProject,and(ii)allpaymentsmadebythecounterpartiesto the Tax Credit Transfer Documents with respect to the Bluebird Project, and (iii)allcapitalcontributionsmadebytheSponsororitsAffiliatetotheClassBMember(Bluebird) of funds to be applied toward the repayment of outstanding BridgeLoans and Upsize Bridge Loans.

(b)    The applicable amounts from time to time on deposit in the Tax Equity / TaxCreditTransferProceedsAccount(Bluebird)shallbeavailabletotheBorrower solely to be applied, (i) with respect to the amounts set forth in Section4.3.1(a)(i),upon the occurrence of the MC Funding Date under the Tax Equity Documents or TC Structure Documents for the Bluebird Project, to transfer to the SellerAccounttheportionofsuchamountsrequiredtobepaidtoDevcoBorrower 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 the Bluebird Project, (ii) with respect to the amounts set forth in Section 4.3.1(a)(i),upon the occurrence of the SC Funding Date under the Tax Equity DocumentsorTCStructureDocumentsfortheBluebirdProject, to (A)transferto the Seller Account the portion of such amounts required to be paid to Devco Borrower as part of the purchase price under the membership interest purchase

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agreement entered into as one of the Tax Equity Documents or TC Structure Documents for the Bluebird Project or (B) make mandatory prepayments under Section 2.8(b)(i)(5) of the Credit Agreement with respect to the Bluebird Project and(iii)withrespecttotheamountssetforthinSection4.3.1(a)(ii)or4.3.1(a)(iii),uponreceiptofsuchamounts,tomakemandatoryprepaymentsSection2.8(b)(i)(5) of the Credit Agreement with respect to the Bluebird Project.

(c)    FundsondepositintheTaxEquity/TaxCreditTransferProceedsAccount (Bluebird)shallbedisbursedinaccordancewithSection4.3.1(b)fromtimetotime pursuant to either (i) a funds flow memorandum delivered to the Depositary and theAdministrativeAgentinconnectionwiththeMCFundingDateorSCFunding DateundertheTaxEquityDocumentsorTCStructureDocuments,whichshallbe in form and substance reasonably acceptable to the Administrative Agent or (ii) a Tax Equity / Tax Credit Transfer Proceeds Account Withdrawal Certificate or Supplemental Payment Direction, as applicable, duly completed and delivered to the Depositary in accordance with Section 3.2.

(d)    Section 4.5 (Seller Account) of the Existing Depositary Agreement is herebyamendedtoamendedtodeletethestrickentext(indicatedtextuallyinthesamemanneras thefollowingexample:strickentext)andtoaddthedouble-underlinedtext(indicatedtextuallyin 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 proceedsofequitycontributionsmadebytheSponsorandelectedbySponsortobe 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 ordevelopmentandpurchaseagreement(orsimilar)enteredintoasoneoftheTax Equity Documents or TC Structure Documents for any Project.

(b)    TheapplicableamountsondepositintheSellerAccountshallbeavailable 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 AgreementwithrespecttosuchProject,and(ii)withrespectto(x)theamountsset forth in Section 4.5(a)(i), (ii), and (iii), to the extent funded by additional equity contributionsbytheSponsorand(y)theamountssetforthinSection4.5(a)(iv),in eachcase,upontheoccurrenceoftheMCFundingDateorSCFundingDateunder

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the Tax Equity Documents or TC Structure Documents for the applicable Project, to make Restricted Payments expressly permitted by Section 8.7(E) of the Credit Agreement, and (iii) with respect to amounts set forth in Section 4.5(a)(i) to theextent not funded by additional equity contributions by the Sponsor, upon theoccurrence of the SC Funding Date under the Tax Equity Documents or TCStructure Documents for the Bluebird Project Company, to make RestrictedPayments expressly permitted by Section 8.7(b) 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 CertificateoraSupplementalPaymentDirection,asapplicable,dulycompletedand delivered to the Depositary in accordance with Section3.2

(d)    Notwithstanding 4.5(b) above, applicable amounts on deposit in the SellerAccount may, upon the occurrence and during the continuation of an Event ofDefault under Section 9.1(v) of the Credit Agreement, be applied by the Lenderstoward the repayment of outstanding Bridge Loans and Upsize Bridge Loans withrespect to the Bluebird Project.

(e)    Devco Borrower hereby agrees that, notwithstanding anything to thecontraryintheCreditAgreementoranyotherCreditDocument,untiltheDischargeDate:

(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)exceptasprovidedinSection8.7(b)oftheCreditAgreement,itwillnotcauseanyamountondepositintheSellerAccountpaidtoDevcoBorroweraspartof the purchase price under the development and purchase agreement entered intoasoneoftheTaxEquityDocumentsorTCStructureDocumentsforaProjectuponthe occurrence of the MC Funding Date thereunder, to be transferred or otherwisedisbursed from the Seller Account (other than pursuant to this Section 4.5, or torepay outstanding Bridge Loans and Upsize Bridge Loans in accordance with theCreditDocuments)andtheLendersshallbepermittedtocausesuchamountstobeapplied in accordance with any interparty agreement entered into with theapplicable Class A Member.

2.    RepresentationsandWarranties.EachBorrowerherebyrepresentsandwarrants that:

(a)    noDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof,orwouldresultfromtheexecution,deliveryofperformanceofthisAgreement;and

(b)    eachrepresentationandwarrantysetforthinSection5oftheExistingCredit AgreementandinArticle2oftheDepositaryAgreementistrueandcorrectinallmaterial respects as of the date hereof (or, if stated to have been made on or as of an earlier date,

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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 andwarrantiesaretrueandcorrectinallrespectsonandasofthedatehereof(or,ifstated tohavebeenmadeonorasofanearlierdate,weretrueandcorrectinallrespectsonoras of such earlier date).

(c)    EachBorrowerisdulyorganizedandvalidlyexisting,hasallrequisite corporate,limitedliabilitycompanyorpartnership(asapplicable)powerandauthoritytoexecute, deliverandperformthisAgreement.EachBorrowerisqualifiedtodobusinessin,andisingood standingin,everyjurisdictionwheresuchqualificationisrequiredexceptwherethefailuretodo so,individuallyorintheaggregate,couldnotreasonablybeexpectedtoresultinaMaterial 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 partiestheretowillbethelegal,validandbindingobligationofsuchBorrower,enforceableagainst suchBorrowerinaccordancewithitsterms,exceptastheenforceabilitythereofmaybelimitedby (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 materialProjectDocumentormaterialindenture,agreementorotherinstrumentbindinguponsuch 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 oftheCreditAgreement.Fromandafterthedatehereof,allreferencestotheCreditAgreementin 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.

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6.    Headings.All headings in this Agreement are included only for convenience and easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

7.    BindingNatureandEffect.ThisAgreementshallbebindinguponandinuretothe 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 againstapartyonlywhenexecutedanddeliveredbyanauthorizedindividualonbehalfofthe party by means of (i) any electronic signature permitted by the federal Electronic Signatures in GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, 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,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor 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 amendmentgranted 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 amendmentapplytoanyothermatters.Exceptasexpresslyprovidedherein,nothinghereinshall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender ofanypast,presentorfuturebreachornon-compliancewithanytermsorprovisionscontainedin any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect anypowers,rights,remediesorobligationsofanyPersonarisingbeforethedateofthisAgreement.

11.    DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the date hereof, execute this Agreement.The Administrative Agentshallhavealloftherights,privilegesandimmunitiesaffordedtoitasAdministrativeAgent 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.

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13.    Direction to the Depositary.Each of the undersigned Lenders and the AdministrativeAgentherebydirectstheDepositaryto,onthedatehereof,executethisAgreement. TheDepositaryshallhavealloftherights,privilegesandimmunitiesafforded toitasDepositary under the Depositary Agreement.

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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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