EX-10.26S-4·CIK 2136853·0001628280-26-055300

EX-10.26

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 10.26

WAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT

This Waiver Number 2 and Eighth Amendment to Credit Agreement (this “Agreement”), datedasofOctober14,2025,isexecutedbyandamongNatixis,NewYorkBranch,initscapacityastheadministrativeagentfortheLenders(asdefinedbelow)(togetherwithits successors,designees and assignsinsuchcapacity, “AdministrativeAgent”),MN8DevCo3LLC, aDelawarelimitedliabilitycompany(the“DevcoBorrower”),MN8FMGClassBLLC,a Delawarelimitedliabilitycompany(“OpcoBorrower1”),MN8Bleeker2LLC,aDelaware limited liability company, (“Opco Borrower 2”, and together with the Devco Borrower and Opco Borrower 1, the “Borrowers”), and the Lenders party hereto (constituting all Lenders).

RECITALS

A.WHEREAS,theBorrowershaveenteredintothatcertainCreditAgreement,dated asofDecember31,2024,asamendedbythatcertainFirstAmendmenttoCreditAgreement,dated asofMay6,2025,thatcertainSecondAmendmenttoCreditAgreement,datedJune12,2025,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, and that certain Seventh Amendment and Consent to Credit Agreement, dated as of September2, 2025, with thefinancial institutionsfrom timeto timeparty theretoaslenders(the“Lenders”)andasissuersoflettersofcredit,AdministrativeAgent,Natixis, New York Branch, in its capacity as the collateral agent for the Lenders (together with its successors,designeesandassignsinsuchcapacity,“CollateralAgent”),andtheotheragentsand persons from time to time party thereto (the “Existing Credit Agreement”).

B.WHEREAS, Lenders constituting the Required Lenders previously executed that certain Consent and Waiver, dated as of April 23, 2025.

C.WHEREAS, the Borrowers have requested that (i) the Existing Credit Agreement be amended, and (ii) that any Default or Event of Default under the Existing Credit Agreement that has occurred solely as a result of the failure of the Back-Leverage Date (as defined in the Existing Credit Agreement) for the Bluebird Project to have occurred on or before the Project CompletionDate(asdefinedintheExistingCreditAgreement)fortheBluebirdProjectbewaived, in each case, in the manner set forth herein.

D.WHEREAS, subject to certain exceptions not applicable to the amendment and waiver provided for herein, Section 12.20(a) 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.

E.WHEREAS,pursuanttoSection12.20(a)(iii)(B)oftheExistingCreditAgreement, the consent of each Lender adversely effected thereby is required to modify any condition precedent to any Credit Event.

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F.WHEREAS, the undersigned Lenders (constituting all Lenders) have agreed to suchamendmentandwaivertotheExistingCreditAgreement,subjecttothetermsandconditions 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:

WAIVERANDAMENDMENT

1.Definitions. Capitalized terms used and not defined herein shall have the meaning given to them in the Existing Credit Agreement, unless otherwise stated.

2.Amendments. The Borrowers and the undersigned Lenders (constituting all Lenders) hereby agree that the Existing Credit Agreement is hereby amended as follows (the Existing Credit Agreement as so amended, the “Credit Agreement”):

(a)Section 1.1 of the Existing Credit Agreement is hereby amended to insert the text shown below in bold underlined italicsto the definition of “Project Completion Date”:

“Project Completion Date” means, the earliest of (i)(a) with respect to the American Beech Project, May 31, 2026, (b) with respect to the Bluebird Project, December31,2025,and(c)withrespecttothePrairieProject,June30,2026,(ii)(x)withrespecttotheBluebirdProject,thirty-one(31)dayspriortotheCompletionDeadline,asdefinedintheBluebirdDevelopmentandPurchaseAgreement,and(y)withrespecttothePrairieProjectandAmericanBeechProject,sixty(60)days prior to the “Completion Deadline”, “Commitment Expiration Date” or similar term as defined in the Tax Equity Documents or TC Structure Documents, as applicable, for such Project (such date, the “Tax Document Deadline”), as such date is actually extended under the applicable Tax Equity Documents or TC Structure Documents and (iii) sixty (60) days prior to the Guaranteed Completion Date,forsuchProject,assuchdateisactuallyextendedundertheapplicablePower Purchase Agreements.

(b)Section6.2(o)oftheExistingCreditAgreementisherebyamendedtoinsert the text shown below in bold underlined italics:

(o)TaxEquity.TotheextentthataTaxEquityArrangementorTaxCreditTransfer Arrangement (other than a Tax Credit Transfer Agreement (Class A)) is in effect with respect to a Project, (i) no event has occurred that would preclude any of the applicable Project Group Members from fulfilling the conditions precedent to the SCFundingDateonorpriortotheProjectCompletionDate(or,inthecaseoftheBluebirdProject,fourteen(14)daysaftertheProjectCompletionDate),(ii)tothe extent that a Tax Credit Transfer Arrangement is in effect with respect to such Project, no event has occurred that would preclude any of the applicable Project GroupMembersfromfulfillingtheconditionsprecedenttothepaymentdateunder

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theTaxCreditTransferDocumentsonorpriortotheProjectCompletionDateand (iii) the aggregate capital contributions to be made by the applicable Tax Equity InvestorsundertheapplicableTaxEquityDocumentsortheaggregatepaymentsto be made by the applicable Tax Credit Buyers under the applicable Tax Credit TransferDocuments,asapplicable,arereasonablyexpectedtobesufficientto repay all outstanding Bridge Loans and Upsize Bridge Loans (together with all Bridge Loans and Upsize Bridge Loans expected to be drawn) with respect to the applicable Project by the applicable Maturity Date.

(c)Section9.1(t)oftheExistingCreditAgreementisherebyamendedtoinsert the text shown below in bold underlined italics:

(t) Back-Leverage Date. The Back-Leverage Date for a Project has not occurred prior to the applicable Project Completion Date; provided, however, that,notwithstanding the foregoing, no Event of Default shall occur with respect tothe Bluebird Project so long as (i) Completion occurs with respect thereto on orbefore the Project Completion Date for the Bluebird Project, and (ii) the SCFundingDateoccursonorbeforethefourteenth(14th)dayfollowingtheProject Completion Date for the Bluebird Project .

3.Limited Waiver. Subject to the terms and conditions set forth herein, the undersignedLenders(constitutingallLenders)herebywaiveanyDefaultorEventofDefaultunder the Existing Credit Agreement that has occurred on or prior to the Effective Date (prior to giving effecttothisAgreement)solelyasaresultofthefailureoftheBack-LeverageDate(asdefinedin theExistingCreditAgreement)fortheBluebirdProjecttohaveoccurredonorbeforetheProject Completion Date (as defined in the Existing Credit Agreement) for the Bluebird Project (the “LimitedWaiver”).Fortheavoidanceofdoubt,thisLimitedWaivershallnotbedeemedtowaive any Default or Event of Default that arises under the Credit Agreement on or after the Effective Date (after giving effect to this Agreement).

4.Effectiveness.ThisAgreementshallbeeffectiveonthedate(the“EffectiveDate”) on which each of the following conditions shall have been satisfied to the satisfaction of the undersigned Lenders (constituting all Lenders):

(a)receipt by each of the parties hereto of an executed counterpart of this Agreementfromeachof theBorrowersandeachoftheundersignedLenders(constituting allLenders)(whichmayincludeacopytransmittedbyfacsimileorPDForotherelectronic method); and

(b)therepresentationsandwarrantiessetforthinSection5aretrueandcorrect as of the Effective Date, other than as may be cured by this Agreement.

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5.RepresentationsandWarranties.EachBorrowerherebyrepresentsandwarrants that:

(a)noDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof,otherthanasmaybecuredbythisAgreement,orwouldresultfromtheexecution, delivery of performance of this Agreement; and

(b)eachrepresentationandwarrantysetforthinArticle5oftheExistingCredit Agreement is true and correct in all material respects of the Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all on orasofsuchearlierdate),otherthanasmaybecuredbythisAgreement;providedthat,to the extent that any such representations and warranties are qualified by materiality, such representationsandwarrantiesaretrueandcorrectinallrespectsonandasoftheEffective Date(or,ifstatedtohavebeenmadeonorasofanearlierdate,weretrueandcorrectinall respects on or as of such earlier date).

6.Credit Document.This Agreement constitutes a “Credit Document” for purposes oftheCreditAgreement.FromandaftertheEffectiveDate,allreferencestotheCreditAgreement in the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Agreement.

7.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.

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

9.BindingNatureandEffect.ThisAgreementshallbebindinguponandinuretothe benefit of each party hereto and their respective successors and permitted assigns.

10.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.

11.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 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 asan original manualsignature.Each partyheretoshallbe entitledtoconclusivelyrely

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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.

12.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 waiver and amendment granted herein shall apply solely tothe matters set forth herein and to theextent expressly set forth herein and such waiverand amendment shall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall suchwaiverandamendmentapplytoanyothermatters.Exceptasexpresslyprovidedherein, nothing herein shall be construed as or deemed to be a waiver or consent by 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.

13.Direction to the Administrative Agent.Each of the undersigned Lenders hereby directs the Administrative Agent to, on the Effective Date, 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.

[SIGNATUREPAGESTOFOLLOW]

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IN WITNESS WHEREOF, the undersigned,by their officers thereunto duly authorized, have duly executed this Agreement asofthe date first written above.

MN8 DEVCO 3 LLC
By: /s/ Jon Yoder
Name: Jon Yoder
Title: Authorized Signatory
MN8 FMG CLASS B LLC,
By: /s/ Jon Yoder
Name: Jon Yoder
Title: Authorized Signatory
MN8 BLEEKER 2 LLC,
By: /s/ Jon Yoder
Name: Jon Yoder
Title: Authorized Signatory

SIGNATUREPAGETOWAIYERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


NATIXIS, NEW YORK BRANCH,as Administrative Agent
By: /s/ Daniel Fahey
Name: Daniel Fahey
Title: Director
By: /s/ Frederic Bouley
Name: Frederic Bouley
Title: Director

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


NATIXIS, NEW YORK BRANCH,as a Lender
By: /s/ James B. Kaiser
Name: James Kaiser
Title: Managing Director
By: /s/ Eva Cayrac
Name: Eva Cayrac
Title: Vice President

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


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

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


SOCIÉTÉ GÉNÉRALE,as a Lender
By: /s/ Stephania Vasilieva
Name: Stephania Vasilieva
Title: Vice-President

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


ZIONS BANCORPORATION,as a Lender
By: /s/ Jack Scanlon
Name: Jack Scanlon
Title: Authorized Signatory

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


TEXAS CAPITAL BANK,as a Lender
By: /s/ Leila Z. Aloi
Name: Leila Z. Aloi
Title: Managing Director

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT


BANCO DE SABADELL, S.A. MIAMI BRANCH,as a Lender
By: /s/ Enrique Castilio
Name: Enrique Castilio
Title: Head of Corporate Banking

SIGNATUREPAGETOWAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT

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