EX-10.13 14 exhibit1013-q22026.htm EX-10.13
Exhibit 10.13
Execution Version
OMNIBUS AMENDMENT AGREEMENT
This OMNIBUS AMENDMENT AGREEMENT (this “Amendment”), dated as of June June 26, 2026 is in respect of (i) the Amended & Restated Common Terms Agreement, dated as of March 13, 2023 (as amended, amended and restated, modified or supplemented from time to time, the “Common Terms Agreement”), by and among Venture Global Plaquemines LNG, LLC, a Delaware limited liability company (the “Borrower”), Venture Global Gator Express, LLC (the “Guarantor”), Natixis, New York Branch, as the Credit Facility Agent on behalf of itself and the Credit Facility Lender Parties (in such capacity, the “Credit Facility Agent”), each other Facility Agent that is Party thereto from time to time on behalf of itself and the Facility Lenders under its Facility Agreement, and Royal Bank of Canada, as the Intercreditor Agent for the Facility Lenders (in such capacity, the “Intercreditor Agent”), as amended by that certain Amendment No. 1 to the Common Terms Agreement, dated as of September 29, 2023, that certain Amendment No. 2 to the Common Terms Agreement and Amendment No. 1 to the Common Security and Account Agreement, dated as of May 15, 2024, that certain Amendment No. 3 to the Common Terms Agreement, dated as of October 23, 2024, that certain Consent and Amendment to the Common Terms Agreement and the Credit Facility Agreement, dated as of May 27, 2025, and that certain Amendment No. 4 to the Common Terms Agreement, dated as of April 24, 2026 and (ii) the Amended and Restated Common Security and Account Agreement, dated as of March 13, 2023 (as amended, amended and restated, modified or supplemented from time to time, the “Common Security and Account Agreement”), by and among the Borrower, the Guarantor, the Intercreditor Agent, Royal Bank of Canada, as the Collateral Agent (in such capacity, the “Collateral Agent”), City National Bank, as Account Bank (in such capacity, the “Account Bank”), and each Senior Creditor Group Representative, each on its own behalf and on behalf of the relevant Senior Creditor Group. Reference is also made to the Amended & Restated Credit Facility Agreement, dated as of March 13, 2023 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Facility Agreement”), by and among the Borrower, the Guarantor, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, the Credit Facility Agent, and solely for purposes of Section 3.06 thereof, the Collateral Agent. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Common Terms Agreement, or if not defined therein, the Common Security and Account Agreement, or if not defined therein, the Credit Facility Agreement. For all purposes of this Amendment, except as otherwise expressly provided, the rules of interpretation set forth in Section 1.2 of Schedule A (Common Definitions and Rules of Interpretation) of the Common Terms Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
WHEREAS, Restricted Payments in respect of Pre-Completion Revenues may be made from the Phase 1 Pre-Completion Revenues Account on and prior to the Project Phase 1 Completion Date provided that certain conditions have been satisfied (the “Project Phase 1 Pre-Completion Revenue Restricted Payments Conditions”) and Restricted Payments in respect of Pre-Completion Revenues may be made from the Phase 2 Pre-Completion Revenues Account on

and prior to the Project Phase 2 Completion Date provided that certain conditions have been satisfied (the “Project Phase 2 Pre-Completion Revenue Restricted Payments Conditions”);
WHEREAS, Section 4.06 of that certain Indenture, dated as of April 21, 2025, as supplemented by that certain First Supplemental Indenture, dated as of July 3, 2025 and as further supplemented by that certain Second Supplemental Indenture, dated as of December 9, 2025 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Borrower, Guarantor, the guarantors from time to time party thereto, and Regions Bank, as Trustee, permits Restricted Payments (as defined in the Indenture) subject to the satisfaction certain conditions on or prior to the Project Phase 1 Completion Date (the “Indenture Project Phase 1 Pre-Completion Restricted Payment Conditions”) and subject to the satisfaction of certain other conditions after the Project Phase 1 Completion Date and on or prior to the Project Phase 2 Completion Date (the “Indenture Project Phase 2 Pre-Completion Restricted Payment Conditions”);
WHEREAS, the Borrower desires (i) to align the Project Phase 1 Pre-Completion Revenue Restricted Payments Conditions with the Indenture Project Phase 1 Pre-Completion Restricted Payment Conditions, (ii) to align the Project Phase 2 Pre-Completion Revenue Restricted Payments Conditions with the Indenture Project Phase 2 Pre-Completion Restricted Payment Conditions and (iii) make amendments to the Common Security and Account Agreement as described herein;
WHEREAS, the Borrower has requested that the Credit Facility Lenders under the Credit Facility Agreement (collectively, the “Lenders” and each individually, a “Lender”), the Credit Facility Agent and the Intercreditor Agent consent and agree, and the Lenders constituting the Required Lenders, the Credit Facility Agent and the Intercreditor Agent are willing to consent and agree, to amend the Common Terms Agreement on the terms and conditions set forth herein and in accordance with Section 23.15 of the Common Terms Agreement, Section 4 of the Intercreditor Agreement and Section 11.01 of the Credit Facility Agreement; and
WHEREAS, the Borrower has requested that the Collateral Agent (with the consent of the Intercreditor Agent based on approval received pursuant to the terms of the Intercreditor Agreement) consent and agree, and the Collateral Agent (with the consent of the Intercreditor Agent based on approval received pursuant to the terms of the Intercreditor Agreement) is willing to consent and agree, to amend the Common Security and Account Agreement on the terms and conditions set forth herein and in accordance with Section 7.2 of the Common Security and Account Agreement and Section 4 of the Intercreditor Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1.Amendment to the Common Terms Agreement. Upon the effectiveness of this Amendment in accordance with Section 3 below, each of the Lenders party hereto, the Credit Facility Agent (at the direction of Required Lenders) and the Intercreditor Agent hereby consent and agree to amend the Common Terms Agreement as follows:
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1.1 Section 11.3 (Project Phase 1 Pre-Completion Revenue Restricted Payments) of the Common Terms Agreement shall be deleted in its entirety and replaced with the following:
11.3 Restricted Payments on or Prior to the Project Phase 1 Completion Date
Notwithstanding anything to the contrary in Section 11.1 (Conditions to Restricted Payments) and Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date), Restricted Payments may be made from the Phase 1 Pre-Completion Revenues Account or Phase 2 Pre-Completion Revenues Account, as applicable, on or prior to the Project Phase 1 Completion Date; provided that, in each case, each of the following, and no other, conditions has been satisfied:
1.2(a) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or would reasonably be expected to occur as a result of such Restricted Payment;
1.3(b) no LNG SPA Mandatory Prepayment has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full;
(c) the Borrower shall have delivered to the Intercreditor Agent a certificate of an Authorized Officer of the Borrower certifying that it has access to sufficient committed or available funds or funds reasonably anticipated to be available necessary to achieve Facility Substantial Completion (as such term is defined in the Phase 1 EPC Contract) on or before the Phase 1 LNG Facility Date Certain and, upon Facility Substantial Completion (as such term is defined in the Phase 1 EPC Contract), will have sufficient funds to fund the Senior Facilities Debt Service Reserve Account and each Additional Debt Service Reserve Account to the then required level;
(d) the sum of (i) amounts on deposit in the Contingency Reserve Account, (ii) the aggregate amount of restricted cash on the Borrower’s balance sheet available for the payment of contingency necessary to achieve Project Phase 1 Completion Date and (iii) committed or available funds and funds reasonably anticipated to be available to achieve Facility Substantial Completion (as such term is defined in the Phase 1 EPC Contract) equals or exceeds the sum of (A) then-current Reserve Amount (as defined in the Indenture), (B) the amount required to be funded in the Senior Facilities Debt Service Reserve Account (or, if the Senior Facilities Debt Service Reserve Account is not yet required to be funded, the amount that will be required to be funded therein on the first date on which it is required to be funded) and (C) the amount required to be funded into each other Additional Debt Service Reserve Account (if any) (or, if any such Additional Debt Service Reserve Account is not yet required to be funded, the amount that will be required to be
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funded therein on the first date on which such Additional Debt Service Reserve Account is required to be funded);
(e) unless, as of the date such Restricted Payment is to be made, the Notes (as defined in the Indenture) are Investment Grade, the Independent Engineer shall have certified to the Intercreditor Agent that it concurs with the Borrower’s certifications in Section 11.3(c) above;
(f) (i) either the Senior Facilities Debt Service Reserve Account or the Contingency Reserve Account is funded (with cash or an Acceptable Debt Service Reserve LC) in an amount no less than the amount of interest that would accrue on the aggregate principal amount of the Facility Debt Obligations outstanding for the following six-month period and only such interest amount after giving effect to any Permitted Hedging Instrument in respect of interest rates then in effect and (ii) the Contingency Reserve Account (as contemplated by Section 11.3(d) above) and each Additional Debt Service Reserve Account (if any), as applicable, is funded (in each case, with cash or Acceptable Debt Service Reserve LCs) in the amount required by the applicable Finance Document;
(g) no other Restricted Payment under this Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date) has been made during the calendar month of the proposed Restricted Payment; and
(h) the Intercreditor Agent has received a certificate of an Authorized Officer of the Borrower confirming that each of the conditions set forth in this Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date) has been satisfied.
1.4 Section 11.4 (Project Phase 2 Pre-Completion Revenue Restricted Payments) of the Common Terms Agreement shall be deleted in its entirety and replaced with the following:
11.4 Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date
Notwithstanding anything to the contrary in Section 11.1 (Conditions to Restricted Payments) and Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date), Restricted Payments may be made from the Revenue Account or the Phase 2 Pre-Completion Revenues Account after the Project Phase 1 Completion Date and on or prior to the Project Phase 2 Completion Date; provided that, in each case, each of the following, and no other, conditions has been satisfied:
(a) no Loan Facility Event of Default or Unmatured Loan Facility Event of Default has occurred and is Continuing or would reasonably be expected to occur as a result of such Restricted Payment;
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(b) no LNG SPA Mandatory Prepayment has occurred and is continuing in respect of which the prepayment and cancellation required by the occurrence of such event in accordance with Section 8.2 (LNG SPA Mandatory Prepayment) has not been made in full;
(c) the Borrower shall have delivered to the Intercreditor Agent a certificate of an Authorized Officer of the Borrower certifying that it has access to sufficient committed or available funds or funds reasonably anticipated to be available necessary to achieve Facility Substantial Completion (as such term is defined in the Phase 2 EPC Contract) on or before the Phase 2 LNG Facility Date Certain and, upon Facility Substantial Completion (as such term is defined in the Phase 2 EPC Contract), will have sufficient funds to fund the Senior Facilities Debt Service Reserve Account and each Additional Debt Service Reserve Account to the then required level;
(d) the sum of (i) amounts on deposit in the Contingency Reserve Account, (ii) the aggregate amount of restricted cash on the Borrower’s balance sheet available for the payment of contingency necessary to achieve Project Phase 2 Completion Date and (iii) committed or available funds and funds reasonably anticipated to be available to achieve Facility Substantial Completion (as such term is defined in the Phase 2 EPC Contract) equals or exceeds the sum of (A) then-current Reserve Amount (as defined in the Indenture), (B) the amount required to be funded in the Senior Facilities Debt Service Reserve Account (or, if the Senior Facilities Debt Service Reserve Account is not yet required to be funded, the amount that will be required to be funded therein on the first date on which it is required to be funded) and (C) the amount required to be funded into each other Additional Debt Service Reserve Account (if any) (or, if any such Additional Debt Service Reserve Account is not yet required to be funded, the amount that will be required to be funded therein on the first date on which such Additional Debt Service Reserve Account is required to be funded);
(e) unless, as of the date such Restricted Payment is to be made, the Notes (as defined in the Indenture) are Investment Grade, the Independent Engineer shall have certified to the Intercreditor Agent that it concurs with the Borrower’s certifications in Section 11.4(c) above;
(f) (i) either the Senior Facilities Debt Service Reserve Account or the Contingency Reserve Account is funded (with cash or an Acceptable Debt Service Reserve LC) in an amount no less than the then-current Senior Facilities Reserve Amount and (ii) the Contingency Reserve Account (as contemplated by Section 11.4(d) above) and each Additional Debt Service Reserve Account (if any), as applicable, is funded (in each case, with cash or Acceptable Debt Service Reserve LCs) in the amount required by the applicable Finance Document;
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(g) no other Restricted Payment under this Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date) has been made during the calendar month of the proposed Restricted Payment; and
(h) the Intercreditor Agent has received a certificate of an Authorized Officer of the Borrower confirming that each of the conditions set forth in this Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date) has been satisfied.
1.5 Except as otherwise provided for in Section 2 hereof, all references to “Section 11.3 (Project Phase 1 Pre-Completion Revenue Restricted Payments)” or “Section 11.4 (Project Phase 2 Pre-Completion Revenue Restricted Payments)” in the Finance Documents are hereby replaced with Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date)” or “Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date)”, as applicable.
Section 2.Amendments to the Common Security and Account Agreement. Upon the effectiveness of this Amendment in accordance with Section 3 below, the Collateral Agent (with the consent of the Intercreditor Agent based on approval received pursuant to the terms of the Intercreditor Agreement) hereby consents and agrees to amend the Common Security and Account Agreement as follows:
2.1 Section 4.5(b)(ii)(E) (Phase 1 Pre-Completion Revenues Account) of the Common Security and Account Agreement shall be deleted in its entirety and replaced with the following:
fifth, at the election of the Company but no more frequently than monthly, to the Distribution Account or applied directly as a Restricted Payment if the conditions for Restricted Payments under each Senior Debt Instrument (including Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date) of the Common Terms Agreement and any comparable provision in any Senior Debt Instrument then in effect) are satisfied.
2.2 Section 4.5(c)(ii)(C) (Phase 2 Pre-Completion Revenues Account) of the Common Security and Account Agreement shall be deleted in its entirety and replaced with the following:
(C) third, at the election of the Company, to the Construction Account, the Contingency Reserve Account or the Excess Equity Proceeds Account; provided that, funds may only be transferred from the Phase 2 Pre-Completion Revenues Account to the Excess Equity Proceeds Account if the conditions for Restricted Payments under each Senior Debt Instrument (including Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date) of the Common Terms Agreement and Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date) of the Common
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Terms Agreement, as applicable, and any comparable provision in any Senior Debt Instrument then in effect) are satisfied;
2.3 Section 4.5(c)(ii)(E) (Phase 2 Pre-Completion Revenues Account) of the Common Security and Account Agreement shall be deleted in its entirety and replaced with the following:
fifth, at the election of the Company but no more frequently than monthly, to the Distribution Account or applied directly as a Restricted Payment if the conditions for Restricted Payments under each Senior Debt Instrument (including Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date) or Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date), as context requires, of the Common Terms Agreement and any comparable provision in any Senior Debt Instrument then in effect) are satisfied.
2.4 Section 4.7(a)(xii) (Cash Waterfall) of the Common Security and Account Agreement shall be deleted in its entirety and replaced with the following:
2.5 twelfth, on a Payment Date, to the Distribution Account or between the Project Phase 1 Completion Date and the Project Phase 2 Completion Date, applied directly as a Restricted Payment if the conditions for Restricted Payments under each Senior Debt Instrument (including Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date) of the Common Terms Agreement and any comparable provision in any Senior Debt Instrument then in effect) are satisfied.
2.6 All references to “Section 11.1 (Conditions to Restricted Payments)” in Section 4.5(n)(ii) (Distribution Account) and Section 4.5(p)(i) (Excess Equity Proceeds Account) of the Common Security and Account Agreement shall be replaced with “Section 11.1 (Conditions to Restricted Payments), Section 11.3 (Restricted Payments on or Prior to the Project Phase 1 Completion Date), Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date)”.
2.7 All references to “Section 11.1 (Conditions to Restricted Payments)” in Section 4.7(a)(xi) (Cash Waterfall) of the Common Security and Account Agreement shall be replaced with “Section 11.1 (Conditions to Restricted Payments), Section 11.4 (Restricted Payments After the Project Phase 1 Completion Date and on or Prior to the Project Phase 2 Completion Date)”.
Section 3.Effectiveness. This Amendment shall become effective as of the date hereof only upon delivery of executed counterparts of this Amendment by each of (a) the Borrower, (b) the Guarantor, (c) the Intercreditor Agent, (d) the Credit Facility Agent (who constitutes the Requisite Intercreditor Parties (as defined in the Intercreditor Agreement)), (e) the Collateral Agent and (f) Lenders constituting the Required Lenders under the Credit Facility Agreement;
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Section 4.Representations and Warranties. Each of the Obligors hereby represents and warrants to the Lenders, Credit Facility Agent, Intercreditor Agent and the Collateral Agent that:
4.1 no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing or will result from the consummation of the transactions contemplated by this Amendment; and
4.2 each of the representations and warranties of the Obligors in the Common Terms Agreement, the Credit Facility Agreement and the other Finance Documents is true and correct in all material respects except (A) for those representations and warranties that are qualified by materiality, which are true and correct in all respects on and as of the date hereof (or, if stated to have been made solely as of an earlier date, as of such earlier date) and (B) for the representations and warranties set forth in Section 5.1 (Initial Representations and Warranties of the Obligors) of the Common Terms Agreement, which were made only on the Upsize Closing Date.
Section 5.Finance Document. This Amendment constitutes a Finance Document as such term is defined in, and for purposes of, the Common Terms Agreement. Each of the parties hereto agrees that each reference to “Common Terms Agreement” in each Finance Document, including the Intercreditor Agreement and Credit Facility Agreement, shall refer to the Common Terms Agreement as amended hereby. Each of the applicable parties hereto agrees that each reference to “Common Security and Account Agreement” in each Finance Document, including the Common Terms Agreement, the Intercreditor Agreement and Credit Facility Agreement, shall refer to the Common Security and Account Agreement as amended hereby.
Section 6.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
Section 7.Consent to Jurisdiction. The provisions of Section 23.14 (Consent to Jurisdiction) of the Common Terms Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
Section 8.Headings. All headings in this Amendment are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.
Section 9.Binding Nature and Benefit; Amendment. This Amendment shall be binding upon and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Amendment may not be amended or modified except pursuant to a written instrument signed by all parties hereto.
Section 10.Counterparts. This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 11.No Modifications; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Common Terms Agreement, the Credit Facility Agreement and the other Finance Documents shall continue unchanged and shall remain in full force and effect. This Amendment shall apply solely in the specific instances and for the specific
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purposes expressly set forth herein and shall not be deemed or construed as a waiver of any other matters or to prejudice any rights which any of the Secured Parties may now have or may have in the future under or in connection with the Finance Documents or any of the instruments or documents referred to therein, nor shall this Amendment apply to any other matters.
Section 12.E-Signature. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any legal requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 13.Guarantee Reaffirmation. The Guarantor hereby confirms, reaffirms and ratifies its obligations under the Finance Documents. After giving effect to this Amendment, each Obligor hereby (a) confirms the security interest in the Collateral granted by it in favor of the Collateral Agent for itself and for the ratable benefit of the Secured Parties pursuant to the Security Documents and (b) to the extent not otherwise effected by the preceding clause (a), as security for the prompt and complete payment and performance when due of all of the Senior Debt Obligations, further grants to the Collateral Agent for itself and for the ratable benefit of the Secured Parties a continuing security interest, in all of such Obligor’s right, title and interest in, to and under the Collateral, in each case, whether now owned or existing or hereafter acquired, arising or created, and wherever located.
Section 14.Direction to Credit Facility Agent and Intercreditor Agent.
14.1 By their signature below, each of the undersigned Credit Facility Lenders (collectively constituting the Required Lenders) instructs the Credit Facility Agent to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment;
14.2 Based on the instructions in Section 14.1, the Credit Facility Agent, constituting the Requisite Intercreditor Parties (as defined in the Intercreditor Agreement), hereby directs the Intercreditor Agent (i) to execute this Amendment, (ii) consent to the execution of this Amendment by the Collateral Agent and (iii) direct the Collateral Agent to execute this Amendment; and
14.3 Based on the instructions in Section 14.2, the Intercreditor Agent hereby directs the Collateral Agent to execute this Amendment.
[Remainder of the page left intentionally blank.]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

VENTURE GLOBAL PLAQUEMINES LNG, LLC, as the Borrower
By: /s/ Jonathan W. Thayer Name: Jonathan W. Thayer Title: Chief Financial Officer
VENTURE GLOBAL GATOR EXPRESS, LLC, as the Guarantor
By: /s/ Jonathan W. Thayer Name: Jonathan W. Thayer Title: Chief Financial Officer

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above. |
NATIXIS, NEW YORK BRANCH, as Credit Facility Agent
By: /s/ Katarina Janosikova Name: Katarina Janosikova Title: Director By: /s/ Frederic Bouley Name: Frederic Bouley Title: Director

Acknowledged and agreed as of the first date set forth above. ROYAL BANK OF CANADA, as Intercreditor Agent
By: /s/ Sabrina Wang Name: Sabrina Wang Title: Deal Manager

Acknowledged and agreed as of the first date set forth above. ROYAL BANK OF CANADA, as Collateral Agent
By: /s/ Sabrina Wang Name: Sabrina Wang Title: Deal Manager

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
ROYAL BANK OF CANADA, as Lender
By: /s/ Don J. McKinnerney Name: Don J. McKinnerney Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Landesbank Baden-Württemberg, New York Branch, as Lender
By: /s/ A. Bruns Name: A. Bruns Title: Director By: /s/ M. Thier Name: M. Thier Title: Executive Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
DZ Bank AG, Deutsche Zentral-Genossenschaftsbank, New York Branch, as Lender
By: /s/ Glenn Patterson Name: Glenn R. Patterson Title: Executive Director By: /s/ Gionata Vazzana Name: Gionata Vazzana Title: Assistant Vice President

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
The Bank of Nova Scotia, Houston Branch, as Lender
By: /s/ Joe Lattanzi Name: Joe Lattanzi Title: Managing Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
ING Capital LLC, as Lender
By: /s/ Subha Pasumarti Name: Subha Pasumarti Title: MD By: /s/ Gabriel D’HUART Name: Gabriel D’HUART Title: Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Regions Bank, as Lender
By: /s/ Tedrick Tarver Name: Tedrick Tarver Title: Managing Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Starwood 2024-SIF4, LLC, as Lender
By: /s/ Haig Najarian Name: Haig Najarian Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Starwood 2025-SIF5, LLC, as Lender
By: /s/ Haig Najarian Name: Haig Najarian Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Starwood 2026-SIF7, LLC, as Lender
By: /s/ Haig Najarian Name: Haig Najarian Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Kfw IPEX-Bank GmbH, as Lender
By: /s/ Markus Schmidt Name: Markus Schmidt Title: Director By: /s/ Olga Zavrichko Name: Olga Zavrichko Title: Associate

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above. |
RREEF America LLC on behalf of RIN II, Ltd., RIN III Ltd., RIN IV Ltd., RIN V LLC, RIN VI LLC, RIN VII LLC, RIN VIII LLC, RIN IX LLC, RIN 10 LLC, RIN XI LLC, RIN XII LLC, RIN XIII LLC, RIN XIV LLC, as Lender
By: /s/ Jonathan Newman Name: Jonathan Newman Title: Authorized Signatory By: /s/ Matt Woods Name: Matt Woods Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above. |
Bank Gospodarstwa Krajowego, as Lender
By: /s/ Anna Oleksy Name: Anna Oleksy Title: Proxy By: /s/ Anna Frankowska Name: Anna Frankowska Title: Proxy

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above. |
CaixaBank, S.A., as Lender
By: /s/ Marta Lucia Gil Name: Marta Lucia Gil Title: Fecha By: /s/ Jorg Hahn Name: Jorg Hahn Title: Fecha

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
FIRSTBANK PUERTO RICO D/B/A FIRSTBANK FLORIDA, as Lender
By: /s/ Kevin P. Flynn Name: Kevin P. Flynn Title: SVP, Corporate Banking Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as Lender
By: /s/ Lin (Allan) Sun Name: Lin (Allan) Sun Title: Head of Project Finance

By: /s/ Pedro Craveiro
Name: Pedro Craveiro
Title: Assistant Vice President
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Mizuho Bank, Ltd., as Lender
By: /s/ Dominick D’Ascoli Name: Dominick D’Ascoli Title: Managing Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
RAYMOND JAMES BANK, as Lender
By: /s/ Robert F. Moyle Name: Robert F. Moyle Title: Managing Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
BANCO SANTANDER, S.A., as Lender
By: /s/ Rocio Gomá Simón Name: Rocio Gomá Simón Title: Vice President

By: /s/ Ignacio Ruiz de Assin
Name: Ignacio Ruiz de Assin
Title: Vice President
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
JPMORGAN CHASE BANK, N.A., as Lender
By: /s/ Omar Valdez Name: Omar Valdez Title: Executive Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
NATIXIS, NEW YORK BRANCH, as Lender
By: /s/ John Sickler III Name: John Sickler III Title: Director

By: /s/ David B Martens
Name: David B Martens
Title: Managing Director
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
By: /s/ Anne-Maureen Sarfati Name: Anne-Maureen Sarfati Title: Managing Director

By: /s/ Erlantz Peñalba Arce
Name: Erlantz Peñalba Arce
Title: US Head of Project Finance and Credit Risk Monitoring
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
BANK OF AMERICA, N.A., as Lender
By: /s/ Christopher Baethge Name: Christopher Baethge Title: Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
TRUIST BANK, as Lender
By: /s/ David Rhodes Name: David Rhodes Title: Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
WELLS FARGO BANK, N.A., as Lender
By: /s/ Eric Burg Name: Eric Burg Title: Vice President

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
CiMa Luxembourg S.à r.l., on behalf of its compartment 2024-9, as Lender
By: /s/ Beata Wlodarczak-Mantione Name: Beata Wlodarczak-Mantione Title: Manager

By: /s/ Federico Papandrea
Name: Federico Papandrea
Title: Manager
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
AMAPS 4 SMA (DIA FC) LLC, as Lender By: AMAPS 4 SMA (DIA) LLC, its managing member By: AMAPS 4 LLC, its managing member By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner
By: /s/ William B. Kuesel Name: William B. Kuesel Title: Vice President

APOLLO CREDIT FUND (LEVERED)
AGGREGATOR A LTD.,
as Lender
By: Apollo ST Fund Management LLC, its
investment manager
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President
Signature Page to Omnibus Amendment Agreement

APOLLO CREDIT STRATEGIES ABSOLUTE RETURN AGGREGATOR A, L.P., as Lender
By: Apollo Credit Strategies Absolute Return Management, L.P., its investment manager By: Apollo Credit Strategies Absolute Return Management GP, LLC, its general partner By: /s/ William B. Kuesel Name: William B. Kuesel Title: Vice President

APOLLO DIVERSIFIED CREDIT FUND,
as Lender
By: Apollo Capital Credit Advisor, LLC, its investment manager
By: /s/ Kristin Hester
Name: Kristin Hester
Title: Vice President
APOLLO OFFSHORE CREDIT FUND (UNLEVERED) AGGREGATOR A LP,
as Lender
By: Apollo ST Credit Partners GP LLC, its general partner
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President
Signature Page to Omnibus Amendment Agreement

APOLLO PYTHIA FUND, L.P., as Lender
By: Apollo Delphi Management, L.P., its investment manager By: Apollo Delphi Management GP, LLC, its general partner By: /s/ William B. Kuesel Name: William B. Kuesel Title: Vice President

APOLLO TR US BROADLY SYNDICATED LOAN LLC,
as Lender
By: Apollo MAC Replacement Management, LLC, its investment manager
And By: Apollo Total Return Enhanced Management, LLC, its investment manager
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President
Signature Page to Omnibus Amendment Agreement

ATC AGGREGATOR (D-1), L.P.,
as Lender
By: Apollo ACT Capital Advisors, L.P., its general partner
By: ACTC Advisors GP, LLC, its general partner
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President
ATHORA LUX INVEST NL
a reserved alternative investment fund in the form of a Luxembourg special limited partnership (société en commandite spéciale), acting in respect of its compartment, ATHORA LUX INVEST NL – CRE DIRECT LENDING FUND, acting through its managing general partner Athora Lux Invest Management and represented by its delegate portfolio manager, Apollo Management International LLP,
as Lender
By: Apollo Management International LLP, its
portfolio manager
By: Apollo International Management Holdings,
LLC, its member
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President
Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Sumitomo Mitsui Banking Corporation, as Lender
By: /s/ Brian Caldwell Name: Brian Caldwell Title: Managing Director

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
Goldman Sachs Bank USA, as Lender
By: /s/ Elizabeth Tosin Name: Elizabeth Tosin Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

Acknowledged and agreed as of the first date set forth above.
RV AIP S.C.S. SICAV-SIF RV TF2 Infra Debt, as Lender
By: /s/ Anna-Maria Müsch Name: Anna-Maria Müsch Title: Conducting Officer By: /s/ Manaf Azmeh Name: Manaf Azmeh Title: Conducting Officer

Signature Page to Omnibus Amendment Agreement