FOURTH OMNIBUS AMENDMENT
This FOURTH OMNIBUS AMENDMENT (the “Agreement”), dated as of November 24, 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 agent for the Secured Parties (together with its successors, designees and assigns in such capacity, “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 Borrower and the Opco Borrower 1, the “Borrowers”), and the Lenders party hereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the 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, dated June 12, 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 (the “Second Omnibus Amendment”), that certain Seventh Amendment and Consent to Credit Agreement, dated as of September 2, 2025, that certain Waiver Number 2 and Eighth Amendment to Credit Agreement, dated as of October 14, 2025, and that certain 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 institutions from time to time party thereto as lenders (the “Lenders”) and as issuers of 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, the Devco Borrower, the Opco Borrower 2, Class B Member (Prairie), the Administrative Agent, and LongPoint Prairie Class A, LLC, a Delaware limited
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 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, 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 is taking place on or around the date hereof, the Borrowers request that (i) the Lenders, 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. Effective as of the occurrence of the Payoff (as defined in that certain 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 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-underlined text (indicated textually in the same manner as the following example: double-underlined text ):
Section 8.7 Restricted Payments.
(a) Except (A) Restricted Payments by a Project Group Member to a Project Group 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 into with the consent of the Required Lenders to the extent such costs are reflected in the Base Case Model or (ii) in an amount not to exceed $500,000 in the aggregate, 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 Borrowing of Construction Loans and Bridge Loans on the Financial Closing Date, (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, permit any Project Group Member to make, agree to pay or make, or permit any Project Group Member to make, directly or indirectly, any Restricted Payment.
(b) Notwithstanding the foregoing, a Restricted Payment may be made on the SC Funding Date for the Bluebird Project from the Seller Account to MN8 Energy Operating Company LLC of approximately $59,000,000 of the funds on deposit in the Seller Account provided that such Restricted Payment shall not be made unless at least an amount equal to the greater of (x) $74,000,000, and (y) the outstanding principal amount of the Bridge Loans and Upsize Bridge Loans with respect to the Bluebird Project, remains on deposit in the Seller Account after giving effect to such Restricted Payment.
(c) Notwithstanding anything to the contrary in this Agreement or the other Financing Documents (including Section 12.22 (Borrower Liability)):
(i) the Back-Leverage Date in respect of the Bluebird Project shall occur only upon (x) the prepayment required to be made on the SC Funding Date for the Bluebird Project pursuant to Section 2.8(b)(i)(5) being made, and (y) the Bridge Loans and Upsize Bridge Loans with respect to the Bluebird Project being repaid in full by such mandatory prepayment;
(ii) Devco Borrower (x) shall remain obligated to comply with the Credit Agreement and the other Credit Documents until the Discharge Date and shall not be released from any obligations or liabilities with respect to any failure to comply therewith, subject to Section 1(c) of the Second Omnibus Amendment and Section
11(b) of the Prairie Interparty Agreement (y) shall remain obligated to comply with the Depositary Agreement until the Discharge Date and shall not be released from any 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) Bluebird SC Funding. Within three Business Days of the date of the Restricted Payment described in Section 8.7(b), (a) an equity contribution in an amount equal to the mandatory prepayment required to be made on the SC Funding Date for the Bluebird Project pursuant to Section 2.8(b)(i)(5) has not been made by the Sponsor to OpCo Borrower 1, and (b) all outstanding Bridge Loans and Upsize Bridge Loans with 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-underlined text (indicated textually in the same manner as the following example: double-underlined text):
4.3 Tax Equity / Tax Credit Transfer Proceeds Accounts.
4.3.1 The Bluebird TE Partnership shall deposit or cause to be deposited into the Tax Equity / Tax Credit Transfer Proceeds Account (Bluebird):
(a) (i) all capital contributions made by a Class A Member or Class B Member (Bluebird) pursuant to the Tax Equity Documents or TC Structure Documents with respect to the Bluebird Project, and (ii) all payments made by the counterparties to the Tax Credit Transfer Documents with respect to the Bluebird Project, and (iii) all capital contributions made by the Sponsor or its Affiliate to the Class B Member (Bluebird) of funds to be applied toward the repayment of outstanding Bridge Loans and Upsize Bridge Loans.
(b) The applicable amounts from time to time on deposit in the Tax Equity / Tax Credit Transfer Proceeds Account (Bluebird) shall be available to the Borrower solely to be applied, (i) with respect to the amounts set forth in Section 4.3.1(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 Seller Account the portion of such amounts required to be paid to Devco Borrower 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 Documents or TC Structure Documents for the Bluebird Project, to (A) transfer to 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
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) with respect to the amounts set forth in Section 4.3.1(a)(ii) or 4.3.1(a)(iii), upon receipt of such amounts, to make mandatory prepayments Section 2.8(b)(i)(5) of the Credit Agreement with respect to the Bluebird Project.
(c) Funds on deposit in the Tax Equity / Tax Credit Transfer Proceeds Account (Bluebird) shall be disbursed in accordance with Section 4.3.1(b) from time to time pursuant to either (i) a funds flow memorandum delivered to the Depositary and the Administrative Agent in connection with the MC Funding Date or SC Funding Date under the Tax Equity Documents or TC Structure Documents, which shall be 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 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-underlined text (indicated textually in 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 proceeds of equity contributions made by the Sponsor and elected by Sponsor to be 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 or development and purchase agreement (or similar) entered into as one of the Tax Equity Documents or TC Structure Documents for any Project.
(b) The applicable amounts on deposit in the Seller Account shall be available 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 Agreement with respect to such Project, and (ii) with respect to (x) the amounts set forth in Section 4.5(a)(i), (ii), and (iii), to the extent funded by additional equity contributions by the Sponsor and (y) the amounts set forth in Section 4.5(a)(iv), in each case, upon the occurrence of the MC Funding Date or SC Funding Date under
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 the extent not funded by additional equity contributions by the Sponsor, upon the occurrence of the SC Funding Date under the Tax Equity Documents or TC Structure Documents for the Bluebird Project Company, to make Restricted Payments 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 Certificate or a Supplemental Payment Direction, as applicable, duly completed and delivered to the Depositary in accordance with Section 3.2
(d) Notwithstanding 4.5(b) above, applicable amounts on deposit in the Seller Account may, upon the occurrence and during the continuation of an Event of Default under Section 9.1(v) of the Credit Agreement, be applied by the Lenders toward the repayment of outstanding Bridge Loans and Upsize Bridge Loans with respect to the Bluebird Project.
(e) Devco Borrower hereby agrees that, notwithstanding anything to the contrary in the Credit Agreement or any other Credit Document, until the Discharge Date:
(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) except as provided in Section 8.7(b) of the Credit Agreement, it will not cause any amount on deposit in the Seller Account paid to Devco Borrower 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 a Project upon the occurrence of the MC Funding Date thereunder, to be transferred or otherwise disbursed from the Seller Account (other than pursuant to this Section 4.5, or to repay outstanding Bridge Loans and Upsize Bridge Loans in accordance with the Credit Documents) and the Lenders shall be permitted to cause such amounts to be applied in accordance with any interparty agreement entered into with the applicable Class A Member.
2. Representations and Warranties. Each Borrower hereby represents and warrants that:
(a) no Default or Event of Default has occurred and is continuing as of the date hereof, or would result from the execution, delivery of performance of this Agreement; and
(b) each representation and warranty set forth in Section 5 of the Existing Credit Agreement and in Article 2 of the Depositary Agreement is true and correct in all material respects as of the date hereof (or, if stated to have been made on or as of an earlier date,
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 and warranties are true and correct in all respects on and as of the date hereof (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).
(c) Each Borrower is duly organized and validly existing, has all requisite corporate, limited liability company or partnership (as applicable) power and authority to execute, deliver and perform this Agreement. Each Borrower is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material 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 parties thereto will be the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by (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 material Project Document or material indenture, agreement or other instrument binding upon such 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 of the Credit Agreement. From and after the date hereof, all references to the Credit Agreement in 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.
6. Headings. All headings in this Agreement are included only for convenience and ease of reference and shall not be considered in the construction and interpretation of any provision hereof.
7. Binding Nature and Effect. This Agreement shall be binding upon and inure to the 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 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 Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, 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, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or 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 amendment granted 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 amendment apply to any other matters. Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or 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.
11. Direction to Administrative Agent. Each of the undersigned Lenders hereby directs the Administrative Agent to, on the date hereof, 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.
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.
13. Direction to the Depositary. Each of the undersigned Lenders and the Administrative Agent hereby directs the Depositary to, on the date hereof, execute this Agreement. The Depositary shall have all of the rights, privileges and immunities afforded to it as Depositary under the Depositary Agreement.
[SIGNATURE PAGES TO FOLLOW]
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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| MN8 DEVCO 3 LLC |
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| By: | /s/ Jon Yoder |
| Name: | Jon Yoder |
| Title: | Authorized Signatory |
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| MN8 FMG CLASS B LLC |
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| By: | /s/ Jon Yoder |
| Name: | Jon Yoder |
| Title: | Authorized Signatory |
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| MN8 BLEEKER 2 LLC |
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| By: | /s/ Jon Yoder |
| Name: | Jon Yoder |
| Title: | Authorized Signatory |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| NATIXIS, NEW YORK BRANCH, as Administrative Agent | |
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| By: | /s/ Daniel Fahey | |
| Name: | Daniel Fahey | |
| Title: | Director | |
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| By: | /s/ Lisa Wong | |
| Name: | Lisa Wong | |
| Title: | Director | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| NATIXIS, NEW YORK BRANCH, as Collateral Agent | |
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| By: | /s/ Daniel Fahey | |
| Name: | Daniel Fahey | |
| Title: | Director | |
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| By: | /s/ Lisa Wong | |
| Name: | Lisa Wong | |
| Title: | Director | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| U.S. BANK NATIONAL ASSOCIATION, as Depositary | |
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| By: | /s/ Anjum Sarwar | |
| Name: | Anjum Sarwar | |
| Title: | | VP | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| NATIXIS, NEW YORK BRANCH, as a Lender | |
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| By: | /s/ James Kaiser | |
| Name: | James Kaiser | |
| Title: | Managing Director | |
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| By: | /s/ Arlind Aliaj | |
| Name: | Arlind Aliaj | |
| Title: | Vice President | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| HSBC BANK USA N.A., as a Lender | |
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| By: | /s/ Karun Chopra | |
| Name: | Karun Chopra, 23341 | |
| Title: | | Director, HSBC Infrastructure Finance |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| SOCIÉTÉ GÉNÉRALE, as a Lender | |
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| By: | /s/ Stephania Vasilieva | |
| Name: | Stephania Vasilieva | |
| Title: | | Vice-President | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| ZIONS BANCORPORATION, as a Lender | |
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| By: | /s/ Jack Scanlon | |
| Name: Jack Scanlon | |
| Title: Authorized Signatory | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| TEXAS CAPITAL BANK, as a Lender | |
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| By: | /s/ Leila Z. Aloi | |
| Name: | Leila Z. Aloi | |
| Title: | | Managing Director | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT
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| BANCO DE SABADELL, S.A. MIAMI BRANCH, as a Lender | |
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| By: | /s/ Enrique Castillo | |
| Name: | Enrique Castillo | |
| Title: | | Head of Corporate Banking | |
SIGNATURE PAGE TO MN8 FOURTH OMNIBUS AMENDMENT