Exhibit 10.23

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

 

Form of Increase Confirmation

 

To:The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility Agent

 

From:CADELER A/S as Borrower
  
Dated:21 May 2026

 

Dear Sirs

 

Cadeler - Facility Agreement dated 24 November 2025 (the Facility Agreement)

 

1We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as an Increase Confirmation for the purpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

 

2We refer to Clause 2.2 (Increase) of the Facility Agreement.

 

3The Increase Lender agrees to assume and will assume all of the obligations corresponding to € 40,000,000.00 (the Increase Commitment) as if it was an Original Lender under the Facility Agreement.

 

4The proposed date on which the increase in relation to the Increase Lender is to take effect (the Increase Effective Date) is 22 May 2026 or the date of confirmation of this Agreement by the Facility Agent, whichever is later.

 

5On the Increase Effective Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender.

 

6The Increase Lender hereby appoints the Facility Agent to act as its agent under and in connection with the Finance Documents in accordance with Clause 28 (Roles of Facility Agent, Mandated Lead Arrangers and Green Loan Co-ordinator) of the Agreement.

 

7The administrative details of the Increase Lender for the purposes of this Agreement are set out below:

 

Legal name of Lender: KfW IPEX-Bank GmbH
Registered Address:

Palmengartenstraße 5-9

60325 Frankfurt am Main

German

Contact details for Operational matters:

Name: [REDACTED]

Address: see above

Tel. Number: [REDACTED]

Email address: [REDACTED]

Contact details for Credit matters:

Name: [REDACTED]

Address: see above

Tel. Number: [REDACTED]

Email address: [REDACTED]

 

 

 

 

Standard Settlement Instructions

 

Currency:

Correspondent Bank Name / SWIFT/ Sort Code:

Intermediary Bank Name / SWIFT / Sort Code:

Beneficiary name / SWIFT / Sort Code:

Beneficiary account name:

Beneficiary IBAN / Account Number:

 

 

Please refer to the Admin Details form provided

 

8The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 2.2 (Increase).

 

9This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

10This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

 

 

 

/s/ Peter Brogaard Hansen  
Cadeler A/S as Borrower  

 

/s/ Clare Shanahan  /s/ Delphine Deroche
Clare Shanahan  Delphine Deroche
Vice President  Director

 

KfW IPEX-Bank GmbH as the Increase Lender

 

This Increase Confirmation is executed by the Facility Agent and the Increase Effective Date is confirmed on

 

/s/ Abdul Hakeem Bin Haji Osman  
Abdul Hakeem Bin Haji Osman  
Vice President  
Issuer Services  

 

For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch