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Contract analysis / payoff-letter-2028-notes.docx
payoff-letter-2028-notes.docx
High · 0
Medium · 6
Standard · 4
1. Addressees
1. Addressees Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002 Attention: Deepa Rajaram, Chief Financial Officer; Alistair Forde, General Counsel With a copy to: Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056 Dunmore upstream Finance Corp. c/o Ashgrove Services Inc. 28 Liberty Street New York, New York 10005
2. Recitals / Background
Standard
⚑ Commercial term
2. Recitals / Background Reference is hereby made to that certain Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Existing Indenture"), by and among Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" and, together w
3. Payoff Amount
Standard
⚑ Commercial term
3. Payoff Amount Based upon the Trustee's records and the terms of the Existing Indenture, the following amounts are required to consummate the Partial Redemption on the Payoff Date: 3.1 Principal Component The aggregate principal amount of Existing Notes to be redeemed on the Payoff Date is: $450,000,000.00 This Partial Redemption constitutes a redemption of a portion, but not all, of the outstanding Existing Notes.
4. Wire Transfer Instructions
Medium
⚑ Notice / time limit to track
4. Wire Transfer Instructions 4.1 Wire Instructions for Payoff Amount The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account: Bank Name: Greaves Bancorp New York, New York ABA/Routing Number: 021000021 Account Name: Northgate Trust Company, N.A. — Corporate Trust, as Trustee for the 7.50% Senior Unsecured Notes due 2028 Account Number: 8827-4410-6093 Reference: "D
5. Confirmation of Outstanding Balance Post-Redemption
Medium
⚑ Forum / governing law
5. Confirmation of Outstanding Balance Post-Redemption Upon receipt of the Payoff Amount in full and completion of the Partial Redemption in accordance with this Payoff Letter and the Existing Indenture, the Trustee confirms that the aggregate principal amount of Existing 7.50% Senior Unsecured Notes due 2028 remaining outstanding shall be: $400,000,000.00 The Existing Indenture shall remain in full force and effect
6. Release Mechanics
Medium
⚑ Notice / time limit to track
6. Release Mechanics 6.1 No Release of Indenture or Guarantees The parties hereby acknowledge and confirm that the Partial Redemption effected pursuant to this Payoff Letter constitutes a partial optional redemption of the Existing Notes and does not constitute (i) a satisfaction and discharge of the Existing Indenture pursuant to Article 8 thereof, (ii) a legal defeasance or covenant defeasance of the Existing Notes
7. Representations and Acknowledgments of the Trustee
Medium
⚑ Notice / time limit to track
7. Representations and Acknowledgments of the Trustee Northgate Trust Company, N.A., solely in its capacity as Trustee under the Existing Indenture and based solely upon its own records maintained in such capacity, hereby confirms the following as of the date hereof: (a) Outstanding Principal Amount. The aggregate principal amount of Existing Notes currently outstanding under the Existing Indenture is $850,000,000. N
8. Conditions to Effectiveness
Standard
⚑ Commercial term
8. Conditions to Effectiveness This Payoff Letter shall become effective, and the Payoff Amount set forth in Section 3.4 above shall be deemed final and binding, only upon the satisfaction (or waiver by the Trustee in its sole discretion) of all of the following conditions: (a) Receipt of Payoff Amount. The Trustee shall have received the Payoff Amount in full, in immediately available funds, by wire transfer to the
9. Authorization
Standard
⚑ Commercial term
9. Authorization This Payoff Letter is delivered by Northgate Trust Company, N.A. solely in its capacity as Trustee under the Existing Indenture and not in its individual or corporate capacity, and nothing herein shall be construed to impose any personal liability on Northgate Trust Company, N.A. or any of its officers, directors, employees, or agents. The Trustee shall have no liability for the accuracy or completen
10. Governing Law
Medium
⚑ Forum / governing law
10. Governing Law This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The choice of governing law set fort
11. Counterparts and Delivery
Medium
⚑ Notice / time limit to track
11. Counterparts and Delivery This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the origin