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Contract analysis / northgate-trust-in-house-opinion.docx
northgate-trust-in-house-opinion.docx
High · 1
Medium · 1
Standard · 0
1. Indenture — that certain Indenture, dated as of May 15, 2025 (the "Indenture"), among
1. Indenture — that certain Indenture, dated as of May 15, 2025 (the "Indenture"), among the Issuer, the Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the Notes and the Note Guarantees;
2. Collateral Agreement (U.S.) — that certain Pledge and Security Agreement, dated as of
2. Collateral Agreement (U.S.) — that certain Pledge and Security Agreement, dated as of May 15, 2025 (the "U.S. Security Agreement"), among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, a Delaware limited liability company, Dunmore Renewables LLC, a Delaware limited liability company, and Dunmore Midstream Holdings Inc., a Delaware corporation), and Northgate Trust Company, N.A., as Collateral
3. Intercreditor Agreement — that certain Intercreditor Agreement, dated as of May 15, 20
3. Intercreditor Agreement — that certain Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as agent under the ABL Credit Facility (the "ABL Agent"), the Issuers, and the Guarantors, establishing the relative priorities of the liens securing the Notes and the ABL Credit Facility, respectively
4. Paying Agency Agreement — that certain Paying Agency Agreement, dated as of May 15, 20
4. Paying Agency Agreement — that certain Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among the Issuers and Beacon Fiduciary Services LLC, as Paying Agent, which I have reviewed solely for purposes of understanding the coordination of duties among the parties in connection with payments on the Notes;
5. Purchase Agreement — that certain Purchase Agreement, dated as of May 12, 2025 (the "P
5. Purchase Agreement — that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, which I have reviewed solely for purposes of identifying the opinion delivery requirements applicable to Northgate Trust;
6. Registration Rights Agreement — that certain Registration Rights Agreement, dated as o
6. Registration Rights Agreement — that certain Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, setting forth the rights and obligations of the parties with respect to the registration of the Notes under the Securities Act;
7. Form of Global Note — the forms of the 144A Global Note and the Regulation S Global No
7. Form of Global Note — the forms of the 144A Global Note and the Regulation S Global Note (including the form of notation of guarantee appended thereto), attached as exhibits to the Indenture;
8. Collateral Agreement (Nigeria) — that certain Debenture and Charge, dated as of May 15
8. Collateral Agreement (Nigeria) — that certain Debenture and Charge, dated as of May 15, 2025 (the "Nigeria Security Agreement"), over certain assets of Dunmore Nigeria E&P Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent;
9. Collateral Agreement (England) — that certain Debenture, dated as of May 15, 2025 (the
9. Collateral Agreement (England) — that certain Debenture, dated as of May 15, 2025 (the "England Security Agreement"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent; and
10. Collateral Agreement (Senegal) — that certain Nantissement and cession fiduciaire, da
Medium
⚑ Assignment / subcontracting
10. Collateral Agreement (Senegal) — that certain Nantissement and cession fiduciaire, dated as of May 15, 2025 (the "Senegal Security Agreement"), over certain assets of Dunmore Senegal S.A. in favor of Northgate Trust Company, N.A., as Collateral Agent. The documents described in items 1, 2, 3, 8, 9, and 10 above are collectively referred to herein as the "Trustee Documents" (being those Transaction Documents to wh
1. Dunmore Nigeria E&P Ltd. — a limited liability company incorporated under the laws of
1. Dunmore Nigeria E&P Ltd. — a limited liability company incorporated under the laws of the Federal Republic of Nigeria and registered with the Corporate Affairs Commission ("CAC");
2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of
2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware;
3. Dunmore Renewables LLC — a limited liability company organized under the laws of the S
3. Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware;
4. Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of S
4. Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal;
5. Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State
5. Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State of Delaware; and
6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of Englan
High
⚑ Indemnity / guarantee obligation
6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales. The Guarantors identified in items 2, 3, and 5 above are collectively referred to herein as the "U.S. Guarantors." The Guarantors identified in items 1, 4, and 6 above are collectively referred to herein as the "Foreign Guarantors." SECTION 3: ASSUMPTIONS In rendering the opinions set forth herein, I have assumed the