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Contract analysis / comfort-letter-request.docx
comfort-letter-request.docx
1016-00003 · 11 clauses
High · 0 Medium · 0 Standard · 6
1. Introduction and Engagement Context Standard
⚑ Commercial term
1. Introduction and Engagement Context Calderwood & Harkness LLP serves as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Company"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers"), in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375%
2. Purpose and Basis of Request
2. Purpose and Basis of Request We are writing to request that Alverton deliver two comfort letters in accordance with the standards established in AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) of the AICPA Professional Standards (as revised and in effect as of the date hereof): (a) An initial comfort letter (the "Initial Comfort Letter") dated as of the closing date of the Offering
Section 8(f) of the Purchase Agreement requires, as a condition to the obligation of the I
Section 8(f) of the Purchase Agreement requires, as a condition to the obligation of the Initial Purchasers to purchase the Notes, the delivery by Alverton of (i) a comfort letter dated as of the Closing Date addressed to the Initial Purchasers and issuer's counsel, and (ii) a bring-down comfort letter dated as of the Closing Date, each in form and substance reasonably satisfactory to the Initial Purchasers and their
3. Scope of the Initial Comfort Letter Standard
⚑ Commercial term
3. Scope of the Initial Comfort Letter We request that the Initial Comfort Letter address the following matters: 3.1 Independence. The Initial Comfort Letter should contain a statement confirming that Alverton & Co. LLP is an independent public accounting firm with respect to Dunmore Energy Holdings Ltd. and its consolidated subsidiaries within the meaning of Rule 101 of the AICPA Code of Professional Conduct and its
4. Scope of the Bring-Down Comfort Letter Standard
⚑ Commercial term
4. Scope of the Bring-Down Comfort Letter We request that the Bring-Down Comfort Letter be dated as of the Closing Date, May 15, 2025, and that it update and confirm the statements and procedures set forth in the Initial Comfort Letter through the "Bring-Down Date," which shall be a date not more than five (5) business days prior to the Closing Date (i.e., not earlier than May 8, 2025). Specifically, we request that
5. Addressees and Reliance
5. Addressees and Reliance We request that the Comfort Letters be addressed to the following parties: (a) Ridgeline Capital Markets LLC (as Lead Initial Purchaser and Lead Left Bookrunner) 383 Madison Avenue, 22nd Floor New York, NY 10179 (b) Clarion Securities Inc. (as Joint Bookrunner) One Financial Center Boston, MA 02111 (c) Pinnacle Partners LLC (as Co-Manager) 200 West Street, Suite 4400 New York, NY 10282 (d)
6. Form of Comfort Letter
6. Form of Comfort Letter We request that the Comfort Letters be substantially in the form of Example A (applicable to a non-registered offering to be sold pursuant to an exemption from the registration requirements of the Securities Act) as set forth in AU-C Section 920 of the AICPA Professional Standards, with such modifications as may be necessary or appropriate to reflect the specific facts and circumstances of t
7. Specific Sections and Pages of the Offering Memorandum Standard
⚑ Commercial term
7. Specific Sections and Pages of the Offering Memorandum Set forth below is a list of the specific sections of the Offering Memorandum to which the comfort letter procedures described herein should apply. We note that the page references set forth below are based on the draft Preliminary Offering Memorandum dated April 28, 2025, and may be subject to change upon finalization of the Final Offering Memorandum. We will
8. Timing and Delivery
8. Timing and Delivery We respectfully request that the following timeline be observed with respect to the preparation and delivery of the Comfort Letters: (a) Draft Initial Comfort Letter: To be delivered to Calderwood & Harkness LLP and Whitfield Baxter & Cohn LLP no later than May 9, 2025. (b) Executed Initial Comfort Letter and Bring-Down Comfort Letter: To be delivered on the Closing Date, May 15, 2025, simultan
9. Enclosures Standard
⚑ Commercial term
9. Enclosures For your reference and convenience, the following documents are enclosed with this letter: (a) A copy of the draft Preliminary Offering Memorandum dated April 28, 2025, marked to show the specific sections and pages containing financial data, amounts, percentages, and statistics that are subject to the comfort procedures described herein; (b) A draft of the Purchase Agreement among the Issuers, the guar
10. Contact Information and Closing Standard
⚑ Commercial term
10. Contact Information and Closing We request that Alverton direct any questions, comments, or requests for clarification regarding the matters set forth in this letter to the following individuals at Calderwood & Harkness LLP: Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 450-4263 Email: jennifer.kwon@calderwoodharkness.com Eric Johannsen