Contract analysis

ARTICLE 1 DEFINITIONS; INTERPRETATION

Section 1.01 — Definitions. All capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the respective meanings assigned to such terms in the Indenture. For purposes of this Supplemental Indenture, the following terms shall have the meanings set forth below: "Indenture" means the Indenture, dated as of May 15, 2025, among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Fin

Section 1.02 — Rules of Construction. (a) All references herein to the "Indenture" shall mean the Indenture as supplemented by this Supplemental Indenture and as may be further amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, and all references in the Indenture and the Notes to the "Indenture" shall be deemed to include this Supplemental Indenture. (b) The rules o

ARTICLE 2 AGREEMENT TO BE BOUND; GUARANTEE

Section 2.01 — Agreement to Be Bound. (a) The New Guarantor hereby expressly and unconditionally agrees to be fully bound by all of the terms, conditions, covenants, provisions, agreements, restrictions, and obligations of the Indenture that are applicable to a Guarantor thereunder, in each case as if the New Guarantor had been an original signatory to the Indenture as a Guarantor on the date of execution thereof. Wi

Section 2.02 — Guarantee. (a) The New Guarantor hereby fully, unconditionally, and irrevocably guarantees, on a joint and several basis with each Existing Guarantor and each other Guarantor, to each Holder of Notes authenticated and delivered under the Indenture and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Iss

Section 2.03 — Limitation on Guarantee. (a) Notwithstanding anything to the contrary contained in this Supplemental Indenture or in the Indenture, the obligations of the New Guarantor under the New Guarantor Guarantee shall be limited to the maximum amount that would not render the New Guarantor's obligations under such Guarantee voidable or unenforceable under applicable fraudulent conveyance, fraudulent transfer, o

Section 2.04 — Contribution. (a) In order to provide for just and equitable contribution among the Guarantors, the New Guarantor agrees that, in the event any payment or distribution is made by the New Guarantor under the New Guarantor Guarantee, the New Guarantor shall be entitled to a right of contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata share of such payment, based o

Section 2.05 — Waiver of Subrogation. The New Guarantor hereby unconditionally and irrevocably waives any and all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or any other claim that the New Guarantor may now or hereafter have against the Issuers or any other Guarantor arising out of, or in connection with, the New Guarantor Guarantee or any payment made by the New Guarantor under

Section 2.06 — Guarantee Unconditional. (a) The obligations of the New Guarantor under this Supplemental Indenture and the New Guarantor Guarantee are absolute, unconditional, and irrevocable, irrespective of, and the New Guarantor hereby irrevocably waives any defense it may now or hereafter have based upon or arising out of: (i) the validity, regularity, legality, or enforceability of the Notes, the Indenture, or a

ARTICLE 3 COLLATERAL; SECURITY INTERESTS

Section 3.01 — Grant of Security Interest. Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall execute and deliver to Northgate Trust Company, N.A., in its capacity as Collateral Agent, a joinder agreement, pledge and security agreement, or other applicable Security Document (collectively, the "New Guarantor Security Documents"), substantially in the form attached he

Section 3.02 — Perfection. The New Guarantor shall take all actions necessary or advisable to create, preserve, protect, and perfect the security interests granted under Section 3.01 and under the New Guarantor Security Documents, including, without limitation: (a) if the New Guarantor is organized in a jurisdiction within the United States, filing UCC-1 financing statements (and continuation statements in respect th

Section 3.03 — Intercreditor Agreement. (a) The New Guarantor hereby acknowledges, agrees to, and confirms that it shall be bound by all of the terms, conditions, and provisions of the Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Facility), the Issuers,

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR The New Guarantor hereby represents and warrants to each other Party hereto, as of the date hereof, as follows:

Section 4.01 — Organization and Good Standing. The New Guarantor is a [Insert entity type — e.g., limited liability company / corporation / limited partnership] duly organized, validly existing, and in good standing (or, if applicable, the equivalent status under the laws of its jurisdiction of organization) under the laws of [Insert jurisdiction of organization]. The New Guarantor has the requisite organizational po

Section 4.02 — Authorization. The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and any related Security Documents to which the New Guarantor is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary [corporate / limited liability company / partnership / other applicable entity] action on the p

Section 4.03 — Enforceability. This Supplemental Indenture has been duly executed and delivered by the New Guarantor and constitutes, and each New Guarantor Security Document, when duly executed and delivered by the New Guarantor, will constitute, the valid and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its terms, subject in each case to (a) applicable bankruptcy

Section 4.04 — No Conflict. The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture and the New Guarantor Security Documents, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate, conflict with, or result in a breach or contravention of, or constitute a default under, the certificate or articles of incorporation, bylaws, limited liability

Section 4.05 — Governmental Approvals. No governmental authorization, approval, consent, license, permit, registration, filing, notice, or qualification with or of any federal, state, local, or foreign governmental authority or regulatory body is required for the execution, delivery, and performance by the New Guarantor of this Supplemental Indenture or any New Guarantor Security Document, or for the granting of the

Section 4.06 — Sanctions Representations. (a) The New Guarantor represents and warrants that neither the New Guarantor nor any of its directors, officers, employees, or, to the knowledge of the New Guarantor, agents is a person that is, or is 50% or more owned (directly or indirectly, individually or in the aggregate) by one or more persons that are: (i) the target of any sanctions administered or enforced by the U.S

ARTICLE 5 COVENANTS OF THE NEW GUARANTOR

Section 5.01 — Assumption of Covenants. The New Guarantor hereby covenants and agrees that, from and after the date of execution and delivery of this Supplemental Indenture, it will comply with and be bound by all of the covenants, agreements, and obligations set forth in the Indenture that are applicable to a Guarantor, including, without limitation, the following covenants of the Indenture (each as more fully set f

Section 5.02 — Delivery of Opinions and Certificates. Simultaneously with the execution and delivery of this Supplemental Indenture, the New Guarantor shall deliver, or cause to be delivered, to the Trustee each of the following: (a) Officer's Certificate. An Officer's Certificate, substantially in the form attached hereto as Exhibit B, executed by an authorized officer of the New Guarantor, certifying that all condi

ARTICLE 6 RELEASE OF GUARANTEE

Section 6.01 — Conditions for Release. (a) The New Guarantor Guarantee shall be automatically and unconditionally released, and the New Guarantor shall be automatically and unconditionally released from all of its obligations under this Supplemental Indenture and the Indenture (as a Guarantor), without the need for any further action by the Trustee, the Collateral Agent, any Holder, or any other person, upon the occu

Section 7.01 — Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the New Guarantor, the Issuers, and the Trustee. From and after such effective date, the New Guarantor shall be a Guarantor for all purposes under the Indenture, the Notes, the Security Documents, and each other document, instrument, or agreement executed or delivered in connection t

Section 7.02 — Indenture Remains in Full Force and Effect. Except as expressly supplemented, modified, and amended by this Supplemental Indenture, the Indenture and the Notes shall continue in full force and effect in accordance with their respective terms, and all of the provisions of the Indenture and the Notes are hereby ratified and confirmed in all respects. The Indenture, as supplemented by this Supplemental In

Section 7.03 — Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Supplemental Indenture and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall prevail and govern in all respects; provided, however, that to the extent this Supplemental Indenture expressly modifies, supplements, or adds to the provisions of the Indenture

Section 7.04 — Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS SUPPLEMENTAL INDENTURE AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW

Section 7.05 — Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile transmission or by electronic transmission in portable document format (

Section 7.06 — Headings. The headings of the Articles and Sections of this Supplemental Indenture are inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture, and shall in no way modify, restrict, or affect the meaning or interpretation of any of the terms or provisions of this Supplemental Indenture.

Section 7.07 — Trustee Disclaimers. (a) Northgate Trust Company, N.A. hereby accepts the trusts created by this Supplemental Indenture and agrees to perform the duties and obligations imposed upon the Trustee and the Collateral Agent hereunder, on and subject to the same terms, conditions, protections, immunities, and limitations as are set forth in the Indenture (including Article [●] thereof), all of which are inco

Section 7.08 — Notices. All notices and other communications hereunder shall be made in accordance with the notice provisions set forth in Section [●] of the Indenture. For purposes of such notice provisions, the addresses for the Parties shall be as follows: If to the New Guarantor: [Insert Full Legal Name of New Guarantor] [Insert Street Address] [Insert City, State/Province, Postal Code, Country] Attention: [Inser

Section 7.09 — Severability. If any provision of this Supplemental Indenture is held to be invalid, illegal, void, or unenforceable under any applicable law, statute, rule, regulation, or judicial decree, such invalidity, illegality, or unenforceability shall not affect any other provision of this Supplemental Indenture, and this Supplemental Indenture shall be construed as if such invalid, illegal, or unenforceable

Section 7.10 — Successors and Assigns. This Supplemental Indenture shall be binding upon, and shall inure to the benefit of, the New Guarantor, the Issuers, the Trustee, and their respective successors and permitted assigns. All agreements, covenants, representations, warranties, and obligations of the New Guarantor in this Supplemental Indenture shall bind its successors and assigns, including any person that acquir

1. Joinder. The New Guarantor hereby agrees to be bound by all of the terms, conditions, covenants, and provisions of the Collateral Agreement, as if the New Guarantor had been an original party thereto as a "Grantor" (as defined therein). From and after the date hereof, the New Guarantor shall be, and shall be deemed to be, a "Grantor" for all purposes under the Collateral Agreement.

2. Grant of Security Interest. To secure the prompt and complete payment and performance of all Secured Obligations (as defined in the Collateral Agreement), the New Guarantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the New Guarantor's right, title, and interest in, to, and under all assets and propert

3. Applicable Security Documents for Non-U.S. New Guarantors. If the New Guarantor is organized under the laws of a jurisdiction outside the United States, the New Guarantor acknowledges and agrees that, in addition to (or in lieu of) this Collateral Joinder, the New Guarantor may be required to execute and deliver security documents governed by the laws of its jurisdiction of organization or the jurisdiction in whic

4. Representations and Warranties. The New Guarantor hereby makes each of the representations and warranties set forth in the Collateral Agreement applicable to a Grantor, as if such representations and warranties were set forth in full herein, mutatis mutandis.

5. Governing Law. This Collateral Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts-of-laws provisions thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).

6. Counterparts. This Collateral Joinder may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. [Signature page follows.] IN WITNESS WHEREOF, the undersigned has executed this Collateral Joinder as of the date first written above. [INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Guarantor and Grantor By: ________

1. Conditions Precedent. All conditions precedent set forth in the Indenture relating to the execution and delivery of the Supplemental Indenture by the New Guarantor, the Issuers, and the Trustee have been duly complied with and satisfied in all respects.

2. No Default. No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from, or arise as a consequence of, the execution and delivery of the Supplemental Indenture or the performance by the New Guarantor of its obligations thereunder.

3. Organization and Good Standing. The New Guarantor is a [Insert entity type] duly organized, validly existing, and in good standing (or, if applicable, the equivalent status) under the laws of [Insert jurisdiction], and has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Supplemental Indenture and the related Security Documents.

4. Organizational Approvals. All necessary [corporate / limited liability company / partnership / other] action on the part of the New Guarantor required for the authorization, execution, delivery, and performance of the Supplemental Indenture and the related Security Documents has been duly taken.

5. Resolutions. Attached hereto as Annex 1 are true, correct, and complete copies of the resolutions of the [board of directors / board of managers / general partner / equivalent governing body] of the New Guarantor authorizing the execution, delivery, and performance of the Supplemental Indenture and the related Security Documents, which resolutions have not been amended, modified, rescinded, or revoked and remain i

6. Incumbency. The following persons are the duly elected, appointed, or designated officers of the New Guarantor holding the offices set forth opposite their respective names below, and the signatures set forth opposite their respective names below are their true and genuine signatures: The undersigned has executed this Officer's Certificate as of [●], 20[●]. By: ________ Name: [Insert] Title: [Insert] [Insert Full