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Contract analysis / indenture-redline-v1-to-v2.docx
indenture-redline-v1-to-v2.docx
1016-00003 · 19 clauses
High · 2 Medium · 1 Standard · 2
ARTICLE 1 — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE 1 — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE 6 — DEFAULTS AND REMEDIES
ARTICLE 6 — DEFAULTS AND REMEDIES
ARTICLE 8 — LEGAL DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE 8 — LEGAL DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE 9 — AMENDMENT, SUPPLEMENT AND WAIVER
ARTICLE 9 — AMENDMENT, SUPPLEMENT AND WAIVER
ARTICLE 11 — COLLATERAL AND SECURITY
ARTICLE 11 — COLLATERAL AND SECURITY
ARTICLE 12 — SATISFACTION AND DISCHARGE
ARTICLE 12 — SATISFACTION AND DISCHARGE
ARTICLE 13 — MISCELLANEOUS Standard
⚑ Commercial term
ARTICLE 13 — MISCELLANEOUS EXHIBITS SCHEDULES | INDENTURE THIS INDENTURE (as amended, supplemented, or otherwise modified from time to time, this "Indenture"), dated as of [●], 2025, is among: (1) DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House
ARTICLE 1
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 — Definitions. High
⚑ Penalty / liquidated damages
Section 1.01 — Definitions. As used in this Indenture, the following terms shall have the following meanings: "ABL Agent" means Velthorn National Bank, N.A., in its capacity as administrative agent under the ABL Credit Agreement, together with its successors and assigns in such capacity. "ABL Credit Agreement" means that certain Credit Agreement, dated as of June 30, 2023 (as amended, restated, supplemented, refinanc
Section 1.02 — Other Definitions.
Section 1.02 — Other Definitions. The following terms are defined in the Sections of this Indenture set forth opposite such terms:
Section 1.03 — Incorporation by Reference of Trust Indenture Act.
Section 1.03 — Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: (a) "indenture securities" means the Notes; (b) "indenture security holder" means a Holder; (c) "indenture to be qualified"
Section 1.04 — Rules of Construction. High
⚑ Non-compete / exclusivity restraint
Section 1.04 — Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it in this Indenture; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d) words in the singular include the plural, and in the plural include the singular; (e) "will" shall be interpreted to express a command; (f) provisions
Section 1.05 — Acts of Holders.
Section 1.05 — Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver, or other act of the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
Section 2.01 — Form and Dating. Medium
⚑ Forum / governing law
Section 2.01 — Form and Dating. (a) General. The Notes and the Trustee's certificate of authentication shall be substantially in the forms of Exhibit A (in the case of Rule 144A Global Notes) and Exhibit B (in the case of Regulation S Global Notes) hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, and may have such letters, numbers
Section 2.02 — Execution and Authentication. Standard
⚑ Commercial term
Section 2.02 — Execution and Authentication. (a) At least one Officer of each of the Issuers shall sign the Notes for each such Issuer by manual or facsimile signature. The Issuers hereby designate Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, or any other officer designated in a Board Resolution delivered to the Trustee, as the authorized signatories for purposes of executing
Section 2.03 — Registrar and Paying Agent.
Section 2.03 — Registrar and Paying Agent. (a) The Issuers hereby initially appoint Beacon Fiduciary Services LLC as Registrar, Paying Agent, and Transfer Agent. Sandra Mitchum shall serve as the initial Relationship Manager at such entity, with a principal office address at 240 Greenwich Street, 7th Floor, New York, New York 10007. (b) The Issuers may appoint one or more co-registrars and one or more additional payi
Section 2.04 — Paying Agent to Hold Money in Trust.
Section 2.04 — Paying Agent to Hold Money in Trust. Prior to each due date of the principal of, premium, if any, or interest on the Notes, the Issuers shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, or interest so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit
Section 2.05 — Holder Lists.
Section 2.05 — Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and a
Section 2.06 — Transfer and Exchange.
Section 2.06 — Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. All Global Notes will be exchanged by DTC for Definitive Notes if (i) DTC notifies the Issuers that it