DUNMORE ENERGY HOLDINGS LTD. 4100 Westchase Boulevard, Suite 1200 Houston, Texas 77042
September 15, 2025
VIA EMAIL AND OVERNIGHT COURIER
Mr. Craig Underhill Managing Director Pinnacle National Bank, N.A. 101 Congress Avenue Austin, Texas 78701
Re: Notice Pursuant to Section 6.01(h) of the Senior Secured Revolving Credit Agreement Dated March 15, 2023
Dear Mr. Underhill:
Reference is hereby made to that certain Senior Secured Revolving Credit Agreement, dated as of March 15, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Dunmore Energy Holdings Ltd., a Texas corporation (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Pinnacle National Bank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), providing for, among other things, a $750,000,000 senior secured revolving credit facility. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Pursuant to Section 6.01(h) of the Credit Agreement, the Borrower hereby notifies the Administrative Agent that, on August 22, 2025, the Office of the Attorney General of the State of Meridian, Antitrust Division, issued a Civil Investigative Demand bearing Reference No. AG-ANT-2025-04172 (the "CID"). The CID names as respondents the Borrower and its wholly owned subsidiary, Dunmore Fuel Supply, Inc., a Delaware corporation ("Dunmore Fuel Supply").
The CID relates to an investigation by the Attorney General of the State of Meridian into alleged bid rigging in connection with fuel-supply contracts awarded by the Meridian State Department of Transportation ("Meridian DOT") during the period from approximately January 2021 through December 2024. The Borrower and Dunmore Fuel Supply are named as respondents in the investigation, along with two other companies that are not affiliates of the Borrower. The investigation concerns conduct that, if established, would implicate the antitrust and competition laws of the State of Meridian, including the civil penalty and treble-damages provisions thereunder.
The Borrower believes that this investigation constitutes a "Litigation Event" as defined in Section 1.01 of the Credit Agreement. Specifically, the Borrower has determined that the potential financial exposure arising from the investigation could reasonably be expected to exceed the Material Adverse Effect threshold of $25,000,000 set forth in the Credit Agreement. In reaching this determination, the Borrower has considered, among other factors, that (i) the CID encompasses multiple contract awards spanning several fiscal years, (ii) the applicable Meridian antitrust statute provides for civil penalties and the recovery of treble damages, and (iii) follow-on civil claims by Meridian DOT, as the injured purchaser, remain possible. The Borrower has not included a specific dollar-amount breakdown of estimated exposure categories in this notice, as that analysis constitutes privileged attorney work product; however, based on the information presently available, the Borrower's good-faith assessment is that the aggregate potential exposure exceeds the $25,000,000 threshold referenced above.
The Borrower has retained Calderwood & Harkness LLP as outside counsel to represent the Borrower and Dunmore Fuel Supply in connection with this matter. The Borrower is cooperating with the investigation and will keep the Administrative Agent informed of material developments as they occur, consistent with the Borrower's obligations under the Credit Agreement.
The delivery of this notice shall not constitute, and shall not be construed as, an admission or acknowledgment by the Borrower, Dunmore Fuel Supply, or any of their respective affiliates, officers, directors, employees, or agents of any wrongdoing, liability, or violation of any applicable law, rule, or regulation. The Borrower expressly reserves all rights, remedies, and defenses available to it under the Credit Agreement, applicable law, or otherwise.
This notice is provided solely in compliance with the Borrower's obligations under Section 6.01(h) of the Credit Agreement and does not waive, and shall not be construed as a waiver of, any privilege or protection available to the Borrower or any of its affiliates, including, without limitation, the attorney-client privilege, the work-product doctrine, or any other applicable privilege, immunity, or protection, whether arising under federal, state, or common law.
Very truly yours,
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Deepa Narayan
Title: Chief Financial Officer
Date: ________
cc: Patricia Aldridge, Senior Vice President & General Counsel, Dunmore Energy Holdings Ltd.
Howard Bellamy, Calderwood & Harkness LLP