dtc-eligibility-letter.docx

1016-00003 · Client 1016 · Closing

dtc-eligibility-letter.docx DOCUMENT Capital Markets

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BEACON FIDUCIARY SERVICES LLC Paying Agent · Registrar · Transfer Agent 240 Greenwich Street, 7th Floor New York, New York 10007 Telephone: (212) 528-7400 Facsimile: (212) 528-7499

May 15, 2025

Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002

Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056

Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179

Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019

Re: DTC Eligibility — $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.

Ladies and Gentlemen:

Reference is hereby made to that certain Indenture, dated as of May 15, 2025 (as it may be amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), among Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors named therein (collectively, the "Guarantors"), and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, acting in its capacity as trustee (in such capacity, the "Trustee") and collateral agent (in such capacity, the "Collateral Agent"), governing the 9.375% Senior Secured Notes due 2032 (the "Notes"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

Reference is further made to that certain Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), by and between the Issuers and Beacon Fiduciary Services LLC ("Beacon"), pursuant to which Beacon has been appointed to act as the paying agent (in such capacity, the "Paying Agent"), registrar (in such capacity, the "Registrar"), and transfer agent (in such capacity, the "Transfer Agent") for the Notes.

Beacon Fiduciary Services LLC is acting as Paying Agent, Registrar, and Transfer Agent for the Notes pursuant to, and in accordance with the terms and conditions set forth in, the Paying Agency Agreement. This letter (this "DTC Eligibility Letter") is being delivered by Beacon in connection with the closing of the offering of the Notes on the date hereof to confirm, among other things, the eligibility of the Notes for clearance and settlement through the book-entry facilities of The Depository Trust Company.

1. Description of the Securities

The Notes to which this DTC Eligibility Letter relates may be described as follows:

Title: 9.375% Senior Secured Notes due 2032.

Issuers: Dunmore Energy Holdings Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands, with Cayman Registry No. MC-384726, and Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware, with Employer Identification Number 93-4728106.

Aggregate Principal Amount: Eight Hundred Fifty Million United States Dollars ($850,000,000).

Maturity Date: May 1, 2032, unless earlier redeemed or repurchased in accordance with the terms of the Indenture.

Interest Rate: The Notes bear interest at a rate of 9.375% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2025, to holders of record on the immediately preceding April 15 and October 15, respectively.

Issue Price: 98.50% of the aggregate principal amount of the Notes (resulting in gross proceeds to the Issuers of approximately $837,225,000, before deducting initial purchaser discounts, commissions, and offering expenses).

Authorized Denominations: The Notes are issuable in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.

Placement: The Notes are being offered and sold (i) in the United States to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 144A promulgated thereunder, and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance upon Regulation S promulgated under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Governing Law: The Indenture and the Notes are governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

2. CUSIP and ISIN Numbers

The following CUSIP and ISIN numbers have been assigned to the Notes by the CUSIP Service Bureau, operated by Standard & Pelvoran Financial Services LLC on behalf of the American Bankers Association, and are set forth herein solely for the convenience of holders of beneficial interests in the Notes:

Rule 144A Notes:

Regulation S Notes:

Neither the Issuers, the Trustee, the Initial Purchasers, nor Beacon shall be responsible for the selection or use of CUSIP or ISIN numbers, nor is any representation made as to their correctness as printed on the Notes or as indicated in any notice given to holders of the Notes. CUSIP and ISIN numbers are included solely for the convenience of holders and no representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice.

3. DTC Eligibility Confirmation

Beacon hereby confirms that the Notes have been made eligible for clearance and settlement through the book-entry facilities of The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended ("DTC").

The Rule 144A Notes will be represented by one or more permanent global notes in definitive, fully registered form, without interest coupons (collectively, the "Rule 144A Global Notes"), which have been deposited with, or on behalf of, DTC, and registered in the name of Cede & Co. ("Cede"), as nominee of DTC.

The Regulation S Notes will be represented by one or more permanent global notes in definitive, fully registered form, without interest coupons (collectively, the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), which have been deposited with, or on behalf of, DTC, and registered in the name of Cede, as nominee of DTC. During the distribution compliance period (as defined in Regulation S under the Securities Act), beneficial interests in the Regulation S Global Notes will be held through Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises"), each of which is an indirect participant in DTC, and transfers of such beneficial interests between participants in Thackeray Partners LLC and Ashgrove Enterprises will be effected in accordance with the applicable rules and operating procedures of Thackeray Partners LLC and Ashgrove Enterprises, as applicable.

Beacon hereby further confirms that DTC has accepted the Notes for eligibility in its book-entry settlement system. Beacon has coordinated with DTC to ensure that the Notes are properly set up within DTC's systems and that all operational and documentation requirements of DTC necessary to effect such eligibility have been satisfied as of the date hereof.

Beacon additionally confirms that the Notes are eligible for same-day funds settlement through DTC. Payments of principal, premium (if any), and interest on the Notes, as well as settlement of secondary market trading activity in the Notes, will be conducted through DTC in same-day funds in accordance with DTC's Same-Day Funds Settlement System. The Notes will be settled in DTC through DTC's procedures for electronic book-entry transfer, and all deliveries of the Notes and payments with respect thereto will be processed through DTC's automated systems in accordance with DTC's rules and procedures then in effect.

4. Global Note Details

Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants (including, without limitation, Thackeray Partners LLC and Ashgrove Enterprises). Purchases of beneficial interests in the Global Notes within the DTC system must be made by or through direct participants in DTC, which will receive a credit for such beneficial interests on DTC's records. The ownership interest of each actual purchaser of each beneficial interest in the Global Notes (a "Beneficial Owner") is in turn to be recorded on the records of the direct or indirect participants through which such Beneficial Owner holds its interest. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the Beneficial Owners hold their beneficial interests.

No definitive certificated Notes will be issued in exchange for beneficial interests in the Global Notes except in the limited circumstances specified in the Indenture, including (a) if DTC notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Issuers within ninety (90) days after the Issuers receive such notice or become aware of such cessation, (b) if an Event of Default has occurred and is continuing under the Indenture and a Beneficial Owner requests the exchange of its beneficial interest in the Global Notes for definitive certificated Notes, or (c) if the Issuers, in their sole discretion, determine that the Global Notes shall be exchangeable for definitive certificated Notes. In any such event, definitive certificated Notes delivered in exchange for beneficial interests in the Global Notes will be registered in such names and in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants, shall instruct the Trustee and the Registrar.

Holders of beneficial interests in the Global Notes will not be considered the holders or registered owners of Notes under the Indenture. Cede, as DTC's nominee and the sole registered holder of the Global Notes, will be considered the sole holder of the Notes for all purposes under the Indenture. Accordingly, each person owning a beneficial interest in the Global Notes must rely on the procedures of DTC and, if such person is not a direct participant in DTC, on the procedures of the participant through which such person holds its interest, to exercise any rights of a holder under the Indenture or with respect to the Notes.

5. Role of Beacon Fiduciary Services LLC

Beacon Fiduciary Services LLC, in its capacity as Registrar and Transfer Agent for the Notes, has established and will maintain a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Registrar will provide for the registration and transfer of the Notes in accordance with the terms and conditions of the Indenture and the Paying Agency Agreement. The Register reflects the issuance of the Global Notes in the name of Cede, as nominee of DTC, and Beacon will record all transfers and exchanges of beneficial interests in the Global Notes in accordance with DTC's procedures and the applicable provisions of the Indenture.

Beacon Fiduciary Services LLC, in its capacity as Paying Agent, will make all payments of principal, premium (if any), and interest on the Notes to DTC or its nominee, as the sole registered holder of the Global Notes, in accordance with DTC's procedures and the terms and conditions of the Indenture and the Paying Agency Agreement. Beacon will remit payments of principal, premium (if any), and interest to DTC in immediately available funds on each applicable payment date. DTC's practice upon receipt of any such payment is to credit the accounts of the applicable direct participants with their respective pro rata share of such payment in accordance with DTC's records. Payments by direct and indirect participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in "street name," and will be the responsibility of such participants and not of DTC, the Issuers, the Trustee, or Beacon.

In performing its duties as Paying Agent, Registrar, and Transfer Agent, Beacon will coordinate with Northgate Trust Company, N.A. in its capacity as Trustee and Collateral Agent under the Indenture, as and to the extent required by the terms of the Indenture and the Paying Agency Agreement. Beacon acknowledges and agrees that the Trustee retains all rights, powers, duties, and obligations set forth in the Indenture, and nothing in this letter or in the Paying Agency Agreement shall be construed to limit, modify, or otherwise affect the Trustee's rights and obligations thereunder.

6. Representations

In connection with the eligibility of the Notes for clearance and settlement through DTC, Beacon Fiduciary Services LLC hereby represents and confirms the following:

(a) Beacon Fiduciary Services LLC is a participant in good standing with DTC and has maintained its participant status in DTC's book-entry settlement system continuously and without interruption. Beacon's DTC participant number is 2476.

(b) Beacon has complied in all material respects with all requirements, rules, procedures, and operational arrangements of DTC that are necessary to effect the eligibility of the Notes for clearance and settlement through DTC's book-entry settlement system, including the submission of all required documentation, the establishment of appropriate CUSIP and ISIN identifiers, and the completion of all applicable underwriting questionnaires and eligibility forms.

(c) As of the date hereof, Beacon has received no notice, communication, or other indication from DTC of any impediment, objection, deficiency, or other issue that would prevent or adversely affect the eligibility of the Notes for clearance and settlement through DTC's book-entry settlement system, and Beacon is not aware of any fact, circumstance, or condition that would reasonably be expected to give rise to any such impediment, objection, deficiency, or other issue.

7. Contact Information

For all inquiries regarding the DTC eligibility of the Notes or operational matters relating to the clearance, settlement, registration, or transfer of the Notes, please contact:

Sandra Mitchum Relationship Manager Beacon Fiduciary Services LLC 240 Greenwich Street, 7th Floor New York, New York 10007 Telephone: (212) 528-7432

Email: sandra.mitchum@beaconfiduciary.com

All notices, requests, and other communications to Beacon in connection with the Notes should be directed to the foregoing contact in writing, with copies as may be required under the Paying Agency Agreement or the Indenture.

8. Governing Law and Miscellaneous

This DTC Eligibility Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law).

This letter is delivered solely for informational purposes in connection with the closing of the offering of the Notes on the date hereof and does not create any rights, obligations, duties, or liabilities on the part of Beacon or any other person beyond those expressly set forth in the Paying Agency Agreement and the Indenture. Nothing contained in this letter shall be construed as an amendment, supplement, modification, or waiver of any provision of the Paying Agency Agreement, the Indenture, or any other agreement or document executed in connection with the offering of the Notes.

This letter may be relied upon by each of the addressees hereof and their respective legal counsel. This letter may not be relied upon by any other person or entity without the prior written consent of Beacon. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this letter by facsimile or electronic transmission (including by .pdf file) shall be effective as delivery of a manually executed counterpart of this letter.

[Signature Page Follows]

[Signature Page to DTC Eligibility Letter]

Very truly yours,

BEACON FIDUCIARY SERVICES LLC

By: ________

Name: Sandra Mitchum

Title: Relationship Manager

Date: May 15, 2025

cc:

Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd.

William Kerrigan, Vice President — Corporate Trust, Northgate Trust Company, N.A.

Jennifer Kwon, Calderwood & Harkness LLP

Harrison Cates, Whitfield Baxter & Cohn LLP

Identifier	Number
CUSIP	265387 AA 5
ISIN	US265387AA51
Identifier	Number
CUSIP	C2085R AA 2
ISIN	USC2085RAA24

BEACON FIDUCIARY SERVICES LLC Paying Agent · Registrar · Transfer Agent 240 Greenwich Street, 7th Floor New York, New York 10007 Telephone: (212) 528-7400 Facsimile: (212) 528-7499
May 15, 2025
Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002
Dunmore upstream Finance Corp. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019
Re: DTC Eligibility — $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Ladies and Gentlemen:
Reference is hereby made to that certain Indenture, dated as of May 15, 2025 (as it may be amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), among Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors named therein (collectively, the "Guarantors"), and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, acting in its capacity as trustee (in such capacity, the "Trustee") and collateral agent (in such capacity, the "Collateral Agent"), governing the 9.375% Senior Secured Notes due 2032 (the "Notes"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.
Reference is further made to that certain Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), by and between the Issuers and Beacon Fiduciary Services LLC ("Beacon"), pursuant to which Beacon has been appointed to act as the paying agent (in such capacity, the "Paying Agent"), registrar (in such capacity, the "Registrar"), and transfer agent (in such capacity, the "Transfer Agent") for the Notes.
Beacon Fiduciary Services LLC is acting as Paying Agent, Registrar, and Transfer Agent for the Notes pursuant to, and in accordance with the terms and conditions set forth in, the Paying Agency Agreement. This letter (this "DTC Eligibility Letter") is being delivered by Beacon in connection with the closing of the offering of the Notes on the date hereof to confirm, among other things, the eligibility of the Notes for clearance and settlement through the book-entry facilities of The Depository Trust Company.
1. Description of the Securities
The Notes to which this DTC Eligibility Letter relates may be described as follows:
Title: 9.375% Senior Secured Notes due 2032.
Issuers: Dunmore Energy Holdings Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands, with Cayman Registry No. MC-384726, and Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware, with Employer Identification Number 93-4728106.
Aggregate Principal Amount: Eight Hundred Fifty Million United States Dollars ($850,000,000).
Maturity Date: May 1, 2032, unless earlier redeemed or repurchased in accordance with the terms of the Indenture.
Interest Rate: The Notes bear interest at a rate of 9.375% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2025, to holders of record on the immediately preceding April 15 and October 15, respectively.
Issue Price: 98.50% of the aggregate principal amount of the Notes (resulting in gross proceeds to the Issuers of approximately $837,225,000, before deducting initial purchaser discounts, commissions, and offering expenses).
Authorized Denominations: The Notes are issuable in minimum denominations of $2,000 in principal amount and in integral multiples of $1,000 in excess thereof.
Placement: The Notes are being offered and sold (i) in the United States to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 144A promulgated thereunder, and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance upon Regulation S promulgated under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Governing Law: The Indenture and the Notes are governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
2. CUSIP and ISIN Numbers
The following CUSIP and ISIN numbers have been assigned to the Notes by the CUSIP Service Bureau, operated by Standard & Pelvoran Financial Services LLC on behalf of the American Bankers Association, and are set forth herein solely for the convenience of holders of beneficial interests in the Notes:
Rule 144A Notes:
Regulation S Notes:
Neither the Issuers, the Trustee, the Initial Purchasers, nor Beacon shall be responsible for the selection or use of CUSIP or ISIN numbers, nor is any representation made as to their correctness as printed on the Notes or as indicated in any notice given to holders of the Notes. CUSIP and ISIN numbers are included solely for the convenience of holders and no representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice.
3. DTC Eligibility Confirmation
Beacon hereby confirms that the Notes have been made eligible for clearance and settlement through the book-entry facilities of The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended ("DTC").
The Rule 144A Notes will be represented by one or more permanent global notes in definitive, fully registered form, without interest coupons (collectively, the "Rule 144A Global Notes"), which have been deposited with, or on behalf of, DTC, and registered in the name of Cede & Co. ("Cede"), as nominee of DTC.
The Regulation S Notes will be represented by one or more permanent global notes in definitive, fully registered form, without interest coupons (collectively, the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), which have been deposited with, or on behalf of, DTC, and registered in the name of Cede, as nominee of DTC. During the distribution compliance period (as defined in Regulation S under the Securities Act), beneficial interests in the Regulation S Global Notes will be held through Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises"), each of which is an indirect participant in DTC, and transfers of such beneficial interests between participants in Thackeray Partners LLC and Ashgrove Enterprises will be effected in accordance with the applicable rules and operating procedures of Thackeray Partners LLC and Ashgrove Enterprises, as applicable.
Beacon hereby further confirms that DTC has accepted the Notes for eligibility in its book-entry settlement system. Beacon has coordinated with DTC to ensure that the Notes are properly set up within DTC's systems and that all operational and documentation requirements of DTC necessary to effect such eligibility have been satisfied as of the date hereof.
Beacon additionally confirms that the Notes are eligible for same-day funds settlement through DTC. Payments of principal, premium (if any), and interest on the Notes, as well as settlement of secondary market trading activity in the Notes, will be conducted through DTC in same-day funds in accordance with DTC's Same-Day Funds Settlement System. The Notes will be settled in DTC through DTC's procedures for electronic book-entry transfer, and all deliveries of the Notes and payments with respect thereto will be processed through DTC's automated systems in accordance with DTC's rules and procedures then in effect.
4. Global Note Details
Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants (including, without limitation, Thackeray Partners LLC and Ashgrove Enterprises). Purchases of beneficial interests in the Global Notes within the DTC system must be made by or through direct participants in DTC, which will receive a credit for such beneficial interests on DTC's records. The ownership interest of each actual purchaser of each beneficial interest in the Global Notes (a "Beneficial Owner") is in turn to be recorded on the records of the direct or indirect participants through which such Beneficial Owner holds its interest. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the Beneficial Owners hold their beneficial interests.
No definitive certificated Notes will be issued in exchange for beneficial interests in the Global Notes except in the limited circumstances specified in the Indenture, including (a) if DTC notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Issuers within ninety (90) days after the Issuers receive such notice or become aware of such cessation, (b) if an Event of Default has occurred and is continuing under the Indenture and a Beneficial Owner requests the exchange of its beneficial interest in the Global Notes for definitive certificated Notes, or (c) if the Issuers, in their sole discretion, determine that the Global Notes shall be exchangeable for definitive certificated Notes. In any such event, definitive certificated Notes delivered in exchange for beneficial interests in the Global Notes will be registered in such names and in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants, shall instruct the Trustee and the Registrar.
Holders of beneficial interests in the Global Notes will not be considered the holders or registered owners of Notes under the Indenture. Cede, as DTC's nominee and the sole registered holder of the Global Notes, will be considered the sole holder of the Notes for all purposes under the Indenture. Accordingly, each person owning a beneficial interest in the Global Notes must rely on the procedures of DTC and, if such person is not a direct participant in DTC, on the procedures of the participant through which such person holds its interest, to exercise any rights of a holder under the Indenture or with respect to the Notes.
5. Role of Beacon Fiduciary Services LLC
Beacon Fiduciary Services LLC, in its capacity as Registrar and Transfer Agent for the Notes, has established and will maintain a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Registrar will provide for the registration and transfer of the Notes in accordance with the terms and conditions of the Indenture and the Paying Agency Agreement. The Register reflects the issuance of the Global Notes in the name of Cede, as nominee of DTC, and Beacon will record all transfers and exchanges of beneficial interests in the Global Notes in accordance with DTC's procedures and the applicable provisions of the Indenture.
Beacon Fiduciary Services LLC, in its capacity as Paying Agent, will make all payments of principal, premium (if any), and interest on the Notes to DTC or its nominee, as the sole registered holder of the Global Notes, in accordance with DTC's procedures and the terms and conditions of the Indenture and the Paying Agency Agreement. Beacon will remit payments of principal, premium (if any), and interest to DTC in immediately available funds on each applicable payment date. DTC's practice upon receipt of any such payment is to credit the accounts of the applicable direct participants with their respective pro rata share of such payment in accordance with DTC's records. Payments by direct and indirect participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in "street name," and will be the responsibility of such participants and not of DTC, the Issuers, the Trustee, or Beacon.
In performing its duties as Paying Agent, Registrar, and Transfer Agent, Beacon will coordinate with Northgate Trust Company, N.A. in its capacity as Trustee and Collateral Agent under the Indenture, as and to the extent required by the terms of the Indenture and the Paying Agency Agreement. Beacon acknowledges and agrees that the Trustee retains all rights, powers, duties, and obligations set forth in the Indenture, and nothing in this letter or in the Paying Agency Agreement shall be construed to limit, modify, or otherwise affect the Trustee's rights and obligations thereunder.
6. Representations
In connection with the eligibility of the Notes for clearance and settlement through DTC, Beacon Fiduciary Services LLC hereby represents and confirms the following:
(a) Beacon Fiduciary Services LLC is a participant in good standing with DTC and has maintained its participant status in DTC's book-entry settlement system continuously and without interruption. Beacon's DTC participant number is 2476.
(b) Beacon has complied in all material respects with all requirements, rules, procedures, and operational arrangements of DTC that are necessary to effect the eligibility of the Notes for clearance and settlement through DTC's book-entry settlement system, including the submission of all required documentation, the establishment of appropriate CUSIP and ISIN identifiers, and the completion of all applicable underwriting questionnaires and eligibility forms.
(c) As of the date hereof, Beacon has received no notice, communication, or other indication from DTC of any impediment, objection, deficiency, or other issue that would prevent or adversely affect the eligibility of the Notes for clearance and settlement through DTC's book-entry settlement system, and Beacon is not aware of any fact, circumstance, or condition that would reasonably be expected to give rise to any such impediment, objection, deficiency, or other issue.
7. Contact Information
For all inquiries regarding the DTC eligibility of the Notes or operational matters relating to the clearance, settlement, registration, or transfer of the Notes, please contact:
Sandra Mitchum Relationship Manager Beacon Fiduciary Services LLC 240 Greenwich Street, 7th Floor New York, New York 10007 Telephone: (212) 528-7432
Email: sandra.mitchum@beaconfiduciary.com
All notices, requests, and other communications to Beacon in connection with the Notes should be directed to the foregoing contact in writing, with copies as may be required under the Paying Agency Agreement or the Indenture.
8. Governing Law and Miscellaneous
This DTC Eligibility Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law).
This letter is delivered solely for informational purposes in connection with the closing of the offering of the Notes on the date hereof and does not create any rights, obligations, duties, or liabilities on the part of Beacon or any other person beyond those expressly set forth in the Paying Agency Agreement and the Indenture. Nothing contained in this letter shall be construed as an amendment, supplement, modification, or waiver of any provision of the Paying Agency Agreement, the Indenture, or any other agreement or document executed in connection with the offering of the Notes.
This letter may be relied upon by each of the addressees hereof and their respective legal counsel. This letter may not be relied upon by any other person or entity without the prior written consent of Beacon. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this letter by facsimile or electronic transmission (including by .pdf file) shall be effective as delivery of a manually executed counterpart of this letter.
[Signature Page Follows]
[Signature Page to DTC Eligibility Letter]
Very truly yours,
BEACON FIDUCIARY SERVICES LLC
By: ________
Name: Sandra Mitchum
Title: Relationship Manager
Date: May 15, 2025
cc:
Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd.
William Kerrigan, Vice President — Corporate Trust, Northgate Trust Company, N.A.
Jennifer Kwon, Calderwood & Harkness LLP
Harrison Cates, Whitfield Baxter & Cohn LLP
Identifier | Number
CUSIP | 265387 AA 5
ISIN | US265387AA51
Identifier | Number
CUSIP | C2085R AA 2
ISIN | USC2085RAA24

BEACON FIDUCIARY SERVICES LLC

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