CONFIDENTIAL TREATMENT REQUESTED ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL DRAFT — April 21, 2025 — Calderwood & Harkness LLP — For Internal Review and Comment Matter No. 1016-00003
INDENTURE
among
DUNMORE ENERGY HOLDINGS LTD., as Issuer,
DUNMORE UPSTREAM FINANCE CORP., as Co-Issuer,
THE GUARANTORS PARTY HERETO,
and
NORTHGATE TRUST COMPANY, N.A., as Trustee and Collateral Agent
$850,000,000
9.375% Senior Secured Notes due 2032
Dated as of [●], 2025
TABLE OF CONTENTS
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TABLE OF CONTENTS (continued)
RECITALS
ARTICLE 1 — DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE 2 — THE NOTES
ARTICLE 3 — REDEMPTION
ARTICLE 4 — COVENANTS
ARTICLE 5 — SUCCESSORS
ARTICLE 6 — DEFAULTS AND REMEDIES
ARTICLE 7 — TRUSTEE
ARTICLE 8 — LEGAL DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE 9 — AMENDMENT, SUPPLEMENT AND WAIVER
ARTICLE 10 — GUARANTEES
ARTICLE 11 — COLLATERAL AND SECURITY
ARTICLE 12 — SATISFACTION AND DISCHARGE
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, George Town, Grand Cayman KY1-1104, Cayman Islands (the "Issuer");
(2) DUNMORE UPSTREAM FINANCE CORP., a corporation organized under the laws of the State of Delaware (EIN 93-4728106), with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005 (the "Co-Issuer" and, together with the Issuer, the "Issuers");
(3) Each of the GUARANTORS listed on the signature pages hereto (each, a "Guarantor" and, collectively, the "Guarantors"); and
(4) NORTHGATE TRUST COMPANY, N.A., a national banking association organized under the laws of the United States (EIN 13-6520098), with its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005, as trustee (the "Trustee") and as collateral agent (the "Collateral Agent").
RECITALS
WHEREAS, the Co-Issuer is a wholly-owned subsidiary of the Issuer formed solely for the purpose of serving as co-issuer of the Notes (as defined below) and has no independent operations, assets, or revenues;
WHEREAS, the Issuers have duly authorized the creation and issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), to be issued pursuant to this Indenture;
WHEREAS, the Notes are to be issued in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers and to persons outside the United States in offshore transactions, in reliance on exemptions from the registration requirements of the Securities Act;
WHEREAS, each Guarantor has agreed to unconditionally and irrevocably guarantee, on a senior secured basis, the Issuers' obligations under this Indenture and the Notes, as more fully set forth herein;
WHEREAS, to secure the obligations of the Issuers and the Guarantors under this Indenture, the Notes, and the Guarantees, the Issuers and the Guarantors have agreed to grant first-priority Liens (subject to Permitted Liens and the Intercreditor Agreement) on the Collateral in favor of the Collateral Agent for the benefit of the Holders of the Notes, as more fully described in Article 11 hereof and the Security Documents;
WHEREAS, the Issuers, the Guarantors, and the Trustee have agreed to enter into this Indenture pursuant to the Trust Indenture Act of 1939, as amended, to the extent applicable; and
WHEREAS, all acts, conditions, and things necessary to make this Indenture a valid agreement of the Issuers and the Guarantors, in accordance with its terms, and to make the Notes, when executed by the Issuers and authenticated and delivered by the Trustee, the valid obligations of the Issuers, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows for the equal and ratable benefit of the Holders of the Notes:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
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, refinanced, replaced, or otherwise modified from time to time), among the Issuer, the Co-Issuer, the Guarantors party thereto, the lenders party thereto, and Velthorn National Bank, N.A., as administrative agent, providing for a revolving credit facility in an aggregate principal amount of up to $750,000,000 (of which $470,000,000 is drawn as of the Closing Date), bearing interest at the Secured Overnight Financing Rate plus 275 basis points per annum, and maturing June 30, 2028.
"ABL Priority Collateral" means, with respect to the ABL Credit Agreement and the obligations thereunder, accounts receivable, inventory, deposit accounts, securities accounts (solely to the extent of cash and cash equivalents credited thereto), and all products and proceeds of the foregoing, in each case over which the ABL Agent holds a first-priority Lien pursuant to the Intercreditor Agreement.
"Additional Amounts" has the meaning set forth in Section 4.17 hereof.
"Additional Notes" means any Notes issued under this Indenture after the Closing Date pursuant to Section 2.14 hereof.
"Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.
"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of (a) 1.00% of the principal amount of such Note and (b) the excess, if any, of (i) the present value at such Redemption Date of (A) the Redemption Price of such Note on May 1, 2028 (such Redemption Price being 104.688% of the principal amount of such Note), plus (B) all remaining scheduled interest payments due on such Note through May 1, 2028 (exclusive of interest accrued to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points, over (ii) the then outstanding principal amount of such Note.
"Asset Sale" means (a) the sale, lease, conveyance, or other disposition of any assets or rights by the Issuers or any Restricted Subsidiary (including by way of a Sale and Leaseback Transaction), other than sales of inventory, accounts receivable, or other current assets in the ordinary course of business, and (b) the issuance or sale of Capital Stock of any Restricted Subsidiary; provided that the term "Asset Sale" shall not include (i) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $25,000,000, (ii) a transfer of assets between or among the Issuers and any Restricted Subsidiary, (iii) an issuance of Capital Stock by a Restricted Subsidiary to the Issuers or to another Restricted Subsidiary, (iv) the sale, lease, or other disposition of equipment, inventory, accounts receivable, or other assets in the ordinary course of business, (v) the sale or other disposition of cash or Cash Equivalents, or (vi) a Restricted Payment permitted by Section 4.08 hereof or a Permitted Investment.
"Asset Sale Offer" has the meaning set forth in Section 4.10 hereof.
"Barrisford Advisory Group" means Barrisford Advisory Group LLC, an environmental, social, and governance consultant, with offices at 1700 K Street NW, Suite 900, Washington, DC 20006.
"Beacon Fiduciary" means Beacon Fiduciary Services LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 240 Greenwich Street, 7th Floor, New York, New York 10007, in its capacity as Paying Agent, Registrar, and Transfer Agent under this Indenture.
"Board of Directors" means (a) with respect to the Issuer or any corporation, the board of directors of such corporation, or any duly authorized committee thereof, (b) with respect to any limited liability company, the board of managers, managing member, or equivalent governing body thereof, and (c) with respect to any partnership, the board of directors of the general partner of such partnership or any duly authorized committee thereof.
"Board Resolution" means a resolution duly adopted by the Board of Directors of the Issuer (or, where applicable, the Co-Issuer or any Guarantor), a copy of which has been certified by the Secretary or an Assistant Secretary of such entity as being in full force and effect on the date of such certification.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York, New York, the City of George Town, Grand Cayman, Cayman Islands, or the City of London, United Kingdom, are authorized or required by law, regulation, or executive order to close.
"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
"Capital Stock" means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests, and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
"Cash Equivalents" means (a) United States dollars, (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (c) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers' acceptances with maturities not exceeding twelve months, and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of "B" or better, (d) repurchase obligations with a term of not more than fourteen days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper having one of the two highest ratings obtainable from Moody's Investors Service, Inc. or Standard & Pelvoran Financial Services LLC and, in each case, maturing within twelve months after the date of acquisition, and (f) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.
"Cayar Offshore Block" means the petroleum exploration and production rights held by Dunmore Senegal S.A. in the Cayar Offshore Block, located offshore the Republic of Senegal, as more particularly described in the production sharing contract and related governmental concessions and authorizations.
"Change of Control" means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance, or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuers and the Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) other than a Permitted Holder; (b) the consummation of any transaction (including any merger or consolidation) the result of which is that any "person" (as defined above), other than the Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares; (c) the Permitted Holders ceasing to own, directly or indirectly, in the aggregate, at least [35]% of the total voting power of the Voting Stock of the Issuer; or (d) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.
"Change of Control Offer" has the meaning set forth in Section 4.15 hereof. The repurchase price in any Change of Control Offer shall be equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the date of repurchase.
"Closing Date" means [●], 2025 [expected May 15, 2025].
"Co-Issuer" means Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware.
"Collateral" means all assets and property of the Issuers and the Guarantors, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired, that are subject to the Liens created under the Security Documents in favor of the Collateral Agent for the benefit of the Holders, including the Notes Priority Collateral.
"Collateral Agent" means Northgate Trust Company, N.A., in its capacity as collateral agent under this Indenture and the Security Documents, together with its successors in such capacity.
"Collateral Agreement (England)" means the Debenture, dated as of the Closing Date, executed by Dunmore Trading Ltd. in favor of the Collateral Agent, governed by the laws of England and Wales.
"Collateral Agreement (Nigeria)" means the Debenture and Charge, dated as of the Closing Date, executed by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent, governed by the laws of the Federal Republic of Nigeria.
"Collateral Agreement (Senegal)" means the Nantissement and Cession Fiduciaire, dated as of the Closing Date, executed by Dunmore Senegal S.A. in favor of the Collateral Agent, governed by the laws of the Republic of Senegal.
"Collateral Agreement (U.S.)" means the Pledge and Security Agreement, dated as of the Closing Date, among the Issuers, the U.S. Guarantors, and the Collateral Agent, governed by the laws of the State of New York.
"Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following items to the extent deducted (and not added back) in computing such Consolidated Net Income: (a) provision for taxes based on income or profits, (b) Consolidated Interest Expense, (c) depreciation, depletion, and amortization expense, (d) any non-cash charges (including non-cash stock-based compensation expense and non-cash impairment charges), (e) any charges or expenses related to any equity offering, Investment, acquisition, disposition, recapitalization, or the incurrence of Indebtedness permitted under this Indenture (including a refinancing thereof) (whether or not successful), including any fees, expenses, or charges related to the offering of the Notes and the transactions contemplated hereby, (f) exploration expenses, (g) the amount of any restructuring charges or reserves, and (h) any other adjustments as may be set forth in a Board Resolution and reasonably acceptable to the Trustee; less, without duplication, (i) non-cash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period). For the avoidance of doubt, Consolidated EBITDA of the Issuer and its consolidated Restricted Subsidiaries for the fiscal year ended December 31, 2024, was $816,000,000.
"Consolidated Interest Expense" means, with respect to any specified Person for any period, the aggregate of all interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including (without limitation) (a) amortization of OID, (b) the net costs of all interest rate Hedging Obligations, (c) the interest portion of any deferred payment obligation, and (d) commissions, discounts, and other fees owed with respect to letters of credit and bankers' acceptance financing.
"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that (a) the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary thereof, (b) the net income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary, (c) the cumulative effect of a change in accounting principles shall be excluded, and (d) unrealized gains and losses attributable to Hedging Obligations shall be excluded.
"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Issuer who (a) was a member of such Board of Directors on the Closing Date or (b) was nominated for election, elected, or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election, or appointment (either by a specific vote or by approval of the proxy statement of the Issuer in which such member was named as a nominee for election as a director).
"Corporate Trust Office" means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date of this Indenture is located at 100 Wall Street, Suite 1600, New York, New York 10005, Attention: William Kerrigan, VP — Corporate Trust.
"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
"Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, or (c) is convertible into or exchangeable for Indebtedness or Disqualified Stock, in each case, prior to the date that is 91 days after the earlier of the Maturity Date or the date the Notes are no longer outstanding.
"DTC" means The Depository Trust Company, a New York corporation, and its nominees, successors, and assigns.
"Equity Clawback" has the meaning set forth in Section 3.08 hereof.
"Equity Interests" means Capital Stock and all warrants, options, or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
"Event of Default" has the meaning set forth in Section 6.01 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Existing 2028 Notes" means the Issuer's 7.50% Senior Unsecured Notes due October 15, 2028, issued pursuant to the indenture dated as of October 15, 2021, of which $850,000,000 aggregate principal amount was outstanding immediately prior to the offering of the Notes and $400,000,000 aggregate principal amount is expected to remain outstanding after the application of a portion of the net proceeds of the Notes offering to repay $450,000,000 aggregate principal amount thereof.
"Fair Market Value" means, with respect to any asset or group of assets, the price that would be negotiated in an arm's-length transaction for cash between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction; provided that Fair Market Value shall be determined (a) with respect to any transaction or series of related transactions involving aggregate consideration in excess of $75,000,000, by the Board of Directors of the Issuer acting in good faith, as evidenced by a Board Resolution, and (b) in all other cases, by a senior financial officer of the Issuer.
"FATCA" means Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the "Code"), any regulations or agreements thereunder, any official interpretations thereof, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to such intergovernmental agreement.
"First Supplemental Indenture" means a supplemental indenture substantially in the form attached hereto as Exhibit E, to be executed by any future Guarantor required to become a Guarantor pursuant to Section 4.16 hereof.
"Fixed Charge Coverage Ratio" means, with respect to any specified Person for any period, the ratio of (a) the Consolidated EBITDA of such Person for such period to (b) the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, or extinguishes any Indebtedness (other than revolving credit borrowings under the ABL Credit Agreement) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.
"Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of (a) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, and (b) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Capital Stock payable solely in Capital Stock of such Person (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state, and local statutory tax rate of such Person, expressed as a decimal.
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.
"Global Notes" means, collectively, the Rule 144A Global Note and the Regulation S Global Note, each in fully registered, book-entry form, deposited with or on behalf of DTC.
"Guarantee" means each guarantee of the Notes by a Guarantor pursuant to Article 10 hereof.
"Guarantors" means, collectively: (a) Dunmore Nigeria E&P Ltd., a limited company organized under the laws of the Federal Republic of Nigeria; (b) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (c) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (d) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (e) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (f) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales, and each other entity that becomes a Guarantor after the date hereof pursuant to Section 4.16, together with their respective successors and assigns, and "Guarantor" means each of them individually.
"Harborview" means Harborview Capital Partners Fund VI, L.P., a limited partnership organized under the laws of the State of Delaware, which, as of the Closing Date, is the holder of approximately 62.4% of the outstanding Voting Stock of the Issuer.
"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, and interest rate collar agreements, (b) other agreements or arrangements designed to manage interest rates or interest rate risk, and (c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.
"Holder" means a Person in whose name a Note is registered in the books of the Registrar.
"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements in respect thereof), (c) in respect of bankers' acceptances, (d) representing Capital Lease Obligations, (e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are rendered, or (f) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.
"Initial Purchasers" means the initial purchasers of the Notes party to the Purchase Agreement.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of the Closing Date, among the Collateral Agent (on behalf of the Holders), the ABL Agent (on behalf of the lenders under the ABL Credit Agreement), the Issuers, and the Guarantors, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Interest Payment Date" means May 1 and November 1 of each year, commencing November 1, 2025.
"Investment" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances, or capital contributions (excluding commission, travel, and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests, or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.
"Issuer" means Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands.
"Issuers" means, collectively, the Issuer and the Co-Issuer.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, encumbrance, or hypothecation of any kind in respect of such asset, whether or not filed, recorded, or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature thereof; provided that in no event shall an operating lease be deemed to constitute a Lien.
"Make-Whole Amount" means the Applicable Premium applicable to a redemption of Notes prior to May 1, 2028, as calculated in accordance with the definition of "Applicable Premium."
"Maturity Date" means May 1, 2032.
"Net Debt" means, as of any date of determination, the aggregate amount of all Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis, less unrestricted cash and Cash Equivalents. For the avoidance of doubt, on a pro forma basis as of the Closing Date (after giving effect to the issuance of the Notes and the application of the proceeds thereof), Net Debt is expected to be approximately $1,535,000,000 (being $1,720,000,000 of total Indebtedness less $185,000,000 of unrestricted cash and Cash Equivalents).
"Net Leverage Ratio" means, as of any date of determination, the ratio of Net Debt to Consolidated EBITDA for the most recently ended four fiscal quarters. On a pro forma basis as of the Closing Date, the Net Leverage Ratio is expected to be approximately 1.88x [($1,720,000,000 − $185,000,000) ÷ $816,000,000].
[NTD: All financial covenants to be confirmed with Deepa Rajaram (CFO) and Ridgeline Capital Markets (Simone Achterberg). Pro forma gross leverage of 2.11x and net leverage of 1.88x to be verified against final Alverton audited figures.]
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued under this Indenture on the Closing Date and any Additional Notes issued thereafter pursuant to Section 2.14 hereof, treated as a single class for all purposes under this Indenture.
"Notes Priority Collateral" means property, plant, and equipment (including oil and gas properties, production facilities, pipelines, processing infrastructure, and solar energy assets), equity interests of each Guarantor subsidiary, intellectual property, material contracts (including hydrocarbon offtake contracts, production sharing contracts, and concession agreements), intercompany receivables, and all products and proceeds of the foregoing, over which the Collateral Agent holds a first-priority Lien pursuant to the Intercreditor Agreement.
"OFAC" means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
"Officers' Certificate" means a certificate signed on behalf of the Issuers by two Officers, at least one of whom shall be the principal executive officer, the principal financial officer, the treasurer, or the principal accounting officer of the Issuers, that meets the requirements of Section 13.14 hereof.
"OML 47" means Oil Mining Lease 47 in the Niger Delta, Federal Republic of Nigeria, as more particularly described in the oil mining lease issued by the Federal Government of Nigeria, operated by Dunmore Nigeria E&P Ltd.
"OML 63" means Oil Mining Lease 63 in the Niger Delta, Federal Republic of Nigeria, as more particularly described in the oil mining lease issued by the Federal Government of Nigeria, operated by Dunmore Nigeria E&P Ltd.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel for or an employee of the Issuers, that is delivered to the Trustee in accordance with the terms of this Indenture.
"Original Issue discount" or "OID" means an original issue discount of 1.50% of the aggregate principal amount of the Notes, resulting in OID of $12,750,000 in the aggregate.
[NTD: Leonard Cross to confirm OID treatment ($12,750,000) and Additional Amounts / tax gross-up language for Cayman issuer structure. Coordinate with Kincaid & Moreau (Nigel Ashworth) on Cayman tax undertaking.]
"Paying Agent" means Beacon Fiduciary Services LLC, in its capacity as paying agent under this Indenture, or any successor paying agent appointed in accordance with Section 2.03 hereof.
"Permitted Holders" means (a) Harborview Capital Partners Fund VI, L.P., and any of its Affiliates (including any successor fund managed by the same or an affiliated manager), (b) Solstice Infrastructure Fund LP and any of its Affiliates, (c) Alderman Family Office LLC and any of its Affiliates, and (d) any officer, director, or member of management of the Issuer or any of its Subsidiaries who holds Equity Interests in the Issuer.
"Permitted Investment" means (a) any Investment in the Issuer or any Restricted Subsidiary, (b) any Investment in Cash Equivalents, (c) any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment, such Person becomes a Restricted Subsidiary or is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, (d) any Investment in securities or other assets received in connection with an Asset Sale made pursuant to Section 4.10 hereof, (e) any Investment existing on the Closing Date as set forth on Schedule 2 hereto, (f) any Hedging Obligations, (g) loans or advances to employees made in the ordinary course of business of the Issuer or any Restricted Subsidiary in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, and (h) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (h) that are at the time outstanding, not to exceed $50,000,000.
"Permitted Liens" means the Liens described in Schedule 3 hereto.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government, or any agency or political subdivision thereof, or any other entity.
"Preferred Stock" means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions, or redemptions or upon liquidation.
"Pricing Date" means the date of the Purchase Agreement.
"Purchase Agreement" means the Purchase Agreement, dated as of the Pricing Date, among the Issuers, the Guarantors, and the Initial Purchasers.
"QIB" means a qualified institutional buyer as defined in Rule 144A under the Securities Act.
"Record Date" means, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day immediately preceding such Interest Payment Date (whether or not a Business Day).
"Redemption Date" means, with respect to any Note or portion thereof to be redeemed, the date fixed for such redemption pursuant to this Indenture.
"Redemption Price" means, with respect to any Note or portion thereof to be redeemed, the price at which such Note is to be redeemed pursuant to the applicable provisions of Article 3 hereof.
"Registrar" means Beacon Fiduciary Services LLC, in its capacity as registrar under this Indenture, or any successor registrar appointed in accordance with Section 2.03 hereof.
"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Closing Date, among the Issuers, the Guarantors, and the Initial Purchasers, relating to the Notes.
"Regulation S" means Regulation S under the Securities Act.
"Regulation S Global Note" means a Global Note deposited with or on behalf of DTC bearing the Regulation S legend and having CUSIP C2085R AA 2 and ISIN USC2085RAA24.
"Replacement Assets" means (a) non-current assets (including oil and gas properties and renewable energy assets) that will be used or useful in a Permitted Business, or (b) substantially all of the assets of a Person engaged in a Permitted Business, or (c) Capital Stock of a Person that is a Restricted Subsidiary or that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Issuer or another Restricted Subsidiary.
"Restricted Payment" has the meaning set forth in Section 4.08 hereof.
"Restricted Subsidiary" means, with respect to any specified Person, any Subsidiary of such Person that is not an Unrestricted Subsidiary, and "Restricted Subsidiaries" means all of them collectively.
"Rule 144A" means Rule 144A under the Securities Act.
"Rule 144A Global Note" means a Global Note deposited with or on behalf of DTC bearing the Rule 144A legend and having CUSIP 265387 AA 5 and ISIN US265387AA51.
"Sale and Leaseback Transaction" means, with respect to any Person, any direct or indirect arrangement pursuant to which property is sold or transferred by such Person or a Restricted Subsidiary of such Person and is thereafter leased back from the purchaser or transferee thereof by such Person or one of its Restricted Subsidiaries.
"Sanctioned Country" means, at any time, a country, region, or territory that is itself, or whose government is, the subject or target of any comprehensive Sanctions (as of the date of this Indenture, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other country or territory designated by OFAC from time to time as subject to comprehensive sanctions).
"Sanctioned Person" means, at any time, (a) any Person listed on the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by OFAC, the Sectoral Sanctions Identifications List ("SSI List") maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by the European Union, the Consolidated List of Financial Sanctions Targets in the United Kingdom maintained by the Office of Financial Sanctions Implementation ("OFSI") of HM Treasury, or any similar list maintained by any other relevant governmental authority, (b) any Person operating, organized, or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), or (d) any Person otherwise the target of Sanctions.
"Sanctions" means all economic or financial sanctions, trade embargoes, export controls, and anti-terrorism laws and regulations imposed, administered, or enforced by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the European Union and the member states thereof, the United Kingdom (including OFSI), the United Nations Security Council, and any other relevant governmental authority having jurisdiction over the Issuers, the Guarantors, the Trustee, or the Holders.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Security Documents" means, collectively, (a) the Collateral Agreement (U.S.), (b) the Collateral Agreement (Nigeria), (c) the Collateral Agreement (England), (d) the Collateral Agreement (Senegal), (e) the Intercreditor Agreement, (f) all UCC-1 financing statements filed with the Secretary of State of the State of Delaware, (g) all equivalent filings and registrations in foreign jurisdictions (including with the Nigerian Corporate Affairs Commission, Companies House in England and Wales, and the relevant authorities in the Republic of Senegal), and (h) all other documents, instruments, and agreements now or hereafter delivered to the Collateral Agent granting or perfecting Liens on the Collateral, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date.
"Stated Maturity" means, when used with respect to the Notes, May 1, 2032, and, when used with respect to any installment of interest on the Notes, the date on which the installment of interest is due and payable as provided in the Notes.
"Subsidiary" means, with respect to any specified Person, (a) any corporation, association, or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers, or trustees of the corporation, association, or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and (b) any partnership or limited liability company of which (i) more than 50% of the capital accounts, distribution rights, total equity, and voting interests, or the general or managing partner interest, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of membership, general, special, or limited partnership interests, or otherwise, and (ii) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
"Transfer Agent" means Beacon Fiduciary Services LLC, in its capacity as transfer agent under this Indenture, or any successor transfer agent appointed in accordance with Section 2.03 hereof.
"Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to May 1, 2028; provided, however, that if the period from such Redemption Date to May 1, 2028 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture.
"Trustee" means Northgate Trust Company, N.A., in its capacity as trustee under this Indenture, together with its successors in such capacity.
"Unrestricted Subsidiary" means (a) any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary in accordance with Section 4.14 hereof, and (b) any Subsidiary of an Unrestricted Subsidiary.
"U.S. Government Obligations" means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt.
"Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity, or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness.
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.
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" means this Indenture;
(d) "indenture trustee" or "institutional trustee" means the Trustee; and
(e) "obligor" on the indenture securities means each of the Issuers and the Guarantors.
All other terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another statute, or defined by a rule of the Securities and Exchange Commission under the TIA and not otherwise defined herein have the meanings so assigned to them.
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 apply to successive events and transactions;
(g) "herein," "hereof," and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision;
(h) references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated;
(i) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation";
(j) references to any statute, rule, or regulation mean such statute, rule, or regulation as amended from time to time, and include any successor statute, rule, or regulation;
(k) all references to currency are to lawful money of the United States of America; and
(l) the table of contents, cross-reference sheet, and headings in this Indenture are for convenience of reference only, do not constitute a part of this Indenture, and shall not affect the interpretation of this Indenture.
This Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.
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 are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.
(c) The ownership of Notes shall be proved by the register maintained by the Registrar.
(d) Any request, demand, authorization, direction, notice, consent, waiver, or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted, or suffered to be done by the Trustee, the Collateral Agent, or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.
(e) The Issuers may, in the circumstances permitted by the TIA, set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action described above.
ARTICLE 2
THE NOTES
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, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depositary therefor or as may, consistently herewith, be determined by the Officers executing such Notes, as evidenced by their execution thereof.
(b) Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in fully registered form substantially in the form set forth in Exhibit A (the "Rule 144A Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with DTC, and registered in the name of Cede & Co. (DTC's partnership nominee), or such other name as may be requested by an authorized representative of DTC, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary or permanent Global Notes in fully registered form substantially in the form set forth in Exhibit B (the "Regulation S Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with DTC, and registered in the name of Cede & Co. (DTC's partnership nominee), or such other name as may be requested by an authorized representative of DTC.
(c) CUSIP and ISIN Numbers. The Rule 144A Global Note shall bear CUSIP No. 265387 AA 5 and ISIN No. US265387AA51. The Regulation S Global Note shall bear CUSIP No. C2085R AA 2 and ISIN No. USC2085RAA24.
(d) Denominations. The Notes shall be issuable only in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(e) Legends. Each Global Note shall bear the applicable restricted securities legend set forth in Exhibit A or Exhibit B hereto, as the case may be, and such other legends as may be required by applicable law, regulation, or the rules of DTC.
(f) Book-Entry Provisions. This Section shall apply only to a Global Note deposited with or on behalf of DTC. The Issuers shall execute and the Trustee shall, in accordance with this Section and Section 2.02, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of DTC or the nominee of DTC and (ii) shall be delivered by the Trustee to DTC or pursuant to DTC's instructions or held by the Trustee as custodian for DTC. Members of, or direct and indirect participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC, or under such Global Note, and DTC may be treated by the Issuers, the Trustee, and any agent of the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
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 Notes on behalf of the Issuers.
(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.
(c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
(d) The Trustee shall, upon receipt of a written order of the Issuers signed by two Officers of the Issuers (an "Authentication Order"), authenticate Notes for original issue in an aggregate principal amount of up to $850,000,000 on the Closing Date, and shall authenticate Additional Notes from time to time thereafter for original issue in accordance with Section 2.14 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.
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 paying agents as the Issuers shall deem necessary or advisable. The term "Paying Agent" includes any additional paying agent, and the term "Registrar" includes any co-registrar.
(c) The Issuers may change any Paying Agent, Registrar, or Transfer Agent without prior notice to the Holders; provided that the Issuers shall give prompt written notice to the Trustee of such change. The Issuers or any of their respective Subsidiaries may act as Paying Agent, Registrar, or Transfer Agent; provided that for so long as the Notes are outstanding, the Issuers shall maintain a Paying Agent in the Borough of Manhattan, the City of New York.
(d) The Issuers shall enter into an appropriate agency agreement with any Paying Agent, Registrar, or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar, Paying Agent, or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.06 hereof.
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 of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require such Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers) shall have no further liability for the money delivered to the Trustee. If the Issuers or any Subsidiary of the Issuers acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders the money so held by it as Paying Agent.
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 as of such date as the Trustee may reasonably require of the names and addresses of the Holders, and the Issuers shall otherwise comply with TIA § 312(a).
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 is unwilling or unable to contin