INDENTURE

INDENTURE
Dated as of May 15, 2025
among
DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands, as Issuer,
DUNMORE UPSTREAM FINANCE CORP., a Delaware corporation, 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
________________________________________
INDENTURE
THIS INDENTURE (this "Indenture"), dated as of May 15, 2025, is among DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated with limited liability 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, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands (the "Issuer" or "DEH"), DUNMORE UPSTREAM FINANCE CORP., a corporation organized and existing under the laws of the State of Delaware, EIN 93-4728106, with its registered agent at Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005, and its principal office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 (the "Co-Issuer" or "DUFC" and, together with the Issuer, the "Issuers"), each of the GUARANTORS (as defined herein) party hereto from time to time (each a "Guarantor" and, collectively, the "Guarantors"), and 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, NY 10005 (the "Trustee" and the "Collateral Agent").
RECITALS
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 (as the same may be amended, supplemented, or modified from time to time, the "Notes");
WHEREAS, the Notes are being offered and sold (i) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act and (ii) pursuant to Regulation S under the Securities Act to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act;
WHEREAS, each of the Guarantors listed on the signature pages hereto has agreed to unconditionally and irrevocably guarantee, on a joint and several basis, the Issuers' obligations under this Indenture and the Notes on a senior secured basis, as more fully set forth herein;
WHEREAS, the parties hereto desire to set forth the terms and conditions upon which the Notes are to be authenticated, issued, and delivered; and
WHEREAS, all things necessary to make this Indenture a valid, legally binding, and enforceable agreement of the Issuers, the Guarantors, and the Trustee, in accordance with its terms, and to make the Notes, when executed by the Issuers and authenticated and delivered by the Trustee hereunder, the valid, legally binding, and enforceable obligations of the Issuers and the Guarantors, have been done.
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:
TABLE OF CONTENTS
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ARTICLE 1 — DEFINITIONS AND INCORPORATION BY REFERENCE
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 Revolving Credit Agreement, dated as of June 30, 2023 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 15, 2024, and as further amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced, or otherwise modified from time to time), among the Issuers, as borrowers, Velthorn National Bank, N.A., as administrative agent, and the lenders and other financial institutions party thereto from time to time, providing for revolving credit commitments in an aggregate amount of $750,000,000, bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, and maturing on June 30, 2028, of which $470,000,000 was drawn and outstanding as of the Issue Date.
"ABL Priority Collateral" means all accounts receivable, inventory (including raw materials, work-in-process, finished goods, and goods in transit), deposit accounts (other than any deposit account the sole purpose of which is to hold proceeds of Notes Priority Collateral), securities accounts to the extent containing proceeds of ABL Priority Collateral, letter-of-credit rights, general intangibles (solely to the extent relating to, or constituting the proceeds of, accounts receivable or inventory), supporting obligations (solely to the extent relating to accounts receivable or inventory), commercial tort claims (solely to the extent relating to accounts receivable or inventory), chattel paper, instruments, and documents of title, in each case, of the Issuers and the Guarantors, together with all proceeds (including insurance proceeds) of the foregoing, over which the ABL Agent has a first-priority lien pursuant to the Intercreditor Agreement.
"Additional Notes" means any additional Notes that may be issued under this Indenture from time to time in accordance with Section 2.14 hereof, subject to compliance with the covenants set forth in Article 4 hereof.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Alverton" means Alverton & Co. LLP, independent registered public accounting firm, or any successor firm appointed by the Issuer as the Issuers' independent auditor.
"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of (1) 1.0% of the then-outstanding principal amount of such Note and (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note on May 1, 2028 (as set forth in Section 3.07(b) hereof, without regard to any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through May 1, 2028 (excluding accrued and unpaid interest to, but excluding, the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (b) the then-outstanding principal amount of such Note.
"Barrisford" means Barrisford Advisory Group LLC, an environmental, social, and governance ("ESG") and sustainability consulting firm engaged by the Issuers, or any successor firm appointed by the Issuers in such capacity.
"Beacon Fiduciary" means Beacon Fiduciary Services LLC, a limited liability company organized under the laws of the State of Delaware, in its capacity as Paying Agent, Registrar, and Transfer Agent hereunder, or any successor appointed in accordance with Section 2.03 hereof.
"Board of Directors" means (i) with respect to the Issuer, the board of directors of the Issuer or any duly authorized committee thereof, (ii) with respect to the Co-Issuer, the board of directors of the Co-Issuer or any duly authorized committee thereof, and (iii) with respect to any other Person, the board of directors or comparable governing body of such Person or any duly authorized committee thereof.
"Business Day" means any day other than a Saturday, a Sunday, or any day on which banking institutions in the City of New York, State of New York, or the City of George Town, Grand Cayman, Cayman Islands, are authorized or required by law, regulation, or executive order to remain closed.
"Capital Stock" means (i) with respect to any Person that is a corporation, any and all shares, interests, participations, or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person, (ii) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company, or other equity interests of such Person, and (iii) any warrants, rights, or options to purchase any of the instruments or interests referred to in clause (i) or clause (ii) above.
"Cayar Offshore Block" means the petroleum exploration and production license (License No. DSAS-2019/CAY-001) held by Dunmore Senegal S.A. in the Cayar Offshore area located offshore the Republic of Senegal, together with all rights, privileges, and interests appurtenant thereto, including any renewals, extensions, or successor licenses.
"Change of Control" means the occurrence of any of the following events: (i) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than any Permitted Holder, becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer; (ii) the Issuer ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of the Co-Issuer; (iii) the sale, lease, transfer, conveyance, or other disposition (other than by way of merger, consolidation, or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or (iv) the adoption of a plan relating to the liquidation or dissolution of the Issuer; provided, however, that a transaction shall not be deemed to involve a Change of Control if (A) the Issuer becomes a direct or indirect wholly owned subsidiary of a holding company and (B)(x) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer's Voting Stock immediately prior to that transaction or (y) immediately following that transaction no "person" or "group" (other than a Permitted Holder) is the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of such holding company. For purposes of this definition, "Permitted Holder" means (I) Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, and its Affiliates, (II) any fund, account, or investment vehicle managed or advised by Harborview Capital Partners Fund VI, L.P. or its Affiliates, and (III) any co-investors that co-invest with any of the foregoing.
"Change of Control Offer" has the meaning set forth in Section 4.14 hereof.
"Change of Control Triggering Event" means the occurrence of a Change of Control.
"Collateral" means all assets, properties, and interests now owned or hereafter acquired that are pledged or otherwise subject to a Lien created pursuant to the Security Documents as security for the Notes and the Guarantees, including all Notes Priority Collateral, subject in all cases to the terms and conditions of the Intercreditor Agreement.
"Collateral Agent" means Northgate Trust Company, N.A., acting in its capacity as collateral agent for the benefit of the Holders of the Notes, together with its successors and assigns in such capacity.
"Co-Issuer" means Dunmore upstream Finance Corp., a corporation organized and existing under the laws of the State of Delaware, together with its permitted successors and assigns.
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted (and not added back) in computing Consolidated Net Income for such period, (i) consolidated interest expense, (ii) provision for taxes based on income, profits, or capital, (iii) depreciation, depletion, and amortization, (iv) non-cash charges (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash charge paid in a prior period), and (v) other customary addbacks, minus non-cash items of income (excluding any non-cash item of income to the extent it represents the reversal of an accrual of, or reserve for, a potential cash item that reduced Consolidated EBITDA in any prior period), all determined on a consolidated basis in accordance with GAAP.
"Consolidated Net Income" means, for any period, the aggregate net income (or loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
"Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which office at the date of this Indenture is located at 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Corporate Trust Administration.
"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.
"Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, in the form of Exhibit A-1 or Exhibit A-2 hereto (as applicable), except that such Note shall not bear the Global Note Legend or the schedule of increases and decreases in the principal amount of a Global Note.
"DTC" means The Depository Trust Company, its nominees, and their respective successors and assigns.
"Duval Howard" means Duval Howard & Partners, independent petroleum engineering consultants, or any successor firm appointed by the Issuers as the Issuers' independent petroleum engineering consultants.
"Equity Interests" means all shares, interests, participations, or other equivalents (however designated) of capital stock or other equity interests of any Person, any rights, warrants, or options to acquire any such capital stock or equity interests, any securities convertible into or exchangeable for any such capital stock or equity interests, and any other ownership or profit interests in such Person (including partnership, member, or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights, or other interests are outstanding on any date of determination.
"Equity Offering" means a public or private offering of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer, the proceeds of which are contributed to the equity capital of the Issuer (other than Disqualified Stock).
"EU Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced by the Council of the European Union pursuant to Chapter 2 of Title V of the Treaty on European Union, or by any relevant member state of the European Union implementing such restrictive measures.
"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 of the SEC promulgated thereunder.
"Existing 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, between the Issuer, Dunmore upstream Finance Corp., and Pinnacle Trust Company, N.A., as trustee, of which $850,000,000 aggregate principal amount was originally outstanding, $450,000,000 of which is to be repaid with a portion of the Net Proceeds of the offering of the Notes, leaving $400,000,000 aggregate principal amount outstanding.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code of 1986, as amended, and any intergovernmental agreements entered into in connection with the implementation of the foregoing.
"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.).
"Fixed Charge Coverage Ratio" means, with respect to the Issuer and its Restricted Subsidiaries, the ratio, on a consolidated basis, of (i) Consolidated EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") to (ii) Fixed Charges for such Reference Period, in each case determined on a pro forma basis.
"Fixed Charges" means, for any period, the sum, without duplication, of (i) consolidated interest expense for such period (whether paid or accrued, including amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Obligations, commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, and net payments, if any, pursuant to Hedging Obligations), and (ii) all cash dividends and other distributions paid or accrued on any Disqualified Stock or Preferred Stock of any Restricted Subsidiary during such period.
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and 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 may be approved by a significant segment of the accounting profession of the United States, which are applicable as of the date of determination.
"Global Note" means any Note issued in global form registered in the name of DTC or its nominee.
"Global Note Legend" means the legend set forth in Section 2.06(g) hereof.
"Guarantee" means the guarantee by each Guarantor of the Issuers' obligations under this Indenture and the Notes, as set forth in Article 10 hereof and in any supplemental indenture delivered pursuant to Section 4.15 hereof.
"Guarantors" means, collectively, each of: (1) Dunmore Nigeria E&P Ltd., a company incorporated under the laws of the Federal Republic of Nigeria, (2) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware, (3) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware, (4) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal, (5) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware, (6) Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales, and any future Restricted Subsidiary that executes a supplemental indenture in accordance with Section 4.15 hereof, in each case, until released from its Guarantee in accordance with Section 10.06 hereof.
"Harborview" means Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, which, as of the Issue Date, holds approximately 62.4% of the outstanding Equity Interests of the Issuer, together with its permitted successors and assigns.
"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements, and interest rate collar agreements, (ii) foreign exchange contracts and currency swap agreements, and (iii) commodity swap agreements, commodity options, forward commodity contracts, and other similar agreements or arrangements designed to protect against fluctuations in commodity prices.
"Holder" means a registered holder of a Note, as reflected in the register maintained by the Registrar.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of the Issue Date, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent), the Issuers, and the Guarantors, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
"Investment Grade" means a rating equal to or higher than Baa3 (or the equivalent) by Lodestar Ratings International and BBB- (or the equivalent) by Veridian Credit Assessments Inc. (or, if either such entity ceases to rate the Notes for reasons outside the control of the Issuers, the equivalent investment grade credit rating from any other nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuers as a replacement agency).
"Issue Date" means May 15, 2025.
"Issuer" means Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, together with its permitted successors and assigns.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, hypothecation, assignment for security, deposit arrangement, encumbrance, or preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).
"Lodestar" means Lodestar Ratings International, or any successor thereto.
"Net Proceeds" means the aggregate cash proceeds received by the Issuers from the sale of the Notes, after deducting (i) the Initial Purchasers' discount and commissions and (ii) other fees, costs, and expenses incurred in connection with the offering of the Notes.
"Notes" means the Issuers' 9.375% Senior Secured Notes due 2032, issued under this Indenture, including any Additional Notes, as the same may be amended, supplemented, or modified from time to time.
"Notes Priority Collateral" means all property, plant, and equipment ("PP&E"), Equity Interests of Guarantor Subsidiaries, intellectual property, material contracts (including material hydrocarbon offtake contracts), intercompany receivables, assignment of insurance proceeds, and all other assets of the Issuers and the Guarantors other than ABL Priority Collateral, together with all proceeds (including insurance proceeds) of the foregoing, over which the Collateral Agent has a first-priority Lien (subject to Permitted Liens) pursuant to the Security Documents and the Intercreditor Agreement.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Officers' Certificate" means a certificate signed by two officers of the Issuer, at least one of whom shall be the principal executive officer, principal financial officer, principal accounting officer, or general counsel of the Issuer, and delivered to the Trustee.
"OML 47" means Oil Mining Lease 47, located in the Niger Delta region, Federal Republic of Nigeria, operated by Dunmore Nigeria E&P Ltd., together with all rights, privileges, and interests appurtenant thereto, including any renewals, extensions, or successor leases.
"OML 63" means Oil Mining Lease 63, located in the Niger Delta region, Federal Republic of Nigeria, operated by Dunmore Nigeria E&P Ltd., together with all rights, privileges, and interests appurtenant thereto, including any renewals, extensions, or successor leases.
"Opinion of Counsel" means a written opinion of counsel, which counsel shall be reasonably acceptable to the Trustee.
"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 Business" means the business of upstream and midstream oil and gas exploration, development, production, processing, transportation, and marketing, renewable energy development and operations (including solar, wind, and other clean energy technologies), hydrocarbon trading, and any services, activities, or businesses incidental, complementary, or reasonably related thereto.
"Permitted Liens" means: (i) Liens existing on the Issue Date; (ii) Liens securing the ABL Credit Agreement on ABL Priority Collateral in accordance with the Intercreditor Agreement; (iii) Liens for taxes, assessments, or governmental charges not yet due and payable or being contested in good faith with adequate reserves; (iv) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, and other Liens imposed by law arising in the ordinary course of business; (v) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance, or other social security legislation; (vi) Liens in favor of the Issuers or any Guarantor; (vii) Liens to secure Hedging Obligations; (viii) judgment Liens not constituting an Event of Default; (ix) easements, rights-of-way, zoning restrictions, and similar encumbrances or irregularities in title that do not materially impair the value or use of the property; (x) Liens securing Capitalized Lease Obligations and purchase money indebtedness; (xi) Liens on assets of Unrestricted Subsidiaries; and (xii) other Liens securing Indebtedness in an aggregate amount not to exceed $50,000,000 at any one time outstanding.
"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.
"Redemption Date" means the date fixed for redemption of any Notes pursuant to 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.
"Relevant Taxing Jurisdiction" means (i) the Cayman Islands, (ii) the United States of America (or any state or political subdivision thereof or therein), (iii) any jurisdiction from or through which any payment under the Notes or the Guarantees is made, or (iv) any jurisdiction in which a successor to either Issuer or a successor Guarantor is organized, resident for tax purposes, or from which it makes a payment on the Notes or the Guarantees (or any political subdivision or taxing authority of or in any such jurisdiction), and in each case, any successor jurisdiction.
"Restricted Subsidiary" means any Subsidiary of the Issuer that has not been designated as an Unrestricted Subsidiary in accordance with Section 4.16 hereof.
"Sanctioned Country" means, at any time, any country, territory, or region that is itself, or whose government is, the subject or target of any comprehensive territorial Sanctions (as of the Issue Date, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other country or territory that may become the subject of comprehensive territorial Sanctions after the Issue Date).
"Sanctioned Person" means, at any time, any Person: (i) listed on the Specially Designated Nationals and blocked Persons List maintained by OFAC (the "SDN List"), the Sectoral Sanctions Identifications List maintained by OFAC (the "SSI List"), the Foreign Sanctions Evaders List maintained by OFAC, or any other Sanctions-related list maintained by OFAC; (ii) listed on the Consolidated List of Financial Sanctions Targets maintained by the European Union (the "EU Consolidated Sanctions List"); (iii) listed on the Consolidated List of Financial Sanctions Targets maintained by the United Kingdom Office of Financial Sanctions Implementation (the "UK OFSI Consolidated List"); (iv) any Person that is 50% or more owned, directly or indirectly, individually or in the aggregate, by one or more Persons described in clauses (i) through (iii); (v) any Person that is organized, incorporated, or resident in a Sanctioned Country; or (vi) any Person otherwise the target of Sanctions, including by reason of being controlled by any Person described in clauses (i) through (v).
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced by (i) OFAC, (ii) the U.S. Department of State, (iii) the United Nations Security Council, (iv) the European Union or any member state thereof, or (v) Her Majesty's Treasury of the United Kingdom.
"Sandoval" means Sandoval Compliance Solutions LLC, in its capacity as sanctions and OFAC compliance advisor to the Issuers, or any successor firm appointed by the Issuers in such capacity.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Security Documents" means, collectively, (i) the Collateral Agreement (U.S.), dated as of the Issue Date, governed by the laws of the State of New York, (ii) the Collateral Agreement (Nigeria), dated as of the Issue Date, governed by the laws of the Federal Republic of Nigeria, (iii) the Collateral Agreement (England), dated as of the Issue Date, governed by the laws of England and Wales, (iv) the Collateral Agreement (Senegal), dated as of the Issue Date, governed by the laws of the Republic of Senegal, (v) all UCC-1 financing statements filed in the State of Delaware or any other applicable jurisdiction, and (vi) all other agreements, instruments, and documents now or hereafter executed and delivered to create, evidence, or perfect the Liens on the Collateral contemplated by this Indenture, as each of the foregoing may be 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 by the SEC, as such regulation is in effect on the Issue Date.
"Subsidiary" means, with respect to any specified Person, (i) 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) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof), and (ii) any partnership, limited liability company, or similar entity of which (a) more than 50% of the capital accounts, distribution rights, total equity, and voting interests, or the general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof), whether in the form of membership, general, special, or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
"TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Issue Date.
"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 (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2028; provided, that if the period from the Redemption Date to May 1, 2028 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the 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.
"Trustee" means Northgate Trust Company, N.A., acting in its capacity as trustee under this Indenture, together with its successors and assigns in such capacity.
"UK Bribery Act" means the Bribery Act 2010 of the United Kingdom, as amended.
"UK Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced by the United Kingdom government, including those administered by the Office of Financial Sanctions Implementation ("OFSI") of Her Majesty's Treasury.
"Unrestricted Subsidiary" means any Subsidiary of the Issuer that is designated as an Unrestricted Subsidiary in accordance with Section 4.16 hereof.
"Veridian" means Veridian Credit Assessments Inc., or any successor thereto.
"Voting Stock" means, with respect to any specified Person as of any date, 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.
Section 1.02 — Other Definitions
The following terms are defined in the Sections of this Indenture set forth opposite each such term:
Section 1.03 — Incorporation by Reference of Trust Indenture Act
Whenever this Indenture refers to a provision of the TIA, such 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:
"indenture securities" means the Notes;
"indenture security holder" means a Holder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Trustee; and
"obligor" on the Notes means the Issuers and the Guarantors.
All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute, or defined by SEC rule under the TIA shall have the meanings so assigned to them. Notwithstanding the foregoing, to the extent that the TIA is inapplicable because the Notes are not registered under the Securities Act, references herein to provisions of the TIA are included for the benefit of the Holders and shall be deemed to apply to this Indenture and the Notes as if the TIA were applicable in all respects.
Section 1.04 — Rules of Construction
Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c) "or" is not exclusive;
(d) "including" means "including without limitation";
(e) words in the singular include the plural, and in the plural include the singular;
(f) "will" and "shall" are each mandatory;
(g) references to any law, statute, or regulation include any amendment, modification, or successor thereto;
(h) references to any Person include such Person's successors and assigns;
(i) all references to "$" or "dollars" refer to United States dollars;
(j) the words "herein," "hereof," "hereunder," and other words of similar import refer to this Indenture as a whole and not to any particular section, article, or other subdivision;
(k) unless otherwise specified, all references to articles, sections, exhibits, and schedules are to articles, sections, exhibits, and schedules of this Indenture;
(l) the table of contents and headings contained in this Indenture are for convenience of reference only and shall not affect the meaning or interpretation of this Indenture;
(m) all references to dates and times are to New York City time unless otherwise specified; and
(n) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
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 form of Exhibit A-1 hereto (with respect to Notes offered and sold pursuant to Rule 144A under the Securities Act) and Exhibit A-2 hereto (with respect to Notes offered and sold pursuant to Regulation S under the Securities Act), each of which is hereby incorporated in and made a part of this Indenture. The Notes may have notations, legends, or endorsements approved by the Issuers and required by law, stock exchange rule, or usage. Each Note shall be dated the date of its authentication.
(b) Global Notes. The Notes shall be issued in registered, global form (each, a "Global Note") and shall be deposited on the Issue Date with, or on behalf of, DTC, and registered in the name of Cede & Co., the nominee of DTC, or such other name as may be requested by an authorized representative of DTC. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of DTC and the Registrar as hereinafter provided.
(c) CUSIPs and ISINs. Notes offered and sold pursuant to Rule 144A under the Securities Act shall bear CUSIP No. 265387 AA 5 and ISIN No. US265387AA51 (the "144A Global Notes"). Notes offered and sold pursuant to Regulation S under the Securities Act shall bear CUSIP No. C2085R AA 2 and ISIN No. USC2085RAA24 (the "Regulation S Global Notes").
(d) Minimum Denominations. The Notes shall be issuable only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(e) Legends. Each Note shall bear (i) a restricted securities legend substantially as set forth on the face of the applicable form of Note attached as Exhibit A-1 or Exhibit A-2 hereto, as applicable, (ii) a legend substantially as set forth on the face of the applicable form of Note attached as Exhibit A-1 or Exhibit A-2 hereto regarding restrictions on transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, and (iii) such other legends as may be required by applicable law or regulation. Legends may be removed from Notes upon satisfaction of the conditions set forth in Section 2.06 hereof.
Section 2.02 — Execution and Authentication
(a) Two duly authorized officers of each Issuer shall sign each Note on behalf of such Issuer by manual or facsimile signature. If any officer whose signature appears on a Note no longer holds that office at the time the Trustee authenticates such Note, such Note shall nevertheless be valid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or an authenticating agent appointed in accordance with this Indenture) manually signs the certificate of authentication on such Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly authenticated and delivered under this Indenture.
(b) The Trustee shall, upon receipt of a written order of the Issuers signed by two authorized officers of the Issuer (an "Authentication Order"), authenticate and deliver Notes for original issue in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, if applicable, shall certify that the Issuers have received the Net Proceeds of such issuance. The aggregate principal amount of Notes outstanding at any time may not exceed $850,000,000 plus the aggregate principal amount of any Additional Notes issued in accordance with Section 2.14 hereof.
(c) The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate and deliver Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate and deliver Notes whenever the Trustee may do so.
Section 2.03 — Registrar, Paying Agent, and Transfer Agent
(a) The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"), (ii) an office or agency where Notes may be presented for payment (the "Paying Agent"), and (iii) an office or agency where notices and demands in respect of the Notes and this Indenture may be served (the "Transfer Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange.
(b) The Issuers hereby initially appoint Beacon Fiduciary Services LLC, having its principal office at 240 Greenwich Street, 7th Floor, New York, NY 10007, Attention: Sandra Mitchum, Relationship Manager, as the initial Registrar, Paying Agent, and Transfer Agent under this Indenture. The Issuers may change any Registrar, Paying Agent, or Transfer Agent upon prior written notice to the Trustee; provided that (i) the Issuers shall maintain at least one Paying Agent in the Borough of Manhattan, the City of New York, at all times and (ii) the Issuers shall give notice to the Holders of any change in the Registrar, Paying Agent, or Transfer Agent in accordance with Section 14.01 hereof. The Issuers or any of their Subsidiaries may act as Registrar, Paying Agent, or Transfer Agent.
(c) The Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent, or Transfer Agent not a party to this Indenture. Such 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, or fail to give the foregoing notice, the Trustee shall act as such.
Section 2.04 — Paying Agent to Hold Money in Trust
Not later than each interest payment date, maturity date, and redemption date, the Issuers shall deposit with the Paying Agent (or, if an Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust) a sum sufficient to pay the principal of, premium (if any), and accrued and unpaid interest on the Notes then due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium (if any), or accrued and unpaid interest on the Notes, and will notify the Trustee of any default by the Issuers (or any other obligor under the Notes) in making any such payment. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee, and the Trustee may at any time during the continuance of any Default 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 so delivered.
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 of the Notes and shall otherwise comply with the requirements of Section 312 of the TIA. If the Trustee is not the Registrar, the Issuers shall cause the Registrar to furnish to the Trustee, not later than five 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 all Holders of the Notes.
Section 2.06 — Transfer and Exchange
(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), and (d) hereof, as applicable. Transfers of beneficial interests in the Global Notes shall be effected through DTC's book-entry transfer system in accordance with this Indenture and the procedures of DTC.
(b) Transfer and Exchange of Beneficial Interests in the 144A Global Notes. A beneficial interest in a 144A Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in the same or another 144A Global Note only if such transfer is made in compliance with the transfer restrictions set forth herein and upon delivery of a certificate in the form established by the Issuers for such purpose certifying that such transfer is being made (i) to a QIB in a transaction meeting the requirements of Rule 144A under the Securities Act or (ii) pursuant to an effective registration statement under the Securities Act.
(c) Transfer and Exchange of Beneficial Interests in the Regulation S Global Notes. A beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in the same or another Regulation S Global Note only if such transfer is made in compliance with Regulation S under the Securities Act, including during the 40-day distribution compliance period, and upon delivery of a certificate certifying that such transfer is being made to a Person that is not a "U.S. person" (as defined in Rule 902(k) of Regulation S under the Securities Act) in an offshore transaction in accordance with Regulation S. During the 40-day distribution compliance period after the Issue Date, a beneficial interest in a Regulation S Global Note may not be transferred to a U.S. person or for the account or benefit of a U.S. person (other than pursuant to Rule 144A to a QIB).
(d) Transfers Between 144A Global Notes and Regulation S Global Notes. A beneficial interest in a 144A Global Note may be exchanged for a beneficial interest in a Regulation S Global Note, and vice versa, upon delivery of such certifications and other documentation as may be required under this Indenture and as DTC may require. Each such exchange shall be effected through DTC's book-entry system.
(e) Transfer to Non-Global Form (Definitive Notes). If (i) DTC notifies the Issuers that it is unwilling or unable to continue to act as depositary for the Global Notes and no successor depositary shall have been appointed within 90 days after delivery of such notice, (ii) DTC ceases to be a clearing agency registered under the Exchange Act and no successor depositary shall have been appointed within 90 days after the Issuers become aware of such cessation, (iii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Notes in definitive form under this Indenture, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes, then the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes in exchange for beneficial interests in the Global Notes.
(f) Legends. Each Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legends set forth in Section 2.01(e) hereof, unless such legends are no longer required by applicable law or the terms of this Indenture.
(g) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: "THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES."
Section 2.07 — Replacement Notes
If a mutilated Note is surrendered to the Trustee, or the Issuers and the Trustee receive evidence to their satisfaction of the destruction, loss, or theft of a Note, the Issuers shall issue, and the Trustee, upon receipt of an Authentication Order, shall authenticate, a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. If required by the Trustee or the Issuers, an indemnity bond must be furnished, sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any agent, and any authenticating agent from any loss which any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note, including reasonable fees and expenses of counsel. Every replacement Note is an obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.
Section 2.08 — Outstanding Notes
The Notes outstanding at any time are all the Notes authenticated by the Trustee, except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Issuers, a Guarantor, or an Affiliate of the Issuers or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If Notes are considered paid under Section 8.05 hereof, they cease to be outstanding and interest on them ceases to accrue. If the Paying Agent (other than an Issuer, a Guarantor, a Subsidiary, or an Affiliate of an Issuer or a Guarantor) holds, on a Redemption Date or the maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.
Section 2.09 — Treasury Notes
In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver, or consent, Notes owned by either Issuer, any Guarantor, or any Affiliate of either Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that for purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver, or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to the Notes and that the pledgee is not an Issuer, any Guarantor, or any Affiliate of an Issuer or any Guarantor.
Section 2.10 — Temporary Notes
Pending the preparation of Definitive Notes, the Issuers may execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate and deliver Definitive Notes in exchange for temporary Notes.
Section 2.11 — Cancellation
The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar, Paying Agent, and Transfer Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange, payment, or cancellation. The Trustee and no one else shall cancel all Notes surrendered for transfer, exchange, payment, replacement, or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures. The Issuers may not issue new Notes to replace Notes they have redeemed, paid, or delivered to the Trustee for cancellation.
Section 2.12 — CUSIP and ISIN Numbers
The Issuers in issuing the Notes may use CUSIP numbers and ISIN numbers, and, if so, the Trustee shall use CUSIP numbers and ISIN numbers in notices of redemption or exchange to the Holders as a convenience to such Holders; provided that neither the Trustee nor the Issuers shall have any responsibility for any defect in the CUSIP numbers or ISIN numbers as printed on the Notes or as contained in any notice and that any such notice may state that no representation is made as to the correctness of such numbers as printed on the Notes or as contained in such notice and that reliance may be placed only on the other identification numbers placed thereon. The CUSIP and ISIN numbers for the Notes are as follows:
Section 2.13 — Defaulted Interest
If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest at the rate provided in the Notes, to the Persons who are Holders on a subsequent special record date (the "Special Record Date"), in each case at the rate specified in the Notes. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed the Special Record Date, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment. At least 15 days before the Special Record Date, the Issuers (or the Trustee, at the Issuers' written request and at the Issuers' expense) shall mail or cause to be mailed to Holders a notice that states the Special Record Date, the related payment date, and the amount of such interest to be paid.
Section 2.14 — Issuance of Additional Notes
The Issuers may, from time to time, without notice to or the consent of the Holders, issue Additional Notes in an unlimited aggregate principal amount under this Indenture, so long as (i) such Additional Notes are issued in compliance with the covenants set forth in Article 4 hereof (including, without limitation, Section 4.07 hereof), (ii) no Default or Event of Default shall have occurred and be continuing at the time of such issuance or would result therefrom, and (iii) such Additional Notes have terms substantially identical in all respects to the initial Notes (except that the issue date, the issue price, the first interest payment date, and the initial interest accrual date of the Additional Notes may differ from those of the initial Notes). The initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including with respect to waivers, amendments, redemptions, and offers to purchase; provided, however, that if any Additional Notes are not fungible with the initial Notes for United States federal income tax purposes, such Additional Notes may have a separate CUSIP number.
ARTICLE 3 — REDEMPTION
Section 3.01 — Notices to Trustee
If the Issuers elect to redeem Notes pursuant to Section 3.07 or Section 3.08 hereof, they shall furnish to the Trustee, at least 10 days (or, in the case of a partial redemption, at least 15 days) before the date the notice of redemption is to be mailed or otherwise given to Holders (or such shorter period as may be satisfactory to the Trustee), an Officers' Certificate setting forth: (a) the clause of this Indenture pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the principal amount of Notes to be redeemed, and (d) the redemption price (or the formula by which the redemption price is to be determined).
Section 3.02 — Selection of Notes to Be Redeemed
(a) If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed from the outstanding Notes not previously called for redemption, (i) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, (ii) on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate, or (iii) if the Notes are represented by Global Notes, in accordance with DTC's applicable procedures. No Notes of a principal amount of $2,000 or less shall be redeemed in part.
(b) The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note that has been or is to be redeemed.
Section 3.03 — Notice of Redemption
(a) At least 10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by first-class mail (or, in the case of Global Notes, transmit by electronic means in accordance with DTC's applicable procedures), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address or in the case of a Global Note in accordance with the applicable procedures of DTC.
(b) The notice shall identify the Notes to be redeemed (including CUSIP number and ISIN, if any) and shall state:
(1) the Redemption Date;
(2) the redemption price (or, if not then ascertainable, the manner of calculation thereof);
(3) if any Note is to be redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;
(4) the name and address of the Paying Agent;
(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(6) that, unless the Issuers default in making such redemption payment, interest on the Notes called for redemption ceases to accrue on and after the Redemption Date;
(7) the paragraph or subparagraph of Section 3.07 or 3.08 hereof pursuant to which the Notes called for redemption are being redeemed; and
(8) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN, if any, listed in such notice or printed on the Notes.
(c) At the Issuers' request, the Trustee shall give the notice of redemption in the Issuers' name and at the Issuers' expense; provided that the Issuers shall have delivered to the Trustee, at least two Business Days prior to the date on which such notice is to be given (unless a shorter period shall be satisfactory to the Trustee), an Officers' Certific