OUTLINE TERM SHEET — CONFIDENTIAL

OUTLINE TERM SHEET — CONFIDENTIAL
$850,000,000
9.375% Senior Secured Notes due 2032
April 21, 2025
Circulated at the Organizational Call held April 21, 2025. This outline term sheet is for discussion purposes only and does not constitute a commitment to purchase or sell any securities. All terms are indicative and subject to change.
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Matter No. 1016-00003
This document is subject to attorney-client privilege and work-product protection. Distribution of this document or any portion thereof to any person other than the intended recipients and their respective advisors is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.
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1. Transaction Overview
Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer"), a Cayman Islands exempted company operating upstream and midstream oil and gas assets in West Africa and the Gulf of Mexico with a nascent renewable energy portfolio, proposes to issue $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and pursuant to Regulation S under the Securities Act to non-U.S. persons (collectively, the "Offering").
The Notes will be co-issued by Dunmore upstream Finance Corp. ("DUFC" and, together with DEH, the "Issuers"), a wholly-owned Delaware corporation subsidiary of DEH formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no material assets, operations, or revenues other than those related to its role as co-issuer.
The Notes will be guaranteed on a senior secured basis by certain direct and indirect subsidiaries of DEH, as described in greater detail in Section 7 herein (each, a "Guarantor" and, collectively, the "Guarantors"). The Notes will be secured by first-priority liens on substantially all assets of the Issuers and the Guarantors (other than ABL Priority Collateral, as defined below), subject to permitted liens and an intercreditor agreement with the existing ABL facility agent, Velthorn National Bank, N.A.
Preliminary credit ratings for the Notes have been obtained as follows:
•  Lodestar Ratings International: B2 / Stable
•  Veridian Credit Assessments Inc.: B+ / Stable
These ratings are preliminary and subject to the completion of the Offering and the receipt of final documentation by each rating agency. There can be no assurance that the final ratings will be the same as the preliminary ratings.
2. Parties
2.1 Issuer
DEH is the ultimate parent holding company of the Dunmore group and serves as the primary obligor under the Notes. DEH holds, directly or indirectly through intermediate holding companies, all of the equity interests in the Guarantor subsidiaries and other operating subsidiaries within the Dunmore group.
2.2 Co-Issuer
DUFC is a wholly-owned subsidiary of DEH and has been formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no independent operations, assets, or revenues and will not engage in any business activity other than the co-issuance of the Notes and activities incidental thereto.
2.3 Guarantors
Each of the following subsidiaries of DEH (each, a "Guarantor" and, collectively, the "Guarantors") will unconditionally guarantee all obligations of the Issuers under the Notes and the Indenture on a senior secured basis:
Each Guarantee will be a senior secured obligation of the applicable Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, and will be secured by first-priority liens on the Notes Priority Collateral of such Guarantor, subject to the terms of the Intercreditor Agreement.
2.4 Lead Initial Purchaser / Lead Left Bookrunner
Ridgeline Capital Markets LLC will serve as Lead Left Bookrunner for the Offering and will coordinate the marketing efforts, including the roadshow, investor calls, and order book management.
2.5 Joint Bookrunner
Clarion Securities Inc. will serve as Joint Bookrunner for the Offering and will assist in marketing and distribution efforts alongside Ridgeline Capital Markets LLC.
2.6 Co-Manager
Pinnacle Partners LLC will serve as Co-Manager for the Offering and will participate in the distribution of the Notes to qualified investors.
2.7 Trustee and Collateral Agent
Northgate Trust Company, N.A. will serve as Trustee under the Indenture and as Collateral Agent under the Security Documents. In its capacity as Collateral Agent, Northgate Trust Company, N.A. will hold the liens on the Notes Priority Collateral for the benefit of the holders of the Notes.
2.8 Paying Agent, Registrar and Transfer Agent
Beacon Fiduciary Services LLC will serve as Paying Agent, Registrar, and Transfer Agent for the Notes, responsible for the processing of interest and principal payments, maintaining the register of holders, and facilitating transfers and exchanges of the Notes.
2.9 Existing ABL Agent
Velthorn National Bank, N.A. serves as administrative agent and collateral agent under the existing $750,000,000 asset-based revolving credit facility (the "ABL Revolver"), of which $470,000,000 is currently drawn as of the date hereof. The ABL Revolver will remain in place following the closing of the Offering, and the parties will enter into an Intercreditor Agreement to govern the relative priorities of the liens securing the Notes and the ABL Revolver, as described in Section 9 herein.
3. Key Terms of the Notes
3.1 Securities
9.375% Senior Secured Notes due 2032 (the "Notes").
3.2 Aggregate Principal Amount
$850,000,000.
3.3 Issue Price
The Notes will be issued at an issue price of 98.50% of par, resulting in an original issue discount ("OID") of 1.50%.
The OID will be amortized over the life of the Notes for U.S. federal income tax purposes. Holders who purchase Notes at the initial offering price may be required to include OID in income as it accrues, in accordance with applicable tax rules.
3.4 Maturity Date
May 1, 2032, unless earlier redeemed or repurchased in accordance with the terms of the Indenture.
3.5 Interest Rate
The Notes will bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on each Interest Payment Date.
The semi-annual interest payment will equal $850,000,000 × 9.375% ÷ 2 = $39,843,750 per semi-annual period (assuming no prior redemptions or repurchases).
Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
3.6 Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025.
The first interest period will run from the settlement date (expected to be May 15, 2025) to November 1, 2025. Interest for the first interest period will be calculated on the basis of the actual number of days elapsed divided by 360 (or, if specified in the Indenture, on a 30/360 basis from the date of issuance).
The regular record dates for payment of interest will be the April 15 and October 15 immediately preceding each Interest Payment Date.
3.7 Placement
The Notes will be offered and sold in a private placement:
(a) in the United States, to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act; and
(b) outside the United States, to non-U.S. persons in reliance on Regulation S under the Securities Act.
The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
3.8 Form and Denomination
The Notes will be issued in book-entry form only and will be eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC") and its participants, including Harborview Industries and Stonefield Industries.
The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
3.9 Governing Law
The Notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
3.10 CUSIP / ISIN
3.11 Ranking
The Notes will constitute:
(a) senior secured obligations of each of the Issuers;
(b) pari passu in right of payment with all existing and future senior indebtedness of the Issuers (including the Issuers' obligations in respect of the ABL Revolver);
(c) effectively senior to all existing and future unsecured indebtedness of the Issuers, to the extent of the value of the Collateral securing the Notes;
(d) senior to all existing and future subordinated indebtedness of the Issuers; and
(e) structurally senior to all indebtedness and other obligations of non-guarantor subsidiaries of the Issuers, if any, to the extent of the Issuers' and the Guarantors' assets, subject to the terms of the Intercreditor Agreement as described in Section 9 herein.
With respect to the ABL Priority Collateral (as defined in Section 8.2 herein), the Notes will be effectively junior to the ABL Revolver, as the ABL Agent will hold a first-priority lien on such collateral pursuant to the Intercreditor Agreement.
4. Use of Proceeds
The estimated gross proceeds from the Offering will be approximately $837,250,000 (reflecting the 98.50% issue price). The Issuers intend to use the gross proceeds from the Offering as follows:
Reconciliation: $450,000,000 + $250,000,000 + $114,750,000 + $22,500,000 = $837,250,000.
The partial repayment of the existing 7.50% Senior Unsecured Notes due October 2028 will reduce the outstanding principal amount of those notes from $850,000,000 to $400,000,000. In connection with such partial repayment, the Issuers will deliver a payoff letter to the applicable trustee and paying agent, and the retired notes will be cancelled. Any applicable make-whole premium or call premium payable in connection with the partial repayment of the 7.50% Senior Unsecured Notes due 2028 is expected to be funded from cash on hand and is not included in the foregoing use of proceeds.
The Cayar Offshore Phase II development capital expenditures relate to the next phase of appraisal and development drilling on the Cayar Offshore Block operated by Dunmore Senegal S.A. in the Republic of Senegal. The Phase II development program is expected to include the drilling of four appraisal wells and two production wells, together with associated subsea infrastructure and processing facilities, with initial production expected in 2027.
Pending application of the net proceeds for the purposes described above, the Issuers may temporarily invest the net proceeds in short-term, investment-grade, interest-bearing securities, money market instruments, or bank deposits.
5. Fee Structure
5.1 Gross Spread
The aggregate gross spread payable by the Issuers to the Initial Purchasers will be 2.00% of the aggregate principal amount of the Notes, calculated as follows:
The gross spread will be deducted from the gross proceeds at settlement and allocated among the Initial Purchasers in accordance with their respective allocations as set forth in Section 6 herein.
5.2 Other Estimated Expenses
In addition to the gross spread payable to the Initial Purchasers, the Issuers estimate that the following additional costs and expenses will be incurred in connection with the Offering:
•  Legal fees and disbursements (Issuer's counsel, Initial Purchasers' counsel, local counsel in each relevant jurisdiction, ABL Agent's counsel): approximately $3,800,000
•  Trustee and Collateral Agent fees (including initial acceptance fees and first-year annual fees): approximately $375,000
•  Rating agency fees: approximately $500,000
•  Printing, EDGAR, and DTC fees: approximately $225,000
•  Reserves engineer review and comfort letter: approximately $150,000
•  Sanctions screening and compliance advisory fees: approximately $125,000
•  ESG advisory fees: approximately $100,000
•  Miscellaneous expenses (including filing fees, transfer taxes, and other customary closing costs): approximately $225,000
Total estimated other expenses: approximately $5,500,000.
5.3 Total Estimated Offering Costs
The total estimated costs and expenses of the Offering (including the gross spread and other estimated expenses) are approximately $22,500,000.
5.4 Net Proceeds to Issuer
After deducting estimated other expenses of approximately $5,500,000, the Issuers expect to receive net proceeds of approximately $814,750,000 from the Offering.
6. Allocation Among Initial Purchasers
The aggregate principal amount of the Notes will be allocated among the Initial Purchasers as follows:
The allocations set forth above are indicative and subject to adjustment by agreement among the Initial Purchasers prior to the pricing of the Notes. The allocation of the gross spread components (management fee, underwriting fee, and selling concession) among the Initial Purchasers will be determined in accordance with the Purchase Agreement and an agreement among the Initial Purchasers to be executed on or prior to the pricing date.
7. Guarantees
Each Guarantor will jointly and severally, unconditionally and irrevocably, guarantee the due and punctual payment of all amounts due and payable under the Notes and the Indenture, including principal, premium (if any), interest, and any additional amounts payable by the Issuers under the Notes and the Indenture (each such guarantee, a "Guarantee" and, collectively, the "Guarantees").
The Guarantees will constitute senior secured obligations of each Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and senior to all existing and future subordinated indebtedness of such Guarantor. The Guarantees will be secured by first-priority liens on the Notes Priority Collateral of each Guarantor, subject to the terms of the Intercreditor Agreement.
The obligations of each Guarantor under its Guarantee will be limited to the maximum amount that would not render such Guarantee voidable or unenforceable under applicable fraudulent conveyance, fraudulent transfer, corporate benefit, or similar laws in each relevant jurisdiction, including but not limited to the Cayman Islands, the Federal Republic of Nigeria, the State of Delaware, the Republic of Senegal, and England & Wales. The Indenture will contain customary savings provisions and contribution arrangements among the Guarantors to ensure the enforceability of each Guarantee to the maximum extent permitted by applicable law.
Any restricted subsidiary of the Issuers that is formed or acquired after the closing date and that meets the materiality thresholds specified in the Indenture (including subsidiaries whose total assets or total revenues exceed 5% of the consolidated total assets or total revenues of the Issuers and the restricted subsidiaries, taken as a whole, on a trailing four-quarter basis) will be required to become a Guarantor and to execute and deliver to the Trustee a supplemental indenture and such additional security documents as may be required to grant first-priority liens on its assets in favor of the Collateral Agent for the benefit of the holders of the Notes, in each case within the time periods specified in the Indenture.
The Guarantee of any Guarantor will be automatically released under customary circumstances, including (i) the sale or other disposition of all of the equity interests of such Guarantor, or all or substantially all of the assets of such Guarantor, in each case in a transaction permitted by the Indenture, (ii) the designation of such Guarantor as an unrestricted subsidiary in accordance with the Indenture, (iii) the defeasance or discharge of the Notes in accordance with the Indenture, or (iv) such Guarantor ceasing to guarantee any other indebtedness of the Issuers.
8. Collateral
8.1 Notes Priority Collateral
The Notes and the Guarantees will be secured by first-priority liens (subject only to Permitted Liens) on substantially all of the assets of the Issuers and each Guarantor (collectively, the "Notes Priority Collateral"), including without limitation:
(i) all equity interests of each Guarantor subsidiary held directly or indirectly by the Issuers;
(ii) substantially all tangible and intangible assets of the Issuers and each Guarantor, including property, plant and equipment ("PP&E"), intellectual property (including patents, trademarks, trade names, and copyrights), and goodwill, in each case subject to Permitted Liens;
(iii) all intercompany receivables owing to the Issuers or any Guarantor from any other Issuer or Guarantor;
(iv) all material hydrocarbon offtake contracts, including crude oil and condensate sales agreements, gas sales and purchase agreements, and product marketing agreements;
(v) assignment of insurance proceeds under all material insurance policies maintained by the Issuers and the Guarantors, including property damage, business interruption, control of well, operator's extra expense, and general liability policies;
(vi) all material contracts, including joint operating agreements ("JOAs"), production sharing contracts ("PSCs"), farm-in and farm-out agreements, drilling contracts, and construction contracts; and
(vii) all proceeds and products of the foregoing.
For the avoidance of doubt, the Notes Priority Collateral will not include the ABL Priority Collateral described in Section 8.2, over which the Notes Collateral Agent will hold a second-priority lien pursuant to the Intercreditor Agreement.
8.2 ABL Priority Collateral (Subject to Intercreditor Agreement)
Velthorn National Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Revolver (the "ABL Agent"), will retain first-priority liens on the following categories of assets of the Issuers and the Guarantors (collectively, the "ABL Priority Collateral"):
(a) all accounts receivable of the Issuers and the Guarantors;
(b) all inventory (including crude oil, condensate, natural gas, and refined petroleum products) of the Issuers and the Guarantors; and
(c) all deposit accounts of the Issuers and the Guarantors (other than segregated collateral accounts established pursuant to the Security Documents for the benefit of the holders of the Notes).
The Notes Collateral Agent will hold second-priority liens on the ABL Priority Collateral, subject to the terms of the Intercreditor Agreement described in Section 9.
8.3 Security Documents
The liens securing the Notes and the Guarantees will be evidenced and perfected by the following security documents (collectively, the "Security Documents"):
(a) U.S. Collateral Agreement (Pledge and Security Agreement). A pledge and security agreement governed by the laws of the State of New York, to be executed by DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. in favor of the Collateral Agent. This agreement will grant first-priority liens on substantially all personal property of the foregoing entities (other than ABL Priority Collateral), including equity interests, general intangibles, instruments, chattel paper, investment property, equipment, and proceeds thereof. Perfection will be achieved through UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware, delivery of certificated securities (if any), and control agreements with respect to securities accounts and deposit accounts, as applicable.
(b) Nigerian Collateral Agreement (Debenture and Charge). A debenture and fixed and floating charge governed by the laws of the Federal Republic of Nigeria, to be executed by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent. This agreement will create fixed charges over the equity interests in Dunmore Nigeria E&P Ltd., the OML 47 and OML 63 participating interests, material contracts (including the JOA and PSC for each license), insurance policies, and certain specific assets, and a floating charge over the undertaking and remaining assets of Dunmore Nigeria E&P Ltd. This security document is being prepared with the assistance of Abayomi Chambers (Chidinma Okafor, lead partner) in Lagos, Nigeria. Registration with the Corporate Affairs Commission of Nigeria will be required within the statutory timeframe.
(c) English Collateral Agreement (Debenture). A debenture governed by the laws of England & Wales, to be executed by Dunmore Trading Ltd. in favor of the Collateral Agent. This agreement will create fixed charges over the shares in Dunmore Trading Ltd., book debts, intellectual property, and specific chattels, and a floating charge over the undertaking and remaining assets of Dunmore Trading Ltd. This security document is being prepared with the assistance of Cresswell & Greaves LLP (Fiona Halsted, lead partner) in London, England. Registration with Companies House will be required within 21 days of creation.
(d) Senegalese Collateral Agreement (Nantissement and Cession Fiduciaire). Security agreements governed by the laws of the Republic of Senegal and the Organisation pour l'Harmonisation en Afrique du Droit des Affaires ("OHADA") Uniform Act on Security Interests, to be executed by Dunmore Senegal S.A. in favor of the Collateral Agent. These agreements will include a nantissement (pledge) over the shares in Dunmore Senegal S.A. and a cession fiduciaire (fiduciary assignment) over the Cayar Offshore concession rights, hydrocarbon production rights, and associated infrastructure. This security document is being prepared with the assistance of Theron Moss & Associates SARL (Moustapha Sy, lead consultant) in Dakar, Senegal. Registration with the Registre du Commerce et du Crédit Mobilier ("RCCM") will be required.
(e) UCC-1 Financing Statements. UCC-1 financing statements will be filed with the Secretary of State of the State of Delaware with respect to each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.
8.4 Collateral Agent
Northgate Trust Company, N.A. will serve as Collateral Agent under the Security Documents and the Intercreditor Agreement. In its capacity as Collateral Agent, Northgate Trust Company, N.A. will hold, maintain, and, if necessary, enforce the liens on the Notes Priority Collateral for the ratable benefit of the holders of the Notes. The Collateral Agent will act in accordance with the instructions of the Trustee (acting at the direction of the requisite percentage of holders of the Notes as specified in the Indenture) and will have no independent duty of investigation or inquiry.
9. Intercreditor Agreement
An intercreditor agreement (the "Intercreditor Agreement") will be entered into on or prior to the closing date among:
(a) Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent for the holders of the Notes (the "Notes Collateral Agent");
(b) Velthorn National Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Revolver (the "ABL Agent");
(c) the Issuers; and
(d) the Guarantors.
The Intercreditor Agreement will govern the relative rights, priorities, and remedies of the Notes Collateral Agent and the ABL Agent with respect to the Collateral and will contain the following principal terms:
ABL Priority Collateral. The ABL Agent will hold first-priority liens on the ABL Priority Collateral (accounts receivable, inventory, and deposit accounts). The Notes Collateral Agent will hold second-priority liens on the ABL Priority Collateral, and the exercise of remedies by the Notes Collateral Agent with respect to the ABL Priority Collateral will be subject to customary standstill periods and the prior discharge of all ABL obligations.
Notes Priority Collateral. The Notes Collateral Agent will hold first-priority liens on the Notes Priority Collateral (PP&E, equity interests, intellectual property, material contracts, insurance proceeds, and other assets not constituting ABL Priority Collateral). The ABL Agent will hold second-priority liens on the Notes Priority Collateral, and the exercise of remedies by the ABL Agent with respect to the Notes Priority Collateral will be subject to customary standstill periods and the prior discharge of all Notes obligations.
Standstill and Turnover Provisions. The Intercreditor Agreement will contain customary standstill provisions restricting the junior lienholder from exercising remedies with respect to the collateral on which it holds a second-priority lien for a specified standstill period (expected to be 180 days) following written notice to the senior lienholder. Any proceeds received by the junior lienholder in contravention of the priority provisions will be subject to turnover to the senior lienholder.
Waterfall Provisions. The Intercreditor Agreement will provide for customary waterfall provisions governing the application of proceeds from the enforcement of liens on shared collateral, with such proceeds applied first to the obligations secured by first-priority liens on such collateral, then to the obligations secured by second-priority liens on such collateral, and then to the relevant grantor.
Insurance and Condemnation Proceeds. The application of insurance proceeds and condemnation awards will be governed by the Intercreditor Agreement and will follow the priority structure described above.
Refinancing and Replacement. The Intercreditor Agreement will permit the refinancing and replacement of the ABL Revolver and the Notes, subject to the execution of joinder agreements by the replacement lenders or holders.
Governing Law. The Intercreditor Agreement will be governed by, and construed in accordance with, the laws of the State of New York.
10. Optional Redemption
10.1 Redemption Schedule (On or After May 1, 2028)
On or after May 1, 2028, the Issuers may redeem all or any portion of the Notes, at their option, at any time and from time to time, upon not less than 10 nor more than 60 days' notice, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date:
The initial redemption price of 104.688% represents one-half of the annual coupon (9.375% ÷ 2 = 4.6875%), and each subsequent step-down represents one-half of the preceding premium, consistent with customary high-yield practice. The redemption prices are plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
If less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed by lot, on a pro rata basis, or by such other method as the Trustee deems fair and appropriate, in accordance with the procedures of DTC.
10.2 Make-Whole Redemption (Prior to May 1, 2028)
Prior to May 1, 2028, the Issuers may redeem all or any portion of the Notes, at their option, at any time and from time to time, upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
"Applicable Premium" means, with respect to any Note on any applicable 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, as of such redemption date, of (A) the redemption price of such Note at May 1, 2028 (as set forth in the table above, without regard to accrued interest) plus (B) all remaining required interest payments due on such Note through May 1, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (ii) the principal amount of such Note.
"Treasury Rate" means, as of any redemption date, the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (or any successor release)) most nearly equal to the period from the redemption date to May 1, 2028; provided, that if such period is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Treasury Rate will be obtained by linear interpolation from the yields of United States Treasury securities for which such yields are given.
10.3 Equity Clawback
Prior to May 1, 2028, upon not less than 10 nor more than 60 days' notice, the Issuers may, on one or more occasions, redeem up to 40% of the original aggregate principal amount of the Notes (i.e., up to $340,000,000) with the net cash proceeds of one or more equity offerings at a redemption price equal to 109.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided, that:
(a) at least 60% of the original aggregate principal amount of the Notes (i.e., at least $510,000,000) must remain outstanding immediately after giving effect to any such redemption; and
(b) such redemption occurs within 180 days of the closing date of the applicable equity offering.
11. Change of Control
Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuers to repurchase all or any part of such holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the "Change of Control Payment").
The term "Change of Control" will be defined in the Indenture and is expected to include, among other events:
(a) the acquisition by any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the voting stock of DEH (other than by Permitted Holders);
(b) the sale, transfer, or other disposition of all or substantially all of the assets of the Issuers and the restricted subsidiaries, taken as a whole, to any person other than a Permitted Holder;
(c) the adoption of a plan of liquidation or dissolution of DEH; and
(d) the first day on which a majority of the members of the Board of Directors of DEH are not Continuing Directors.
"Permitted Holders" will be defined in the Indenture to include Harborview Capital Partners Fund VI, L.P. and its affiliates, members of management of the Issuers and the restricted subsidiaries, and any group in which Permitted Holders hold a majority of the total voting power held by such group.
The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with any Change of Control offer.
12. Certain Covenants
The Indenture will contain the following affirmative and negative covenants, each on terms and conditions consistent with high-yield market standards for an issuance of this type:
12.1 Incurrence-Based Financial Covenant
The Indenture will contain an incurrence-based financial covenant requiring the Issuers to maintain a Fixed Charge Coverage Ratio (as defined in the Indenture) of not less than 2.0x as a condition to the incurrence of additional indebtedness (other than Permitted Indebtedness) and the making of certain restricted payments.
The Fixed Charge Coverage Ratio will be calculated on a trailing four-quarter basis, with pro forma adjustments for acquisitions, dispositions, and incurrences and repayments of indebtedness during the applicable measurement period.
12.2 Negative Covenants (Incurrence-Based)
The Indenture will contain the following incurrence-based negative covenants, subject to customary exceptions, baskets, and carve-outs:
(a) Limitation on Additional Indebtedness (and Issuance of Preferred Stock). The Issuers will not, and will not permit any restricted subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee, or otherwise become liable for any additional indebtedness (including preferred stock of restricted subsidiaries) unless, at the time of such incurrence and after giving pro forma effect thereto, the Fixed Charge Coverage Ratio of the Issuers is not less than 2.0x. Customary carve-outs will be provided for Permitted Indebtedness (to be defined), including indebtedness under the ABL Revolver (up to the greater of (x) the borrowing base and (y) $750,000,000), capital lease obligations, purchase money indebtedness, intercompany indebtedness, and hedging obligations.
(b) Limitation on Restricted Payments. The Issuers will not, and will not permit any restricted subsidiary to, directly or indirectly, make any restricted payment (including dividends, distributions, equity repurchases, and investments in unrestricted subsidiaries) unless certain conditions are met, including maintenance of the Fixed Charge Coverage Ratio at not less than 2.0x and compliance with a restricted payments basket. The Indenture will include customary builder baskets and other permitted exceptions.
(c) Limitation on Liens. The Issuers will not, and will not permit any restricted subsidiary to, create or incur any lien on any asset (other than Permitted Liens) without equally and ratably securing the Notes.
(d) Limitation on Asset Sales. The Issuers will not, and will not permit any restricted subsidiary to, sell, transfer, or otherwise dispose of assets (other than in the ordinary course of business) unless (i) such sale is for fair market value, (ii) at least 75% of the consideration is received in cash or cash equivalents, and (iii) the net proceeds are applied within 365 days (or, with binding commitment, 545 days) to reinvestment in similar assets or to an offer to repurchase Notes at par plus accrued interest.
(e) Limitation on Transactions with Affiliates. The Issuers will not, and will not permit any restricted subsidiary to, enter into any transaction with any affiliate of the Issuers other than on terms that are no less favorable to the Issuers or such restricted subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such restricted subsidiary with an unrelated person, subject to customary exceptions and thresholds.
(f) Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuers will not, and will not permit any restricted subsidiary to, directly or indirectly, create or permit to exist any encumbrance or restriction on the ability of any restricted subsidiary to pay dividends or make other distributions to the Issuers or any restricted subsidiary, subject to customary exceptions.
(g) Limitation on Sale and Leaseback Transactions. The Issuers will not, and will not permit any restricted subsidiary to, enter into any sale and leaseback transaction with respect to any property, except in compliance with the Indenture's limitations on indebtedness and liens.
(h) Limitation on Designation of Unrestricted Subsidiaries. The Issuers may designate any subsidiary as an "unrestricted subsidiary" subject to compliance with the restricted payments covenant and other conditions specified in the Indenture.
(i) Limitation on Mergers, Consolidations, and Sales of Substantially All Assets. The Issuers will not, and will not permit any Guarantor to, merge or consolidate with or into, or sell, transfer, or otherwise dispose of all or substantially all of their properties and assets, taken as a whole, unless (i) the surviving or successor entity is organized under the laws of the United States, any state thereof, or the Cayman Islands and assumes all obligations under the Indenture and the Notes, (ii) no event of default exists or would result therefrom, and (iii) the Issuers could incur at least $1.00 of additional indebtedness under the Fixed Charge Coverage Ratio test.
(j) Anti-Layering Covenant. The Issuers will not, and will not permit any Guarantor to, incur any indebtedness that is contractually subordinated in right of payment to any other indebtedness of the Issuers or such Guarantor unless such indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Guarantee on substantially identical terms.
12.3 Affirmative Covenants
The Indenture will contain the following affirmative covenants:
(a) Reports and Financial Statements. The Issuers will furnish to the Trustee and the holders of the Notes (or make available on the Issuers' website or through an information agent):
(i) within 90 days after the end of each fiscal year, audited consolidated financial statements of DEH (including a consolidated balance sheet, income statement, statement of cash flows, and statement of changes in equity), together with an auditor's report thereon from a nationally recognized independent registered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited consolidated financial statements of DEH (including a consolidated balance sheet, income statement, and statement of cash flows), together with a review report or a certificate of the Chief Financial Officer of DEH; and
(iii) within five business days after the filing thereof, copies of any filings made with any securities regulatory authority (to the extent applicable).
(b) Maintenance of Collateral and Insurance. The Issuers and the Guarantors will maintain and preserve the Collateral in good working order and condition (ordinary wear and tear excepted) and will maintain insurance coverage with respect to the Collateral in such amounts and covering such risks as are customary in the industry, with policies naming the Collateral Agent as loss payee and/or additional insured, as applicable.
(c) Compliance with Sanctions Laws. The Issuers and the Guarantors will comply in all material respects with all applicable sanctions laws, regulations, and executive orders, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the United Kingdom's Office of Financial Sanctions Implementation ("OFSI").
(d) Compliance with Anti-Corruption Laws. The Issuers and the Guarantors will comply in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), and the UK Bribery Act 2010.
(e) Further Assurances. The Issuers and the Guarantors will execute and deliver, and will cause each restricted subsidiary to execute and deliver, such additional documents, instruments, and agreements as may be reasonably required to carry out the purposes of the Indenture, the Security Documents, and the other transaction documents, and to perfect and maintain the liens of the Collateral Agent on the Collateral.
12.4 Sanctions Representations and Covenants
The Indenture and the Purchase Agreement will contain the following sanctions-related representations, warranties, and covenants:
(a) Representations. The Issuers will represent and warrant that none of the Issuers, the Guarantors, or any of their respective directors, officers, employees, or, to the knowledge of the Issuers, controlled affiliates, is a person (a "Sanctioned Person") that is the subject or target of any sanctions administered or enforced by OFAC (including designation on the Specially Designated Nationals and blocked Persons List ("SDN List") or the Sectoral Sanctions Identifications List ("SSI List")), the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or OFSI (collectively, "Sanctions"). The Issuers will further represent that none of the Issuers, the Guarantors, or any of their respective directors, officers, or controlled affiliates is located, organized, or resident in a country or territory that is the subject of comprehensive country-wide or territory-wide Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
(b) Use of Proceeds Covenant. The Issuers will covenant that no part of the proceeds of the Offering will be used, directly or indirectly, by the Issuers, the Guarantors, or any of their respective directors, officers, employees, or controlled affiliates (i) to fund or facilitate any activities of or business with any Sanctioned Person, (ii) to fund or facilitate any activities of or business in any country or territory that is the subject of comprehensive Sanctions, or (iii) in any other manner that would result in a violation of Sanctions by any person (including any person participating in the Offering, whether as investor, initial purchaser, advisor, or otherwise).
(c) Ongoing Compliance. The Issuers and the Guarantors will maintain in effect and enforce policies and procedures designed to ensure compliance with all applicable Sanctions, and will furnish to the Trustee upon reasonable request such information and documentation as the Trustee may reasonably require to confirm such compliance.
13. Events of Default
The Indenture will contain customary events of default for senior secured high-yield notes, including the following:
(a) Failure to Pay Principal. Failure to pay the principal of (or premium, if any, on) any Note when due and payable at maturity, upon redemption, upon acceleration, or otherwise;
(b) Failure to Pay Interest. Failure to pay any installment of interest on any Note when due and payable, and continuance of such failure for a period of 30 days after the date on which such interest payment was due;
(c) Failure to Comply with Covenants. Failure to comply with any other covenant or agreement contained in the Indenture (other than a covenant or agreement a default in the performance of which is specifically dealt with elsewhere in the Events of Default provisions), and continuance of such failure for a period of 60 days after written notice of such default from the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes;
(d) Cross-Default / Cross-Acceleration. Default under any mortgage, indenture, or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuers or any restricted subsidiary (or the payment of which is guaranteed by the Issuers or any restricted subsidiary), if (i) such default results from the failure to pay any such indebtedness at its stated final maturity (after giving effect to any applicable grace period) or (ii) such default results in the acceleration of such indebtedness prior to its stated final maturity, and in each case the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been such a failure or acceleration, aggregates $50,000,000 or more;
(e) Bankruptcy or Insolvency. The occurrence of certain events of bankruptcy, insolvency, receivership, or reorganization with respect to any Issuer or any significant subsidiary, including the commencement of voluntary or involuntary proceedings under any applicable bankruptcy, insolvency, or similar law, the appointment of a custodian, receiver, trustee, or similar official, or the making of a general assignment for the benefit of creditors;
(f) Material Judgments. The rendering of one or more final judgments against the Issuers or any restricted subsidiary in an aggregate amount exceeding $50,000,000 (net of amounts covered by insurance or indemnity arrangements), and such judgments remain undischarged, unvacated, unbonded, unstayed, and unsatisfied for a period of 60 consecutive days;
(g) Invalidity of Guarantees. Any Guarantee of a significant subsidiary ceases to be in full force and effect (other than in accordance with the terms of the Indenture) or is declared null and void and unenforceable or is found to be invalid, or any Guarantor denies its liability under its Guarantee (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of the Indenture);
(h) Impairment of Collateral. Any Security Document with respect to a material portion of the Collateral ceases to be in full force and effect (other than in accordance with its terms or the terms of the Indenture or Intercreditor Agreement), or the liens purported to be created by any Security Document with respect to a material portion of the Collateral cease to be valid, enforceable, and perfected liens with the priority described in the Indenture and the Security Documents, or any Issuer or Guarantor denies or disaffirms its obligations under any Security Document.
Upon the occurrence and during the continuance of an event of default, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal of, premium (if any) on, and accrued and unpaid interest on all of the Notes to be due and payable immediately. In the case of certain bankruptcy or insolvency events, the Notes will be automatically accelerated without any declaration or other act on the part of the Trustee or any holder.
14. Registration Rights
On the closing date, the Issuers, the Guarantors, and the Initial Purchasers will enter into a Registration Rights Agreement (the "Registration Rights Agreement") providing holders of the Notes with certain registration rights under the Securities Act.
Exchange Offer. The Issuers will use commercially reasonable efforts to (i) file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form under the Securities Act relating to an exchange offer (the "Exchange Offer") for the Notes, (ii) cause such registration statement to become effective under the Securities Act, and (iii) consummate the Exchange Offer, in each case within 365 days after the closing date of the Offering. In the Exchange Offer, the Issuers will offer to exchange the Notes for a new series of notes with terms substantially identical to the Notes (except that such new notes will not contain terms with respect to transfer restrictions or additional interest) and which have been registered under the Securities Act.
Shelf Registration. If the Exchange Offer is not completed within the required period, or if any holder of the Notes is not eligible to participate in the Exchange Offer (including because such holder holds Notes that are not eligible for exchange in the Exchange Offer or that represent a large enough amount that the resulting exchange notes could not be freely traded), the Issuers will use commercially reasonable efforts to file and have declared effective a shelf registration statement under the Securities Act covering resales of the Notes.
Additional Interest. If the Issuers fail to comply with their registration obligations within the timeframes specified in the Registration Rights Agreement, additional interest will accrue on the Notes at a rate of 0.25% per annum for the first 90-day period following such failure, increasing by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum aggregate additional interest rate of 1.00% per annum. Upon the curing of all registration defaults, the additional interest will cease to accrue.
15. Existing Indebtedness
The following table sets forth the existing indebtedness of the Dunmore group as of the date of this term sheet, both before and after giving effect to the Offering and the application of the proceeds therefrom:
Pro Forma Total Debt (Post-Offering):
Pre-Offering Total Debt: $470,000,000 + $850,000,000 = $1,320,000,000.
The ABL Revolver is expected to remain in place following the closing of the Offering, with Velthorn National Bank, N.A. continuing to serve as administrative agent and collateral agent thereunder. The ABL Revolver contains customary borrowing base limitations tied to the value of the Dunmore group's accounts receivable and inventory. The undrawn availability under the ABL Revolver as of the date hereof (after giving effect to outstanding letters of credit) is approximately $255,000,000, subject to borrowing base limitations.
The partial repayment of the 7.50% Senior Unsecured Notes due 2028 will be effected from the gross proceeds of the Offering on or about the closing date. The remaining $400,000,000 of the 7.50% Senior Unsecured Notes due 2028 will continue to be outstanding and will mature in October 2028. The Issuers currently expect to refinance or repay the remaining 7.50% Senior Unsecured Notes prior to their maturity from a combination of free cash flow, asset sale proceeds, and/or additional capital markets transactions.
16. Key Financial Metrics (Dunmore Consolidated, FY 2024)
The following table sets forth selected consolidated financial data and key metrics for Dunmore Energy Holdings Ltd. and its consolidated subsidiaries for the fiscal year ended December 31, 2024:
The financial data presented above is based on the audited consolidated financial statements of DEH for the fiscal year ended December 31, 2024, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
Independent Auditor: Alverton & Co. LLP (Graham Stillwell, lead engagement partner), 30 Rockefeller Plaza, New York, NY 10112.
The pro forma leverage ratios set forth above are presented for illustrative purposes only and assume that the Offering and the application of proceeds (including the partial repayment of the 7.50% Senior Unsecured Notes due 2028) had occurred on December 31, 2024. Actual leverage ratios at and after the closing of the Offering may differ materially from the pro forma ratios presented above due to changes in EBITDA, working capital, commodity prices, and other factors.
17. Proved Reserves Summary (as of December 31, 2024)
The following table sets forth a summary of the proved reserves of the Dunmore group as of December 31, 2024, as prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, lead consultant), independent petroleum engineers, with offices at 1200 Smith Street, Suite 1800, Houston, TX 77002:
The reserves estimates set forth above are based on the report of Duval Howard & Partners dated as of December 31, 2024, prepared in accordance with the standards and definitions of the Petroleum Resources Management System (PRMS) as promulgated by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers. PV-10 represents the present value of estimated future net cash flows from proved reserves, discounted at an annual rate of 10%, before income taxes.
Reserves estimates involve significant uncertainties and are subject to revision based on additional development drilling, production history, commodity price assumptions, changes in operating costs, and regulatory factors. The PV-10 values presented above are based on the SEC pricing methodology (12-month unweighted arithmetic average of the first-day-of-the-month prices for each month during the prior fiscal year). Actual future net cash flows from proved reserves may differ materially from the PV-10 estimates.
The Offering Memorandum will contain a more detailed discussion of the Dunmore group's reserves, including a breakdown of proved developed and proved undeveloped reserves by asset, production profiles, and the key assumptions underlying the reserves estimates.
18. Ownership
The following table sets forth the ownership structure of Dunmore Energy Holdings Ltd. as of the date of this term sheet:
Harborview Capital Partners Fund VI, L.P. is the controlling shareholder of DEH and has been invested in the Dunmore platform since 2019. Harborview Capital Partners is a private equity firm focused on energy and infrastructure investments, with approximately $18 billion in assets under management across multiple fund vintages. Harborview is expected to be a "Permitted Holder" under the Indenture.
Management and director equity ownership consists of stock options, restricted stock units, and direct equity interests held by senior officers and members of the board of directors of DEH, including Marcus Ellingham (CEO), Deepa Rajaram (CFO), Alistair Forde (General Counsel), and other members of the senior leadership team.
Solstice Infrastructure Fund LP and Alderman Family Office LLC are minority co-investors that participate alongside Harborview Capital Partners. The co-investors do not have board representation or veto rights over major corporate decisions. The Issuers' counsel will confirm whether the co-investors constitute "Permitted Holders" under the Indenture.
19. ESG and Sustainability Considerations
The Offering Memorandum will contain a standalone "Environmental and Social Responsibility" section describing the Dunmore group's environmental, social, and governance ("ESG") strategy, performance, and commitments. The Offering Memorandum will also contain ESG-specific risk factors addressing the potential impact of climate-related regulatory developments, environmental liabilities, community relations, and the energy transition on the Dunmore group's business, financial condition, and results of operations.
The following key ESG data has been compiled with the assistance of Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, lead consultant):
Dunmore Renewables LLC operates a 220 MW solar portfolio in West Texas, which represents the Dunmore group's initial foray into renewable energy. The West Texas solar portfolio became fully operational in 2023 and contributed approximately $42 million in revenue for FY 2024. The Dunmore group is evaluating additional renewable energy investment opportunities, including onshore wind and battery storage, as part of its long-term energy transition strategy.
The Dunmore group's methane flaring intensity of 3.8 m³/boe is approximately 25% below the industry average of 5.1 m³/boe, reflecting investments in flare gas recovery systems and vapor recovery units across the Dunmore group's Nigerian and Gulf of Mexico operations.
Community development expenditures in Nigeria include funding for education, healthcare, clean water, and infrastructure projects in the Niger Delta communities proximate to the OML 47 and OML 63 operations, in accordance with the requirements of the Nigerian Oil and Gas Industry Content Development Act and the Dunmore group's Global Memorandum of Understanding with host communities.
The Issuers acknowledge that ESG considerations are of growing importance to institutional investors and intend to provide ongoing ESG reporting and disclosure to holders of the Notes as part of the annual reporting process.
20. Sanctions and Anti-Corruption Compliance
Given the Dunmore group's operations in Nigeria and Senegal, the Offering is subject to heightened scrutiny with respect to compliance with applicable economic sanctions laws and anti-corruption laws.
Sanctions Screening. Comprehensive sanctions screening has been conducted by Sandoval Compliance Solutions LLC (Rosa Medina, lead advisor), an independent compliance advisory firm. The sanctions screening was completed on April 25, 2025, and the results confirmed no hits on any of the following lists:
•  OFAC Specially Designated Nationals and blocked Persons List ("SDN List")
•  OFAC Sectoral Sanctions Identifications List ("SSI List")
•  European Union Consolidated Sanctions List
•  UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List of Financial Sanctions Targets
The sanctions screening covered all Dunmore group entities (including the Issuers, the Guarantors, and all other material subsidiaries), all officers and directors of each such entity, material counterparties (including the Calderon Group ("NNPC"), which holds back-in rights in OML 47 and OML 63 pursuant to the applicable production sharing contracts), and all joint venture partners. NNPC is a commercial entity owned by the Federal Government of Nigeria and is not a Sanctioned Person under any applicable sanctions regime. Nevertheless, the Issuers and their counsel will continue to monitor the sanctions status of NNPC and other counterparties on an ongoing basis.
Indenture and Purchase Agreement Provisions. The Indenture and the Purchase Agreement will contain robust representations, warranties, and covenants regarding sanctions compliance and anti-corruption compliance, including:
(a) representations that no Issuer, Guarantor, or any of their respective directors, officers, or controlled affiliates is a Sanctioned Person or is located, organized, or resident in a comprehensively sanctioned country or territory;
(b) covenants prohibiting the use of proceeds in any manner that would result in a violation of applicable Sanctions or anti-corruption laws;
(c) representations that the Issuers and the Guarantors have maintained and will continue to maintain policies and procedures designed to ensure compliance with the FCPA, the UK Bribery Act 2010, and other applicable anti-corruption laws; and
(d) ongoing reporting and compliance obligations.
Offering Memorandum Disclosures. The Offering Memorandum will include dedicated risk-factor disclosures regarding sanctions and anti-corruption risks associated with the Dunmore group's operations in Nigeria and Senegal, including risks related to dealings with government entities, government-owned counterparties, and customs and regulatory authorities in those jurisdictions.
Post-Closing Monitoring. A post-closing quarterly monitoring protocol will be established, pursuant to which the Issuers will conduct periodic sanctions screening of all material counterparties, joint venture partners, and agents, and will maintain records of such screening for review by the Trustee and the Initial Purchasers upon reasonable request.
21. Indicative Timeline
The following sets forth the indicative timeline for the Offering. All dates are subject to change based on due diligence requirements, documentation progress, market conditions, and other factors:
The settlement of the Notes is expected to occur on a T+1 basis (i.e., one business day after the pricing date). The exact settlement date will be determined based on the pricing date and will be communicated to investors by the Initial Purchasers.
The foregoing timeline assumes the timely completion of due diligence, drafting of all transaction documents, receipt of all required corporate authorizations and third-party consents, and the satisfaction of all conditions to closing. Any delays in these workstreams may result in corresponding delays to the timeline set forth above.
22. Key Transaction Documents
The following is a summary of the key transaction documents to be executed and delivered in connection with the Offering:
1.  Indenture — among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. (as Trustee and Collateral Agent), governing the terms and conditions of the Notes and the Guarantees.
2.  Purchase Agreement — among the Issuers, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), governing the terms and conditions of the purchase and sale of the Notes.
3.  Registration Rights Agreement — among the Issuers, the Guarantors, and the Init