Carbon Revolution Public pany(US:CREV)2025-10-31 13:05Issuance of Notes - The Issuer plans to issue up to $7,000,000 aggregate initial principal amount of Series 2025-A2 Notes[4] - The aggregate initial principal amount of Series 2025-A2 Notes shall be up to $7,000,000[32] - No less than $5,000,000 of Series 2025-A2 Notes shall be issued upon the execution and delivery of the Fifth Supplemental Indenture[32] - The Issuer is entitled to issue up to $2,000,000 aggregate initial principal amount of additional Series 2025-A2 Notes with identical terms to the Initial Series 2025-A2 Notes[42] - The Issuer has the right to issue Series 2023-A Notes up to an aggregate initial principal amount of $60 million[70] Cash Interests Suspension - The Cash Interests Suspension Period will be extended until July 15, 2026, affecting interest payments for certain notes[7] - The Cash Interests Suspension Period will commence when the aggregate principal amount of Series 2025-A Notes and Last Out Notes reaches $25,000,000 and the Additional 2023-A Term Advance reaches $2,000,000[7] Amendments and Indentures - The Fifth Supplemental Indenture is intended to amend and supplement the existing Indenture without rescinding it[4] - The Issuer has received consents from a Majority of the Noteholders for the proposed amendments[4] - The terms and rights related to Series 2023-A, Series 2024-A, and Series 2025-A Notes will be amended[4] - The Fifth Supplemental Indenture is legally binding upon execution and delivery by the Issuer[5] - The definition of "Majority of the Noteholders" includes holders of a majority of the aggregate principal amount of Outstanding Notes[13] - The Minimum Noteholder Percentage required for certain decisions is set at 75% of the principal amount of all Outstanding Notes[14] - Amendments to the Indenture require consent from all Outstanding Series 2023-A, 2024-A, Last Out, 2025-A, and 2025-A2 Notes holders[62] - The Issuer must provide notice to Noteholders for any proposed amendments to the Indenture[63] - The Fifth Supplemental Indenture is dated as of October 31, 2025[23] - The Fifth Supplemental Indenture is governed by the laws of the State of New York[75] Payment Terms - The Series 2025-A2 Notes shall bear interest at a rate of 12.00% during the Cash Interests Suspension Period[39] - The 2025-A Exit Premium shall be due and payable at the earliest of any redemption, bona fide sale, or on the final Note Interest Payment Date[34] - The Issuer must notify the Holders and the Trustee on or before the first day of each Interest Period regarding the election to pay PIK Interest[39] - The principal amount of each Series 2025-A2 Note will be increased by the amount of accrued and unpaid PIK Interest[39] - The Series 2025-A2 Notes have a fixed interest rate of 12.00%[90] - The stated maturity date for the Series 2025-A2 Notes is May 15, 2027[90] - Principal payments will be made in five equal installments of 3.333% starting January 1, 2027[91] - Interest payments will be made on the 15th of each month, beginning on the specified delivery date[91] Security and Trust Estate - Payments of principal and interest on Series 2023-A Notes, Series 2024-A Notes, Series 2025-A Notes, and Series 2025-A2 Notes are secured by the Trust Estate[45] - The Issuer's obligation to make payments on the Notes is limited to the components of the Trust Estate[45] - The Notes are secured by the Trust Estate as defined in the Indenture[94] - The Issuer has no obligation to make payments outside the assets that comprise the Trust Estate[95] Transfer Restrictions - The Notes are not registered under the United States Securities Act of 1933 and are subject to transfer restrictions[85] - The Notes may not be sold or transferred to any Australian person or entity[87] - The Series 2025-A2 Notes will not be registered under the Securities Act and can only be offered to Qualified Institutional Buyers[112] - The Purchaser must be a Qualified Institutional Buyer or an Institutional Accredited Investor and is acquiring the Series 2025-A2 Notes for investment purposes[110] - The Purchaser acknowledges the significant risks associated with the investment, including the lack of an established market for the Series 2025-A2 Notes[120] - The Series 2025-A2 Notes will bear a legend restricting their transfer[113] Trustee Responsibilities - The Trustee will apply all moneys received to the ratable payment of cash interest due on the Series 2023-A, Series 2024-A, Series 2025-A, and Series 2025-A2 Notes[53] - The Trustee is not responsible for the validity or sufficiency of the Fifth Supplemental Indenture[79] - The Trustee may execute the Fifth Supplemental Indenture without breaching its standard of care under the Indenture[79] - The Issuer must provide certified copies of resolutions authorizing the issuance of additional Series 2025-A2 Notes prior to their authentication and delivery[44] Miscellaneous Provisions - The Purchaser agrees to treat the Series 2025-A2 Notes as indebtedness for U.S. federal income tax purposes[112] - The Purchaser must notify the Issuer if it ceases to qualify as a Qualified Institutional Buyer or Institutional Accredited Investor[116] - The Purchaser agrees to indemnify the Trustee, the Insurer, and the Issuer against any liability resulting from improper transfer of the Series 2025-A2 Notes[116] - The interpretation of the provisions will be governed by the laws of the State of New York[119] - The Issuer represents that all warranties and covenants are true and correct in all material respects as of the date of the Fifth Supplemental Indenture[65] - Holders of Series 2024-A, Last Out, Series 2025-A, and Series 2025-A2 Notes have a secondary refusal right to participate in financing or transactions declined by Series 2023-A Notes holders[59] - The Minimum Noteholder Percentage must consult with other noteholders before exercising rights conferred by the Indenture for 45 Business Days[56]