CONSENT AND ACKNOWLEDGMENT OF ADMINISTRATIVE AGENT
Under the Credit Agreement dated as of March 17, 2023, among Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., the Subsidiary Guarantors party thereto, the Lenders party thereto, and Velthorn National Bank, N.A., as Administrative Agent
Dated as of May 15, 2025
CONSENT AND ACKNOWLEDGMENT OF ADMINISTRATIVE AGENT
This CONSENT AND ACKNOWLEDGMENT OF ADMINISTRATIVE AGENT (this "Consent") is dated as of May 15, 2025, and is entered into by and among:
(i) VELTHORN NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America ("Velthorn" or the "ABL Agent"), in its capacity as administrative agent under the ABL Credit Agreement (as defined below);
(ii) DUNMORE ENERGY HOLDINGS LTD., a Cayman Islands exempted company (Cayman Registry No. MC-384726, registered office c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104) ("DEH" or the "Issuer");
(iii) DUNMORE UPSTREAM FINANCE CORP., a Delaware corporation (EIN 93-4728106, registered agent Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005) ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"); and
(iv) each of the subsidiary guarantors set forth on the signature pages hereto (collectively, the "Guarantors," and together with the Issuers, the "Credit Parties").
RECITALS
WHEREAS:
A. The Issuers, the subsidiary guarantors party thereto, the lenders party thereto (the "ABL Lenders"), and Velthorn National Bank, N.A., as administrative agent, are parties to that certain Credit Agreement dated as of March 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "ABL Credit Agreement"), pursuant to which the ABL Lenders have made available to the Issuers a committed revolving credit facility in an aggregate principal amount of $750,000,000 (the "ABL Revolving Credit Facility"). As of the date hereof, the aggregate outstanding principal amount drawn under the ABL Revolving Credit Facility is $470,000,000. The ABL Revolving Credit Facility bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points and has a stated maturity date of June 30, 2028. The ABL Credit Agreement is governed by the laws of the State of New York and the obligations of the Issuers thereunder are secured by first-priority liens on, among other things, accounts receivable, inventory, and deposit accounts of the Issuers and the Guarantors (collectively, the "ABL Priority Collateral"), as more particularly described therein.
B. The Issuers propose to issue $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be the joint and several obligations of DEH as Issuer and DUFC as Co-Issuer. The Notes will be offered at an issue price of 98.50% of the aggregate principal amount thereof, resulting in gross proceeds to the Issuers of approximately $837,250,000 and reflecting an original issue discount of 1.50% ($12,750,000).
C. In connection with the issuance of the Notes, the Issuers, the guarantors named therein (collectively with respect to the Notes Indenture, the "Notes Guarantors"), and Northgate Trust Company, N.A., a national banking association (EIN 13-6520098, Corporate Trust Office at 100 Wall Street, Suite 1600, New York, NY 10005), as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Notes Collateral Agent"), will enter into an Indenture dated as of May 15, 2025 (the "Notes Indenture" or the "Indenture"), which will govern the terms and conditions of the Notes.
D. The following subsidiaries of DEH will guarantee the obligations under the Notes Indenture on a senior secured basis (collectively, the "Guarantors"): (i) Dunmore Nigeria E&P Ltd., a company with limited liability organized under the laws of the Federal Republic of Nigeria; (ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware; (iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; (iv) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal; (v) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and (vi) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales. Each Guarantor is also a Subsidiary Guarantor under the ABL Credit Agreement.
E. In connection with the issuance of the Notes, the Issuers and the Guarantors will enter into the following security documents (collectively, the "Notes Security Documents"):
(i) a Pledge and Security Agreement (the "Collateral Agreement (U.S.)"), to be governed by the laws of the State of New York, among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and the Notes Collateral Agent, granting first-priority security interests (subject to the Intercreditor Agreement) in substantially all personal property assets of the Issuers and the U.S. Guarantors constituting Notes Priority Collateral;
(ii) a Debenture and Charge (the "Collateral Agreement (Nigeria)"), to be governed by the laws of the Federal Republic of Nigeria, granted by Dunmore Nigeria E&P Ltd. in favor of the Notes Collateral Agent, creating fixed and floating charges over the assets of Dunmore Nigeria E&P Ltd.;
(iii) a Debenture (the "Collateral Agreement (England)"), to be governed by the laws of England and Wales, granted by Dunmore Trading Ltd. in favor of the Notes Collateral Agent, creating fixed and floating charges over the assets of Dunmore Trading Ltd.; and
(iv) a Nantissement and Cession Fiduciaire (the "Collateral Agreement (Senegal)"), to be governed by the laws of the Republic of Senegal in accordance with the OHADA Uniform Act on Security Interests, granted by Dunmore Senegal S.A. in favor of the Notes Collateral Agent, creating pledges and fiduciary assignments over the assets of Dunmore Senegal S.A.
F. Contemporaneously with the issuance of the Notes, the ABL Agent, the Notes Collateral Agent, the Issuers, and the Guarantors will enter into an Intercreditor Agreement (the "Intercreditor Agreement"), which will delineate the relative priorities of the liens on the collateral securing the obligations under the ABL Credit Agreement and the Notes Indenture, respectively. The Intercreditor Agreement will establish a bifurcated collateral structure, pursuant to which: (a) the ABL Agent will hold a first-priority lien on the ABL Priority Collateral (consisting of accounts receivable, inventory, and deposit accounts), with the Notes Collateral Agent holding a second-priority lien thereon; and (b) the Notes Collateral Agent will hold a first-priority lien on the Notes Priority Collateral (consisting of property, plant and equipment, equity interests in subsidiaries, intellectual property, and material contracts, including material hydrocarbon offtake contracts), with the ABL Agent holding a second-priority lien thereon.
G. Pursuant to Section 7.03 of the ABL Credit Agreement, the incurrence of additional indebtedness by the Issuers, the granting of additional liens on assets of the Issuers and the Guarantors, and the entry into intercreditor arrangements with respect to shared collateral require the prior written consent of the ABL Agent, acting at the direction of the Required Lenders (as defined in the ABL Credit Agreement). The Issuers and the Guarantors have requested that the ABL Agent provide such consent in connection with the transactions described herein, and the ABL Agent, acting at the direction of the Required Lenders, is willing to provide such consent on the terms and subject to the conditions set forth in this Consent.
H. The Issuers intend to apply the net proceeds of the offering of the Notes as follows:
(i) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due October 15, 2028 (the "2028 Notes"), issued pursuant to that certain Indenture dated as of October 15, 2021, among the Issuers, the guarantors party thereto, and Northgate Trust Company, N.A., as trustee, thereby reducing the outstanding principal amount of the 2028 Notes from $850,000,000 to $400,000,000;
(ii) approximately $250,000,000 to fund development capital expenditures in connection with the Cayar Offshore Phase II deepwater development program offshore the Republic of Senegal, being operated by Dunmore Senegal S.A.;
(iii) approximately $114,750,000 for general corporate purposes and working capital, including potential future acquisitions and development activities; and
(iv) approximately $22,500,000 for estimated fees and expenses of the offering, including Initial Purchaser discounts and commissions, legal fees, accounting fees, trustee fees, rating agency fees, and printing and other miscellaneous costs.
I. The Issuers and the Guarantors have requested that the ABL Agent consent to the transactions described herein, and the ABL Agent, having received the direction of the Required Lenders under the ABL Credit Agreement, is willing to provide such consent on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: DEFINED TERMS
Section 1.1 Generally. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the ABL Credit Agreement. Unless the context otherwise requires, the rules of construction set forth in Section 1.02 of the ABL Credit Agreement shall apply to this Consent mutatis mutandis.
Section 1.2 Additional Definitions. As used in this Consent, the following terms shall have the meanings set forth below:
"Closing Date" means May 15, 2025.
"Initial Purchasers" means, collectively, (a) Ridgeline Capital Markets LLC, as Lead Initial Purchaser and Lead Left Bookrunner, with a 55% allocation of the aggregate principal amount of the Notes ($467,500,000); (b) Clarion Securities Inc., as Joint Bookrunner, with a 30% allocation of the aggregate principal amount of the Notes ($255,000,000); and (c) Pinnacle Partners LLC, as Co-Manager, with a 15% allocation of the aggregate principal amount of the Notes ($127,500,000).
"Intercreditor Agreement" has the meaning set forth in Recital F hereto.
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032, to be issued by the Issuers pursuant to the Notes Indenture.
"Notes Collateral Agent" means Northgate Trust Company, N.A., in its capacity as collateral agent under the Notes Indenture and the Notes Security Documents.
"Notes Indenture" means the Indenture dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Notes Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of the Intercreditor Agreement.
"Notes Security Documents" has the meaning set forth in Recital E hereto.
"Pro Forma Gross Leverage Ratio" means 2.11x, calculated as Pro Forma Total Debt divided by the Issuers' consolidated earnings before interest, taxes, depreciation, and amortization for the fiscal year ended December 31, 2024 ("FY 2024 EBITDA"), which equals $816,000,000.
"Pro Forma Total Debt" means $1,720,000,000, consisting of (a) $470,000,000 of outstanding borrowings under the ABL Revolving Credit Facility, (b) $400,000,000 of remaining outstanding principal amount of the 2028 Notes (after giving effect to the partial repayment of $450,000,000 from the proceeds of the Notes), and (c) $850,000,000 of the Notes, in each case after giving pro forma effect to the issuance of the Notes and the application of proceeds as described in Recital H hereto.
"Purchase Agreement" means the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, relating to the offer and sale of the Notes.
SECTION 2: CONSENT
Section 2.1 Consent to Incurrence of Notes Indebtedness. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement and in accordance with Section 7.03 thereof, hereby irrevocably consents to the incurrence by the Issuers of $850,000,000 aggregate principal amount of the Notes on the terms and conditions set forth in the Notes Indenture, a copy of which has been provided to the ABL Agent and its counsel prior to the date hereof. The ABL Agent confirms that the Notes constitute "Permitted Additional Indebtedness" (as such term is defined in Section 1.01 of the ABL Credit Agreement, or any equivalent defined term used therein for the same purpose) and that the incurrence of the Notes on the terms set forth in the Notes Indenture is permitted under Section 7.03(b) of the ABL Credit Agreement. The ABL Agent acknowledges that the Notes bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year (each such payment being $39,843,750), with the first interest payment date occurring on November 1, 2025, and that the Notes mature on May 1, 2032. The ABL Agent further acknowledges that the Notes are being offered at an issue price of 98.50% of the aggregate principal amount thereof, resulting in gross proceeds to the Issuers of approximately $837,250,000, and that the Notes carry an original issue discount of 1.50%, or $12,750,000. For the avoidance of doubt, the consent provided in this Section 2.1 extends solely to the issuance of the Notes in the aggregate principal amount of $850,000,000 and does not constitute a consent to the issuance of any additional notes or other indebtedness not expressly contemplated hereby.
Section 2.2 Consent to Granting of Security Interests. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to the granting by the Issuers and the Guarantors of first-priority liens (subject in each case to the terms of the Intercreditor Agreement) on the Notes Priority Collateral in favor of the Notes Collateral Agent pursuant to the Notes Security Documents. As used herein, "Notes Priority Collateral" means all assets of the Issuers and the Guarantors consisting of property, plant and equipment, equity interests in subsidiaries, intellectual property, material contracts (including material hydrocarbon offtake contracts), intercompany receivables, and related proceeds, in each case as more particularly described in the Notes Security Documents. The ABL Agent confirms that the liens granted pursuant to the Notes Security Documents constitute "Permitted Liens" (as such term is defined in Section 1.01 of the ABL Credit Agreement, or any equivalent defined term used therein for the same purpose) and are permitted under Section 7.01 of the ABL Credit Agreement. The ABL Agent acknowledges that the Notes Security Documents include security instruments governed by the laws of (a) the State of New York (the Collateral Agreement (U.S.)), (b) the Federal Republic of Nigeria (the Collateral Agreement (Nigeria)), (c) England and Wales (the Collateral Agreement (England)), and (d) the Republic of Senegal (the Collateral Agreement (Senegal)), and that the form, substance, and enforceability of each such instrument are subject to the laws of the applicable jurisdiction. The ABL Agent further confirms that the ABL Agent retains its first-priority lien on the ABL Priority Collateral (consisting of accounts receivable, inventory, and deposit accounts of the Issuers and the Guarantors) and that the relative priorities between the liens securing the ABL Revolving Credit Facility and the liens securing the Notes are as set forth in, and governed exclusively by, the Intercreditor Agreement. Nothing in this Consent shall be deemed to subordinate, impair, or otherwise adversely affect the ABL Agent's first-priority lien on the ABL Priority Collateral or the rights, remedies, and priorities of the ABL Agent or the ABL Lenders with respect thereto.
Section 2.3 Consent to Execution of Intercreditor Agreement. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to and authorizes the execution and delivery of the Intercreditor Agreement by and among the ABL Agent, the Notes Collateral Agent, the Issuers, and the Guarantors. The ABL Agent confirms that the form and substance of the Intercreditor Agreement, a copy of which has been reviewed by the ABL Agent and its counsel, Pruitt Halsey LLP, are consistent with the requirements set forth in Section 7.03(c) of the ABL Credit Agreement with respect to intercreditor arrangements governing shared collateral and are acceptable to the Required Lenders. The Intercreditor Agreement establishes a bifurcated collateral structure pursuant to which: (a) the ABL Agent holds a first-priority lien on the ABL Priority Collateral (accounts receivable, inventory, and deposit accounts), with the Notes Collateral Agent holding a second-priority lien thereon; and (b) the Notes Collateral Agent holds a first-priority lien on the Notes Priority Collateral (property, plant and equipment, equity interests, intellectual property, and material contracts), with the ABL Agent holding a second-priority lien thereon. The ABL Agent acknowledges that, upon execution and delivery of the Intercreditor Agreement, the relative rights, priorities, and remedies of the ABL Agent and the Notes Collateral Agent with respect to the collateral shall be governed exclusively by the terms of the Intercreditor Agreement.
Section 2.4 Consent to Guarantees. The ABL Agent, acting at the direction of the Required Lenders under the ABL Credit Agreement, hereby consents to the guarantees provided by each of the Guarantors — being Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd. — under the Notes Indenture. The ABL Agent confirms that such guarantees constitute "Permitted Guarantees" (as such term is defined in Section 1.01 of the ABL Credit Agreement, or any equivalent defined term used therein for the same purpose) and are permitted under Section 7.03(d) of the ABL Credit Agreement. The ABL Agent acknowledges that each guarantee under the Notes Indenture will be a senior secured obligation of the respective Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor (including the guarantee obligations of such Guarantor under the ABL Credit Agreement) and will be secured by first-priority liens on the Notes Priority Collateral of such Guarantor, subject to the terms of the Intercreditor Agreement.
SECTION 3: ACKNOWLEDGMENTS
Section 3.1 Acknowledgment of Use of Proceeds. The ABL Agent acknowledges and confirms its understanding of the intended use of proceeds of the Notes as set forth in Recital H hereto, including (a) the application of approximately $450,000,000 to the partial repayment of the 2028 Notes, reducing the outstanding principal amount thereof from $850,000,000 to $400,000,000; (b) the application of approximately $250,000,000 to fund development capital expenditures in connection with the Cayar Offshore Phase II deepwater development program; (c) the application of approximately $114,750,000 for general corporate purposes and working capital; and (d) the application of approximately $22,500,000 for estimated fees and expenses of the offering. The ABL Agent confirms that, based on the information provided by the Issuers and reviewed by the ABL Agent and its counsel, such intended use of proceeds does not violate any covenant, restriction, or negative undertaking set forth in the ABL Credit Agreement, including, without limitation, the restrictions on investments, restricted payments, and asset dispositions contained in Sections 7.04, 7.06, and 7.05 thereof, respectively.
Section 3.2 Acknowledgment of Pro Forma Capital Structure. The ABL Agent acknowledges that, on a pro forma basis after giving effect to the issuance of the Notes and the partial repayment of the 2028 Notes from the proceeds thereof, the consolidated capital structure of the Issuers and their subsidiaries will be as follows:
(a) ABL Revolving Credit Facility: $470,000,000 outstanding drawn amount under a $750,000,000 committed revolving credit facility, maturing June 30, 2028, bearing interest at SOFR + 275 bps; the ABL Revolving Credit Facility is secured by first-priority liens on ABL Priority Collateral.
(b) 7.50% Senior Unsecured Notes due October 15, 2028 (the "2028 Notes"): $400,000,000 aggregate principal amount outstanding (after giving effect to the partial repayment of $450,000,000 from the proceeds of the Notes); the 2028 Notes are unsecured obligations of the Issuers.
(c) 9.375% Senior Secured Notes due May 1, 2032 (the "Notes"): $850,000,000 aggregate principal amount outstanding; the Notes are secured by first-priority liens on Notes Priority Collateral, subject to the terms of the Intercreditor Agreement.
(d) Total Debt: $1,720,000,000.
(e) Cash and Cash Equivalents: $185,000,000.
(f) Net Debt: $1,535,000,000 (being Total Debt less Cash and Cash Equivalents).
(g) FY 2024 EBITDA: $816,000,000 (as reported in the Issuers' audited consolidated financial statements for the fiscal year ended December 31, 2024, prepared in accordance with IFRS by Alverton & Co. LLP, independent auditor).
(h) Pro Forma Gross Leverage Ratio: 2.11x (being $1,720,000,000 ÷ $816,000,000).
(i) Pro Forma Net Leverage Ratio: 1.88x (being $1,535,000,000 ÷ $816,000,000).
The ABL Agent acknowledges that the Pro Forma Gross Leverage Ratio and the Pro Forma Net Leverage Ratio, in each case after giving effect to the issuance of the Notes and the application of proceeds, are within the financial covenant thresholds specified in Section 7.11 of the ABL Credit Agreement.
Section 3.3 Acknowledgment of Collateral Arrangements. The ABL Agent acknowledges that the collateral securing the Notes and the guarantees under the Notes Indenture consists of first-priority liens (subject to the Intercreditor Agreement and Permitted Liens) on the following assets of the Issuers and each Guarantor:
(i) 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 (other than ABL Priority Collateral), including property, plant and equipment, intellectual property, and goodwill, subject to Permitted Liens;
(iii) intercompany receivables owed by the Issuers or any Guarantor to any other Issuer or Guarantor;
(iv) material hydrocarbon offtake contracts, including production sharing contracts, concession agreements, and related material project documents; and
(v) assignment of insurance proceeds under all property damage, business interruption, and liability insurance policies maintained by the Issuers and the Guarantors in connection with the collateral described in clauses (i) through (iv) above.
The ABL Agent further acknowledges that the Intercreditor Agreement governs the relative rights, priorities, and remedies of the ABL Agent (holding a first-priority lien on ABL Priority Collateral consisting of accounts receivable, inventory, and deposit accounts) and the Notes Collateral Agent (holding a first-priority lien on Notes Priority Collateral consisting of property, plant and equipment, equity interests, intellectual property, and material contracts) and that the enforcement of remedies with respect to any shared collateral is subject to the terms and conditions of the Intercreditor Agreement.
Section 3.4 Acknowledgment of Ratings. The ABL Agent acknowledges that the Notes have received the following preliminary credit ratings:
(a) B2 / Stable from Lodestar Ratings International (lead analyst: Catherine Irvine, Managing Director, Oil & Gas Group); and
(b) B+ / Stable from Veridian Credit Assessments Inc. (lead analyst: James Fenwick, Senior Director, Energy and Natural Resources).
The ABL Agent acknowledges that such ratings are preliminary in nature and are subject to final confirmation upon closing of the offering. The ABL Agent further acknowledges that credit ratings are not recommendations to purchase, hold, or sell the Notes and may be revised, suspended, or withdrawn at any time by the applicable rating agency. The ABL Agent's consent hereunder is not conditioned upon the maintenance of any particular rating on the Notes.
Section 3.5 No Waiver of Other Rights. This Consent constitutes a limited consent solely with respect to the specific matters expressly addressed herein — namely, the incurrence of the Notes, the granting of the security interests described in the Notes Security Documents, the execution of the Intercreditor Agreement, and the provision of the guarantees under the Notes Indenture — and shall not be deemed a consent to any other transaction, matter, or action not expressly contemplated hereby. Without limiting the generality of the foregoing, this Consent shall not be deemed a waiver or modification of any provision, right, remedy, condition, or obligation under the ABL Credit Agreement or any other Loan Document (as defined in the ABL Credit Agreement), except to the extent expressly set forth herein. All rights, remedies, powers, and privileges of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and the other Loan Documents are hereby expressly reserved in full.
SECTION 4: CONDITIONS PRECEDENT
Section 4.1 Receipt of Documents. The effectiveness of this Consent is conditioned upon the ABL Agent's receipt, in each case in form and substance reasonably satisfactory to the ABL Agent and its counsel, Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002), of each of the following:
(a) a true, correct, and complete copy of the Notes Indenture (execution version), duly executed and delivered by each of the parties thereto;
(b) true, correct, and complete copies of each of the Notes Security Documents (execution versions), including the Collateral Agreement (U.S.), the Collateral Agreement (Nigeria), the Collateral Agreement (England), and the Collateral Agreement (Senegal), in each case duly executed and delivered by the applicable parties thereto;
(c) a true, correct, and complete copy of the Intercreditor Agreement (execution version), duly executed and delivered by each of the parties thereto;
(d) a true, correct, and complete copy of the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, relating to the offer and sale of the Notes; and
(e) a certificate of a Responsible Officer of DEH (in the form attached hereto as Exhibit C) certifying (i) compliance with each of the financial covenants set forth in Section 7.11 of the ABL Credit Agreement on a pro forma basis after giving effect to the issuance of the Notes and the application of proceeds as described herein, (ii) that no Event of Default or Default under the ABL Credit Agreement has occurred and is continuing or would result from the transactions contemplated hereby, and (iii) that the representations and warranties of the Issuers and the Guarantors under the ABL Credit Agreement are true and correct in all material respects as of the date hereof.
Section 4.2 No Default. No Event of Default or Default (each as defined in the ABL Credit Agreement) shall have occurred and be continuing at the time of effectiveness of this Consent, and no Event of Default or Default under the ABL Credit Agreement shall result from the consummation of the transactions contemplated hereby, including the issuance of the Notes, the granting of the security interests described in the Notes Security Documents, the execution and delivery of the Intercreditor Agreement, and the provision of the guarantees under the Notes Indenture.
Section 4.3 Representations and Warranties. The representations and warranties of the Issuers and the Guarantors set forth in Article V of the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.
Section 4.4 Execution of Intercreditor Agreement. The Intercreditor Agreement shall have been duly executed and delivered by all parties thereto, including the ABL Agent, the Notes Collateral Agent, the Issuers, and the Guarantors, and shall be in full force and effect as of the date hereof.
SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE ISSUERS
Each of the Issuers hereby represents and warrants to the ABL Agent as of the date hereof as follows:
Section 5.1 No Conflict. The execution, delivery, and performance by each of the Issuers and each Guarantor of the Notes Indenture, each of the Notes Security Documents to which it is a party, and the Intercreditor Agreement do not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, the ABL Credit Agreement or any other Loan Document, (b) conflict with, result in a breach of, or constitute a default under, any other material agreement, contract, or instrument to which any Issuer or any Guarantor is a party or by which any of them or any of their respective properties or assets is bound, (c) violate any provision of the organizational documents (including the memorandum and articles of association, certificate of incorporation, bylaws, operating agreement, or equivalent constitutive documents) of any Issuer or any Guarantor, or (d) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over any Issuer or any Guarantor or any of their respective properties or assets.
Section 5.2 Authorization. All corporate, limited liability company, and other organizational authorizations, approvals, consents, and other actions necessary for the due execution, delivery, and performance by each of the Issuers and each Guarantor of the Notes Indenture, each of the Notes Security Documents to which it is a party, and the Intercreditor Agreement have been duly obtained, including, without limitation, (a) resolutions of the board of directors of DEH, (b) resolutions of the board of directors of DUFC, and (c) resolutions of the board of directors, board of managers, members, or other governing body, as applicable, of each Guarantor, in each case authorizing the execution, delivery, and performance of the Transaction Documents (as such term is used herein to refer collectively to the Notes Indenture, the Notes Security Documents, and the Intercreditor Agreement) and the transactions contemplated thereby. True, correct, and complete copies of such resolutions have been made available to the ABL Agent and its counsel.
Section 5.3 Financial Covenant Compliance. After giving effect to the issuance of the Notes and the application of proceeds as described in Recital H hereto, the Issuers are in compliance with all financial covenants set forth in Section 7.11 of the ABL Credit Agreement, including the Maximum Total Leverage Ratio, the Minimum Interest Coverage Ratio, and the Minimum Liquidity Covenant, in each case calculated on a pro forma basis as of the date hereof. The Pro Forma Gross Leverage Ratio of 2.11x and the Pro Forma Net Leverage Ratio of 1.88x are each within the covenant thresholds required under the ABL Credit Agreement.
Section 5.4 No Material Adverse Effect. No Material Adverse Effect (as defined in the ABL Credit Agreement) has occurred with respect to the Issuers or any Guarantor since December 31, 2024, being the date of the most recent audited consolidated financial statements of the Issuers prepared by Alverton & Co. LLP, independent auditor (lead engagement partner: Graham Stillwell), in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. As of the date hereof, to the knowledge of the Issuers, no event, circumstance, development, or condition has occurred or exists that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
SECTION 6: MISCELLANEOUS
Section 6.1 Governing Law. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 6.2 Counterparts. This Consent may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which when so executed shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Consent shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state laws based on the Uniform Electronic Transactions Act.
Section 6.3 Amendments. This Consent may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the ABL Agent and each of the Issuers. No failure or delay on the part of any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 6.4 Integration. This Consent, together with the ABL Credit Agreement, the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to such subject matter. In the event of any conflict between the terms of this Consent and the terms of the ABL Credit Agreement, the terms of this Consent shall control with respect to the specific matters addressed herein, and the ABL Credit Agreement shall control in all other respects.
Section 6.5 Successors and Assigns. This Consent shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign its rights or obligations hereunder without the prior written consent of the other parties hereto, except that the ABL Agent may assign its rights and obligations hereunder in connection with an assignment of its rights and obligations under the ABL Credit Agreement in accordance with the terms thereof.
Section 6.6 Notices. All notices, requests, demands, consents, instructions, or other communications required or permitted to be given under or in connection with this Consent shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service, or (d) sent by electronic mail (provided that such electronic mail is promptly followed by delivery in another manner permitted by this Section 6.6), in each case addressed as follows:
If to the ABL Agent:
Velthorn National Bank, N.A. 1111 Fannin Street, Suite 2500 Houston, TX 77002
Attention: Robert Cavanaugh, Relationship Manager
Email: robert.cavanaugh@greylockbank.com
With a copy to ABL Agent's counsel (which shall not constitute notice):
Pruitt Halsey LLP 600 Travis Street, Suite 4000 Houston, TX 77002
Attention: Partner-in-Charge, Energy Finance Group
Email: energyfinance@pruitthalsey.com
If to the Issuers:
Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Attention: Alistair Forde, General Counsel
Email: alistair.forde@dunmoreenergy.com
With a copy to:
Deepa Rajaram, Chief Financial Officer
Email: deepa.rajaram@dunmoreenergy.com
With a copy to Issuers' counsel (which shall not constitute notice):
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Jennifer Kwon
Email: jennifer.kwon@calderwoodharkness.com
Any party hereto may change its address or electronic mail address for purposes of notices hereunder by giving written notice of such change to the other parties hereto in accordance with this Section 6.6.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Consent and Acknowledgment to be duly executed and delivered by their respective duly authorized officers or representatives as of the date first written above.
ABL AGENT:
VELTHORN NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Robert Cavanaugh
Title: Relationship Manager / Authorized Signatory
Date: ________
ACKNOWLEDGED AND AGREED — ISSUERS:
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Date: ________
DUNMORE UPSTREAM FINANCE CORP.
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Date: ________
ACKNOWLEDGED AND AGREED — GUARANTORS:
DUNMORE NIGERIA E&P LTD.
By: ________
Name: Adaeze Okonkwo
Title: Director
Date: ________
DUNMORE GULF OPERATIONS LLC
By: ________
Name: Thomas R. Hadley
Title: Authorized Person
Date: ________
DUNMORE RENEWABLES LLC
By: ________
Name: Sarah L. Mendez
Title: Authorized Person
Date: ________
DUNMORE SENEGAL S.A.
By: ________
Name: Mamadou Diallo
Title: Directeur Général
Date: ________
DUNMORE MIDSTREAM HOLDINGS INC.
By: ________
Name: Brian K. Thornton
Title: President
Date: ________
DUNMORE TRADING LTD.
By: ________
Name: Edward P. Whitfield
Title: Director
Date: ________
EXHIBIT A
FORM OF INTERCREDITOR AGREEMENT
The Intercreditor Agreement to be entered into as of May 15, 2025, by and among Velthorn National Bank, N.A. (as ABL Agent), Northgate Trust Company, N.A. (as Notes Collateral Agent), Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., and the Guarantors named therein, is attached hereto as a separate document and incorporated herein by reference.
A summary description of the key terms of the Intercreditor Agreement is set forth below for reference purposes only. In the event of any inconsistency between this summary and the terms of the Intercreditor Agreement itself, the terms of the Intercreditor Agreement shall control.
Summary of Key Terms:
Bifurcated Collateral Structure. The Intercreditor Agreement establishes a bifurcated lien priority structure with respect to the collateral securing the obligations under the ABL Credit Agreement and the Notes Indenture, as follows:
(a) ABL Priority Collateral: The ABL Agent holds a first-priority lien, and the Notes Collateral Agent holds a second-priority lien, on all accounts receivable, inventory, and deposit accounts of the Issuers and the Guarantors, together with all proceeds thereof (collectively, the "ABL Priority Collateral"). The ABL Agent has the exclusive right to manage, administer, and enforce remedies with respect to the ABL Priority Collateral, subject to customary standstill and turnover provisions applicable to the Notes Collateral Agent.
(b) Notes Priority Collateral: The Notes Collateral Agent holds a first-priority lien, and the ABL Agent holds a second-priority lien, on all property, plant and equipment, equity interests in subsidiaries, intellectual property, material contracts (including material hydrocarbon offtake contracts), intercompany receivables, and related assets of the Issuers and the Guarantors, together with all proceeds thereof (collectively, the "Notes Priority Collateral"). The Notes Collateral Agent has the exclusive right to manage, administer, and enforce remedies with respect to the Notes Priority Collateral, subject to customary standstill and turnover provisions applicable to the ABL Agent.
Additional Provisions. The Intercreditor Agreement contains customary provisions relating to, among other things: (i) standstill periods during which the junior lienholder may not exercise remedies with respect to the other party's priority collateral; (ii) turnover of proceeds received by the junior lienholder from the other party's priority collateral; (iii) insurance and condemnation proceeds; (iv) refinancing and replacement of secured indebtedness; (v) releases of liens and guarantees; (vi) DIP financing arrangements in bankruptcy; and (vii) limitations on challenges to each party's liens or claims.
The fully executed Intercreditor Agreement is separately delivered to the ABL Agent and the Notes Collateral Agent as of the Closing Date.
EXHIBIT B
PRO FORMA CAPITALIZATION TABLE
The following table sets forth the consolidated capitalization of Dunmore Energy Holdings Ltd. and its subsidiaries (i) as of December 31, 2024 (actual), and (ii) as adjusted to give pro forma effect to the issuance of the Notes and the application of proceeds as described in Recital H of this Consent.
Notes to Pro Forma Capitalization Table:
1. The ABL Revolving Credit Facility has a total commitment of $750,000,000, of which $470,000,000 was drawn and $280,000,000 was available (before giving effect to approximately $12,000,000 of outstanding letters of credit) as of December 31, 2024. No change to the drawn amount of the ABL Revolving Credit Facility is assumed in the pro forma adjustments.
2. The 2028 Notes had an outstanding principal amount of $850,000,000 as of December 31, 2024. The pro forma adjustment reflects the partial repayment of $450,000,000 from the net proceeds of the Notes, reducing the outstanding amount to $400,000,000.
3. The Notes are issued at an issue price of 98.50% of par, resulting in gross proceeds of approximately $837,250,000 and original issue discount of $12,750,000. The capitalization table reflects the aggregate principal amount of $850,000,000.
4. Cash and cash equivalents are presented as of December 31, 2024. The pro forma cash balance assumes that the net proceeds of the Notes (after deducting the partial repayment of the 2028 Notes, the allocation to Cayar Offshore Phase II capital expenditures, and estimated offering fees and expenses) are applied as described in Recital H and that the remaining balance is available for general corporate purposes. The pro forma cash balance does not reflect any interim cash flow activity between January 1, 2025 and the Closing Date.
5. FY 2024 EBITDA of $816,000,000 is derived from the Issuers' audited consolidated financial statements for the fiscal year ended December 31, 2024, as prepared by Alverton & Co. LLP, independent auditor.
EXHIBIT C
FORM OF OFFICERS' COMPLIANCE CERTIFICATE
(Pursuant to Section 4.1(e) of the Consent and Acknowledgment of Administrative Agent dated as of May 15, 2025)
Date: May 15, 2025
To: Velthorn National Bank, N.A., as Administrative Agent 1111 Fannin Street, Suite 2500 Houston, TX 77002
Attention: Robert Cavanaugh, Relationship Manager
Re: Officers' Compliance Certificate — Issuance of 9.375% Senior Secured Notes due 2032
Ladies and Gentlemen:
Reference is made to (a) that certain Credit Agreement dated as of March 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), among Dunmore Energy Holdings Ltd. ("DEH"), Dunmore upstream Finance Corp. ("DUFC," and together with DEH, the "Issuers"), the Subsidiary Guarantors party thereto, the Lenders party thereto, and Velthorn National Bank, N.A. (the "ABL Agent"), as administrative agent, and (b) that certain Consent and Acknowledgment of Administrative Agent dated as of May 15, 2025 (the "Consent"), among the ABL Agent, the Issuers, and the Guarantors named therein. Capitalized terms used but not defined herein have the meanings assigned to such terms in the ABL Credit Agreement or the Consent, as applicable.
The undersigned, a Responsible Officer of DEH, hereby certifies to the ABL Agent, on behalf of the Issuers, as follows:
1. No Default. As of the date hereof, and after giving effect to the issuance of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032 (the "Notes"), the partial repayment of $450,000,000 of the 7.50% Senior Unsecured Notes due October 15, 2028, the execution and delivery of the Notes Indenture, the Notes Security Documents, and the Intercreditor Agreement, the granting of the security interests and guarantees contemplated thereby, and the application of the proceeds of the Notes as described in Recital H of the Consent, no Event of Default or Default under the ABL Credit Agreement has occurred and is continuing, and no Event of Default or Default under the ABL Credit Agreement will result from the consummation of such transactions.
2. Financial Covenant Compliance. After giving pro forma effect to the issuance of the Notes and the application of proceeds as described in the Consent, the Issuers are in compliance with all financial covenants set forth in Section 7.11 of the ABL Credit Agreement, as demonstrated by the following calculations:
(a) Maximum Total Leverage Ratio: Pro Forma Total Debt of $1,720,000,000 ÷ FY 2024 EBITDA of $816,000,000 = 2.11x (covenant maximum: 4.00x — in compliance).
(b) Minimum Interest Coverage Ratio: FY 2024 EBITDA of $816,000,000 ÷ Pro Forma Total Cash Interest Expense of approximately $164,025,000 = 4.97x (covenant minimum: 2.00x — in compliance).
(c) Minimum Liquidity: Cash and Cash Equivalents of $185,000,000 plus undrawn ABL Revolving Credit Facility availability of $280,000,000 = $465,000,000 (covenant minimum: $100,000,000 — in compliance).
3. Representations and Warranties. The representations and warranties of the Issuers and the Guarantors set forth in Article V of the ABL Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.