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NORTHGATE TRUST COMPANY, N.A. Corporate Trust Office 100 Wall Street, Suite 1600 New York, New York 10005

May 15, 2025

Re: Payoff Letter — Partial Redemption of 7.50% Senior Unsecured Notes due October 15, 2028

1. Addressees

Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002

Attention: Deepa Rajaram, Chief Financial Officer; Alistair Forde, General Counsel

With a copy to: Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056

Dunmore upstream Finance Corp. c/o Ashgrove Services Inc. 28 Liberty Street New York, New York 10005

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Jennifer Kwon; Eric Johannsen

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179

Attention: Thomas Whitford; Simone Achterberg

Ladies and Gentlemen:

2. Recitals / Background

Reference is hereby made to that certain Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Existing Indenture"), by and among Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto from time to time (collectively, the "Guarantors"), and Northgate Trust Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (CUSIP No. 265894 AB 7 / ISIN US265894AB71) (the "Existing Notes").

The Existing Notes were issued in an original aggregate principal amount of Eight Hundred Fifty Million Dollars ($850,000,000). The Existing Notes bear interest at the rate of 7.50% per annum, payable semi-annually in arrears on each April 15 and October 15, and mature on October 15, 2028. As of the date hereof, the entire original aggregate principal amount of $850,000,000 remains outstanding, and no prior partial or optional redemption of any Existing Notes has been effected.

The Issuers have informed the Trustee that the Issuers intend to effect a partial redemption of Four Hundred Fifty Million Dollars ($450,000,000) in aggregate principal amount of Existing Notes (the "Partial Redemption") on the date hereof, May 15, 2025 (the "Redemption Date" or the "Payoff Date"). The source of funds for the Partial Redemption is the net proceeds received by the Issuers from the concurrent offering (the "New Notes Offering") of Eight Hundred Fifty Million Dollars ($850,000,000) aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "New Notes"), issued pursuant to a separate indenture. Following the consummation of the Partial Redemption, Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of Existing Notes shall remain outstanding under the Existing Indenture.

The Partial Redemption is being effected pursuant to the optional redemption provisions set forth in Section 3.07 of the Existing Indenture, which provide that the Issuers may redeem some or all of the Existing Notes at any time and from time to time on or after October 15, 2024, at the applicable redemption prices set forth therein, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. The applicable fixed redemption price for the period commencing October 15, 2024 and ending October 14, 2025 is 103.750% of the principal amount of the Existing Notes being redeemed (the "Applicable Redemption Price").

This payoff letter (this "Payoff Letter") is delivered by the Trustee at the request of the Issuers and their counsel, Calderwood & Harkness LLP, in connection with the closing of the New Notes Offering on the date hereof and for the purpose of setting forth the aggregate amount required to effect the Partial Redemption and to provide wire transfer instructions for the payment thereof.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Indenture.

3. Payoff Amount

Based upon the Trustee's records and the terms of the Existing Indenture, the following amounts are required to consummate the Partial Redemption on the Payoff Date:

3.1 Principal Component

The aggregate principal amount of Existing Notes to be redeemed on the Payoff Date is:

$450,000,000.00

This Partial Redemption constitutes a redemption of a portion, but not all, of the outstanding Existing Notes. Following the consummation of the Partial Redemption, Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of Existing Notes shall remain outstanding under the Existing Indenture and shall continue to be entitled to the benefits thereof.

3.2 Applicable Redemption Premium

Pursuant to the optional redemption schedule set forth in Section 3.07(b) of the Existing Indenture, Existing Notes redeemed during the twelve-month period commencing on October 15, 2024 and ending on October 14, 2025 are redeemable at a fixed redemption price equal to 103.750% of their principal amount. The applicable redemption premium is therefore calculated as follows:

Applicable Redemption Price: 103.750% of principal amount

Redemption Premium Percentage: 103.750% minus 100.000% = 3.750%

Redemption Premium Amount: $450,000,000.00 × 3.750% = $16,875,000.00

The redemption premium of $16,875,000.00 represents the excess of the Applicable Redemption Price over the par principal amount of the Existing Notes being redeemed and is payable in addition to the principal amount and accrued and unpaid interest set forth below.

3.3 Accrued and Unpaid Interest

Accrued and unpaid interest on the $450,000,000 aggregate principal amount of Existing Notes being redeemed has been computed from the last semi-annual interest payment date through but not including the Payoff Date, as follows:

Interest Rate: 7.50% per annum

Last Interest Payment Date: April 15, 2025

Accrual Period: April 15, 2025 through May 14, 2025 (30 days, computed on a 360-day year basis consisting of twelve 30-day months, in accordance with the terms of the Existing Indenture)

Accrued Interest Calculation:

$450,000,000.00 × 7.50% × (30 / 360) = $2,812,500.00

Accordingly, the accrued and unpaid interest payable on the Existing Notes being redeemed through but not including the Payoff Date is Two Million Eight Hundred Twelve Thousand Five Hundred Dollars ($2,812,500.00).

3.4 Total Payoff Amount

The aggregate payoff amount required to consummate the Partial Redemption on the Payoff Date (the "Payoff Amount") is the sum of the following components:

The aggregate Payoff Amount is therefore Four Hundred Sixty-Nine Million Six Hundred Eighty-Seven Thousand Five Hundred Dollars ($469,687,500.00), payable in immediately available funds.

For purposes of calculating any adjustment to the Payoff Amount in the event that payment is not received on the Payoff Date, the per diem interest accrual on the $450,000,000 principal amount of Existing Notes being redeemed at the rate of 7.50% per annum (computed on a 360-day year basis) is:

Per Diem Interest: $450,000,000.00 × 7.50% / 360 = $93,750.00 per day

3.5 Good-Through Date

The Payoff Amount set forth in Section 3.4 above is calculated as of, and is valid through, May 15, 2025, 5:00 p.m. (New York City time) (the "Good-Through Date"). If payment of the Payoff Amount in full, in immediately available funds, is not received by the Trustee by the Good-Through Date, the Payoff Amount shall be automatically recalculated to include additional per diem interest of $93,750.00 for each calendar day (or portion thereof) beyond May 15, 2025 until the date on which payment is received in full by the Trustee. In such event, the Issuers shall be required to deliver updated wire instructions and a revised payoff confirmation prior to the remittance of funds, and this Payoff Letter shall be subject to the provisions of Section 8 below regarding conditions to effectiveness.

4. Wire Transfer Instructions

4.1 Wire Instructions for Payoff Amount

The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account:

Bank Name: Greaves Bancorp New York, New York

ABA/Routing Number: 021000021

Account Name: Northgate Trust Company, N.A. — Corporate Trust, as Trustee for the 7.50% Senior Unsecured Notes due 2028

Account Number: 8827-4410-6093

Reference: "Dunmore Energy Holdings Ltd. — 7.50% Senior Unsecured Notes due 2028 — Partial Redemption — $450,000,000"

SWIFT Code: CHASUS33

Attention: William Kerrigan, Vice President — Corporate Trust

The Issuers are advised that the Payoff Amount must be received by the Trustee in the account designated above in immediately available, same-day federal funds. The Trustee shall not be required to credit any payment that is not received in immediately available funds, and any delay in the availability of funds shall not toll the per diem interest accrual described in Section 3.4 above. The Issuers should arrange for the wire transfer to be initiated sufficiently in advance of the Good-Through Date to ensure timely receipt.

4.2 Confirmation of Receipt

Upon receipt of the Payoff Amount in full in immediately available funds, the Trustee will provide prompt written confirmation of such receipt (the "Wire Confirmation") to each of the following parties by electronic mail:

(a) Dunmore Energy Holdings Ltd. — Attention: Deepa Rajaram (deepa.rajaram@dunmoreenergy.com) and Alistair Forde (alistair.forde@dunmoreenergy.com);

(b) Calderwood & Harkness LLP — Attention: Jennifer Kwon (jkwon@calderwoodharkness.com) and Eric Johannsen (ejohannsen@calderwoodharkness.com); and

(c) Ridgeline Capital Markets LLC — Attention: Thomas Whitford (twhitford@ridgelinecm.com) and Simone Achterberg (sachterberg@ridgelinecm.com).

For purposes of confirming the status of incoming wire transfers, the contact at the Trustee's Corporate Trust Office is:

William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. Telephone: (212) 549-8800

Email: william.kerrigan@northgatetrust.com

The Issuers and their counsel are requested to provide advance notice of the wire transfer, including the date and approximate time of initiation and the originating bank's reference number, to facilitate prompt identification and confirmation of receipt.

5. Confirmation of Outstanding Balance Post-Redemption

Upon receipt of the Payoff Amount in full and completion of the Partial Redemption in accordance with this Payoff Letter and the Existing Indenture, the Trustee confirms that the aggregate principal amount of Existing 7.50% Senior Unsecured Notes due 2028 remaining outstanding shall be:

$400,000,000.00

The Existing Indenture shall remain in full force and effect with respect to the remaining Four Hundred Million Dollars ($400,000,000) aggregate principal amount of Existing Notes outstanding after giving effect to the Partial Redemption. All terms, covenants, conditions, representations, warranties, and obligations of the Issuers and the Guarantors under the Existing Indenture, including without limitation all reporting obligations, restrictive covenants, and obligations to pay principal, interest, and any additional amounts in respect of the remaining Existing Notes, shall continue to apply in all respects. The rights and remedies of the holders of the remaining Existing Notes and of the Trustee under the Existing Indenture shall be unaffected by the Partial Redemption, and the Existing Indenture shall be read and construed as if the Existing Notes had been originally issued in an aggregate principal amount of $400,000,000 (except to the extent otherwise provided in the Existing Indenture or required by applicable law).

The Trustee shall update its records to reflect the reduced aggregate principal amount of Existing Notes outstanding and shall cause the Registrar to adjust the register of holders accordingly.

6. Release Mechanics

6.1 No Release of Indenture or Guarantees

The parties hereby acknowledge and confirm that the Partial Redemption effected pursuant to this Payoff Letter constitutes a partial optional redemption of the Existing Notes and does not constitute (i) a satisfaction and discharge of the Existing Indenture pursuant to Article 8 thereof, (ii) a legal defeasance or covenant defeasance of the Existing Notes pursuant to Article 8 thereof, or (iii) a release, termination, or modification of any of the terms, conditions, or provisions of the Existing Indenture.

The guarantees of the Guarantor subsidiaries under Article 10 of the Existing Indenture (each, a "Note Guarantee") shall remain in full force and effect with respect to the remaining $400,000,000 aggregate principal amount of Existing Notes outstanding after the Partial Redemption. No Guarantor shall be released from its Note Guarantee as a result of the Partial Redemption, and the obligations of each Guarantor thereunder shall continue to be absolute, unconditional, and irrevocable in accordance with the terms of the Existing Indenture.

For the avoidance of doubt, because the Existing Notes are senior unsecured obligations of the Issuers, no collateral release, lien release, UCC termination, or similar filing or action is required or applicable in connection with the Partial Redemption.

6.2 Cancellation of Redeemed Notes

Promptly upon receipt of the Payoff Amount in full, the Trustee shall cancel $450,000,000 aggregate principal amount of the Existing Notes in accordance with Section 2.11 of the Existing Indenture. The Existing Notes are currently held in the form of one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Accordingly, the Trustee shall cause DTC to reduce the outstanding principal balance of the applicable global note(s) by $450,000,000, such that the remaining outstanding balance of the global note(s) shall be $400,000,000. The Trustee shall deliver or cause to be delivered to DTC all instructions, notices, and communications necessary to effectuate such balance reduction in accordance with DTC's applicable procedures and customary practices.

In the event that any Existing Notes are held in certificated (definitive) form rather than through DTC, the Trustee shall cancel the applicable certificates and issue replacement certificates, if requested by the applicable holder(s), in the reduced aggregate principal amount reflecting the Partial Redemption.

The Trustee shall further notify the Paying Agent (to the extent that a separate paying agent has been appointed under the Existing Indenture) and the Registrar of the consummation of the Partial Redemption and of the adjusted outstanding principal amount of $400,000,000, and shall direct such agents to update their records accordingly.

6.3 Selection of Notes for Partial Redemption

The selection of Existing Notes for the Partial Redemption has been conducted in accordance with the procedures set forth in Section 3.04 of the Existing Indenture. Because the Existing Notes are held in global form through DTC, the selection of beneficial interests in the Existing Notes for redemption has been effected in accordance with DTC's standard operating procedures, including, to the extent applicable, DTC's pro rata pass-through distribution of principal methodology or such other method as DTC may employ (including by lot), subject to any applicable procedures of Stonefield Industries and Westmark & Co. for beneficial owners holding through such clearing systems. The Trustee has relied upon DTC and its participants in connection with the selection of specific beneficial interests for redemption and assumes no responsibility for the manner in which DTC or its participants allocate the Partial Redemption among beneficial holders.

The Issuers have confirmed to the Trustee that the requisite notice of redemption (the "Redemption Notice") was delivered to holders of the Existing Notes (through DTC and its participants) on April 14, 2025, not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date, in accordance with Section 3.03 of the Existing Indenture. A form of the Redemption Notice is attached hereto as Exhibit A for reference.

7. Representations and Acknowledgments of the Trustee

Northgate Trust Company, N.A., solely in its capacity as Trustee under the Existing Indenture and based solely upon its own records maintained in such capacity, hereby confirms the following as of the date hereof:

(a) Outstanding Principal Amount. The aggregate principal amount of Existing Notes currently outstanding under the Existing Indenture is $850,000,000. No Existing Notes have been previously redeemed, repurchased, or cancelled since the original issuance date.

(b) No Event of Default. No Event of Default (as defined in the Existing Indenture) has occurred and is continuing under the Existing Indenture of which the Trustee has received written notice from any holder of the Existing Notes, from the Issuers, or from any other person, or of which any Responsible Officer (as defined in the Existing Indenture) of the Trustee has actual knowledge.

(c) No Pending Redemption. No prior partial or full redemption of the Existing Notes is pending, and the Trustee has not received any prior notice of redemption from the Issuers with respect to the Existing Notes (other than the Redemption Notice relating to the Partial Redemption contemplated hereby).

(d) Receipt of Required Notices. The Trustee has received all notices, certificates, and other documents required to be delivered by the Issuers to the Trustee in connection with the Partial Redemption, including without limitation the Redemption Notice and the officers' certificate described in Section 8 below.

The foregoing representations and confirmations are made by the Trustee solely in reliance upon its own books and records as Trustee under the Existing Indenture and are subject to the protections, limitations, and qualifications afforded to the Trustee under the Existing Indenture, including without limitation Sections 7.01, 7.02, and 7.03 thereof. The Trustee is acting solely in its capacity as Trustee under the Existing Indenture and is not acting in any individual or other capacity. The Trustee makes no representations or warranties regarding the New Notes Offering, the New Notes, the indenture governing the New Notes, the use of proceeds from the New Notes Offering, or any other transaction or matter not directly related to its duties and responsibilities as Trustee under the Existing Indenture.

8. Conditions to Effectiveness

This Payoff Letter shall become effective, and the Payoff Amount set forth in Section 3.4 above shall be deemed final and binding, only upon the satisfaction (or waiver by the Trustee in its sole discretion) of all of the following conditions:

(a) Receipt of Payoff Amount. The Trustee shall have received the Payoff Amount in full, in immediately available funds, by wire transfer to the account specified in Section 4.1 above, on or before the Good-Through Date (May 15, 2025, 5:00 p.m. New York City time).

(b) Officers' Certificate. The Trustee shall have received an officers' certificate from the Issuers, substantially in the form attached hereto as Exhibit B (the "Officers' Certificate"), duly executed by Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, of the Issuer, (i) confirming the Partial Redemption of $450,000,000 aggregate principal amount of Existing Notes, (ii) directing the Trustee to apply the Payoff Amount in accordance with the terms hereof and the Existing Indenture, (iii) certifying the source of funds for the Partial Redemption, and (iv) certifying compliance with the optional redemption provisions of the Existing Indenture.

(c) Delivery of Redemption Notice. The Issuers shall have delivered the Redemption Notice to holders of the Existing Notes in accordance with the notice provisions of Section 3.03 of the Existing Indenture and shall have provided evidence of such delivery to the Trustee.

In the event that the Payoff Amount is not received by the Trustee by the Good-Through Date, this Payoff Letter shall, at the Trustee's option, become void and of no further force or effect, and a new payoff letter, recalculating the Payoff Amount as of a revised Good-Through Date, shall be required prior to the consummation of the Partial Redemption. Notwithstanding the foregoing, the Issuers' obligations under the Redemption Notice, if already delivered, shall be governed by the terms of the Existing Indenture and not by this Payoff Letter.

9. Authorization

This Payoff Letter is delivered by Northgate Trust Company, N.A. solely in its capacity as Trustee under the Existing Indenture and not in its individual or corporate capacity, and nothing herein shall be construed to impose any personal liability on Northgate Trust Company, N.A. or any of its officers, directors, employees, or agents. The Trustee shall have no liability for the accuracy or completeness of the information contained in this Payoff Letter, except to the extent that such information is derived from the Trustee's own records maintained in its capacity as Trustee under the Existing Indenture, and then only to the extent of the protections and limitations afforded to the Trustee under the Existing Indenture. Without limiting the generality of the foregoing, the Trustee shall not be liable for any errors in the calculation of the Payoff Amount arising from information provided to it by the Issuers, their counsel, or any other party.

This Payoff Letter has been reviewed by Calderwood & Harkness LLP (Matter No. 1016-00003) in connection with its representation of the Issuers in the New Notes Offering and the related transactions, and the Issuers have authorized the delivery of this Payoff Letter in connection therewith. The Trustee has relied upon the Issuers' and their counsel's confirmation that the information set forth herein (other than information derived from the Trustee's own records) is accurate and complete.

10. Governing Law

This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The choice of governing law set forth in this Section 10 is consistent with the governing law provisions of Section 12.09 of the Existing Indenture.

11. Counterparts and Delivery

This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, by electronic mail in portable document format (.pdf), 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 original counterpart hereof. Any party delivering an executed counterpart of this Payoff Letter by facsimile or electronic transmission shall also deliver a manually executed original counterpart, but the failure to deliver a manually executed original counterpart shall not affect the validity, enforceability, or binding effect of this Payoff Letter.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO PAYOFF LETTER Partial Redemption — 7.50% Senior Unsecured Notes due 2028

IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.

NORTHGATE TRUST COMPANY, N.A., as Trustee under the Existing Indenture

By: ________

Name: William Kerrigan

Title: Vice President — Corporate Trust

Date: May 15, 2025

ACKNOWLEDGMENT AND AGREEMENT

Each of the undersigned Issuers hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the information set forth herein (to the extent within its knowledge), agrees to the terms and conditions set forth herein, and authorizes the Trustee to act in accordance with this Payoff Letter upon satisfaction of the conditions to effectiveness set forth in Section 8 above.

DUNMORE ENERGY HOLDINGS LTD., as Issuer

By: ________

Name: Deepa Rajaram

Title: Chief Financial Officer

Date: ________

DUNMORE UPSTREAM FINANCE CORP., as Co-Issuer

By: ________

Name: Rajiv Chandravar

Title: Vice President and Treasurer

Date: ________

EXHIBIT A

FORM OF NOTICE OF PARTIAL REDEMPTION

7.50% Senior Unsecured Notes due October 15, 2028 CUSIP No. 265894 AB 7 / ISIN US265894AB71

NOTICE OF PARTIAL REDEMPTION

To the Holders of the 7.50% Senior Unsecured Notes due October 15, 2028 Issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.

Date of Notice: April 14, 2025

NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of the Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto, and Northgate Trust Company, N.A., as Trustee (the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (the "Notes"), that the Issuers have elected to redeem, and will redeem, on May 15, 2025 (the "Redemption Date"), $450,000,000 aggregate principal amount of the Notes (the "Redeemed Notes") out of the $850,000,000 aggregate principal amount of Notes currently outstanding.

Redemption Price. The Redeemed Notes will be redeemed at a redemption price equal to 103.750% of the principal amount thereof, plus accrued and unpaid interest thereon from the last interest payment date to, but not including, the Redemption Date (the "Redemption Price").

Remaining Outstanding. Following the Partial Redemption, $400,000,000 aggregate principal amount of Notes shall remain outstanding under the Indenture.

Selection of Notes. The Redeemed Notes have been selected for redemption in accordance with the procedures of The Depository Trust Company ("DTC") and the terms of the Indenture. Because the Notes are held in global form through DTC, the allocation of the Partial Redemption among beneficial holders will be made in accordance with DTC's applicable procedures.

Payment. On the Redemption Date, the Redemption Price will become due and payable on the Redeemed Notes. From and after the Redemption Date, unless the Issuers default in payment of the Redemption Price, interest on the Redeemed Notes shall cease to accrue, and the only remaining right of the holders of the Redeemed Notes shall be to receive payment of the Redemption Price.

DTC Participants. DTC participants holding positions in the Notes should contact DTC for information regarding the allocation of the Partial Redemption to their respective positions.

CUSIP / ISIN:

CUSIP: 265894 AB 7 ISIN: US265894AB71

Questions. Questions regarding this Notice of Partial Redemption should be directed to the Trustee at the address set forth below:

Northgate Trust Company, N.A. Corporate Trust Office 100 Wall Street, Suite 1600 New York, New York 10005

Attention: William Kerrigan, Vice President — Corporate Trust

Telephone: (212) 549-8800

Email: william.kerrigan@northgatetrust.com

IMPORTANT: The CUSIP and ISIN numbers have been assigned by an organization not affiliated with the Issuers or the Trustee and are included solely for the convenience of the holders of the Notes. Neither the Issuers nor the Trustee shall be responsible for the selection or use of such numbers, nor is any representation made as to their correctness.

EXHIBIT B

FORM OF OFFICERS' CERTIFICATE

Partial Redemption of 7.50% Senior Unsecured Notes due October 15, 2028

OFFICERS' CERTIFICATE Pursuant to Section 3.07 of the Indenture

Date: May 15, 2025

To: Northgate Trust Company, N.A., as Trustee

Re: Partial Redemption of $450,000,000 Aggregate Principal Amount of 7.50% Senior Unsecured Notes due October 15, 2028

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto, and Northgate Trust Company, N.A., as Trustee (the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (the "Notes").

The undersigned, Marcus Ellingham and Deepa Rajaram, being the Chief Executive Officer and Chief Financial Officer, respectively, of Dunmore Energy Holdings Ltd., hereby certify, pursuant to Section 3.07 of the Indenture and in connection with the partial redemption of the Notes contemplated by the Payoff Letter dated as of the date hereof (the "Payoff Letter"), as follows:

(i) Amount of Partial Redemption. The Issuers hereby direct the Trustee to effect the partial optional redemption of $450,000,000 aggregate principal amount of Notes on May 15, 2025 (the "Redemption Date"), at the Applicable Redemption Price of 103.750% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

(ii) Source of Funds. The funds to be applied to the payment of the Redemption Price for the Notes being redeemed are derived from the net proceeds of the offering by the Issuers of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "New Notes"), which closed on the date hereof.

(iii) Compliance with Optional Redemption Provisions. The partial redemption of the Notes contemplated hereby is being effected in compliance with all applicable provisions of the Indenture, including without limitation Sections 3.03, 3.04, 3.05, 3.06, and 3.07 thereof. The Issuers have delivered the requisite notice of redemption to holders of the Notes not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date, in accordance with Section 3.03 of the Indenture.

(iv) No Event of Default. No Event of Default (as defined in the Indenture) has occurred and is continuing under the Indenture, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Indenture. The consummation of the partial redemption contemplated hereby will not result in an Event of Default under the Indenture.

The Trustee is hereby authorized and directed to apply the funds received in connection with the Payoff Letter in accordance with the terms thereof and the Indenture and to take all actions necessary or appropriate to effectuate the partial redemption, including without limitation the cancellation of $450,000,000 aggregate principal amount of Notes and the adjustment of the global note balance held through The Depository Trust Company.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Ellingham

Title: Chief Executive Officer

Date: May 15, 2025

By: ________

Name: Deepa Rajaram

Title: Chief Financial Officer

Date: May 15, 2025

DISTRIBUTION LIST

cc:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Jennifer Kwon; Eric Johannsen

Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019

Attention: Harrison Cates

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179

Attention: Thomas Whitford; Simone Achterberg

Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111

Attention: Derek Holmgren

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282

Attention: Julia Song

Component	Amount
(a) Principal Amount of Existing Notes Being Redeemed	$450,000,000.00
(b) Applicable Redemption Premium (3.750%)	$16,875,000.00
(c) Accrued and Unpaid Interest (April 15, 2025 through May 14, 2025)	$2,812,500.00
Total Payoff Amount	$469,687,500.00

NORTHGATE TRUST COMPANY, N.A. Corporate Trust Office 100 Wall Street, Suite 1600 New York, New York 10005
May 15, 2025
Re: Payoff Letter — Partial Redemption of 7.50% Senior Unsecured Notes due October 15, 2028
1. Addressees
Dunmore Energy Holdings Ltd. 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002
Attention: Deepa Rajaram, Chief Financial Officer; Alistair Forde, General Counsel
With a copy to: Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, Texas 77056
Dunmore upstream Finance Corp. c/o Ashgrove Services Inc. 28 Liberty Street New York, New York 10005
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Jennifer Kwon; Eric Johannsen
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Attention: Thomas Whitford; Simone Achterberg
Ladies and Gentlemen:
2. Recitals / Background
Reference is hereby made to that certain Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Existing Indenture"), by and among Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto from time to time (collectively, the "Guarantors"), and Northgate Trust Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (CUSIP No. 265894 AB 7 / ISIN US265894AB71) (the "Existing Notes").
The Existing Notes were issued in an original aggregate principal amount of Eight Hundred Fifty Million Dollars ($850,000,000). The Existing Notes bear interest at the rate of 7.50% per annum, payable semi-annually in arrears on each April 15 and October 15, and mature on October 15, 2028. As of the date hereof, the entire original aggregate principal amount of $850,000,000 remains outstanding, and no prior partial or optional redemption of any Existing Notes has been effected.
The Issuers have informed the Trustee that the Issuers intend to effect a partial redemption of Four Hundred Fifty Million Dollars ($450,000,000) in aggregate principal amount of Existing Notes (the "Partial Redemption") on the date hereof, May 15, 2025 (the "Redemption Date" or the "Payoff Date"). The source of funds for the Partial Redemption is the net proceeds received by the Issuers from the concurrent offering (the "New Notes Offering") of Eight Hundred Fifty Million Dollars ($850,000,000) aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "New Notes"), issued pursuant to a separate indenture. Following the consummation of the Partial Redemption, Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of Existing Notes shall remain outstanding under the Existing Indenture.
The Partial Redemption is being effected pursuant to the optional redemption provisions set forth in Section 3.07 of the Existing Indenture, which provide that the Issuers may redeem some or all of the Existing Notes at any time and from time to time on or after October 15, 2024, at the applicable redemption prices set forth therein, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. The applicable fixed redemption price for the period commencing October 15, 2024 and ending October 14, 2025 is 103.750% of the principal amount of the Existing Notes being redeemed (the "Applicable Redemption Price").
This payoff letter (this "Payoff Letter") is delivered by the Trustee at the request of the Issuers and their counsel, Calderwood & Harkness LLP, in connection with the closing of the New Notes Offering on the date hereof and for the purpose of setting forth the aggregate amount required to effect the Partial Redemption and to provide wire transfer instructions for the payment thereof.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Indenture.
3. Payoff Amount
Based upon the Trustee's records and the terms of the Existing Indenture, the following amounts are required to consummate the Partial Redemption on the Payoff Date:
3.1 Principal Component
The aggregate principal amount of Existing Notes to be redeemed on the Payoff Date is:
$450,000,000.00
This Partial Redemption constitutes a redemption of a portion, but not all, of the outstanding Existing Notes. Following the consummation of the Partial Redemption, Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of Existing Notes shall remain outstanding under the Existing Indenture and shall continue to be entitled to the benefits thereof.
3.2 Applicable Redemption Premium
Pursuant to the optional redemption schedule set forth in Section 3.07(b) of the Existing Indenture, Existing Notes redeemed during the twelve-month period commencing on October 15, 2024 and ending on October 14, 2025 are redeemable at a fixed redemption price equal to 103.750% of their principal amount. The applicable redemption premium is therefore calculated as follows:
Applicable Redemption Price: 103.750% of principal amount
Redemption Premium Percentage: 103.750% minus 100.000% = 3.750%
Redemption Premium Amount: $450,000,000.00 × 3.750% = $16,875,000.00
The redemption premium of $16,875,000.00 represents the excess of the Applicable Redemption Price over the par principal amount of the Existing Notes being redeemed and is payable in addition to the principal amount and accrued and unpaid interest set forth below.
3.3 Accrued and Unpaid Interest
Accrued and unpaid interest on the $450,000,000 aggregate principal amount of Existing Notes being redeemed has been computed from the last semi-annual interest payment date through but not including the Payoff Date, as follows:
Interest Rate: 7.50% per annum
Last Interest Payment Date: April 15, 2025
Accrual Period: April 15, 2025 through May 14, 2025 (30 days, computed on a 360-day year basis consisting of twelve 30-day months, in accordance with the terms of the Existing Indenture)
Accrued Interest Calculation:
$450,000,000.00 × 7.50% × (30 / 360) = $2,812,500.00
Accordingly, the accrued and unpaid interest payable on the Existing Notes being redeemed through but not including the Payoff Date is Two Million Eight Hundred Twelve Thousand Five Hundred Dollars ($2,812,500.00).
3.4 Total Payoff Amount
The aggregate payoff amount required to consummate the Partial Redemption on the Payoff Date (the "Payoff Amount") is the sum of the following components:
The aggregate Payoff Amount is therefore Four Hundred Sixty-Nine Million Six Hundred Eighty-Seven Thousand Five Hundred Dollars ($469,687,500.00), payable in immediately available funds.
For purposes of calculating any adjustment to the Payoff Amount in the event that payment is not received on the Payoff Date, the per diem interest accrual on the $450,000,000 principal amount of Existing Notes being redeemed at the rate of 7.50% per annum (computed on a 360-day year basis) is:
Per Diem Interest: $450,000,000.00 × 7.50% / 360 = $93,750.00 per day
3.5 Good-Through Date
The Payoff Amount set forth in Section 3.4 above is calculated as of, and is valid through, May 15, 2025, 5:00 p.m. (New York City time) (the "Good-Through Date"). If payment of the Payoff Amount in full, in immediately available funds, is not received by the Trustee by the Good-Through Date, the Payoff Amount shall be automatically recalculated to include additional per diem interest of $93,750.00 for each calendar day (or portion thereof) beyond May 15, 2025 until the date on which payment is received in full by the Trustee. In such event, the Issuers shall be required to deliver updated wire instructions and a revised payoff confirmation prior to the remittance of funds, and this Payoff Letter shall be subject to the provisions of Section 8 below regarding conditions to effectiveness.
4. Wire Transfer Instructions
4.1 Wire Instructions for Payoff Amount
The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account:
Bank Name: Greaves Bancorp New York, New York
ABA/Routing Number: 021000021
Account Name: Northgate Trust Company, N.A. — Corporate Trust, as Trustee for the 7.50% Senior Unsecured Notes due 2028
Account Number: 8827-4410-6093
Reference: "Dunmore Energy Holdings Ltd. — 7.50% Senior Unsecured Notes due 2028 — Partial Redemption — $450,000,000"
SWIFT Code: CHASUS33
Attention: William Kerrigan, Vice President — Corporate Trust
The Issuers are advised that the Payoff Amount must be received by the Trustee in the account designated above in immediately available, same-day federal funds. The Trustee shall not be required to credit any payment that is not received in immediately available funds, and any delay in the availability of funds shall not toll the per diem interest accrual described in Section 3.4 above. The Issuers should arrange for the wire transfer to be initiated sufficiently in advance of the Good-Through Date to ensure timely receipt.
4.2 Confirmation of Receipt
Upon receipt of the Payoff Amount in full in immediately available funds, the Trustee will provide prompt written confirmation of such receipt (the "Wire Confirmation") to each of the following parties by electronic mail:
(a) Dunmore Energy Holdings Ltd. — Attention: Deepa Rajaram (deepa.rajaram@dunmoreenergy.com) and Alistair Forde (alistair.forde@dunmoreenergy.com);
(b) Calderwood & Harkness LLP — Attention: Jennifer Kwon (jkwon@calderwoodharkness.com) and Eric Johannsen (ejohannsen@calderwoodharkness.com); and
(c) Ridgeline Capital Markets LLC — Attention: Thomas Whitford (twhitford@ridgelinecm.com) and Simone Achterberg (sachterberg@ridgelinecm.com).
For purposes of confirming the status of incoming wire transfers, the contact at the Trustee's Corporate Trust Office is:
William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. Telephone: (212) 549-8800
Email: william.kerrigan@northgatetrust.com
The Issuers and their counsel are requested to provide advance notice of the wire transfer, including the date and approximate time of initiation and the originating bank's reference number, to facilitate prompt identification and confirmation of receipt.
5. Confirmation of Outstanding Balance Post-Redemption
Upon receipt of the Payoff Amount in full and completion of the Partial Redemption in accordance with this Payoff Letter and the Existing Indenture, the Trustee confirms that the aggregate principal amount of Existing 7.50% Senior Unsecured Notes due 2028 remaining outstanding shall be:
$400,000,000.00
The Existing Indenture shall remain in full force and effect with respect to the remaining Four Hundred Million Dollars ($400,000,000) aggregate principal amount of Existing Notes outstanding after giving effect to the Partial Redemption. All terms, covenants, conditions, representations, warranties, and obligations of the Issuers and the Guarantors under the Existing Indenture, including without limitation all reporting obligations, restrictive covenants, and obligations to pay principal, interest, and any additional amounts in respect of the remaining Existing Notes, shall continue to apply in all respects. The rights and remedies of the holders of the remaining Existing Notes and of the Trustee under the Existing Indenture shall be unaffected by the Partial Redemption, and the Existing Indenture shall be read and construed as if the Existing Notes had been originally issued in an aggregate principal amount of $400,000,000 (except to the extent otherwise provided in the Existing Indenture or required by applicable law).
The Trustee shall update its records to reflect the reduced aggregate principal amount of Existing Notes outstanding and shall cause the Registrar to adjust the register of holders accordingly.
6. Release Mechanics
6.1 No Release of Indenture or Guarantees
The parties hereby acknowledge and confirm that the Partial Redemption effected pursuant to this Payoff Letter constitutes a partial optional redemption of the Existing Notes and does not constitute (i) a satisfaction and discharge of the Existing Indenture pursuant to Article 8 thereof, (ii) a legal defeasance or covenant defeasance of the Existing Notes pursuant to Article 8 thereof, or (iii) a release, termination, or modification of any of the terms, conditions, or provisions of the Existing Indenture.
The guarantees of the Guarantor subsidiaries under Article 10 of the Existing Indenture (each, a "Note Guarantee") shall remain in full force and effect with respect to the remaining $400,000,000 aggregate principal amount of Existing Notes outstanding after the Partial Redemption. No Guarantor shall be released from its Note Guarantee as a result of the Partial Redemption, and the obligations of each Guarantor thereunder shall continue to be absolute, unconditional, and irrevocable in accordance with the terms of the Existing Indenture.
For the avoidance of doubt, because the Existing Notes are senior unsecured obligations of the Issuers, no collateral release, lien release, UCC termination, or similar filing or action is required or applicable in connection with the Partial Redemption.
6.2 Cancellation of Redeemed Notes
Promptly upon receipt of the Payoff Amount in full, the Trustee shall cancel $450,000,000 aggregate principal amount of the Existing Notes in accordance with Section 2.11 of the Existing Indenture. The Existing Notes are currently held in the form of one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Accordingly, the Trustee shall cause DTC to reduce the outstanding principal balance of the applicable global note(s) by $450,000,000, such that the remaining outstanding balance of the global note(s) shall be $400,000,000. The Trustee shall deliver or cause to be delivered to DTC all instructions, notices, and communications necessary to effectuate such balance reduction in accordance with DTC's applicable procedures and customary practices.
In the event that any Existing Notes are held in certificated (definitive) form rather than through DTC, the Trustee shall cancel the applicable certificates and issue replacement certificates, if requested by the applicable holder(s), in the reduced aggregate principal amount reflecting the Partial Redemption.
The Trustee shall further notify the Paying Agent (to the extent that a separate paying agent has been appointed under the Existing Indenture) and the Registrar of the consummation of the Partial Redemption and of the adjusted outstanding principal amount of $400,000,000, and shall direct such agents to update their records accordingly.
6.3 Selection of Notes for Partial Redemption
The selection of Existing Notes for the Partial Redemption has been conducted in accordance with the procedures set forth in Section 3.04 of the Existing Indenture. Because the Existing Notes are held in global form through DTC, the selection of beneficial interests in the Existing Notes for redemption has been effected in accordance with DTC's standard operating procedures, including, to the extent applicable, DTC's pro rata pass-through distribution of principal methodology or such other method as DTC may employ (including by lot), subject to any applicable procedures of Stonefield Industries and Westmark & Co. for beneficial owners holding through such clearing systems. The Trustee has relied upon DTC and its participants in connection with the selection of specific beneficial interests for redemption and assumes no responsibility for the manner in which DTC or its participants allocate the Partial Redemption among beneficial holders.
The Issuers have confirmed to the Trustee that the requisite notice of redemption (the "Redemption Notice") was delivered to holders of the Existing Notes (through DTC and its participants) on April 14, 2025, not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date, in accordance with Section 3.03 of the Existing Indenture. A form of the Redemption Notice is attached hereto as Exhibit A for reference.
7. Representations and Acknowledgments of the Trustee
Northgate Trust Company, N.A., solely in its capacity as Trustee under the Existing Indenture and based solely upon its own records maintained in such capacity, hereby confirms the following as of the date hereof:
(a) Outstanding Principal Amount. The aggregate principal amount of Existing Notes currently outstanding under the Existing Indenture is $850,000,000. No Existing Notes have been previously redeemed, repurchased, or cancelled since the original issuance date.
(b) No Event of Default. No Event of Default (as defined in the Existing Indenture) has occurred and is continuing under the Existing Indenture of which the Trustee has received written notice from any holder of the Existing Notes, from the Issuers, or from any other person, or of which any Responsible Officer (as defined in the Existing Indenture) of the Trustee has actual knowledge.
(c) No Pending Redemption. No prior partial or full redemption of the Existing Notes is pending, and the Trustee has not received any prior notice of redemption from the Issuers with respect to the Existing Notes (other than the Redemption Notice relating to the Partial Redemption contemplated hereby).
(d) Receipt of Required Notices. The Trustee has received all notices, certificates, and other documents required to be delivered by the Issuers to the Trustee in connection with the Partial Redemption, including without limitation the Redemption Notice and the officers' certificate described in Section 8 below.
The foregoing representations and confirmations are made by the Trustee solely in reliance upon its own books and records as Trustee under the Existing Indenture and are subject to the protections, limitations, and qualifications afforded to the Trustee under the Existing Indenture, including without limitation Sections 7.01, 7.02, and 7.03 thereof. The Trustee is acting solely in its capacity as Trustee under the Existing Indenture and is not acting in any individual or other capacity. The Trustee makes no representations or warranties regarding the New Notes Offering, the New Notes, the indenture governing the New Notes, the use of proceeds from the New Notes Offering, or any other transaction or matter not directly related to its duties and responsibilities as Trustee under the Existing Indenture.
8. Conditions to Effectiveness
This Payoff Letter shall become effective, and the Payoff Amount set forth in Section 3.4 above shall be deemed final and binding, only upon the satisfaction (or waiver by the Trustee in its sole discretion) of all of the following conditions:
(a) Receipt of Payoff Amount. The Trustee shall have received the Payoff Amount in full, in immediately available funds, by wire transfer to the account specified in Section 4.1 above, on or before the Good-Through Date (May 15, 2025, 5:00 p.m. New York City time).
(b) Officers' Certificate. The Trustee shall have received an officers' certificate from the Issuers, substantially in the form attached hereto as Exhibit B (the "Officers' Certificate"), duly executed by Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, of the Issuer, (i) confirming the Partial Redemption of $450,000,000 aggregate principal amount of Existing Notes, (ii) directing the Trustee to apply the Payoff Amount in accordance with the terms hereof and the Existing Indenture, (iii) certifying the source of funds for the Partial Redemption, and (iv) certifying compliance with the optional redemption provisions of the Existing Indenture.
(c) Delivery of Redemption Notice. The Issuers shall have delivered the Redemption Notice to holders of the Existing Notes in accordance with the notice provisions of Section 3.03 of the Existing Indenture and shall have provided evidence of such delivery to the Trustee.
In the event that the Payoff Amount is not received by the Trustee by the Good-Through Date, this Payoff Letter shall, at the Trustee's option, become void and of no further force or effect, and a new payoff letter, recalculating the Payoff Amount as of a revised Good-Through Date, shall be required prior to the consummation of the Partial Redemption. Notwithstanding the foregoing, the Issuers' obligations under the Redemption Notice, if already delivered, shall be governed by the terms of the Existing Indenture and not by this Payoff Letter.
9. Authorization
This Payoff Letter is delivered by Northgate Trust Company, N.A. solely in its capacity as Trustee under the Existing Indenture and not in its individual or corporate capacity, and nothing herein shall be construed to impose any personal liability on Northgate Trust Company, N.A. or any of its officers, directors, employees, or agents. The Trustee shall have no liability for the accuracy or completeness of the information contained in this Payoff Letter, except to the extent that such information is derived from the Trustee's own records maintained in its capacity as Trustee under the Existing Indenture, and then only to the extent of the protections and limitations afforded to the Trustee under the Existing Indenture. Without limiting the generality of the foregoing, the Trustee shall not be liable for any errors in the calculation of the Payoff Amount arising from information provided to it by the Issuers, their counsel, or any other party.
This Payoff Letter has been reviewed by Calderwood & Harkness LLP (Matter No. 1016-00003) in connection with its representation of the Issuers in the New Notes Offering and the related transactions, and the Issuers have authorized the delivery of this Payoff Letter in connection therewith. The Trustee has relied upon the Issuers' and their counsel's confirmation that the information set forth herein (other than information derived from the Trustee's own records) is accurate and complete.
10. Governing Law
This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The choice of governing law set forth in this Section 10 is consistent with the governing law provisions of Section 12.09 of the Existing Indenture.
11. Counterparts and Delivery
This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, by electronic mail in portable document format (.pdf), 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 original counterpart hereof. Any party delivering an executed counterpart of this Payoff Letter by facsimile or electronic transmission shall also deliver a manually executed original counterpart, but the failure to deliver a manually executed original counterpart shall not affect the validity, enforceability, or binding effect of this Payoff Letter.
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SIGNATURE PAGE TO PAYOFF LETTER Partial Redemption — 7.50% Senior Unsecured Notes due 2028
IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.
NORTHGATE TRUST COMPANY, N.A., as Trustee under the Existing Indenture
By: ________
Name: William Kerrigan
Title: Vice President — Corporate Trust
Date: May 15, 2025
ACKNOWLEDGMENT AND AGREEMENT
Each of the undersigned Issuers hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the information set forth herein (to the extent within its knowledge), agrees to the terms and conditions set forth herein, and authorizes the Trustee to act in accordance with this Payoff Letter upon satisfaction of the conditions to effectiveness set forth in Section 8 above.
DUNMORE ENERGY HOLDINGS LTD., as Issuer
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Date: ________
DUNMORE UPSTREAM FINANCE CORP., as Co-Issuer
By: ________
Name: Rajiv Chandravar
Title: Vice President and Treasurer
Date: ________
EXHIBIT A
FORM OF NOTICE OF PARTIAL REDEMPTION
7.50% Senior Unsecured Notes due October 15, 2028 CUSIP No. 265894 AB 7 / ISIN US265894AB71
NOTICE OF PARTIAL REDEMPTION
To the Holders of the 7.50% Senior Unsecured Notes due October 15, 2028 Issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Date of Notice: April 14, 2025
NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of the Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto, and Northgate Trust Company, N.A., as Trustee (the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (the "Notes"), that the Issuers have elected to redeem, and will redeem, on May 15, 2025 (the "Redemption Date"), $450,000,000 aggregate principal amount of the Notes (the "Redeemed Notes") out of the $850,000,000 aggregate principal amount of Notes currently outstanding.
Redemption Price. The Redeemed Notes will be redeemed at a redemption price equal to 103.750% of the principal amount thereof, plus accrued and unpaid interest thereon from the last interest payment date to, but not including, the Redemption Date (the "Redemption Price").
Remaining Outstanding. Following the Partial Redemption, $400,000,000 aggregate principal amount of Notes shall remain outstanding under the Indenture.
Selection of Notes. The Redeemed Notes have been selected for redemption in accordance with the procedures of The Depository Trust Company ("DTC") and the terms of the Indenture. Because the Notes are held in global form through DTC, the allocation of the Partial Redemption among beneficial holders will be made in accordance with DTC's applicable procedures.
Payment. On the Redemption Date, the Redemption Price will become due and payable on the Redeemed Notes. From and after the Redemption Date, unless the Issuers default in payment of the Redemption Price, interest on the Redeemed Notes shall cease to accrue, and the only remaining right of the holders of the Redeemed Notes shall be to receive payment of the Redemption Price.
DTC Participants. DTC participants holding positions in the Notes should contact DTC for information regarding the allocation of the Partial Redemption to their respective positions.
CUSIP / ISIN:
CUSIP: 265894 AB 7 ISIN: US265894AB71
Questions. Questions regarding this Notice of Partial Redemption should be directed to the Trustee at the address set forth below:
Northgate Trust Company, N.A. Corporate Trust Office 100 Wall Street, Suite 1600 New York, New York 10005
Attention: William Kerrigan, Vice President — Corporate Trust
Telephone: (212) 549-8800
Email: william.kerrigan@northgatetrust.com
IMPORTANT: The CUSIP and ISIN numbers have been assigned by an organization not affiliated with the Issuers or the Trustee and are included solely for the convenience of the holders of the Notes. Neither the Issuers nor the Trustee shall be responsible for the selection or use of such numbers, nor is any representation made as to their correctness.
EXHIBIT B
FORM OF OFFICERS' CERTIFICATE
Partial Redemption of 7.50% Senior Unsecured Notes due October 15, 2028
OFFICERS' CERTIFICATE Pursuant to Section 3.07 of the Indenture
Date: May 15, 2025
To: Northgate Trust Company, N.A., as Trustee
Re: Partial Redemption of $450,000,000 Aggregate Principal Amount of 7.50% Senior Unsecured Notes due October 15, 2028
Ladies and Gentlemen:
Reference is hereby made to the Indenture, dated as of October 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the guarantors party thereto, and Northgate Trust Company, N.A., as Trustee (the "Trustee"), governing the Issuers' 7.50% Senior Unsecured Notes due October 15, 2028 (the "Notes").
The undersigned, Marcus Ellingham and Deepa Rajaram, being the Chief Executive Officer and Chief Financial Officer, respectively, of Dunmore Energy Holdings Ltd., hereby certify, pursuant to Section 3.07 of the Indenture and in connection with the partial redemption of the Notes contemplated by the Payoff Letter dated as of the date hereof (the "Payoff Letter"), as follows:
(i) Amount of Partial Redemption. The Issuers hereby direct the Trustee to effect the partial optional redemption of $450,000,000 aggregate principal amount of Notes on May 15, 2025 (the "Redemption Date"), at the Applicable Redemption Price of 103.750% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
(ii) Source of Funds. The funds to be applied to the payment of the Redemption Price for the Notes being redeemed are derived from the net proceeds of the offering by the Issuers of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "New Notes"), which closed on the date hereof.
(iii) Compliance with Optional Redemption Provisions. The partial redemption of the Notes contemplated hereby is being effected in compliance with all applicable provisions of the Indenture, including without limitation Sections 3.03, 3.04, 3.05, 3.06, and 3.07 thereof. The Issuers have delivered the requisite notice of redemption to holders of the Notes not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date, in accordance with Section 3.03 of the Indenture.
(iv) No Event of Default. No Event of Default (as defined in the Indenture) has occurred and is continuing under the Indenture, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Indenture. The consummation of the partial redemption contemplated hereby will not result in an Event of Default under the Indenture.
The Trustee is hereby authorized and directed to apply the funds received in connection with the Payoff Letter in accordance with the terms thereof and the Indenture and to take all actions necessary or appropriate to effectuate the partial redemption, including without limitation the cancellation of $450,000,000 aggregate principal amount of Notes and the adjustment of the global note balance held through The Depository Trust Company.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
Date: May 15, 2025
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Date: May 15, 2025
DISTRIBUTION LIST
cc:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Jennifer Kwon; Eric Johannsen
Whitfield Baxter & Cohn LLP 51 West 52nd Street New York, New York 10019
Attention: Harrison Cates
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, New York 10179
Attention: Thomas Whitford; Simone Achterberg
Clarion Securities Inc. One Financial Center Boston, Massachusetts 02111
Attention: Derek Holmgren
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, New York 10282
Attention: Julia Song
Component | Amount
(a) Principal Amount of Existing Notes Being Redeemed | $450,000,000.00
(b) Applicable Redemption Premium (3.750%) | $16,875,000.00
(c) Accrued and Unpaid Interest (April 15, 2025 through May 14, 2025) | $2,812,500.00
Total Payoff Amount | $469,687,500.00

NORTHGATE TRUST COMPANY, N.A. Corporate Trust Office 100 Wall Street, Suite 1600 New York, New York 10005

ACKNOWLEDGMENT AND AGREEMENT

EXHIBIT A

FORM OF NOTICE OF PARTIAL REDEMPTION

NOTICE OF PARTIAL REDEMPTION

CUSIP / ISIN:

CUSIP: 265894 AB 7 ISIN: US265894AB71

EXHIBIT B

FORM OF OFFICERS' CERTIFICATE

DUNMORE ENERGY HOLDINGS LTD.

DISTRIBUTION LIST

Record

Parties

Dates

Amounts