CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
425 Lexington Avenue New York, New York 10017
UCC-1 FINANCING STATEMENT FILING PACKAGE
State of Delaware — Department of State
Division of Corporations
Transaction: $850,000,000 9.375% Senior Secured Notes due 2032
Client: Dunmore Energy Holdings Ltd.
Matter No.: 1016-00003
Date of Preparation: May 14, 2025
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
FILING PACKAGE TRANSMITTAL MEMORANDUM
May 14, 2025
TO: Filing Agent — Ashgrove Services Inc. 28 Liberty Street New York, New York 10005
FROM: Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
RE: UCC-1 Financing Statement Filing Package — Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
MATTER NO.: 1016-00003
CLIENT: Dunmore Energy Holdings Ltd.
This memorandum transmits the enclosed UCC-1 Financing Statement Filing Package prepared by Calderwood & Harkness LLP in connection with the above-referenced transaction. The filing package has been prepared for filing with the State of Delaware, Department of State, Division of Corporations, located at the John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901.
Transaction Overview. This filing package is being prepared in connection with the issuance by Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer," and together with the Issuer, the "Issuers"), of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being issued pursuant to an Indenture dated as of May 15, 2025 (the "Indenture"), among the Issuers, the guarantors party thereto (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Collateral Agent").
Purpose of Filing. The purpose of the enclosed UCC-1 Financing Statements is to perfect the security interests granted by the Co-Issuer and the U.S. Guarantors under the Collateral Agreement (U.S.) — Pledge and Security Agreement (the "U.S. Collateral Agreement"), dated as of May 15, 2025, among the Issuers, the U.S. Guarantors (as defined below), and Northgate Trust Company, N.A., as Collateral Agent. The U.S. Collateral Agreement grants security interests in substantially all assets of the Co-Issuer and the U.S. Guarantors to secure the obligations of the Issuers and the Guarantors under the Indenture and the Notes. Perfection of these security interests through the filing of UCC-1 Financing Statements with the Delaware Secretary of State is a condition precedent to the closing of the Notes offering on the Closing Date of May 15, 2025.
Filing Package Contents. This filing package contains four (4) UCC-1 Financing Statements, each prepared on the standard Delaware UCC-1 form (UCC Financing Statement, Form UCC1, revised 04/20/11, in the format prescribed by the International Association of Commercial Administrators) for filing with the Delaware Secretary of State. The four debtors covered by these filings are as follows:
UCC-1 No. 1 — Dunmore upstream Finance Corp. (Co-Issuer)
UCC-1 No. 2 — Dunmore Gulf Operations LLC (U.S. Guarantor)
UCC-1 No. 3 — Dunmore Renewables LLC (U.S. Guarantor)
UCC-1 No. 4 — Dunmore Midstream Holdings Inc. (U.S. Guarantor)
Each of the foregoing entities is organized under the laws of the State of Delaware and, accordingly, the proper filing jurisdiction for UCC-1 Financing Statements with respect to each such entity is the State of Delaware pursuant to Section 9-301(1) of the Uniform Commercial Code as adopted in Delaware (6 Del. C. § 9-301(1)), which provides that the law of the jurisdiction of organization of the debtor governs perfection of a security interest by filing.
Reference to Intercreditor Agreement. The liens being perfected pursuant to the enclosed UCC-1 Financing Statements are subject to the terms and conditions of the Intercreditor Agreement dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as administrative agent under the ABL Credit Agreement and as "ABL Agent"), the Issuers, and the Guarantors. Under the Intercreditor Agreement, the parties have agreed to the following priority allocation with respect to the collateral subject to these filings:
(a) Notes Priority Collateral — consisting of property, plant, and equipment ("PP&E"), equity interests in subsidiaries, intellectual property, and material contracts (including hydrocarbon offtake contracts, joint operating agreements, power purchase agreements, pipeline transportation agreements, and similar agreements) — is subject to a first-priority lien in favor of the Collateral Agent for the benefit of the Noteholders, with the ABL Agent holding a junior lien thereon.
(b) ABL Priority Collateral — consisting of accounts receivable, inventory, and deposit accounts — is subject to a first-priority lien in favor of Velthorn National Bank, N.A. as ABL Agent under the $750,000,000 ABL revolving credit facility (the "ABL Facility"), with the Collateral Agent holding a junior lien thereon for the benefit of the Noteholders.
The enclosed collateral descriptions reflect the grant of security interests in all categories of personal property of each debtor, as set forth in the U.S. Collateral Agreement, without distinguishing between Notes Priority Collateral and ABL Priority Collateral. The relative priority of liens is governed solely by the Intercreditor Agreement and is not determined by the order of filing or the terms of the UCC-1 Financing Statements themselves.
Preparation and Supervision. This filing package was prepared by Claire Dempsey, Working Associate, under the supervision of Eric Johannsen, Lead Associate, and Jennifer Kwon, Responsible Partner, of the Structured Finance and Capital Markets practice group of Calderwood & Harkness LLP.
FILING INSTRUCTIONS MEMORANDUM
May 14, 2025
TO: Ashgrove Services Inc. — Filing Department 28 Liberty Street New York, New York 10005
FROM: Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
RE: Filing Instructions — UCC-1 Financing Statements — Delaware Secretary of State Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
MATTER NO.: 1016-00003
Please file the enclosed four (4) UCC-1 Financing Statements with the Delaware Secretary of State, Division of Corporations, in accordance with the following instructions:
1. Filing Jurisdiction and Office. Each of the four enclosed UCC-1 Financing Statements is to be filed with the Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. All four statements are to be filed under the Uniform Commercial Code filing system maintained by the Delaware Secretary of State pursuant to 6 Del. C. Article 9.
2. Filing Fees. The standard Delaware UCC filing fee is applicable to each financing statement. Please advance the applicable filing fees for all four statements and submit an invoice to Calderwood & Harkness LLP, Attention: Accounts Payable, 425 Lexington Avenue, New York, New York 10017, referencing Matter No. 1016-00003.
3. Timing — Expedited Filing. These filings are time-sensitive. The Closing Date for the Notes offering is May 15, 2025. Each UCC-1 Financing Statement must be filed on or before the Closing Date. Please arrange for expedited filing to ensure that each statement is accepted and processed by the Delaware Secretary of State no later than the close of business on May 15, 2025. If same-day or next-day expedited filing services are available from the Delaware Secretary of State, please utilize such services. Any additional expedited filing fees should be charged to Matter No. 1016-00003.
4. Certified File-Stamped Copies. Please request and obtain certified file-stamped copies of each filed UCC-1 Financing Statement from the Delaware Secretary of State. We require two (2) certified file-stamped copies of each statement — one for the closing binder to be maintained by Calderwood & Harkness LLP and one for delivery to the Collateral Agent. Please also obtain acknowledgment copies reflecting the filing date, filing number, and filing officer information for each statement.
5. Filing Confirmations. Upon receipt of filing confirmation from the Delaware Secretary of State, including file stamp numbers and filing dates, please promptly transmit such confirmations to the following persons:
(a) Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Eric Johannsen, Lead Associate
Attention: Claire Dempsey, Working Associate
Telephone: (212) 558-4000
Email: ejohanssen@calderwoodharkness.com; cdempsey@calderwoodharkness.com
Reference: Matter No. 1016-00003
(b) Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005
Attention: William Kerrigan, Vice President — Corporate Trust
Telephone: (212) 720-5500
Email: william.kerrigan@northgatetrust.com
6. Cross-Reference to Master Closing Checklist. These UCC filings correspond to Item 14(a) of the Master Closing Checklist for the Notes offering, which requires delivery of evidence of the filing of UCC-1 Financing Statements with respect to each U.S. Debtor as a condition to closing. Upon receipt of filing confirmations, please confirm completion of this checklist item with the undersigned.
7. Document Retention. Please retain copies of all filed UCC-1 Financing Statements, filing receipts, and certified file-stamped copies in your records for a period of not less than seven (7) years from the filing date, or such longer period as may be required by applicable document retention policies.
8. Non-U.S. Security Filings — Not Covered. Please note that corresponding security filings for the Issuers and Guarantors organized in jurisdictions other than the State of Delaware are being addressed through separate security filings under applicable local law and are not included in this filing package. Specifically:
(a) Dunmore Energy Holdings Ltd. (Cayman Islands exempted company) — Security interests in the Issuer's assets are being perfected through a Cayman Islands law charge over shares and an assignment of intercompany receivables, to be registered at the Cayman Islands Registrar of Companies.
(b) Dunmore Nigeria E&P Ltd. (Nigeria) — Security interests are being perfected through a Nigerian law debenture and registration of charges with the Corporate Affairs Commission of Nigeria and, to the extent applicable, the relevant state lands registries.
(c) Dunmore Trading Ltd. (England & Wales) — Security interests are being perfected through an English law debenture, with registration of charges at Companies House (England & Wales) pursuant to Part 25 of the Companies Act 2006.
(d) Dunmore Senegal S.A. (Republic of Senegal) — Security interests are being perfected through a nantissement (pledge of business assets) under the OHADA Uniform Act on Security Interests, to be registered at the Registre du Commerce et du Crédit Mobilier (Trade and Personal Property Credit Register) maintained at the Tribunal Régional Hors Classe de Dakar.
Each of the foregoing non-U.S. security filings is being coordinated by Calderwood & Harkness LLP with local counsel in the relevant jurisdiction and is addressed under separate cover.
9. Questions. If you have any questions regarding these filing instructions or the enclosed financing statements, please contact Eric Johannsen or Claire Dempsey at Calderwood & Harkness LLP at (212) 558-4000.
UCC-1 FINANCING STATEMENT NO. 1
DUNMORE UPSTREAM FINANCE CORP. (Debtor)
Filed with the Delaware Secretary of State Division of Corporations
UCC FINANCING STATEMENT — FORM UCC1
Filing Office Copy
The undersigned hereby presents this Financing Statement for filing pursuant to the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. Article 9).
Block 1 — DEBTOR INFORMATION
1a. Organization's Name: Dunmore upstream Finance Corp.
1b. Mailing Address: 2900 Post Oak Boulevard, Suite 3100
1c. City: Houston
1d. State: TX
1e. Zip Code: 77056
1f. Country: United States
Block 2 — ADDITIONAL DEBTOR
Not Applicable. There is no additional debtor for this financing statement.
Block 3 — SECURED PARTY INFORMATION
3a. Organization's Name: Northgate Trust Company, N.A., as Collateral Agent
3b. Mailing Address: 100 Wall Street, Suite 1600
3c. City: New York
3d. State: NY
3e. Zip Code: 10005
3f. Country: United States
Block 4 — COLLATERAL DESCRIPTION
This financing statement covers all assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including but not limited to all of the following:
(a) All equity interests in each subsidiary of the Debtor, including without limitation all certificated and uncertificated securities, partnership interests, membership interests, limited liability company interests, and all dividends, distributions, cash, instruments, and other rights, property, or proceeds received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all warrants, options, or other rights to acquire any of the foregoing;
(b) All accounts (as defined in 6 Del. C. § 9-102(a)(2)), including without limitation all intercompany receivables and all rights to payment arising from the sale, lease, license, assignment, or other disposition of any property of the Debtor;
(c) All chattel paper (as defined in 6 Del. C. § 9-102(a)(11)), including all tangible chattel paper and all electronic chattel paper;
(d) All deposit accounts (as defined in 6 Del. C. § 9-102(a)(29)), including all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any banking institution;
(e) All documents (as defined in 6 Del. C. § 9-102(a)(30)), including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(f) All equipment (as defined in 6 Del. C. § 9-102(a)(33)), including all machinery, vehicles, furniture, furnishings, fixtures (to the extent constituting personal property under applicable law), tools, parts, supplies, and all other tangible personal property of the Debtor that constitutes equipment;
(g) All fixtures (as defined in 6 Del. C. § 9-102(a)(41));
(h) All general intangibles (as defined in 6 Del. C. § 9-102(a)(42)), including without limitation all payment intangibles and software, and all rights under contracts, permits, licenses, franchises, customer lists, goodwill, and other intangible property of the Debtor;
(i) All goods (as defined in 6 Del. C. § 9-102(a)(44));
(j) All instruments (as defined in 6 Del. C. § 9-102(a)(47)), including all promissory notes, drafts, checks, and other negotiable instruments and non-negotiable instruments;
(k) All intellectual property, including without limitation all patents, patent applications, and patent rights; all trademarks, trademark applications, trademark registrations, service marks, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright applications, and copyright registrations; all trade secrets, proprietary information, and know-how; and all licenses, sublicenses, and agreements relating to any of the foregoing;
(l) All inventory (as defined in 6 Del. C. § 9-102(a)(48)), including without limitation all raw materials, work-in-process, finished goods, and materials used or consumed in the Debtor's business;
(m) All investment property (as defined in 6 Del. C. § 9-102(a)(49)), including all securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts;
(n) All letter-of-credit rights (as defined in 6 Del. C. § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing;
(o) All material contracts, including without limitation all hydrocarbon offtake contracts, joint operating agreements, farm-in agreements, farm-out agreements, operating agreements, and any and all other contracts material to the business of the Debtor;
(p) All commercial tort claims, to the extent described in the U.S. Collateral Agreement or any supplement thereto delivered by the Debtor to the Collateral Agent pursuant to Section 5.05 of the U.S. Collateral Agreement;
(q) All supporting obligations (as defined in 6 Del. C. § 9-102(a)(77)), including all letters of credit, guarantees, suretyship agreements, and other credit support arrangements supporting or securing any of the foregoing;
(r) All insurance proceeds and rights to payment under insurance policies maintained by or on behalf of the Debtor, including without limitation all property insurance, casualty insurance, liability insurance, and business-interruption insurance;
(s) All books and records of the Debtor relating to any and all of the foregoing, including all computer programs, computer files, databases, printed records, and other media containing information pertaining to the foregoing collateral; and
(t) All proceeds (as defined in 6 Del. C. § 9-102(a)(64)) and products of any and all of the foregoing, in whatever form, including without limitation all cash and non-cash proceeds, insurance proceeds, and all additions, accessions, substitutions, and replacements of and to any of the foregoing.
Intercreditor Priority Allocation Note: The collateral described in this Block 4 is subject to the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors. With respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts), the security interest of the Collateral Agent perfected by this financing statement is junior and subordinate to the security interest of Velthorn National Bank, N.A. as ABL Agent. With respect to Notes Priority Collateral (including PP&E, equity interests, intellectual property, and material contracts), the security interest of the Collateral Agent perfected by this financing statement constitutes a first-priority lien, subject only to Permitted Liens as defined in the Indenture.
Block 5 — ADDITIONAL INFORMATION
5a. This Financing Statement covers the types or items of collateral described in Block 4 above.
5b. Debtor is a Transmitting Utility:  NOT CHECKED
5c. This Financing Statement is filed as a Fixture Filing:  NOT CHECKED
Block 6 — DEBTOR ORGANIZATIONAL INFORMATION (ADDENDUM)
6a. Type of Organization: Corporation
6b. Jurisdiction of Organization: Delaware
6c. Organizational Identification Number: [Delaware file number to be inserted upon confirmation from Secretary of State records]
Federal Employer Identification Number (EIN): 93-4728106
Block 7 — AUTHORIZATION
The Debtor has authorized the filing of this Financing Statement. The Secured Party is authorized to file this Financing Statement without the signature of the Debtor pursuant to 6 Del. C. § 9-509(b), as the U.S. Collateral Agreement, dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, constitutes a security agreement that authorizes the filing of this Financing Statement. No separate debtor signature is required.
The U.S. Collateral Agreement provides in Section 3.05 thereof that the Debtor authorizes the Collateral Agent to file one or more UCC financing statements (and any amendments, continuations, or termination statements with respect thereto) naming the Debtor as debtor and the Collateral Agent as secured party, in such form as the Collateral Agent may determine is necessary or appropriate to perfect the security interests granted thereunder, without the signature of the Debtor.
UCC-1 FINANCING STATEMENT NO. 2
DUNMORE GULF OPERATIONS LLC (Debtor)
Filed with the Delaware Secretary of State Division of Corporations
UCC FINANCING STATEMENT — FORM UCC1
Filing Office Copy
The undersigned hereby presents this Financing Statement for filing pursuant to the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. Article 9).
Block 1 — DEBTOR INFORMATION
1a. Organization's Name: Dunmore Gulf Operations LLC
1b. Mailing Address: 2900 Post Oak Boulevard, Suite 3100
1c. City: Houston
1d. State: TX
1e. Zip Code: 77056
1f. Country: United States
Block 2 — ADDITIONAL DEBTOR
Not Applicable. There is no additional debtor for this financing statement.
Block 3 — SECURED PARTY INFORMATION
3a. Organization's Name: Northgate Trust Company, N.A., as Collateral Agent
3b. Mailing Address: 100 Wall Street, Suite 1600
3c. City: New York
3d. State: NY
3e. Zip Code: 10005
3f. Country: United States
Block 4 — COLLATERAL DESCRIPTION
This financing statement covers all assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including but not limited to all of the following:
(a) All equity interests held by the Debtor in any subsidiary, including without limitation all certificated and uncertificated securities, partnership interests, membership interests, limited liability company interests, and all dividends, distributions, cash, instruments, and other rights, property, or proceeds received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all warrants, options, or other rights to acquire any of the foregoing;
(b) All accounts (as defined in 6 Del. C. § 9-102(a)(2)), including without limitation all intercompany receivables and all rights to payment arising from the sale, lease, license, assignment, or other disposition of any property of the Debtor, including receivables arising from the sale of extracted hydrocarbons;
(c) All chattel paper (as defined in 6 Del. C. § 9-102(a)(11)), including all tangible chattel paper and all electronic chattel paper;
(d) All deposit accounts (as defined in 6 Del. C. § 9-102(a)(29)), including all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any banking institution;
(e) All documents (as defined in 6 Del. C. § 9-102(a)(30)), including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(f) All equipment (as defined in 6 Del. C. § 9-102(a)(33)), including without limitation all oil and gas production equipment, drilling equipment, subsea infrastructure (including subsea trees, manifolds, jumpers, flowlines, umbilicals, and risers), production platforms, floating production storage and offloading units (FPSOs) and related equipment, topside equipment, processing equipment, separation equipment, compression equipment, and all other tangible personal property located in, associated with, or used in connection with the Debtor's deepwater leases in Green Canyon and Garden Banks areas of the Gulf of Mexico, and all other equipment of the Debtor wherever located;
(g) All fixtures (as defined in 6 Del. C. § 9-102(a)(41));
(h) All general intangibles (as defined in 6 Del. C. § 9-102(a)(42)), including without limitation all payment intangibles and software, and all rights under federal oil and gas leases issued by the Bureau of Ocean Energy Management (BOEM) (to the extent such rights constitute general intangibles under the Uniform Commercial Code), all rights under unitization agreements, and all other contract rights, permits, licenses, franchises, customer lists, goodwill, and other intangible property of the Debtor;
(i) All goods (as defined in 6 Del. C. § 9-102(a)(44));
(j) All instruments (as defined in 6 Del. C. § 9-102(a)(47)), including all promissory notes, drafts, checks, and other negotiable instruments and non-negotiable instruments;
(k) All intellectual property, including without limitation all patents, patent applications, and patent rights; all trademarks, trademark applications, trademark registrations, service marks, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright applications, and copyright registrations; all trade secrets, proprietary information, and know-how; and all licenses, sublicenses, and agreements relating to any of the foregoing;
(l) All inventory (as defined in 6 Del. C. § 9-102(a)(48)), including without limitation all extracted hydrocarbons, crude oil, condensate, natural gas liquids, and other petroleum products held in storage or in transit, and all raw materials, work-in-process, finished goods, and materials used or consumed in the Debtor's business;
(m) All investment property (as defined in 6 Del. C. § 9-102(a)(49)), including all securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts;
(n) All letter-of-credit rights (as defined in 6 Del. C. § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing;
(o) All material contracts, including without limitation all hydrocarbon offtake contracts, joint operating agreements, farm-in agreements, farm-out agreements, pipeline transportation agreements, crude oil purchase and sale agreements, gas processing agreements, and any and all other contracts material to the business of the Debtor, including contracts relating to the Debtor's Gulf of Mexico operations;
(p) All commercial tort claims, to the extent described in the U.S. Collateral Agreement or any supplement thereto delivered by the Debtor to the Collateral Agent pursuant to Section 5.05 of the U.S. Collateral Agreement;
(q) All supporting obligations (as defined in 6 Del. C. § 9-102(a)(77)), including all letters of credit, guarantees, suretyship agreements, and other credit support arrangements supporting or securing any of the foregoing;
(r) All insurance proceeds and rights to payment under insurance policies maintained by or on behalf of the Debtor, including without limitation all property insurance, casualty insurance, liability insurance, business-interruption insurance, operator's extra expense insurance, control-of-well insurance, and environmental liability insurance, and all proceeds thereof;
(s) All books and records of the Debtor relating to any and all of the foregoing, including all computer programs, computer files, databases, printed records, and other media containing information pertaining to the foregoing collateral; and
(t) All proceeds (as defined in 6 Del. C. § 9-102(a)(64)) and products of any and all of the foregoing, in whatever form, including without limitation all cash and non-cash proceeds, insurance proceeds, and all additions, accessions, substitutions, and replacements of and to any of the foregoing.
Intercreditor Priority Allocation Note: The collateral described in this Block 4 is subject to the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors. With respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts), the security interest of the Collateral Agent perfected by this financing statement is junior and subordinate to the security interest of Velthorn National Bank, N.A. as ABL Agent. With respect to Notes Priority Collateral (including PP&E, equity interests, intellectual property, and material contracts), the security interest of the Collateral Agent perfected by this financing statement constitutes a first-priority lien, subject only to Permitted Liens as defined in the Indenture.
Block 5 — ADDITIONAL INFORMATION
5a. This Financing Statement covers the types or items of collateral described in Block 4 above.
5b. Debtor is a Transmitting Utility:  NOT CHECKED
5c. This Financing Statement is filed as a Fixture Filing:  NOT CHECKED
Block 6 — DEBTOR ORGANIZATIONAL INFORMATION (ADDENDUM)
6a. Type of Organization: Limited Liability Company
6b. Jurisdiction of Organization: Delaware
6c. Organizational Identification Number: [Delaware file number to be confirmed upon review of Secretary of State records]
Block 7 — AUTHORIZATION
The Debtor has authorized the filing of this Financing Statement. The Secured Party is authorized to file this Financing Statement without the signature of the Debtor pursuant to 6 Del. C. § 9-509(b), as the U.S. Collateral Agreement, dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, constitutes a security agreement that authorizes the filing of this Financing Statement. No separate debtor signature is required.
The U.S. Collateral Agreement provides in Section 3.05 thereof that the Debtor authorizes the Collateral Agent to file one or more UCC financing statements (and any amendments, continuations, or termination statements with respect thereto) naming the Debtor as debtor and the Collateral Agent as secured party, in such form as the Collateral Agent may determine is necessary or appropriate to perfect the security interests granted thereunder, without the signature of the Debtor.
UCC-1 FINANCING STATEMENT NO. 3
DUNMORE RENEWABLES LLC (Debtor)
Filed with the Delaware Secretary of State Division of Corporations
UCC FINANCING STATEMENT — FORM UCC1
Filing Office Copy
The undersigned hereby presents this Financing Statement for filing pursuant to the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. Article 9).
Block 1 — DEBTOR INFORMATION
1a. Organization's Name: Dunmore Renewables LLC
1b. Mailing Address: 2900 Post Oak Boulevard, Suite 3100
1c. City: Houston
1d. State: TX
1e. Zip Code: 77056
1f. Country: United States
Block 2 — ADDITIONAL DEBTOR
Not Applicable. There is no additional debtor for this financing statement.
Block 3 — SECURED PARTY INFORMATION
3a. Organization's Name: Northgate Trust Company, N.A., as Collateral Agent
3b. Mailing Address: 100 Wall Street, Suite 1600
3c. City: New York
3d. State: NY
3e. Zip Code: 10005
3f. Country: United States
Block 4 — COLLATERAL DESCRIPTION
This financing statement covers all assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including but not limited to all of the following:
(a) All equity interests held by the Debtor in any subsidiary, including without limitation all certificated and uncertificated securities, partnership interests, membership interests, limited liability company interests, and all dividends, distributions, cash, instruments, and other rights, property, or proceeds received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all warrants, options, or other rights to acquire any of the foregoing;
(b) All accounts (as defined in 6 Del. C. § 9-102(a)(2)), including without limitation all intercompany receivables and all rights to payment arising from the sale, lease, license, assignment, or other disposition of any property of the Debtor, including receivables arising from the sale of electricity and renewable energy certificates;
(c) All chattel paper (as defined in 6 Del. C. § 9-102(a)(11)), including all tangible chattel paper and all electronic chattel paper;
(d) All deposit accounts (as defined in 6 Del. C. § 9-102(a)(29)), including all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any banking institution;
(e) All documents (as defined in 6 Del. C. § 9-102(a)(30)), including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(f) All equipment (as defined in 6 Del. C. § 9-102(a)(33)), including without limitation all solar photovoltaic panels, crystalline silicon and thin-film modules, inverters (string inverters and central inverters), transformers (step-up transformers, pad-mounted transformers, and substation transformers), racking systems and mounting structures (including fixed-tilt and single-axis tracker systems), battery energy storage systems (BESS) and associated battery management systems, power conversion systems, switchgear, cabling, conduit, combiner boxes, monitoring systems, meteorological stations, supervisory control and data acquisition (SCADA) systems, and all other tangible personal property associated with the Debtor's 220 MW (AC) solar photovoltaic generation portfolio located in West Texas, and all other equipment of the Debtor wherever located;
(g) All fixtures (as defined in 6 Del. C. § 9-102(a)(41)), including without limitation all solar photovoltaic installations, racking systems, inverter pads, transformer pads, battery storage enclosures, and other equipment constituting fixtures on real property, to the extent such fixtures are covered by this filing as personal property collateral under Article 9 of the Uniform Commercial Code;
(h) All general intangibles (as defined in 6 Del. C. § 9-102(a)(42)), including without limitation all payment intangibles and software, and all rights under power purchase agreements, renewable energy certificates (RECs), capacity credits, ancillary services agreements, interconnection agreements (including Large Generator Interconnection Agreements with the Electric Reliability Council of Texas (ERCOT) or applicable transmission service providers), and all other contract rights, permits (including conditional use permits, building permits, and environmental permits), licenses, franchises, goodwill, and other intangible property of the Debtor;
(i) All goods (as defined in 6 Del. C. § 9-102(a)(44));
(j) All instruments (as defined in 6 Del. C. § 9-102(a)(47)), including all promissory notes, drafts, checks, and other negotiable instruments and non-negotiable instruments;
(k) All intellectual property, including without limitation all patents, patent applications, and patent rights; all trademarks, trademark applications, trademark registrations, service marks, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright applications, and copyright registrations; all trade secrets, proprietary information, and know-how; and all licenses, sublicenses, and agreements relating to any of the foregoing;
(l) All inventory (as defined in 6 Del. C. § 9-102(a)(48)), including without limitation all spare parts, replacement modules, replacement inverters, and materials used or consumed in the operation and maintenance of the Debtor's solar generation facilities;
(m) All investment property (as defined in 6 Del. C. § 9-102(a)(49)), including all securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts;
(n) All letter-of-credit rights (as defined in 6 Del. C. § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing;
(o) All material contracts, including without limitation all power purchase agreements (PPAs), equipment supply contracts (including engineering, procurement, and construction (EPC) contracts), operations and maintenance (O&M) agreements, asset management agreements, land lease agreements, surface use agreements, easements, rights-of-way, and any and all other contracts material to the business of the Debtor, including contracts relating to the Debtor's West Texas solar portfolio;
(p) All commercial tort claims, to the extent described in the U.S. Collateral Agreement or any supplement thereto delivered by the Debtor to the Collateral Agent pursuant to Section 5.05 of the U.S. Collateral Agreement;
(q) All supporting obligations (as defined in 6 Del. C. § 9-102(a)(77)), including all letters of credit, guarantees, suretyship agreements, performance bonds, and other credit support arrangements supporting or securing any of the foregoing;
(r) All insurance proceeds and rights to payment under insurance policies maintained by or on behalf of the Debtor, including without limitation all property insurance, casualty insurance, liability insurance, business-interruption insurance, and builder's risk insurance, and all proceeds thereof;
(s) All books and records of the Debtor relating to any and all of the foregoing, including all computer programs, computer files, databases, printed records, and other media containing information pertaining to the foregoing collateral; and
(t) All proceeds (as defined in 6 Del. C. § 9-102(a)(64)) and products of any and all of the foregoing, in whatever form, including without limitation all cash and non-cash proceeds, insurance proceeds, and all additions, accessions, substitutions, and replacements of and to any of the foregoing.
Intercreditor Priority Allocation Note: The collateral described in this Block 4 is subject to the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors. With respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts), the security interest of the Collateral Agent perfected by this financing statement is junior and subordinate to the security interest of Velthorn National Bank, N.A. as ABL Agent. With respect to Notes Priority Collateral (including PP&E, equity interests, intellectual property, and material contracts), the security interest of the Collateral Agent perfected by this financing statement constitutes a first-priority lien, subject only to Permitted Liens as defined in the Indenture.
Block 5 — ADDITIONAL INFORMATION
5a. This Financing Statement covers the types or items of collateral described in Block 4 above.
5b. Debtor is a Transmitting Utility:  NOT CHECKED
5c. This Financing Statement is filed as a Fixture Filing:  NOT CHECKED
Block 6 — DEBTOR ORGANIZATIONAL INFORMATION (ADDENDUM)
6a. Type of Organization: Limited Liability Company
6b. Jurisdiction of Organization: Delaware
6c. Organizational Identification Number: [Delaware file number to be confirmed upon review of Secretary of State records]
Block 7 — AUTHORIZATION
The Debtor has authorized the filing of this Financing Statement. The Secured Party is authorized to file this Financing Statement without the signature of the Debtor pursuant to 6 Del. C. § 9-509(b), as the U.S. Collateral Agreement, dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, constitutes a security agreement that authorizes the filing of this Financing Statement. No separate debtor signature is required.
The U.S. Collateral Agreement provides in Section 3.05 thereof that the Debtor authorizes the Collateral Agent to file one or more UCC financing statements (and any amendments, continuations, or termination statements with respect thereto) naming the Debtor as debtor and the Collateral Agent as secured party, in such form as the Collateral Agent may determine is necessary or appropriate to perfect the security interests granted thereunder, without the signature of the Debtor.
UCC-1 FINANCING STATEMENT NO. 4
DUNMORE MIDSTREAM HOLDINGS INC. (Debtor)
Filed with the Delaware Secretary of State Division of Corporations
UCC FINANCING STATEMENT — FORM UCC1
Filing Office Copy
The undersigned hereby presents this Financing Statement for filing pursuant to the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. Article 9).
Block 1 — DEBTOR INFORMATION
1a. Organization's Name: Dunmore Midstream Holdings Inc.
1b. Mailing Address: 2900 Post Oak Boulevard, Suite 3100
1c. City: Houston
1d. State: TX
1e. Zip Code: 77056
1f. Country: United States
Block 2 — ADDITIONAL DEBTOR
Not Applicable. There is no additional debtor for this financing statement.
Block 3 — SECURED PARTY INFORMATION
3a. Organization's Name: Northgate Trust Company, N.A., as Collateral Agent
3b. Mailing Address: 100 Wall Street, Suite 1600
3c. City: New York
3d. State: NY
3e. Zip Code: 10005
3f. Country: United States
Block 4 — COLLATERAL DESCRIPTION
This financing statement covers all assets of the Debtor, whether now owned or hereafter acquired, and wherever located, including but not limited to all of the following:
(a) All equity interests held by the Debtor in any subsidiary, including without limitation all certificated and uncertificated securities, partnership interests, membership interests, limited liability company interests, and all dividends, distributions, cash, instruments, and other rights, property, or proceeds received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all warrants, options, or other rights to acquire any of the foregoing;
(b) All accounts (as defined in 6 Del. C. § 9-102(a)(2)), including without limitation all intercompany receivables and all rights to payment arising from the sale, lease, license, assignment, or other disposition of any property of the Debtor, including receivables arising from gathering, transportation, processing, and storage services;
(c) All chattel paper (as defined in 6 Del. C. § 9-102(a)(11)), including all tangible chattel paper and all electronic chattel paper;
(d) All deposit accounts (as defined in 6 Del. C. § 9-102(a)(29)), including all demand, time, savings, passbook, and similar accounts maintained by the Debtor with any banking institution;
(e) All documents (as defined in 6 Del. C. § 9-102(a)(30)), including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(f) All equipment (as defined in 6 Del. C. § 9-102(a)(33)), including without limitation all pipeline infrastructure (including mainline pipe, lateral connections, pig launchers and receivers, valves, metering stations, and cathodic protection systems), processing plants (including cryogenic processing plants, amine treating units, dehydration units, and fractionation units), compressor stations (including reciprocating and centrifugal compressors, electric motor drives, and associated cooling and lubrication systems), gathering systems, storage facilities (including above-ground storage tanks, underground storage caverns, and natural gas liquids storage), loading and unloading facilities, and all other tangible personal property associated with the Debtor's midstream operations, and all other equipment of the Debtor wherever located;
(g) All fixtures (as defined in 6 Del. C. § 9-102(a)(41));
(h) All general intangibles (as defined in 6 Del. C. § 9-102(a)(42)), including without limitation all payment intangibles and software, and all rights under pipeline transportation agreements, throughput agreements, processing agreements, gathering agreements, rights-of-way, easements, surface use agreements, and all other contract rights, permits (including pipeline construction permits, environmental permits, and Federal Energy Regulatory Commission (FERC) authorizations to the extent applicable), licenses, franchises, goodwill, and other intangible property of the Debtor;
(i) All goods (as defined in 6 Del. C. § 9-102(a)(44));
(j) All instruments (as defined in 6 Del. C. § 9-102(a)(47)), including all promissory notes, drafts, checks, and other negotiable instruments and non-negotiable instruments;
(k) All intellectual property, including without limitation all patents, patent applications, and patent rights; all trademarks, trademark applications, trademark registrations, service marks, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright applications, and copyright registrations; all trade secrets, proprietary information, and know-how; and all licenses, sublicenses, and agreements relating to any of the foregoing;
(l) All inventory (as defined in 6 Del. C. § 9-102(a)(48)), including without limitation all hydrocarbons in pipeline, in processing, or in storage, including crude oil, natural gas, natural gas liquids, condensate, and other petroleum products, and all raw materials, work-in-process, finished goods, spare parts, and materials used or consumed in the Debtor's business;
(m) All investment property (as defined in 6 Del. C. § 9-102(a)(49)), including all securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts;
(n) All letter-of-credit rights (as defined in 6 Del. C. § 9-102(a)(51)), whether or not the letter of credit is evidenced by a writing;
(o) All material contracts, including without limitation all pipeline transportation agreements, throughput commitments, minimum volume commitment agreements, processing agreements, gathering agreements, acreage dedication agreements, and any and all other contracts material to the business of the Debtor;
(p) All commercial tort claims, to the extent described in the U.S. Collateral Agreement or any supplement thereto delivered by the Debtor to the Collateral Agent pursuant to Section 5.05 of the U.S. Collateral Agreement;
(q) All supporting obligations (as defined in 6 Del. C. § 9-102(a)(77)), including all letters of credit, guarantees, suretyship agreements, performance bonds, and other credit support arrangements supporting or securing any of the foregoing;
(r) All insurance proceeds and rights to payment under insurance policies maintained by or on behalf of the Debtor, including without limitation all property insurance, casualty insurance, liability insurance, business-interruption insurance, and environmental liability insurance, and all proceeds thereof;
(s) All books and records of the Debtor relating to any and all of the foregoing, including all computer programs, computer files, databases, printed records, and other media containing information pertaining to the foregoing collateral; and
(t) All proceeds (as defined in 6 Del. C. § 9-102(a)(64)) and products of any and all of the foregoing, in whatever form, including without limitation all cash and non-cash proceeds, insurance proceeds, and all additions, accessions, substitutions, and replacements of and to any of the foregoing.
Intercreditor Priority Allocation Note: The collateral described in this Block 4 is subject to the Intercreditor Agreement dated as of May 15, 2025, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors. With respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts), the security interest of the Collateral Agent perfected by this financing statement is junior and subordinate to the security interest of Velthorn National Bank, N.A. as ABL Agent. With respect to Notes Priority Collateral (including PP&E, equity interests, intellectual property, and material contracts), the security interest of the Collateral Agent perfected by this financing statement constitutes a first-priority lien, subject only to Permitted Liens as defined in the Indenture.
Block 5 — ADDITIONAL INFORMATION
5a. This Financing Statement covers the types or items of collateral described in Block 4 above.
5b. Debtor is a Transmitting Utility:  NOT CHECKED
5c. This Financing Statement is filed as a Fixture Filing:  NOT CHECKED
Block 6 — DEBTOR ORGANIZATIONAL INFORMATION (ADDENDUM)
6a. Type of Organization: Corporation
6b. Jurisdiction of Organization: Delaware
6c. Organizational Identification Number: [Delaware file number to be confirmed upon review of Secretary of State records]
Block 7 — AUTHORIZATION
The Debtor has authorized the filing of this Financing Statement. The Secured Party is authorized to file this Financing Statement without the signature of the Debtor pursuant to 6 Del. C. § 9-509(b), as the U.S. Collateral Agreement, dated as of May 15, 2025, among the Issuers, the U.S. Guarantors, and Northgate Trust Company, N.A., as Collateral Agent, constitutes a security agreement that authorizes the filing of this Financing Statement. No separate debtor signature is required.
The U.S. Collateral Agreement provides in Section 3.05 thereof that the Debtor authorizes the Collateral Agent to file one or more UCC financing statements (and any amendments, continuations, or termination statements with respect thereto) naming the Debtor as debtor and the Collateral Agent as secured party, in such form as the Collateral Agent may determine is necessary or appropriate to perfect the security interests granted thereunder, without the signature of the Debtor.
EXHIBIT A
CROSS-REFERENCE TO U.S. COLLATERAL AGREEMENT
The UCC-1 Financing Statements contained in this filing package are being filed to perfect the security interests granted under the following agreement:
Full Title: Collateral Agreement (U.S.) — Pledge and Security Agreement, dated as of May 15, 2025 (the "U.S. Collateral Agreement"), among:
(a) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, as Issuer;
(b) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware, as Co-Issuer;
(c) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware, as U.S. Guarantor;
(d) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware, as U.S. Guarantor;
(e) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware, as U.S. Guarantor; and
(f) Northgate Trust Company, N.A., a national banking association, as Collateral Agent under the Indenture dated as of May 15, 2025 (the "Indenture") governing the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes").
Governing Law: The U.S. Collateral Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
Summary of Collateral. The U.S. Collateral Agreement grants to the Collateral Agent, for the benefit of the holders of the Notes and the other Secured Parties (as defined in the Indenture), first-priority security interests (subject to Permitted Liens and the Intercreditor Agreement) in substantially all tangible and intangible assets of the Co-Issuer and the U.S. Guarantors, including without limitation:
(a) All equity interests of each subsidiary of the Co-Issuer and the U.S. Guarantors, including all certificated and uncertificated securities, membership interests, partnership interests, and related rights;
(b) Substantially all tangible and intangible assets of the Co-Issuer and each U.S. Guarantor, including equipment, inventory, accounts, general intangibles, intellectual property, investment property, chattel paper, instruments, documents, deposit accounts, letter-of-credit rights, commercial tort claims (to the extent identified), supporting obligations, and goods;
(c) All intercompany receivables owed to the Co-Issuer or any U.S. Guarantor by any other member of the Dunmore group of companies;
(d) All material hydrocarbon offtake contracts, including crude oil purchase and sale agreements, natural gas sales agreements, pipeline transportation agreements, power purchase agreements, and related commercial agreements;
(e) All rights to receive insurance proceeds under property, casualty, liability, and business-interruption insurance policies maintained by or on behalf of the Co-Issuer and the U.S. Guarantors, to the extent assigned or assignable under the U.S. Collateral Agreement; and
(f) All proceeds and products of any and all of the foregoing.
Intercreditor Agreement. The security interests granted under the U.S. Collateral Agreement, and perfected by the UCC-1 Financing Statements contained in this filing package, are subject to the terms of the Intercreditor Agreement dated as of May 15, 2025 (the "Intercreditor Agreement"), among:
(a) Northgate Trust Company, N.A., as Notes Collateral Agent (acting on behalf of the holders of the Notes);
(b) Velthorn National Bank, N.A., as administrative agent (in such capacity, the "ABL Agent") under the ABL Credit Agreement dated as of May 15, 2025 (the "ABL Credit Agreement"), providing for a $750,000,000 senior secured revolving credit facility (the "ABL Facility"), of which approximately $470,000,000 is currently drawn as of the date of this filing package;
(c) The Issuers; and
(d) The Guarantors.
Under the Intercreditor Agreement, the collateral has been divided into two categories for purposes of determining lien priority:
(a) ABL Priority Collateral — consisting of accounts receivable, inventory, and deposit accounts. The ABL Agent holds a first-priority lien on ABL Priority Collateral for the benefit of the lenders under the ABL Facility, and the Notes Collateral Agent holds a second-priority (junior) lien thereon for the benefit of the Noteholders.
(b) Notes Priority Collateral — consisting of property, plant, and equipment (PP&E), equity interests in subsidiaries, intellectual property, and material contracts (including hydrocarbon offtake contracts, joint operating agreements, power purchase agreements, pipeline transportation agreements, and similar agreements). The Notes Collateral Agent holds a first-priority lien on Notes Priority Collateral for the benefit of the Noteholders, and the ABL Agent holds a second-priority (junior) lien thereon for the benefit of the lenders under the ABL Facility.
The Intercreditor Agreement governs, among other things, the relative rights of the Notes Collateral Agent and the ABL Agent with respect to the exercise of remedies, the application of proceeds of collateral, the right to receive cure payments, and the terms under which the junior lienholder may exercise rights with respect to shared collateral following a standstill period.
EXHIBIT B
DEBTOR ENTITY SUMMARY TABLE
The following table summarizes the key information for each debtor covered by the UCC-1 Financing Statements contained in this filing package:
Note Regarding Dunmore Energy Holdings Ltd. (Issuer). Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands with its registered office at the offices of Camberwell Group, P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands, is the Issuer of the Notes and a grantor under the U.S. Collateral Agreement. However, Dunmore Energy Holdings Ltd. is not organized under the laws of the State of Delaware and accordingly is not the subject of a Delaware UCC-1 filing in this package. Under Section 9-307 of the Uniform Commercial Code (6 Del. C. § 9-307), the location of a debtor that is an entity organized under the laws of a foreign jurisdiction is generally the District of Columbia if the foreign jurisdiction does not maintain a public filing system for the perfection of non-possessory security interests in personal property. The appropriate UCC-1 filing for Dunmore Energy Holdings Ltd. as debtor, if required, is being addressed separately under a filing with the Office of the Recorder of Deeds, District of Columbia, or as otherwise appropriate under applicable provisions of UCC § 9-307. In addition, security interests in the assets of Dunmore Energy Holdings Ltd. are being perfected under Cayman Islands law through a Cayman Islands law charge over shares and assignment of intercompany receivables, to be registered at the Cayman Islands Registrar of Companies.
Note Regarding Non-U.S. Guarantors. The following entities are Guarantors under the Indenture but are organized in jurisdictions outside the United States. Security interests in the assets of these entities are not subject to perfection by UCC filing and are instead being perfected under applicable local law through separate security filings as follows:
(a) Dunmore Nigeria E&P Ltd. — a company organized under the laws of the Federal Republic of Nigeria. Security interests in the assets of Dunmore Nigeria E&P Ltd. are being perfected through the Collateral Agreement (Nigeria), a Nigerian law debenture, to be registered with the Corporate Affairs Commission of Nigeria pursuant to the Companies and Allied Matters Act 2020 and, to the extent applicable, with the relevant state lands registries in Nigeria.
(b) Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal. Security interests in the assets of Dunmore Senegal S.A. are being perfected through the Collateral Agreement (Senegal), a nantissement (pledge of business assets) under the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) Uniform Act on Security Interests (Acte Uniforme portant Organisation des Sûretés), to be registered at the Registre du Commerce et du Crédit Mobilier (Trade and Personal Property Credit Register) maintained at the Tribunal Régional Hors Classe de Dakar.
(c) Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales. Security interests in the assets of Dunmore Trading Ltd. are being perfected through the Collateral Agreement (England), an English law debenture, to be registered at Companies House (England and Wales) pursuant to Part 25 of the Companies Act 2006 (as amended).
Each of the foregoing non-U.S. security filings is being coordinated by Calderwood & Harkness LLP in conjunction with local counsel in the relevant jurisdiction and is covered under separate transmittal memoranda.
EXHIBIT C
SECURED PARTY CONTACT INFORMATION
AND FILING CONFIRMATION INSTRUCTIONS
Secured Party Information
The Secured Party for all four (4) UCC-1 Financing Statements contained in this filing package is:
Northgate Trust Company, N.A. acting in its capacity as Collateral Agent under the Indenture
Primary Contact: William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005 Telephone: (212) 720-5500 Facsimile: (212) 720-5501
Email: william.kerrigan@northgatetrust.com
Federal Employer Identification Number (EIN): 13-6520098
Filing Confirmation and Delivery Instructions
Upon receipt of filing confirmations and certified file-stamped copies of the UCC-1 Financing Statements from the Delaware Secretary of State, the filing agent (Ashgrove Services Inc.) shall deliver such confirmations and copies to each of the following parties:
1. Calderwood & Harkness LLP
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Eric Johannsen, Lead Associate
Attention: Claire Dempsey, Working Associate
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: ejohanssen@calderwoodharkness.com; cdempsey@calderwoodharkness.com
Matter No.: 1016-00003
Delivery Instructions: Please deliver one (1) certified file-stamped copy of each of the four UCC-1 Financing Statements, together with filing receipts and acknowledgment copies reflecting the filing date, filing number, and filing officer information. These copies will be included in the closing binder for the Notes offering maintained by Calderwood & Harkness LLP. Please also provide electronic scanned copies (PDF format) via email to the addresses listed above.
2. Northgate Trust Company, N.A.
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005
Attention: William Kerrigan, Vice President — Corporate Trust
Telephone: (212) 720-5500 Facsimile: (212) 720-5501
Email: william.kerrigan@northgatetrust.com
Delivery Instructions: Please deliver one (1) certified file-stamped copy of each of the four UCC-1 Financing Statements, together with filing receipts and acknowledgment copies. These copies will be retained by the Collateral Agent in its records as evidence of perfection of the security interests granted under the U.S. Collateral Agreement. Please also provide electronic scanned copies (PDF format) via email to the address listed above.
Additional Notices.  Any notices relating to lapse, continuation, amendment, or termination of the UCC-1 Financing Statements filed pursuant to this package should be directed to Cald