1016-00003 · Client 1016 · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Lexington Avenue New York, NY 10017

Jennifer Kwon Partner, Capital Markets Direct Dial: (212) 558-3274

Email: jkwon@calderwoodharkness.com

April 25, 2025

Mr. Robert Cavanaugh Relationship Manager Velthorn National Bank, N.A. 1111 Fannin Street, Suite 2500 Houston, TX 77002

Re: Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032; Request for ABL Lender Consent and Transmittal of Draft Intercreditor Agreement

Dear Mr. Cavanaugh:

I. Introduction and Engagement Context

Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), in connection with the proposed offering (the "Offering") of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be co-issued by DEH and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation and wholly-owned subsidiary of DEH (EIN 93-4728106, and together with DEH, the "Issuers"). We are writing to you in your capacity as Relationship Manager for the account of DEH at Velthorn National Bank, N.A. ("Velthorn"), acting in its capacity as Administrative Agent under the ABL Facility (as defined below).

The Notes will be offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers (as defined in Rule 144A) and pursuant to Regulation S under the Securities Act to persons who are not U.S. persons (as defined in Regulation S). The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

As you are aware, DEH and its subsidiaries are parties to that certain Credit Agreement, dated as of June 14, 2022, as amended by that certain First Amendment to Credit Agreement, dated as of March 3, 2023, and as further amended by that certain Second Amendment to Credit Agreement, dated as of November 17, 2023 (as so amended, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), providing for a $750,000,000 asset-based revolving credit facility (the "ABL Facility"), under which Velthorn serves as Administrative Agent and Co-Lead Arranger. As of the date hereof, the ABL Facility has $470,000,000 in outstanding borrowings and approximately $258,400,000 in available borrowing base capacity (after giving effect to approximately $21,600,000 in outstanding letters of credit). The ABL Facility matures on June 14, 2028, and borrowings thereunder bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the ABL Credit Agreement) plus an applicable margin of 2.75%. The ABL Facility will not be repaid, terminated, or amended in connection with the Offering.

The purpose of this letter is to (i) provide Velthorn with a summary of the Offering, (ii) formally request Velthorn's consent, in its capacity as Administrative Agent under the ABL Facility, to the incurrence of the Notes and the related security interests, and (iii) transmit for Velthorn's review a draft of the Intercreditor Agreement (as defined herein) that will govern the relative rights and priorities of the ABL lenders and the holders of the Notes with respect to shared and bifurcated collateral.

For reference, Calderwood & Harkness's matter number for this engagement is 1016-00003. We respectfully request that all correspondence, comments, and communications related to the matters addressed in this letter reference this matter number.

II. Summary of the Proposed Notes Offering

Set forth below is a summary of the material terms of the Offering. This summary is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is expected to be distributed on or about April 28, 2025, and the definitive Indenture governing the Notes.

The initial purchaser syndicate for the Offering is comprised as follows:

The Notes have received the following preliminary credit ratings from nationally recognized credit rating agencies:

• Lodestar Ratings International: B2 / Stable Outlook

• Veridian Credit Assessments Inc.: B+ / Stable Outlook

A credit rating is not a recommendation to buy, sell, or hold securities. Each rating should be evaluated independently of any other rating.

The Offering is expected to be priced on or about May 12, 2025, and closing and settlement are anticipated to occur on May 15, 2025 (T+1 following the expected pricing date).

III. Guarantors

The Notes will be guaranteed on a senior secured basis (the "Note Guarantees") by the following direct and indirect subsidiaries of DEH (each, a "Guarantor" and, collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria. Dunmore Nigeria E&P Ltd. is the operator of Oil Mining Leases 47 and 63 (OML 47 and OML 63), located in the Niger Delta region of Nigeria, which together represent a material portion of the Dunmore group's proved and probable hydrocarbon reserves.

2. Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC is the leaseholder and operator of deepwater production assets in the Gulf of Mexico, including working interests in the Green Canyon and Garden Banks protraction areas.

3. Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables LLC owns and operates a diversified solar energy portfolio in West Texas with an aggregate installed capacity of approximately 220 megawatts (MW).

4. Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal S.A. is the operator of the Cayar Offshore Block, a deepwater exploration and production concession located approximately 100 kilometers offshore Dakar, Senegal.

5. Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates pipeline gathering systems and gas processing infrastructure that serve the Dunmore group's upstream operations in the Permian Basin and Eagle Ford Shale.

6. Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the Dunmore group's principal offtake and commodity trading arm, managing the marketing and sale of crude oil, natural gas, and refined products produced by the group's upstream and midstream subsidiaries.

Each Guarantor's Note Guarantee will be a senior secured obligation of such Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, subject to the terms of the Intercreditor Agreement as described in Section VII below.

IV. Use of Proceeds and Impact on Existing Capital Structure

Use of Proceeds. The net proceeds from the Offering, together with cash on hand, are expected to be applied as follows:

(1) Estimated fees and expenses consist of approximately $17,000,000 in gross spread payable to the initial purchasers (representing 2.00% of the par value of the Notes) and approximately $5,500,000 in estimated legal, accounting, rating agency, trustee, printing, and other transaction expenses.

Pro Forma Capital Structure. Set forth below is a summary of the Dunmore group's consolidated capital structure on a pro forma basis after giving effect to the Offering and the application of net proceeds as described above. All figures are presented in U.S. dollars.

(2) Reflects undrawn commitments of $280,000,000 under the $750,000,000 ABL Facility, after giving effect to $470,000,000 in outstanding borrowings and does not include approximately $21,600,000 in outstanding letters of credit, which further reduce availability.

On a pro forma basis, the Dunmore group's key credit metrics are as follows, based on fiscal year 2024 consolidated adjusted EBITDA of $816,000,000 and pro forma cash and cash equivalents of $185,000,000:

• Pro Forma Gross Leverage Ratio: 2.11x ($1,720,000,000 ÷ $816,000,000)

• Pro Forma Net Leverage Ratio: 1.88x (($1,720,000,000 − $185,000,000) ÷ $816,000,000)

We note that the ABL Facility will not be repaid, terminated, or otherwise amended in connection with the Offering. The ABL Facility will remain in place on its existing terms, and no proceeds from the Offering will be used to reduce outstanding borrowings under the ABL Facility. The incurrence of the Notes and the pro forma leverage ratios set forth above are expected to be within the financial covenants contained in the ABL Credit Agreement, as further addressed in Section VI below.

V. Collateral and Security Structure

The Notes will be secured by first-priority security interests (subject to Permitted Liens, as defined in the Indenture) in substantially all of the assets of the Issuers and each Guarantor, other than the ABL Priority Collateral (as defined below). The collateral securing the Notes (the "Notes Priority Collateral") will consist of, among other things:

(a) the equity interests of each Guarantor subsidiary held directly or indirectly by the Issuers;

(b) substantially all tangible and intangible assets of the Issuers and each Guarantor, including real property interests, fixtures, and equipment, but excluding ABL Priority Collateral;

(d) material hydrocarbon offtake contracts, including long-term crude oil sales agreements, gas purchase agreements, and related hedging contracts;

(e) assignments of insurance proceeds with respect to the Notes Priority Collateral;

(f) all property, plant, and equipment ("PP&E") of the Issuers and the Guarantors, including upstream production facilities, midstream infrastructure, and renewable energy assets;

(g) intellectual property, including patents, trademarks, trade names, and proprietary technology; and

(h) all material contracts of the Issuers and the Guarantors (other than those constituting ABL Priority Collateral).

The collateral described above will be subject to a first-priority lien in favor of Northgate Trust Company, N.A. (the "Collateral Agent"), as collateral agent for the benefit of the holders of the Notes, and a second-priority lien in favor of Velthorn, as Administrative Agent under the ABL Facility.

Conversely, the following categories of assets (collectively, the "ABL Priority Collateral") will continue to be subject to a first-priority lien in favor of Velthorn, as Administrative Agent under the ABL Facility, and a second-priority lien in favor of the Collateral Agent for the benefit of the holders of the Notes:

(a) all accounts receivable of the Issuers and the Guarantors;

(b) all inventory of the Issuers and the Guarantors, including crude oil, natural gas, and refined product inventories in storage and in transit;

(d) all proceeds and products of the foregoing.

The bifurcation of collateral priority as between ABL Priority Collateral and Notes Priority Collateral, and the relative rights and remedies of the ABL Agent and the Collateral Agent with respect to such collateral, will be governed by the Intercreditor Agreement, a draft of which is being transmitted herewith as described in Section VII below.

VI. Request for ABL Lender Consent

Pursuant to Section 7.01(b) (Limitation on Indebtedness) and Section 7.03(c) (Limitation on Liens) of the ABL Credit Agreement, the incurrence of the Notes in an aggregate principal amount of $850,000,000 and the granting of security interests in the Notes Priority Collateral and the ABL Priority Collateral (on a second-priority, junior-lien basis) in favor of the Collateral Agent require the consent or written acknowledgment of Velthorn, acting in its capacity as Administrative Agent under the ABL Facility. Additionally, Section 7.09 (Additional Security Documents) of the ABL Credit Agreement requires notice to, and in certain instances the consent of, the Administrative Agent in connection with the execution and delivery of collateral and security documents granting liens on assets of the Issuers and the Guarantors.

Accordingly, we hereby formally request, on behalf of the Issuers and the Guarantors, that Velthorn, in its capacity as Administrative Agent under the ABL Facility, consent to the following:

(a) the incurrence by the Issuers of the Notes in an aggregate principal amount of $850,000,000, to be co-issued by DEH and DUFC on the terms and conditions described herein and in the Summary Term Sheet enclosed herewith;

(b) the granting of first-priority security interests in the Notes Priority Collateral in favor of Northgate Trust Company, N.A., as Collateral Agent for the benefit of the holders of the Notes, and the granting of second-priority security interests in the ABL Priority Collateral in favor of the Collateral Agent, in each case pursuant to the Security Documents (as defined below);

(c) the execution and delivery by the Issuers and the Guarantors of the Indenture governing the Notes (the "Indenture"), the Security Documents (including, without limitation, the U.S. Collateral Agreement, the Nigerian Debenture and Charge, the English Debenture, and the Senegalese Nantissement and Cession Fiduciaire) (collectively, the "Security Documents"), and the Intercreditor Agreement; and

(d) the entry by Velthorn, as ABL Agent, into the Intercreditor Agreement on the terms described in Section VII below.

We believe that the incurrence of the Notes and the transactions contemplated by the Offering will not result in a Default or Event of Default (each as defined in the ABL Credit Agreement) under the ABL Facility. Specifically, we note the following:

(i) The pro forma gross leverage ratio of 2.11x is within the maximum total leverage ratio of 3.50x set forth in Section 7.12(a) of the ABL Credit Agreement;

(ii) The pro forma interest coverage ratio, calculated on the basis of fiscal year 2024 consolidated adjusted EBITDA of $816,000,000 and estimated pro forma annual cash interest expense of approximately $187,700,000, is approximately 4.35x, which exceeds the minimum interest coverage ratio of 2.50x set forth in Section 7.12(b) of the ABL Credit Agreement;

(iii) The incurrence of the Notes constitutes "Permitted Indebtedness" under Section 7.01(b)(viii) of the ABL Credit Agreement (which permits the incurrence of secured indebtedness in an aggregate principal amount not to exceed $1,000,000,000, subject to the execution of an intercreditor agreement in form and substance reasonably satisfactory to the ABL Agent); and

(iv) The ABL Facility will remain in full force and effect on its existing terms, and no modification to any of the borrowing base, commitment amount, maturity, pricing, or covenants under the ABL Credit Agreement is being requested or contemplated in connection with the Offering.

We have enclosed with this letter a draft ABL Lender Consent / Acknowledgment letter (the "Consent Letter") in the form that we respectfully request Velthorn execute and deliver on or before the dates specified in Section IX below. The Consent Letter has been prepared in a form intended to be consistent with the requirements of the ABL Credit Agreement and is subject to Velthorn's review and comment.

VII. Transmittal of Draft Intercreditor Agreement

Enclosed with this letter for Velthorn's review and comment is a draft of the Intercreditor Agreement (the "Intercreditor Agreement"), to be entered into among the following parties:

• Northgate Trust Company, N.A., as Collateral Agent for the holders of the Notes (the "Notes Collateral Agent");

• Velthorn National Bank, N.A., as Administrative Agent under the ABL Facility (the "ABL Agent");

• Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp., as Issuers; and

• Each of the Guarantors identified in Section III above.

The Intercreditor Agreement is governed by, and will be construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any other jurisdiction. The parties will submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, for the resolution of any dispute arising under or in connection with the Intercreditor Agreement.

The enclosed draft is marked "DRAFT — Subject to Revision" and reflects the Issuers' current proposal. It is subject to negotiation and revision based on comments received from Velthorn, Pruitt Halsey LLP (as counsel to Velthorn), and the other parties. Set forth below is a summary of the key provisions of the draft Intercreditor Agreement for Velthorn's initial review:

Priority of Liens. The Intercreditor Agreement establishes a dual-lien collateral structure under which (i) the ABL Agent retains a first-priority lien on all ABL Priority Collateral (accounts receivable, inventory, and deposit accounts) and holds a second-priority lien on the Notes Priority Collateral, and (ii) the Notes Collateral Agent holds a first-priority lien on all Notes Priority Collateral (PP&E, equity interests, intellectual property, intercompany receivables, material contracts, and related assets) and holds a second-priority lien on the ABL Priority Collateral. The relative priorities of the liens will not be affected by the order of perfection, the date of execution of any security document, or any other circumstance, and the terms of the Intercreditor Agreement will control notwithstanding any contrary provision of the Uniform Commercial Code or other applicable law.

Enforcement Rights. The Intercreditor Agreement contains customary standstill and waterfall provisions governing the exercise of remedies against shared and bifurcated collateral. With respect to ABL Priority Collateral, the ABL Agent will have the exclusive right to exercise remedies, and the Notes Collateral Agent will be subject to a standstill period of 180 days (or such shorter period as may be agreed), during which the Notes Collateral Agent may not exercise any remedies against ABL Priority Collateral. Conversely, with respect to Notes Priority Collateral, the Notes Collateral Agent will have the exclusive right to exercise remedies, and the ABL Agent will be subject to a reciprocal standstill period of 180 days before it may exercise remedies against Notes Priority Collateral. Proceeds of any enforcement action will be applied in the order of priority established by the Intercreditor Agreement.

Release Provisions. The Intercreditor Agreement contains customary provisions governing the release of liens upon (i) any permitted disposition of collateral in accordance with the terms of the applicable debt documents, (ii) any mandatory prepayment of the applicable series of obligations, and (iii) any refinancing of the applicable series of obligations that results in the release of all liens securing such obligations. Upon any such release, the junior lienholder's lien on the released collateral will be automatically and simultaneously released without further action by the junior lienholder.

Insurance Proceeds. The Intercreditor Agreement provides for the allocation of insurance proceeds between ABL Priority Collateral and Notes Priority Collateral. Insurance proceeds received with respect to ABL Priority Collateral will be applied first to the obligations secured by the ABL Agent's first-priority lien, and insurance proceeds received with respect to Notes Priority Collateral will be applied first to the obligations secured by the Notes Collateral Agent's first-priority lien. To the extent any insurance proceeds are attributable to collateral that constitutes both ABL Priority Collateral and Notes Priority Collateral, such proceeds will be allocated ratably based on the respective values of the underlying collateral categories as reasonably determined by the applicable collateral agents.

Purchase Option. The Intercreditor Agreement grants each of the ABL Agent and the Notes Collateral Agent a purchase option in certain distress scenarios. Specifically, in the event of an acceleration of the Notes, the commencement of an insolvency proceeding with respect to any Issuer or Guarantor, or any foreclosure action against the Notes Priority Collateral, the ABL Agent will have the option, exercisable within 30 business days of receiving notice of such event, to purchase all (but not less than all) of the outstanding Notes at par plus accrued and unpaid interest. Reciprocally, the Notes Collateral Agent will have the option, on the same terms and within the same time period, to purchase all outstanding ABL obligations in the event of an acceleration of the ABL Facility, the commencement of an insolvency proceeding, or any foreclosure action against ABL Priority Collateral.

DIP Financing. The Intercreditor Agreement contains provisions addressing debtor-in-possession ("DIP") financing in a bankruptcy scenario. Each party agrees not to object to a DIP financing facility proposed by the other party, provided that (i) the DIP financing does not prime the non-consenting party's first-priority lien on its respective priority collateral, (ii) the aggregate amount of the DIP financing does not exceed the greater of the outstanding obligations under the applicable debt instrument and $100,000,000, and (iii) the DIP financing contains adequate protection provisions reasonably satisfactory to the non-consenting party.

Amendments. The Intercreditor Agreement restricts amendments to the collateral and security documents without the prior written consent of the other party. Specifically, neither the ABL Agent nor the Notes Collateral Agent may amend, supplement, or otherwise modify any security document in a manner that would (i) alter the definition or scope of ABL Priority Collateral or Notes Priority Collateral, (ii) change the relative priority of the liens granted under the respective security documents, or (iii) add additional collateral that is not contemplated by the Intercreditor Agreement, in each case without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed).

We respectfully request that Velthorn and its counsel, Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002), review the enclosed draft Intercreditor Agreement and provide comments at their earliest convenience. Given the target timeline for the Offering described in Section IX below, prompt review and engagement would be greatly appreciated.

VIII. Enclosed Documents

Enclosed with this letter for your reference and review are the following documents:

1. Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision"), consisting of approximately 87 pages plus exhibits and schedules, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.

2. Draft ABL Lender Consent / Acknowledgment (in the form proposed for Velthorn's execution), consisting of three pages, acknowledging and consenting to the incurrence of the Notes, the granting of security interests, and the execution of the Indenture, the Security Documents, and the Intercreditor Agreement.

3. Summary Term Sheet — 9.375% Senior Secured Notes due 2032 (for reference), reflecting the outline term sheet circulated in connection with the organizational call held on April 21, 2025.

4. Dunmore Group Organizational Chart, showing the corporate structure of the Dunmore group, including the Issuers, the Guarantors, and their respective jurisdictions of organization, ownership percentages, and intercompany relationships.

IX. Timeline and Requested Response Date

As noted above, the Offering is being conducted on an expedited timeline. The key dates in the Offering process are as follows:

In light of the foregoing timeline, we respectfully make the following requests:

(a) Comments on Draft Intercreditor Agreement. We request that Velthorn and Pruitt Halsey provide their initial comments on the enclosed draft Intercreditor Agreement within five (5) business days of the date of this letter (i.e., by no later than May 2, 2025). We recognize that the Intercreditor Agreement will be subject to further negotiation, and we are prepared to work diligently with Velthorn and Pruitt Halsey to resolve any open points in advance of the pricing date.

(b) Executed ABL Lender Consent. We request that the executed ABL Lender Consent / Acknowledgment letter be delivered (in executed PDF form via email to the undersigned) no later than May 12, 2025 (the expected pricing date for the Notes), with the original executed counterpart to follow by overnight delivery in time for closing on May 15, 2025.

We understand that Velthorn may require internal credit committee or other approvals in connection with the consent request, and we encourage you to initiate any such internal processes promptly. We are available, at your convenience, to participate in a call or video conference with Velthorn and Pruitt Halsey to discuss any questions, concerns, or comments regarding the Intercreditor Agreement, the consent request, or any other aspect of the Offering.

X. Contact Information

Please direct all questions, comments, and correspondence regarding this letter and the enclosed documents to the following individuals at Calderwood & Harkness LLP:

Jennifer Kwon, Partner — Capital Markets Direct Dial: (212) 558-3274

Email: jkwon@calderwoodharkness.com

Eric Johannsen, Associate — Capital Markets Direct Dial: (212) 558-4891

Email: ejohannsen@calderwoodharkness.com

For questions regarding the tax aspects of the Notes structure, including the treatment of the original issue discount and the Cayman Islands exempted company structure, please contact:

Leonard Cross, Partner — Tax Direct Dial: (212) 558-6103

Email: lcross@calderwoodharkness.com

All of the foregoing individuals can be reached by mail at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017.

XI. Confidentiality Notice

The enclosed documents and the information contained in this letter are confidential and are being provided solely for the use of Velthorn National Bank, N.A. (and its legal counsel, Pruitt Halsey LLP) in connection with the evaluation and processing of the consent request and the review and negotiation of the Intercreditor Agreement. The enclosed materials contain material non-public information regarding the Dunmore group and the proposed Offering and are subject to the confidentiality provisions of the ABL Credit Agreement and applicable securities laws.

We respectfully request that Velthorn not distribute, copy, or otherwise disseminate this letter or any of the enclosed documents to any person or entity other than Velthorn's internal personnel involved in the evaluation of the consent request and Pruitt Halsey LLP, in each case without the prior written consent of Calderwood & Harkness LLP on behalf of the Issuers. Any unauthorized disclosure of this letter or the enclosed documents could constitute a violation of applicable securities laws, including Regulation FD under the Securities Exchange Act of 1934, as amended.

We appreciate your prompt attention to this matter and look forward to working with you and your counsel to finalize the Intercreditor Agreement and obtain the requisite consent in advance of the expected pricing date. Please do not hesitate to contact us if you have any questions or require additional information.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner, Capital Markets

cc (with enclosures):

Alistair Forde, Esq. General Counsel Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056

Deepa Rajaram Chief Financial Officer Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056

Pruitt Halsey LLP (Counsel to Velthorn National Bank, N.A.) 600 Travis Street, Suite 4000 Houston, TX 77002

William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005

Eric Johannsen Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

Enclosures (4):

1. Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision")

2. Draft ABL Lender Consent / Acknowledgment (form for execution by Velthorn National Bank, N.A.)

3. Summary Term Sheet — 9.375% Senior Secured Notes due 2032

4. Dunmore Group Organizational Chart

Term	Description
Issuers	Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Aggregate Principal Amount	$850,000,000
Coupon	9.375% per annum
Interest Payment Dates	Semi-annually on May 1 and November 1 of each year, commencing November 1, 2025
Maturity Date	May 1, 2032
Issue Price	98.50% of par
Gross Proceeds	$837,250,000
Original Issue discount	1.50% ($12,750,000)
Security	First-priority liens on Notes Priority Collateral (as described in Section V below)
Ranking	Senior secured obligations of the Issuers, ranking pari passu in right of payment with all existing and future senior indebtedness of the Issuers
Trustee and Collateral Agent	Northgate Trust Company, N.A.
Initial Purchaser	Role	Allocation	Percentage
Ridgeline Capital Markets LLC	Lead Initial Purchaser / Lead Left Bookrunner	$467,500,000	55%
Clarion Securities Inc.	Joint Bookrunner	$255,000,000	30%
Pinnacle Partners LLC	Co-Manager	$127,500,000	15%
Total	$850,000,000	100%
Use	Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due October 2028 (reducing the outstanding principal amount from $850,000,000 to $400,000,000)	$450,000,000
Fund Cayar Offshore Phase II development capital expenditures	$250,000,000
General corporate purposes and working capital	$114,750,000
Estimated fees and expenses of the Offering(1)	$22,500,000
Total	$837,250,000
Instrument	Outstanding	Maturity
ABL Revolving Credit Facility (Velthorn — Administrative Agent) — drawn	$470,000,000	June 2028

ABL Revolving Credit Facility — undrawn commitment	$280,000,000(2)	June 2028
7.50% Senior Unsecured Notes due 2028 (reduced)	$400,000,000	October 2028
9.375% Senior Secured Notes due 2032 (new — this Offering)	$850,000,000	May 2032
Total Funded Debt	$1,720,000,000
Milestone	Target Date
Distribution of Preliminary Offering Memorandum	April 28, 2025
Commencement of Investor Road-Show	May 5, 2025
Expected Pricing of Notes	May 12, 2025
Expected Closing and Settlement	May 15, 2025

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counselors at Law
425 Lexington Avenue New York, NY 10017
Jennifer Kwon Partner, Capital Markets Direct Dial: (212) 558-3274
Email: jkwon@calderwoodharkness.com
April 25, 2025
Mr. Robert Cavanaugh Relationship Manager Velthorn National Bank, N.A. 1111 Fannin Street, Suite 2500 Houston, TX 77002
Re: Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032; Request for ABL Lender Consent and Transmittal of Draft Intercreditor Agreement
Dear Mr. Cavanaugh:
I. Introduction and Engagement Context
Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), in connection with the proposed offering (the "Offering") of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes will be co-issued by DEH and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation and wholly-owned subsidiary of DEH (EIN 93-4728106, and together with DEH, the "Issuers"). We are writing to you in your capacity as Relationship Manager for the account of DEH at Velthorn National Bank, N.A. ("Velthorn"), acting in its capacity as Administrative Agent under the ABL Facility (as defined below).
The Notes will be offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers (as defined in Rule 144A) and pursuant to Regulation S under the Securities Act to persons who are not U.S. persons (as defined in Regulation S). The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
As you are aware, DEH and its subsidiaries are parties to that certain Credit Agreement, dated as of June 14, 2022, as amended by that certain First Amendment to Credit Agreement, dated as of March 3, 2023, and as further amended by that certain Second Amendment to Credit Agreement, dated as of November 17, 2023 (as so amended, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), providing for a $750,000,000 asset-based revolving credit facility (the "ABL Facility"), under which Velthorn serves as Administrative Agent and Co-Lead Arranger. As of the date hereof, the ABL Facility has $470,000,000 in outstanding borrowings and approximately $258,400,000 in available borrowing base capacity (after giving effect to approximately $21,600,000 in outstanding letters of credit). The ABL Facility matures on June 14, 2028, and borrowings thereunder bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the ABL Credit Agreement) plus an applicable margin of 2.75%. The ABL Facility will not be repaid, terminated, or amended in connection with the Offering.
The purpose of this letter is to (i) provide Velthorn with a summary of the Offering, (ii) formally request Velthorn's consent, in its capacity as Administrative Agent under the ABL Facility, to the incurrence of the Notes and the related security interests, and (iii) transmit for Velthorn's review a draft of the Intercreditor Agreement (as defined herein) that will govern the relative rights and priorities of the ABL lenders and the holders of the Notes with respect to shared and bifurcated collateral.
For reference, Calderwood & Harkness's matter number for this engagement is 1016-00003. We respectfully request that all correspondence, comments, and communications related to the matters addressed in this letter reference this matter number.
II. Summary of the Proposed Notes Offering
Set forth below is a summary of the material terms of the Offering. This summary is qualified in its entirety by reference to the Preliminary Offering Memorandum, which is expected to be distributed on or about April 28, 2025, and the definitive Indenture governing the Notes.
The initial purchaser syndicate for the Offering is comprised as follows:
The Notes have received the following preliminary credit ratings from nationally recognized credit rating agencies:
•  Lodestar Ratings International: B2 / Stable Outlook
•  Veridian Credit Assessments Inc.: B+ / Stable Outlook
A credit rating is not a recommendation to buy, sell, or hold securities. Each rating should be evaluated independently of any other rating.
The Offering is expected to be priced on or about May 12, 2025, and closing and settlement are anticipated to occur on May 15, 2025 (T+1 following the expected pricing date).
III. Guarantors
The Notes will be guaranteed on a senior secured basis (the "Note Guarantees") by the following direct and indirect subsidiaries of DEH (each, a "Guarantor" and, collectively, the "Guarantors"):
1.  Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria. Dunmore Nigeria E&P Ltd. is the operator of Oil Mining Leases 47 and 63 (OML 47 and OML 63), located in the Niger Delta region of Nigeria, which together represent a material portion of the Dunmore group's proved and probable hydrocarbon reserves.
2.  Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC is the leaseholder and operator of deepwater production assets in the Gulf of Mexico, including working interests in the Green Canyon and Garden Banks protraction areas.
3.  Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables LLC owns and operates a diversified solar energy portfolio in West Texas with an aggregate installed capacity of approximately 220 megawatts (MW).
4.  Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal S.A. is the operator of the Cayar Offshore Block, a deepwater exploration and production concession located approximately 100 kilometers offshore Dakar, Senegal.
5.  Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates pipeline gathering systems and gas processing infrastructure that serve the Dunmore group's upstream operations in the Permian Basin and Eagle Ford Shale.
6.  Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the Dunmore group's principal offtake and commodity trading arm, managing the marketing and sale of crude oil, natural gas, and refined products produced by the group's upstream and midstream subsidiaries.
Each Guarantor's Note Guarantee will be a senior secured obligation of such Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, subject to the terms of the Intercreditor Agreement as described in Section VII below.
IV. Use of Proceeds and Impact on Existing Capital Structure
Use of Proceeds. The net proceeds from the Offering, together with cash on hand, are expected to be applied as follows:
(1) Estimated fees and expenses consist of approximately $17,000,000 in gross spread payable to the initial purchasers (representing 2.00% of the par value of the Notes) and approximately $5,500,000 in estimated legal, accounting, rating agency, trustee, printing, and other transaction expenses.
Pro Forma Capital Structure. Set forth below is a summary of the Dunmore group's consolidated capital structure on a pro forma basis after giving effect to the Offering and the application of net proceeds as described above. All figures are presented in U.S. dollars.
(2) Reflects undrawn commitments of $280,000,000 under the $750,000,000 ABL Facility, after giving effect to $470,000,000 in outstanding borrowings and does not include approximately $21,600,000 in outstanding letters of credit, which further reduce availability.
On a pro forma basis, the Dunmore group's key credit metrics are as follows, based on fiscal year 2024 consolidated adjusted EBITDA of $816,000,000 and pro forma cash and cash equivalents of $185,000,000:
•  Pro Forma Gross Leverage Ratio: 2.11x ($1,720,000,000 ÷ $816,000,000)
•  Pro Forma Net Leverage Ratio: 1.88x (($1,720,000,000 − $185,000,000) ÷ $816,000,000)
We note that the ABL Facility will not be repaid, terminated, or otherwise amended in connection with the Offering. The ABL Facility will remain in place on its existing terms, and no proceeds from the Offering will be used to reduce outstanding borrowings under the ABL Facility. The incurrence of the Notes and the pro forma leverage ratios set forth above are expected to be within the financial covenants contained in the ABL Credit Agreement, as further addressed in Section VI below.
V. Collateral and Security Structure
The Notes will be secured by first-priority security interests (subject to Permitted Liens, as defined in the Indenture) in substantially all of the assets of the Issuers and each Guarantor, other than the ABL Priority Collateral (as defined below). The collateral securing the Notes (the "Notes Priority Collateral") will consist of, among other things:
(a) the equity interests of each Guarantor subsidiary held directly or indirectly by the Issuers;
(b) substantially all tangible and intangible assets of the Issuers and each Guarantor, including real property interests, fixtures, and equipment, but excluding ABL Priority Collateral;
(c) intercompany receivables owing from one Issuer or Guarantor to another Issuer or Guarantor;
(d) material hydrocarbon offtake contracts, including long-term crude oil sales agreements, gas purchase agreements, and related hedging contracts;
(e) assignments of insurance proceeds with respect to the Notes Priority Collateral;
(f) all property, plant, and equipment ("PP&E") of the Issuers and the Guarantors, including upstream production facilities, midstream infrastructure, and renewable energy assets;
(g) intellectual property, including patents, trademarks, trade names, and proprietary technology; and
(h) all material contracts of the Issuers and the Guarantors (other than those constituting ABL Priority Collateral).
The collateral described above will be subject to a first-priority lien in favor of Northgate Trust Company, N.A. (the "Collateral Agent"), as collateral agent for the benefit of the holders of the Notes, and a second-priority lien in favor of Velthorn, as Administrative Agent under the ABL Facility.
Conversely, the following categories of assets (collectively, the "ABL Priority Collateral") will continue to be subject to a first-priority lien in favor of Velthorn, as Administrative Agent under the ABL Facility, and a second-priority lien in favor of the Collateral Agent for the benefit of the holders of the Notes:
(a) all accounts receivable of the Issuers and the Guarantors;
(b) all inventory of the Issuers and the Guarantors, including crude oil, natural gas, and refined product inventories in storage and in transit;
(c) all deposit accounts of the Issuers and the Guarantors (other than certain excluded accounts as may be agreed); and
(d) all proceeds and products of the foregoing.
The bifurcation of collateral priority as between ABL Priority Collateral and Notes Priority Collateral, and the relative rights and remedies of the ABL Agent and the Collateral Agent with respect to such collateral, will be governed by the Intercreditor Agreement, a draft of which is being transmitted herewith as described in Section VII below.
VI. Request for ABL Lender Consent
Pursuant to Section 7.01(b) (Limitation on Indebtedness) and Section 7.03(c) (Limitation on Liens) of the ABL Credit Agreement, the incurrence of the Notes in an aggregate principal amount of $850,000,000 and the granting of security interests in the Notes Priority Collateral and the ABL Priority Collateral (on a second-priority, junior-lien basis) in favor of the Collateral Agent require the consent or written acknowledgment of Velthorn, acting in its capacity as Administrative Agent under the ABL Facility. Additionally, Section 7.09 (Additional Security Documents) of the ABL Credit Agreement requires notice to, and in certain instances the consent of, the Administrative Agent in connection with the execution and delivery of collateral and security documents granting liens on assets of the Issuers and the Guarantors.
Accordingly, we hereby formally request, on behalf of the Issuers and the Guarantors, that Velthorn, in its capacity as Administrative Agent under the ABL Facility, consent to the following:
(a) the incurrence by the Issuers of the Notes in an aggregate principal amount of $850,000,000, to be co-issued by DEH and DUFC on the terms and conditions described herein and in the Summary Term Sheet enclosed herewith;
(b) the granting of first-priority security interests in the Notes Priority Collateral in favor of Northgate Trust Company, N.A., as Collateral Agent for the benefit of the holders of the Notes, and the granting of second-priority security interests in the ABL Priority Collateral in favor of the Collateral Agent, in each case pursuant to the Security Documents (as defined below);
(c) the execution and delivery by the Issuers and the Guarantors of the Indenture governing the Notes (the "Indenture"), the Security Documents (including, without limitation, the U.S. Collateral Agreement, the Nigerian Debenture and Charge, the English Debenture, and the Senegalese Nantissement and Cession Fiduciaire) (collectively, the "Security Documents"), and the Intercreditor Agreement; and
(d) the entry by Velthorn, as ABL Agent, into the Intercreditor Agreement on the terms described in Section VII below.
We believe that the incurrence of the Notes and the transactions contemplated by the Offering will not result in a Default or Event of Default (each as defined in the ABL Credit Agreement) under the ABL Facility. Specifically, we note the following:
(i) The pro forma gross leverage ratio of 2.11x is within the maximum total leverage ratio of 3.50x set forth in Section 7.12(a) of the ABL Credit Agreement;
(ii) The pro forma interest coverage ratio, calculated on the basis of fiscal year 2024 consolidated adjusted EBITDA of $816,000,000 and estimated pro forma annual cash interest expense of approximately $187,700,000, is approximately 4.35x, which exceeds the minimum interest coverage ratio of 2.50x set forth in Section 7.12(b) of the ABL Credit Agreement;
(iii) The incurrence of the Notes constitutes "Permitted Indebtedness" under Section 7.01(b)(viii) of the ABL Credit Agreement (which permits the incurrence of secured indebtedness in an aggregate principal amount not to exceed $1,000,000,000, subject to the execution of an intercreditor agreement in form and substance reasonably satisfactory to the ABL Agent); and
(iv) The ABL Facility will remain in full force and effect on its existing terms, and no modification to any of the borrowing base, commitment amount, maturity, pricing, or covenants under the ABL Credit Agreement is being requested or contemplated in connection with the Offering.
We have enclosed with this letter a draft ABL Lender Consent / Acknowledgment letter (the "Consent Letter") in the form that we respectfully request Velthorn execute and deliver on or before the dates specified in Section IX below. The Consent Letter has been prepared in a form intended to be consistent with the requirements of the ABL Credit Agreement and is subject to Velthorn's review and comment.
VII. Transmittal of Draft Intercreditor Agreement
Enclosed with this letter for Velthorn's review and comment is a draft of the Intercreditor Agreement (the "Intercreditor Agreement"), to be entered into among the following parties:
•  Northgate Trust Company, N.A., as Collateral Agent for the holders of the Notes (the "Notes Collateral Agent");
•  Velthorn National Bank, N.A., as Administrative Agent under the ABL Facility (the "ABL Agent");
•  Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp., as Issuers; and
•  Each of the Guarantors identified in Section III above.
The Intercreditor Agreement is governed by, and will be construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any other jurisdiction. The parties will submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, for the resolution of any dispute arising under or in connection with the Intercreditor Agreement.
The enclosed draft is marked "DRAFT — Subject to Revision" and reflects the Issuers' current proposal. It is subject to negotiation and revision based on comments received from Velthorn, Pruitt Halsey LLP (as counsel to Velthorn), and the other parties. Set forth below is a summary of the key provisions of the draft Intercreditor Agreement for Velthorn's initial review:
Priority of Liens. The Intercreditor Agreement establishes a dual-lien collateral structure under which (i) the ABL Agent retains a first-priority lien on all ABL Priority Collateral (accounts receivable, inventory, and deposit accounts) and holds a second-priority lien on the Notes Priority Collateral, and (ii) the Notes Collateral Agent holds a first-priority lien on all Notes Priority Collateral (PP&E, equity interests, intellectual property, intercompany receivables, material contracts, and related assets) and holds a second-priority lien on the ABL Priority Collateral. The relative priorities of the liens will not be affected by the order of perfection, the date of execution of any security document, or any other circumstance, and the terms of the Intercreditor Agreement will control notwithstanding any contrary provision of the Uniform Commercial Code or other applicable law.
Enforcement Rights. The Intercreditor Agreement contains customary standstill and waterfall provisions governing the exercise of remedies against shared and bifurcated collateral. With respect to ABL Priority Collateral, the ABL Agent will have the exclusive right to exercise remedies, and the Notes Collateral Agent will be subject to a standstill period of 180 days (or such shorter period as may be agreed), during which the Notes Collateral Agent may not exercise any remedies against ABL Priority Collateral. Conversely, with respect to Notes Priority Collateral, the Notes Collateral Agent will have the exclusive right to exercise remedies, and the ABL Agent will be subject to a reciprocal standstill period of 180 days before it may exercise remedies against Notes Priority Collateral. Proceeds of any enforcement action will be applied in the order of priority established by the Intercreditor Agreement.
Release Provisions. The Intercreditor Agreement contains customary provisions governing the release of liens upon (i) any permitted disposition of collateral in accordance with the terms of the applicable debt documents, (ii) any mandatory prepayment of the applicable series of obligations, and (iii) any refinancing of the applicable series of obligations that results in the release of all liens securing such obligations. Upon any such release, the junior lienholder's lien on the released collateral will be automatically and simultaneously released without further action by the junior lienholder.
Insurance Proceeds. The Intercreditor Agreement provides for the allocation of insurance proceeds between ABL Priority Collateral and Notes Priority Collateral. Insurance proceeds received with respect to ABL Priority Collateral will be applied first to the obligations secured by the ABL Agent's first-priority lien, and insurance proceeds received with respect to Notes Priority Collateral will be applied first to the obligations secured by the Notes Collateral Agent's first-priority lien. To the extent any insurance proceeds are attributable to collateral that constitutes both ABL Priority Collateral and Notes Priority Collateral, such proceeds will be allocated ratably based on the respective values of the underlying collateral categories as reasonably determined by the applicable collateral agents.
Purchase Option. The Intercreditor Agreement grants each of the ABL Agent and the Notes Collateral Agent a purchase option in certain distress scenarios. Specifically, in the event of an acceleration of the Notes, the commencement of an insolvency proceeding with respect to any Issuer or Guarantor, or any foreclosure action against the Notes Priority Collateral, the ABL Agent will have the option, exercisable within 30 business days of receiving notice of such event, to purchase all (but not less than all) of the outstanding Notes at par plus accrued and unpaid interest. Reciprocally, the Notes Collateral Agent will have the option, on the same terms and within the same time period, to purchase all outstanding ABL obligations in the event of an acceleration of the ABL Facility, the commencement of an insolvency proceeding, or any foreclosure action against ABL Priority Collateral.
DIP Financing. The Intercreditor Agreement contains provisions addressing debtor-in-possession ("DIP") financing in a bankruptcy scenario. Each party agrees not to object to a DIP financing facility proposed by the other party, provided that (i) the DIP financing does not prime the non-consenting party's first-priority lien on its respective priority collateral, (ii) the aggregate amount of the DIP financing does not exceed the greater of the outstanding obligations under the applicable debt instrument and $100,000,000, and (iii) the DIP financing contains adequate protection provisions reasonably satisfactory to the non-consenting party.
Amendments. The Intercreditor Agreement restricts amendments to the collateral and security documents without the prior written consent of the other party. Specifically, neither the ABL Agent nor the Notes Collateral Agent may amend, supplement, or otherwise modify any security document in a manner that would (i) alter the definition or scope of ABL Priority Collateral or Notes Priority Collateral, (ii) change the relative priority of the liens granted under the respective security documents, or (iii) add additional collateral that is not contemplated by the Intercreditor Agreement, in each case without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed).
We respectfully request that Velthorn and its counsel, Pruitt Halsey LLP (600 Travis Street, Suite 4000, Houston, TX 77002), review the enclosed draft Intercreditor Agreement and provide comments at their earliest convenience. Given the target timeline for the Offering described in Section IX below, prompt review and engagement would be greatly appreciated.
VIII. Enclosed Documents
Enclosed with this letter for your reference and review are the following documents:
1.  Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision"), consisting of approximately 87 pages plus exhibits and schedules, among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.
2.  Draft ABL Lender Consent / Acknowledgment (in the form proposed for Velthorn's execution), consisting of three pages, acknowledging and consenting to the incurrence of the Notes, the granting of security interests, and the execution of the Indenture, the Security Documents, and the Intercreditor Agreement.
3.  Summary Term Sheet — 9.375% Senior Secured Notes due 2032 (for reference), reflecting the outline term sheet circulated in connection with the organizational call held on April 21, 2025.
4.  Dunmore Group Organizational Chart, showing the corporate structure of the Dunmore group, including the Issuers, the Guarantors, and their respective jurisdictions of organization, ownership percentages, and intercompany relationships.
IX. Timeline and Requested Response Date
As noted above, the Offering is being conducted on an expedited timeline. The key dates in the Offering process are as follows:
In light of the foregoing timeline, we respectfully make the following requests:
(a) Comments on Draft Intercreditor Agreement. We request that Velthorn and Pruitt Halsey provide their initial comments on the enclosed draft Intercreditor Agreement within five (5) business days of the date of this letter (i.e., by no later than May 2, 2025). We recognize that the Intercreditor Agreement will be subject to further negotiation, and we are prepared to work diligently with Velthorn and Pruitt Halsey to resolve any open points in advance of the pricing date.
(b) Executed ABL Lender Consent. We request that the executed ABL Lender Consent / Acknowledgment letter be delivered (in executed PDF form via email to the undersigned) no later than May 12, 2025 (the expected pricing date for the Notes), with the original executed counterpart to follow by overnight delivery in time for closing on May 15, 2025.
We understand that Velthorn may require internal credit committee or other approvals in connection with the consent request, and we encourage you to initiate any such internal processes promptly. We are available, at your convenience, to participate in a call or video conference with Velthorn and Pruitt Halsey to discuss any questions, concerns, or comments regarding the Intercreditor Agreement, the consent request, or any other aspect of the Offering.
X. Contact Information
Please direct all questions, comments, and correspondence regarding this letter and the enclosed documents to the following individuals at Calderwood & Harkness LLP:
Jennifer Kwon, Partner — Capital Markets Direct Dial: (212) 558-3274
Email: jkwon@calderwoodharkness.com
Eric Johannsen, Associate — Capital Markets Direct Dial: (212) 558-4891
Email: ejohannsen@calderwoodharkness.com
For questions regarding the tax aspects of the Notes structure, including the treatment of the original issue discount and the Cayman Islands exempted company structure, please contact:
Leonard Cross, Partner — Tax Direct Dial: (212) 558-6103
Email: lcross@calderwoodharkness.com
All of the foregoing individuals can be reached by mail at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017.
XI. Confidentiality Notice
The enclosed documents and the information contained in this letter are confidential and are being provided solely for the use of Velthorn National Bank, N.A. (and its legal counsel, Pruitt Halsey LLP) in connection with the evaluation and processing of the consent request and the review and negotiation of the Intercreditor Agreement. The enclosed materials contain material non-public information regarding the Dunmore group and the proposed Offering and are subject to the confidentiality provisions of the ABL Credit Agreement and applicable securities laws.
We respectfully request that Velthorn not distribute, copy, or otherwise disseminate this letter or any of the enclosed documents to any person or entity other than Velthorn's internal personnel involved in the evaluation of the consent request and Pruitt Halsey LLP, in each case without the prior written consent of Calderwood & Harkness LLP on behalf of the Issuers. Any unauthorized disclosure of this letter or the enclosed documents could constitute a violation of applicable securities laws, including Regulation FD under the Securities Exchange Act of 1934, as amended.
We appreciate your prompt attention to this matter and look forward to working with you and your counsel to finalize the Intercreditor Agreement and obtain the requisite consent in advance of the expected pricing date. Please do not hesitate to contact us if you have any questions or require additional information.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner, Capital Markets
cc (with enclosures):
Alistair Forde, Esq. General Counsel Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Deepa Rajaram Chief Financial Officer Dunmore Energy Holdings Ltd. 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Pruitt Halsey LLP (Counsel to Velthorn National Bank, N.A.) 600 Travis Street, Suite 4000 Houston, TX 77002
William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005
Eric Johannsen Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Enclosures (4):
1.  Draft Intercreditor Agreement (marked "DRAFT — Subject to Revision")
2.  Draft ABL Lender Consent / Acknowledgment (form for execution by Velthorn National Bank, N.A.)
3.  Summary Term Sheet — 9.375% Senior Secured Notes due 2032
4.  Dunmore Group Organizational Chart
Term | Description
Issuers | Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Aggregate Principal Amount | $850,000,000
Coupon | 9.375% per annum
Interest Payment Dates | Semi-annually on May 1 and November 1 of each year, commencing November 1, 2025
Maturity Date | May 1, 2032
Issue Price | 98.50% of par
Gross Proceeds | $837,250,000
Original Issue discount | 1.50% ($12,750,000)
Security | First-priority liens on Notes Priority Collateral (as described in Section V below)
Ranking | Senior secured obligations of the Issuers, ranking pari passu in right of payment with all existing and future senior indebtedness of the Issuers
Trustee and Collateral Agent | Northgate Trust Company, N.A.
Initial Purchaser | Role | Allocation | Percentage
Ridgeline Capital Markets LLC | Lead Initial Purchaser / Lead Left Bookrunner | $467,500,000 | 55%
Clarion Securities Inc. | Joint Bookrunner | $255,000,000 | 30%
Pinnacle Partners LLC | Co-Manager | $127,500,000 | 15%
Total | $850,000,000 | 100%
Use | Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due October 2028 (reducing the outstanding principal amount from $850,000,000 to $400,000,000) | $450,000,000
Fund Cayar Offshore Phase II development capital expenditures | $250,000,000
General corporate purposes and working capital | $114,750,000
Estimated fees and expenses of the Offering(1) | $22,500,000
Total | $837,250,000
Instrument | Outstanding | Maturity
ABL Revolving Credit Facility (Velthorn — Administrative Agent) — drawn | $470,000,000 | June 2028
ABL Revolving Credit Facility — undrawn commitment | $280,000,000(2) | June 2028
7.50% Senior Unsecured Notes due 2028 (reduced) | $400,000,000 | October 2028
9.375% Senior Secured Notes due 2032 (new — this Offering) | $850,000,000 | May 2032
Total Funded Debt | $1,720,000,000
Milestone | Target Date
Distribution of Preliminary Offering Memorandum | April 28, 2025
Commencement of Investor Road-Show | May 5, 2025
Expected Pricing of Notes | May 12, 2025
Expected Closing and Settlement | May 15, 2025

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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