1016-00003 · Client 1016 · Correspondence

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, NY 10017 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

April 28, 2025

VIA ELECTRONIC MAIL AND HAND DELIVERY

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

Re: Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. — $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032; Northgate Trust Company, N.A. as Indenture Trustee and Collateral Agent

Calderwood & Harkness LLP Matter No. 1016-00003

Dear Mr. Kerrigan:

I. Introduction and Engagement Context

We write on behalf of our clients, Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106, and together with DEH, the "Issuers"), in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). Calderwood & Harkness LLP serves as issuer's counsel in connection with this offering.

The Notes will be offered and sold in the United States to qualified institutional buyers ("QIBs") pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S promulgated under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereof.

As you are aware, Northgate Trust Company, N.A. ("Northgate Trust") has been engaged to serve as Trustee under the Indenture (as defined below) and as Collateral Agent under the Security Documents (as defined below) in connection with the offering and issuance of the Notes. We understand that Northgate Trust has entered into, or is in the process of finalizing, a separate engagement letter with the Issuers memorializing the terms of its engagement in such capacities.

The purpose of this letter is to transmit to you, for review and comment by Northgate Trust's internal and external counsel, the draft Indenture and Security Documents described in detail below. Given the anticipated timeline for this offering, which is described in Section VII of this letter, we respectfully request that Northgate Trust provide its initial comments on all draft documents on or before May 5, 2025. We appreciate your prompt attention to these materials and look forward to working constructively with you and your team to finalize the documentation in advance of the expected closing date.

II. Transaction Overview

Set forth below is a summary of the principal terms of the offering for Northgate Trust's reference. This summary is qualified in its entirety by reference to the draft Indenture and the other enclosed draft documents.

Issuers: DEH, as Issuer, and DUFC, as Co-Issuer. DEH is a Cayman Islands exempted company that serves as the holding company for the Dunmore group of companies. DUFC is a Delaware corporation and a wholly owned subsidiary of DEH that has been organized for the sole purpose of serving as a co-issuer of the Notes.

Aggregate Principal Amount: $850,000,000.

Coupon: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025.

Maturity Date: May 1, 2032.

Issue Price: 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000.

Original Issue discount: 1.50% of par ($12,750,000).

CUSIP / ISIN:

Minimum Denomination: $2,000 and integral multiples of $1,000 in excess thereof.

Governing Law: State of New York (without regard to conflict of law principles, other than Section 5-1401 of the New York General Obligations Law).

Preliminary Ratings: The Notes have received preliminary credit ratings of B2 (Stable Outlook) from Lodestar Ratings International and B+ (Stable Outlook) from Veridian Credit Assessments Inc. These ratings are preliminary and subject to change prior to the assignment of final ratings at or prior to the time of pricing. Neither rating constitutes a recommendation to buy, sell, or hold the Notes, and each rating should be evaluated independently of any other rating.

Initial Purchasers: The Notes will be placed by the following initial purchasers (the "Initial Purchasers") pursuant to a Purchase Agreement to be entered into among the Issuers, the Guarantors, and the Initial Purchasers:

Counsel to Initial Purchasers: Whitfield Baxter & Cohn LLP (Harrison Cates, Partner).

Use of Proceeds: The Issuers intend to apply the net proceeds from the offering of the Notes as follows:

(i) approximately $450,000,000 to partially repay the outstanding principal amount of the Issuers' existing 7.50% Senior Unsecured Notes due 2028, of which approximately $625,000,000 in aggregate principal amount is currently outstanding;

(ii) approximately $250,000,000 to fund development capital expenditures relating to Phase II of the Cayar Offshore development project operated by Dunmore Senegal S.A. in the Cayar Offshore Block, offshore Senegal;

(iii) approximately $114,750,000 for general corporate purposes, including working capital; and

(iv) approximately $22,500,000 to pay estimated offering fees and expenses, including Initial Purchaser discounts, legal fees, trustee fees, printing and distribution costs, and other customary transaction costs.

III. Guarantors

The Notes will be jointly and severally guaranteed (each, a "Guarantee," and collectively, the "Guarantees") on a senior secured basis by each of the following 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 Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), both located in the Niger Delta region of Nigeria. OML 47 and OML 63 represent a substantial portion of DEH's proved reserve base and current production.

2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC holds leasehold interests in the deepwater Gulf of Mexico, principally in the Green Canyon and Garden Banks areas, and is the operator or non-operating participant in multiple producing fields and development-stage properties in those 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 portfolio of solar energy generation assets located in West Texas with aggregate nameplate 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. holds the production sharing contract ("PSC") for the Cayar Offshore Block and is the operator of the Cayar Offshore development project, which is currently in its Phase II development stage.

5. Dunmore Midstream Holdings Inc. — a corporation incorporated under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates gathering, processing, and transportation pipeline infrastructure supporting DEH's upstream operations in the Gulf of Mexico and related onshore facilities.

6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the offtake, marketing, and trading arm for the Dunmore group, managing the sale and hedging of crude oil, natural gas, and refined product volumes produced by the group's upstream and midstream operations.

Each Guarantee will constitute a senior secured obligation of the respective Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor. The Guarantees will be secured by the liens granted under the Security Documents described in Section IV below.

IV. Description of Enclosed Draft Documents

Enclosed with this letter, and transmitted herewith in both electronic format (via the Calderwood & Harkness secure document portal) and hard copy, are the following draft documents. Each document is in draft form, dated April 28, 2025, and is subject to further revision based on comments received from Northgate Trust, the Initial Purchasers' counsel, and the other transaction parties. We have noted below, with respect to each document, the provisions to which we would particularly direct Northgate Trust's attention.

A. Indenture (Draft — Execution Form)

Full Title: Indenture, dated as of May 15, 2025 (subject to adjustment), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Indenture").

Governing Law: State of New York.

The draft Indenture contains the covenants, events of default, and other terms and conditions governing the Notes, the Guarantees, and the obligations of the parties thereto. We would call to Northgate Trust's particular attention the following provisions:

(a) Article IV (The Trustee) — This article sets forth the duties, immunities, and liabilities of Northgate Trust in its capacity as Trustee. We have drafted these provisions to be substantially consistent with prevailing market standards for high-yield indentures, including the standard of care applicable to the Trustee, the circumstances under which the Trustee may rely on officers' certificates, opinions of counsel, and other documents, and the conditions under which the Trustee is entitled to refuse to act. We would welcome Northgate Trust's comments on any deviations from its customary form and any provisions that Northgate Trust believes require modification.

(b) Article VI (Events of Default and Remedies) — This article defines the Events of Default under the Indenture and describes the remedies available to the Trustee and the holders of the Notes upon the occurrence and continuance of an Event of Default. These include provisions relating to acceleration of the Notes, direction by holders of not less than 25% in aggregate principal amount of the outstanding Notes, waiver of past defaults by holders of not less than a majority in aggregate principal amount, and limitations on individual holder suits. Northgate Trust should review these provisions to confirm that the mechanics of acceleration, the Trustee's discretion to act, and the protections afforded to the Trustee in exercising remedies are consistent with Northgate Trust's requirements.

(c) Article VII (Trustee Compensation, Indemnification, and Reimbursement) — This article sets forth Northgate Trust's rights to compensation, indemnification, and reimbursement of expenses in connection with its services as Trustee and Collateral Agent. We anticipate that Northgate Trust will wish to review these provisions carefully against its standard engagement terms and fee schedule. Northgate Trust's lien on the trust estate for unpaid compensation and unreimbursed expenses is addressed in this article, and we expect that Northgate Trust may have comments regarding the priority of such lien relative to the claims of holders.

(d) Article VIII (Collateral Agent Provisions) — This article sets forth the duties, protections, and standard of care applicable to Northgate Trust in its capacity as Collateral Agent under the Security Documents. These provisions address, among other things, the Collateral Agent's right to rely upon the direction of holders in exercising remedies with respect to the collateral, the Collateral Agent's protections and immunities in connection with the custody and release of collateral, and the Collateral Agent's obligations with respect to the perfection and maintenance of liens.

(e) Redemption Provisions — The draft Indenture provides for the following optional and mandatory redemption features, which will be reflected in the Preliminary Offering Memorandum:

(i) Optional Redemption on or after May 1, 2028: The Issuers may redeem the Notes, in whole or in part, at any time on or after May 1, 2028, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date:

(ii) Make-Whole Redemption prior to May 1, 2028: Prior to May 1, 2028, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus a make-whole premium calculated by reference to the yield to maturity of a comparable United States Treasury security (the "Treasury Rate") plus 50 basis points, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

(iii) Equity Clawback: Prior to May 1, 2028, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes originally issued with the net cash proceeds of one or more equity offerings at a redemption price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, provided that at least 60% of the aggregate principal amount of the Notes originally issued remains outstanding immediately after the occurrence of each such redemption.

(f) Change of Control — Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuers to repurchase all or any portion of such holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

(g) OFAC Sanctions Representations and Covenants — The draft Indenture includes representations and covenants relating to compliance with the economic sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, applicable Executive Orders, and other sanctions laws. These provisions, described in greater detail in Section IX below, are of heightened relevance given DEH's operations in Nigeria and Senegal.

(h) Tax Gross-Up and Additional Amounts — Given that DEH is a Cayman Islands exempted company, the draft Indenture includes provisions obligating the Issuers to pay additional amounts in respect of any withholding taxes imposed by the Cayman Islands, Nigeria, Senegal, or the United Kingdom on payments of interest or principal on the Notes, subject to customary exceptions and limitations. These provisions are relevant to the structure of the offering and to the obligations of the Paying Agent in processing payments.

(i) Interest Payment Mechanics — Interest on the Notes will be payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2025, through the Paying Agent. We note that Beacon Fiduciary Services LLC ("Beacon") has been engaged as Paying Agent, Registrar, and Transfer Agent (as described in greater detail in Section V below). The Indenture provides for the timely deposit of funds with the Paying Agent for distribution to holders through The Depository Trust Company ("DTC") or its nominee. The Notes will be issued in book-entry form only, represented by one or more global notes deposited with DTC, and beneficial interests therein will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

B. Collateral Agreement (U.S.) — Pledge and Security Agreement

Full Title: Pledge and Security Agreement, dated as of May 15, 2025 (subject to adjustment), among Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc., and Northgate Trust Company, N.A., as Collateral Agent (the "U.S. Collateral Agreement").

Governing Law: State of New York.

The U.S. Collateral Agreement grants to Northgate Trust, as Collateral Agent for the benefit of the holders of the Notes, a first-priority security interest in and lien upon the following categories of collateral (the "U.S. Collateral"), subject in each case to Permitted Liens (as defined in the Indenture):

(i) all equity interests of each Guarantor subsidiary directly owned by the Issuers or any U.S. Guarantor, including all certificates, instruments, or other documents evidencing such equity interests, and all rights, powers, and remedies associated therewith;

(ii) substantially all tangible and intangible personal property of the Issuers and each of the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), including without limitation equipment, fixtures, goods, general intangibles, deposit accounts, securities accounts, investment property, chattel paper, commercial tort claims, and proceeds of all of the foregoing;

(iii) all intercompany receivables owed by any Guarantor or subsidiary of the Issuers to the Issuers or any U.S. Guarantor;

(iv) all rights under material hydrocarbon offtake contracts, including crude oil and natural gas purchase and sale agreements, processing agreements, transportation agreements, and hedging agreements, to the extent such rights are assignable without the consent of the counterparty thereto or to the extent such consent has been obtained; and

(v) all right, title, and interest in and to the proceeds of insurance policies maintained with respect to the U.S. Collateral, to the extent such proceeds relate to collateral loss, damage, or destruction.

In order to perfect the security interests granted under the U.S. Collateral Agreement, UCC-1 financing statements will be filed with the Delaware Secretary of State with respect to each of the Issuers and the U.S. Guarantors organized in the State of Delaware. Control agreements with respect to deposit accounts and securities accounts will be entered into where required. We would direct Northgate Trust's attention to the provisions of the U.S. Collateral Agreement describing the Collateral Agent's duties, rights, protections, and standard of care, which are substantially consistent with the Collateral Agent provisions set forth in Article VIII of the draft Indenture.

C. Collateral Agreement (Nigeria) — Debenture and Charge

Full Title: Debenture and Charge, dated as of May 15, 2025 (subject to adjustment), among Dunmore Nigeria E&P Ltd. and Northgate Trust Company, N.A., as Collateral Agent (the "Nigerian Collateral Agreement").

Governing Law: Laws of the Federal Republic of Nigeria.

The Nigerian Collateral Agreement has been prepared in coordination with Abayomi Chambers (Chidinma Okafor, Partner), Nigerian counsel to the Issuers, located at 14 Broad Street, Victoria Island, Lagos, Nigeria. The Nigerian Collateral Agreement creates fixed and floating charges over all assets of Dunmore Nigeria E&P Ltd. related to OML 47 and OML 63, including the rights and interests of Dunmore Nigeria E&P Ltd. under the applicable oil mining leases, related joint operating agreements, production infrastructure, and sale and offtake agreements.

We would note for Northgate Trust's attention that the assets subject to OML 47 and OML 63 are also subject to the regulatory oversight of the Nigerian upstream Petroleum Regulatory Commission (successor to the Department of Petroleum Resources) and that the Calderon Group ("NNPC") retains certain back-in rights and participation rights under the applicable concession arrangements. These regulatory and contractual features are described in the draft Nigerian Collateral Agreement and in the draft Indenture, and they constitute encumbrances and conditions on the collateral that will be reflected as Permitted Liens. Abayomi Chambers will provide a Nigerian law opinion confirming the validity and enforceability of the Nigerian Collateral Agreement, subject to customary qualifications and assumptions relating to Nigerian petroleum regulatory requirements.

D. Collateral Agreement (England) — Debenture

Full Title: Debenture, dated as of May 15, 2025 (subject to adjustment), among Dunmore Trading Ltd. and Northgate Trust Company, N.A., as Collateral Agent (the "English Collateral Agreement").

Governing Law: Laws of England and Wales.

The English Collateral Agreement has been prepared in coordination with Cresswell & Greaves LLP (Fiona Halsted, Partner), English counsel to the Issuers, located at 10 Fenchurch Avenue, London EC3M 5BN. The English Collateral Agreement creates a fixed charge over certain identified assets of Dunmore Trading Ltd. (including material contracts, receivables, and bank accounts) and a floating charge over all other assets of Dunmore Trading Ltd. not subject to the fixed charge. The debenture will be registered at Companies House in accordance with the requirements of the Companies Act 2006. Cresswell & Greaves LLP will provide an English law opinion confirming the validity and enforceability of the English Collateral Agreement, subject to customary qualifications and assumptions.

E. Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire

Full Title: Convention de Nantissement and Cession Fiduciaire, dated as of May 15, 2025 (subject to adjustment), among Dunmore Senegal S.A. and Northgate Trust Company, N.A., as Collateral Agent (the "Senegalese Collateral Agreement").

Governing Law: Laws of the Republic of Senegal.

The Senegalese Collateral Agreement has been prepared in coordination with Theron Moss & Associates SARL (Moustapha Sy, Partner), Senegalese counsel to the Issuers, located at Rue Moussé Diop 22, Plateau, Dakar, Senegal. The Senegalese Collateral Agreement creates security interests (by way of nantissement and cession fiduciaire) over all assets of Dunmore Senegal S.A. related to the Cayar Offshore Block, including the rights and interests of Dunmore Senegal S.A. under the PSC, related exploration and production infrastructure, and associated contracts and receivables.

We note that the PSC governing the Cayar Offshore contains certain provisions relating to the assignment, pledge, and encumbrance of the contractor's interest, and compliance with the PSC notification and consent requirements is a condition to the effectiveness of the Senegalese Collateral Agreement. Theron Moss & Associates SARL will provide a Senegalese law opinion confirming the validity and enforceability of the Senegalese Collateral Agreement, subject to customary qualifications and assumptions relating to PSC compliance requirements and the applicable provisions of the Senegalese Petroleum Code.

F. Intercreditor Agreement

Full Title: Intercreditor Agreement, dated as of May 15, 2025 (subject to adjustment), among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as ABL Agent, Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., and the Guarantors (the "Intercreditor Agreement").

Governing Law: State of New York.

Velthorn National Bank, N.A. (Robert Cavanaugh, Senior Vice President; 1111 Fannin Street, Suite 2500, Houston, TX 77002), serves as administrative agent (the "ABL Agent") under an existing asset-based revolving lending facility (the "ABL Facility") with an aggregate commitment of $750,000,000, of which approximately $470,000,000 is currently drawn. The ABL Facility bears interest at Term SOFR plus 275 basis points per annum, and it matures in June 2028. Counsel to Velthorn National Bank, N.A. in connection with the ABL Facility is Pruitt Halsey LLP.

The Intercreditor Agreement governs the relative rights, priorities, and remedies of Northgate Trust, as Notes Collateral Agent, and Velthorn National Bank, N.A., as ABL Agent, with respect to their respective liens on the collateral of the Issuers and the Guarantors. The Intercreditor Agreement delineates the collateral into two categories for purposes of lien priority:

(a) ABL Priority Collateral: Accounts receivable, inventory, deposit accounts, and related assets. With respect to the ABL Priority Collateral, Velthorn National Bank, N.A., as ABL Agent, holds a first-priority lien, and Northgate Trust, as Notes Collateral Agent, holds a second-priority lien.

(b) Notes Priority Collateral: Property, plant, and equipment (including oil and gas properties and renewable energy assets), equity interests of the Guarantor subsidiaries, intellectual property, material contracts (including hydrocarbon offtake agreements and the PSC), and related assets. With respect to the Notes Priority Collateral, Northgate Trust, as Notes Collateral Agent, holds a first-priority lien, and Velthorn National Bank, N.A., as ABL Agent, holds a second-priority lien.

We would particularly direct Northgate Trust's attention to the following provisions of the draft Intercreditor Agreement:

(i) the waterfall provisions governing the application of proceeds received upon the exercise of remedies with respect to ABL Priority Collateral and Notes Priority Collateral, respectively;

(ii) the enforcement standstill provisions, which restrict the ability of the junior lien creditor to exercise remedies with respect to collateral for a specified period following the occurrence of an Event of Default;

(iii) the provisions governing the release of collateral upon a disposition permitted under the Indenture and the ABL Facility credit agreement; and

(iv) the consent and cooperation provisions applicable to each Collateral Agent in connection with amendments, waivers, and modifications to the Security Documents.

Given the importance of the intercreditor mechanics to Northgate Trust's role as Notes Collateral Agent, we respectfully request that Northgate Trust's internal and external counsel review the draft Intercreditor Agreement with particular care and provide detailed comments thereon.

V. Paying Agent, Registrar, and Transfer Agent

We note for Northgate Trust's information that Beacon Fiduciary Services LLC ("Beacon") has been engaged to serve as Paying Agent, Registrar, and Transfer Agent under the Indenture. The primary contact at Beacon is Sandra Mitchum, Relationship Manager, located at 240 Greenwich Street, 7th Floor, New York, NY 10007. The terms of Beacon's engagement are set forth in a separate Paying Agency Agreement among the Issuers, Northgate Trust (as Trustee), and Beacon. A draft of the Paying Agency Agreement is currently being finalized and will be transmitted separately to Northgate Trust for its information and review in the near term. To the extent the Indenture or the Paying Agency Agreement contemplates coordination or interaction between the Trustee and the Paying Agent, we welcome Northgate Trust's comments on the relevant provisions of the draft Indenture.

VI. Multi-Jurisdictional Security Considerations

We wish to highlight for Northgate Trust's attention that the Security Documents described in Section IV above span four separate legal jurisdictions: the State of New York (United States), the Federal Republic of Nigeria, England and Wales (United Kingdom), and the Republic of Senegal. The multi-jurisdictional nature of the collateral package presents certain complexities relating to the creation, perfection, and enforcement of security interests, as well as the authority and capacity of the Collateral Agent to act in each jurisdiction.

To address these complexities, the Issuers have engaged local counsel in each relevant jurisdiction to prepare and review the applicable Security Documents and to provide legal opinions at closing confirming the validity and enforceability thereof. The local counsel engagements are as follows:

(a) Nigeria: Abayomi Chambers (Chidinma Okafor, Partner), 14 Broad Street, Victoria Island, Lagos, Nigeria. Abayomi Chambers will provide a Nigerian law opinion confirming the validity, enforceability, and priority of the Nigerian Collateral Agreement.

(b) England and Wales: Cresswell & Greaves LLP (Fiona Halsted, Partner), 10 Fenchurch Avenue, London EC3M 5BN. Cresswell & Greaves LLP will provide an English law opinion confirming the validity, enforceability, and priority of the English Collateral Agreement.

(c) Senegal: Theron Moss & Associates SARL (Moustapha Sy, Partner), Rue Moussé Diop 22, Plateau, Dakar, Senegal. Theron Moss & Associates SARL will provide a Senegalese law opinion confirming the validity, enforceability, and priority of the Senegalese Collateral Agreement.

(d) Cayman Islands: Kincaid & Moreau LLP (Nigel Ashworth, Partner), 68 Fort Street, George Town, Grand Cayman KY1-1107. Kincaid & Moreau LLP will provide a Cayman Islands opinion confirming the due incorporation and valid existence of DEH under the laws of the Cayman Islands, the corporate capacity and authority of DEH to enter into the Indenture, the Security Documents, and the other transaction documents, and the enforceability of such documents against DEH.

In addition, we will be providing a New York law opinion on behalf of the Issuers at closing, covering the enforceability of the Indenture, the U.S. Collateral Agreement, and the other transaction documents governed by New York law.

We note that Northgate Trust will be required to deliver at closing an in-house counsel opinion confirming its authority and capacity to act as Trustee under the Indenture and as Collateral Agent under the Security Documents, including its authority to act as Collateral Agent in each applicable jurisdiction. We respectfully request that Northgate Trust circulate its customary form of in-house counsel opinion at the earliest practicable date so that we may review the form and coordinate any revisions that may be necessary.

VII. Timeline and Comment Period

Set forth below is the expected timeline for the offering. We recognize that certain dates remain subject to adjustment based on market conditions and the progress of documentation, but we present the following as our current working timeline:

Given the compressed timeline for this offering, we would strongly encourage Northgate Trust to commence its review of the enclosed draft documents immediately upon receipt and to provide its comments to us as promptly as practicable. We are available to discuss any provisions of the draft documents by telephone or video conference at Northgate Trust's convenience. We recognize that certain provisions — particularly those relating to Northgate Trust's duties, liabilities, protections, compensation, and indemnification — may require iterative discussion, and we are committed to working collaboratively with Northgate Trust to finalize the documentation in a manner that is satisfactory to all parties.

VIII. Key Dunmore Financial Data for Trustee's Information

For the purpose of providing context relevant to Northgate Trust's engagement, we set forth below certain summary financial and corporate information regarding DEH. This information is provided for Northgate Trust's reference only and is qualified in its entirety by reference to the financial statements and other disclosures included in the Preliminary Offering Memorandum, which has been circulated contemporaneously herewith to the Initial Purchasers and prospective investors.

Financial Summary (Fiscal Year Ended December 31, 2024):

The reserves data set forth above is based on the independent reserves report prepared by Duval Howard & Partners, independent petroleum engineers, as of December 31, 2024, and is included as an exhibit to the Preliminary Offering Memorandum.

Ownership:

• Harborview Capital Partners Fund VI, L.P. — 62.4%

• Management and directors — 18.3%

• Solstice Infrastructure Fund LP — 11.1%

• Alderman Family Office LLC — 8.2%

Key Management:

• Chief Executive Officer: Marcus Ellingham

• Chief Financial Officer: Deepa Rajaram

• General Counsel: Alistair Forde

• Board Chair: Lady Constance Harrowby

IX. OFAC and Sanctions Compliance Note

We wish to draw Northgate Trust's particular attention to the OFAC sanctions representations and covenants set forth in the draft Indenture. Given that DEH, through its subsidiaries, conducts operations in Nigeria and Senegal — jurisdictions that may present heightened sanctions risk profiles — the Indenture contains robust provisions addressing compliance with applicable sanctions laws and regulations.

Specifically, the Issuers represent and warrant in the Indenture that neither the Issuers nor any Guarantor, nor any director, officer, employee, or agent thereof, nor any person acting on behalf of any of the foregoing, is (i) a person that is listed on, or owned or controlled by a person that is listed on, the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by OFAC, (ii) a person that is listed on, or owned or controlled by a person that is listed on, the Sectoral Sanctions Identifications List ("SSI List") maintained by OFAC, or (iii) a person that is located, organized, or resident in a country or territory that is the subject or target of comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine). The Issuers further covenant that the proceeds of the Notes will not be used, directly or indirectly, in violation of OFAC sanctions or any other applicable sanctions laws.

We note that a comprehensive sanctions screening was completed on April 25, 2025 by Sandoval Compliance Solutions LLC (Rosa Medina, Managing Director) against the following sanctions lists:

• OFAC SDN List

• OFAC SSI List

• EU Consolidated Sanctions List

• UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List

No hits or potential matches were identified in connection with the screening. Post-closing, the Issuers have committed to conducting quarterly sanctions monitoring through Sandoval Compliance Solutions LLC for the life of the Notes.

We respectfully request that Northgate Trust confirm that it has completed, or will complete prior to the closing date, its internal Know Your Customer ("KYC") and sanctions clearance procedures with respect to the Dunmore engagement, including with respect to all Issuers, Guarantors, and their respective beneficial owners. Please advise us if any additional information or documentation is required from the Issuers or the Guarantors to facilitate Northgate Trust's internal clearance process.

X. Request for Action Items

In order to maintain the timeline set forth in Section VII above and to ensure the orderly progression of the documentation process toward closing, we respectfully request that Northgate Trust undertake the following action items at its earliest convenience:

1. Review and provide comments on the draft Indenture. We particularly request Northgate Trust's comments on the trustee provisions (Article IV), the Events of Default and remedies provisions (Article VI), the compensation and indemnification provisions (Article VII), and the Collateral Agent provisions (Article VIII). Comments are requested by approximately May 5, 2025.

2. Review and provide comments on the draft Intercreditor Agreement. We particularly request Northgate Trust's comments on the waterfall provisions, the enforcement standstill mechanics, and the collateral release provisions, each as they relate to Northgate Trust's role as Notes Collateral Agent.

3. Review each Security Document and confirm acceptance of the Collateral Agent role thereunder. Northgate Trust should review the U.S. Collateral Agreement (Pledge and Security Agreement), the Nigerian Collateral Agreement (Debenture and Charge), the English Collateral Agreement (Debenture), and the Senegalese Collateral Agreement (Nantissement and Cession Fiduciaire), and confirm that it is prepared to accept the role of Collateral Agent under each such document, in each applicable jurisdiction.

4. Circulate Northgate Trust's form of in-house counsel opinion. As noted in Section VI above, Northgate Trust will be required to deliver an in-house counsel opinion at closing confirming its authority and capacity to act as Trustee and Collateral Agent. We request that Northgate Trust circulate its customary form of such opinion for our review as promptly as practicable.

5. Confirm internal KYC/sanctions clearance. We request that Northgate Trust confirm that it has completed, or will timely complete, its internal KYC and sanctions clearance procedures with respect to the Dunmore engagement, and that it advise us of any additional information or documentation required in connection therewith.

6. Provide Northgate Trust's fee schedule and engagement terms. We request that Northgate Trust provide its current fee schedule and proposed engagement terms for its services as Trustee and Collateral Agent, to the extent not already set forth in the engagement letter with the Issuers.

7. Designate a contact for ongoing coordination. Please confirm that William Kerrigan will serve as Northgate Trust's primary contact for ongoing coordination of the documentation and closing process, or designate an alternate contact if appropriate.

XI. Enclosures

The following draft documents are enclosed herewith and are being transmitted simultaneously in electronic format via the Calderwood & Harkness secure document portal:

1. Draft Indenture (marked "DRAFT — April 28, 2025")

2. Draft Collateral Agreement (U.S.) — Pledge and Security Agreement (marked "DRAFT — April 28, 2025")

3. Draft Collateral Agreement (Nigeria) — Debenture and Charge (marked "DRAFT — April 28, 2025")

4. Draft Collateral Agreement (England) — Debenture (marked "DRAFT — April 28, 2025")

5. Draft Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire (marked "DRAFT — April 28, 2025")

6. Draft Intercreditor Agreement (marked "DRAFT — April 28, 2025")

7. Outline Term Sheet (dated April 21, 2025)

XII. Confidentiality

All documents enclosed herewith, including the draft Indenture, the draft Security Documents, the draft Intercreditor Agreement, and the Outline Term Sheet, are strictly confidential and are being furnished to Northgate Trust solely in connection with its engagement as Trustee and Collateral Agent for the Notes. The enclosed documents are subject to the confidentiality obligations set forth in Northgate Trust's engagement letter with the Issuers, and Northgate Trust should not disclose or distribute any of the enclosed documents to any person other than its internal and external counsel and such other representatives as may be required to review the documents in connection with Northgate Trust's engagement, in each case subject to appropriate confidentiality obligations.

All enclosed documents are in draft form and are subject to further revision based on comments received from Northgate Trust, the Initial Purchasers' counsel, and the other transaction parties. No enclosed document shall be deemed final or binding unless and until executed and delivered by all parties thereto on the closing date.

We look forward to working with you and your team on this transaction. Should you have any questions or comments regarding the enclosed draft documents, or should you wish to arrange a call or meeting to discuss any aspect of the transaction or the documentation, please do not hesitate to contact any of the following members of the Calderwood & Harkness LLP deal team:

Jennifer Kwon, Partner Telephone: (212) 554-7238

Email: jkwon@calderwoodharkness.com

Eric Johannsen, Lead Associate Telephone: (212) 554-7415

Email: ejohannsen@calderwoodharkness.com

Claire Dempsey, Working Associate Telephone: (212) 554-7522

Email: cdempsey@calderwoodharkness.com

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

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

cc (via electronic mail):

Eric Johannsen, Calderwood & Harkness LLP Claire Dempsey, Calderwood & Harkness LLP Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. Harrison Cates, Whitfield Baxter & Cohn LLP (counsel to Initial Purchasers) Robert Cavanaugh, Velthorn National Bank, N.A. (ABL Agent — for Intercreditor Agreement coordination)

Enclosures: As listed in Section XI above (7 documents)

CUSIP	ISIN
Rule 144A	265387 AA 5	US265387AA51
Regulation S	C2085R AA 2	USC2085RAA24
Initial Purchaser	Role	Allocation (%)	Allocation ($)
Ridgeline Capital Markets LLC	Lead Left Bookrunner	55%	$467,500,000
Clarion Securities Inc.	Joint Bookrunner	30%	$255,000,000
Pinnacle Partners LLC	Co-Manager	15%	$127,500,000
Period	Redemption Price
May 1, 2028 through April 30, 2029	104.688%
May 1, 2029 through April 30, 2030	102.344%
May 1, 2030 through April 30, 2031	101.172%
May 1, 2031 and thereafter	100.000%
Event	Date
Draft documents transmitted to Northgate Trust	April 28, 2025 (this letter)
Northgate Trust comments due	Approximately May 5, 2025
Road-show commencement	May 5, 2025
Pricing	May 12, 2025
Final Offering Memorandum delivery	May 14, 2025
Expected closing and settlement (T+1)	May 15, 2025
First interest payment date	November 1, 2025
Metric	Amount
Revenue	$2,140,000,000
EBITDA	$816,000,000
Pro forma total debt (post-offering)	$1,720,000,000
Pro forma gross leverage (total debt / EBITDA)	2.11x

Cash and cash equivalents	$185,000,000
Total proved reserves (as of December 31, 2024)	345.8 MMboe
Aggregate PV-10 (proved reserves)	$6,700,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, NY 10017 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
April 28, 2025
VIA ELECTRONIC MAIL AND HAND DELIVERY
William Kerrigan Vice President — Corporate Trust Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005
Re: Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. — $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032; Northgate Trust Company, N.A. as Indenture Trustee and Collateral Agent
Calderwood & Harkness LLP Matter No. 1016-00003
Dear Mr. Kerrigan:
I. Introduction and Engagement Context
We write on behalf of our clients, Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106, and together with DEH, the "Issuers"), in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). Calderwood & Harkness LLP serves as issuer's counsel in connection with this offering.
The Notes will be offered and sold in the United States to qualified institutional buyers ("QIBs") pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S promulgated under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereof.
As you are aware, Northgate Trust Company, N.A. ("Northgate Trust") has been engaged to serve as Trustee under the Indenture (as defined below) and as Collateral Agent under the Security Documents (as defined below) in connection with the offering and issuance of the Notes. We understand that Northgate Trust has entered into, or is in the process of finalizing, a separate engagement letter with the Issuers memorializing the terms of its engagement in such capacities.
The purpose of this letter is to transmit to you, for review and comment by Northgate Trust's internal and external counsel, the draft Indenture and Security Documents described in detail below. Given the anticipated timeline for this offering, which is described in Section VII of this letter, we respectfully request that Northgate Trust provide its initial comments on all draft documents on or before May 5, 2025. We appreciate your prompt attention to these materials and look forward to working constructively with you and your team to finalize the documentation in advance of the expected closing date.
II. Transaction Overview
Set forth below is a summary of the principal terms of the offering for Northgate Trust's reference. This summary is qualified in its entirety by reference to the draft Indenture and the other enclosed draft documents.
Issuers: DEH, as Issuer, and DUFC, as Co-Issuer. DEH is a Cayman Islands exempted company that serves as the holding company for the Dunmore group of companies. DUFC is a Delaware corporation and a wholly owned subsidiary of DEH that has been organized for the sole purpose of serving as a co-issuer of the Notes.
Aggregate Principal Amount: $850,000,000.
Coupon: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025.
Maturity Date: May 1, 2032.
Issue Price: 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000.
Original Issue discount: 1.50% of par ($12,750,000).
CUSIP / ISIN:
Minimum Denomination: $2,000 and integral multiples of $1,000 in excess thereof.
Governing Law: State of New York (without regard to conflict of law principles, other than Section 5-1401 of the New York General Obligations Law).
Preliminary Ratings: The Notes have received preliminary credit ratings of B2 (Stable Outlook) from Lodestar Ratings International and B+ (Stable Outlook) from Veridian Credit Assessments Inc. These ratings are preliminary and subject to change prior to the assignment of final ratings at or prior to the time of pricing. Neither rating constitutes a recommendation to buy, sell, or hold the Notes, and each rating should be evaluated independently of any other rating.
Initial Purchasers: The Notes will be placed by the following initial purchasers (the "Initial Purchasers") pursuant to a Purchase Agreement to be entered into among the Issuers, the Guarantors, and the Initial Purchasers:
Counsel to Initial Purchasers: Whitfield Baxter & Cohn LLP (Harrison Cates, Partner).
Use of Proceeds: The Issuers intend to apply the net proceeds from the offering of the Notes as follows:
(i) approximately $450,000,000 to partially repay the outstanding principal amount of the Issuers' existing 7.50% Senior Unsecured Notes due 2028, of which approximately $625,000,000 in aggregate principal amount is currently outstanding;
(ii) approximately $250,000,000 to fund development capital expenditures relating to Phase II of the Cayar Offshore development project operated by Dunmore Senegal S.A. in the Cayar Offshore Block, offshore Senegal;
(iii) approximately $114,750,000 for general corporate purposes, including working capital; and
(iv) approximately $22,500,000 to pay estimated offering fees and expenses, including Initial Purchaser discounts, legal fees, trustee fees, printing and distribution costs, and other customary transaction costs.
III. Guarantors
The Notes will be jointly and severally guaranteed (each, a "Guarantee," and collectively, the "Guarantees") on a senior secured basis by each of the following 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 Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), both located in the Niger Delta region of Nigeria. OML 47 and OML 63 represent a substantial portion of DEH's proved reserve base and current production.
2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC holds leasehold interests in the deepwater Gulf of Mexico, principally in the Green Canyon and Garden Banks areas, and is the operator or non-operating participant in multiple producing fields and development-stage properties in those 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 portfolio of solar energy generation assets located in West Texas with aggregate nameplate 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. holds the production sharing contract ("PSC") for the Cayar Offshore Block and is the operator of the Cayar Offshore development project, which is currently in its Phase II development stage.
5. Dunmore Midstream Holdings Inc. — a corporation incorporated under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates gathering, processing, and transportation pipeline infrastructure supporting DEH's upstream operations in the Gulf of Mexico and related onshore facilities.
6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the offtake, marketing, and trading arm for the Dunmore group, managing the sale and hedging of crude oil, natural gas, and refined product volumes produced by the group's upstream and midstream operations.
Each Guarantee will constitute a senior secured obligation of the respective Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor. The Guarantees will be secured by the liens granted under the Security Documents described in Section IV below.
IV. Description of Enclosed Draft Documents
Enclosed with this letter, and transmitted herewith in both electronic format (via the Calderwood & Harkness secure document portal) and hard copy, are the following draft documents. Each document is in draft form, dated April 28, 2025, and is subject to further revision based on comments received from Northgate Trust, the Initial Purchasers' counsel, and the other transaction parties. We have noted below, with respect to each document, the provisions to which we would particularly direct Northgate Trust's attention.
A. Indenture (Draft — Execution Form)
Full Title: Indenture, dated as of May 15, 2025 (subject to adjustment), among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Indenture").
Governing Law: State of New York.
The draft Indenture contains the covenants, events of default, and other terms and conditions governing the Notes, the Guarantees, and the obligations of the parties thereto. We would call to Northgate Trust's particular attention the following provisions:
(a) Article IV (The Trustee) — This article sets forth the duties, immunities, and liabilities of Northgate Trust in its capacity as Trustee. We have drafted these provisions to be substantially consistent with prevailing market standards for high-yield indentures, including the standard of care applicable to the Trustee, the circumstances under which the Trustee may rely on officers' certificates, opinions of counsel, and other documents, and the conditions under which the Trustee is entitled to refuse to act. We would welcome Northgate Trust's comments on any deviations from its customary form and any provisions that Northgate Trust believes require modification.
(b) Article VI (Events of Default and Remedies) — This article defines the Events of Default under the Indenture and describes the remedies available to the Trustee and the holders of the Notes upon the occurrence and continuance of an Event of Default. These include provisions relating to acceleration of the Notes, direction by holders of not less than 25% in aggregate principal amount of the outstanding Notes, waiver of past defaults by holders of not less than a majority in aggregate principal amount, and limitations on individual holder suits. Northgate Trust should review these provisions to confirm that the mechanics of acceleration, the Trustee's discretion to act, and the protections afforded to the Trustee in exercising remedies are consistent with Northgate Trust's requirements.
(c) Article VII (Trustee Compensation, Indemnification, and Reimbursement) — This article sets forth Northgate Trust's rights to compensation, indemnification, and reimbursement of expenses in connection with its services as Trustee and Collateral Agent. We anticipate that Northgate Trust will wish to review these provisions carefully against its standard engagement terms and fee schedule. Northgate Trust's lien on the trust estate for unpaid compensation and unreimbursed expenses is addressed in this article, and we expect that Northgate Trust may have comments regarding the priority of such lien relative to the claims of holders.
(d) Article VIII (Collateral Agent Provisions) — This article sets forth the duties, protections, and standard of care applicable to Northgate Trust in its capacity as Collateral Agent under the Security Documents. These provisions address, among other things, the Collateral Agent's right to rely upon the direction of holders in exercising remedies with respect to the collateral, the Collateral Agent's protections and immunities in connection with the custody and release of collateral, and the Collateral Agent's obligations with respect to the perfection and maintenance of liens.
(e) Redemption Provisions — The draft Indenture provides for the following optional and mandatory redemption features, which will be reflected in the Preliminary Offering Memorandum:
(i) Optional Redemption on or after May 1, 2028: The Issuers may redeem the Notes, in whole or in part, at any time on or after May 1, 2028, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date:
(ii) Make-Whole Redemption prior to May 1, 2028: Prior to May 1, 2028, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus a make-whole premium calculated by reference to the yield to maturity of a comparable United States Treasury security (the "Treasury Rate") plus 50 basis points, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
(iii) Equity Clawback: Prior to May 1, 2028, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes originally issued with the net cash proceeds of one or more equity offerings at a redemption price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, provided that at least 60% of the aggregate principal amount of the Notes originally issued remains outstanding immediately after the occurrence of each such redemption.
(f) Change of Control — Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuers to repurchase all or any portion of such holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
(g) OFAC Sanctions Representations and Covenants — The draft Indenture includes representations and covenants relating to compliance with the economic sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, applicable Executive Orders, and other sanctions laws. These provisions, described in greater detail in Section IX below, are of heightened relevance given DEH's operations in Nigeria and Senegal.
(h) Tax Gross-Up and Additional Amounts — Given that DEH is a Cayman Islands exempted company, the draft Indenture includes provisions obligating the Issuers to pay additional amounts in respect of any withholding taxes imposed by the Cayman Islands, Nigeria, Senegal, or the United Kingdom on payments of interest or principal on the Notes, subject to customary exceptions and limitations. These provisions are relevant to the structure of the offering and to the obligations of the Paying Agent in processing payments.
(i) Interest Payment Mechanics — Interest on the Notes will be payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2025, through the Paying Agent. We note that Beacon Fiduciary Services LLC ("Beacon") has been engaged as Paying Agent, Registrar, and Transfer Agent (as described in greater detail in Section V below). The Indenture provides for the timely deposit of funds with the Paying Agent for distribution to holders through The Depository Trust Company ("DTC") or its nominee. The Notes will be issued in book-entry form only, represented by one or more global notes deposited with DTC, and beneficial interests therein will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.
B. Collateral Agreement (U.S.) — Pledge and Security Agreement
Full Title: Pledge and Security Agreement, dated as of May 15, 2025 (subject to adjustment), among Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Midstream Holdings Inc., and Northgate Trust Company, N.A., as Collateral Agent (the "U.S. Collateral Agreement").
Governing Law: State of New York.
The U.S. Collateral Agreement grants to Northgate Trust, as Collateral Agent for the benefit of the holders of the Notes, a first-priority security interest in and lien upon the following categories of collateral (the "U.S. Collateral"), subject in each case to Permitted Liens (as defined in the Indenture):
(i) all equity interests of each Guarantor subsidiary directly owned by the Issuers or any U.S. Guarantor, including all certificates, instruments, or other documents evidencing such equity interests, and all rights, powers, and remedies associated therewith;
(ii) substantially all tangible and intangible personal property of the Issuers and each of the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), including without limitation equipment, fixtures, goods, general intangibles, deposit accounts, securities accounts, investment property, chattel paper, commercial tort claims, and proceeds of all of the foregoing;
(iii) all intercompany receivables owed by any Guarantor or subsidiary of the Issuers to the Issuers or any U.S. Guarantor;
(iv) all rights under material hydrocarbon offtake contracts, including crude oil and natural gas purchase and sale agreements, processing agreements, transportation agreements, and hedging agreements, to the extent such rights are assignable without the consent of the counterparty thereto or to the extent such consent has been obtained; and
(v) all right, title, and interest in and to the proceeds of insurance policies maintained with respect to the U.S. Collateral, to the extent such proceeds relate to collateral loss, damage, or destruction.
In order to perfect the security interests granted under the U.S. Collateral Agreement, UCC-1 financing statements will be filed with the Delaware Secretary of State with respect to each of the Issuers and the U.S. Guarantors organized in the State of Delaware. Control agreements with respect to deposit accounts and securities accounts will be entered into where required. We would direct Northgate Trust's attention to the provisions of the U.S. Collateral Agreement describing the Collateral Agent's duties, rights, protections, and standard of care, which are substantially consistent with the Collateral Agent provisions set forth in Article VIII of the draft Indenture.
C. Collateral Agreement (Nigeria) — Debenture and Charge
Full Title: Debenture and Charge, dated as of May 15, 2025 (subject to adjustment), among Dunmore Nigeria E&P Ltd. and Northgate Trust Company, N.A., as Collateral Agent (the "Nigerian Collateral Agreement").
Governing Law: Laws of the Federal Republic of Nigeria.
The Nigerian Collateral Agreement has been prepared in coordination with Abayomi Chambers (Chidinma Okafor, Partner), Nigerian counsel to the Issuers, located at 14 Broad Street, Victoria Island, Lagos, Nigeria. The Nigerian Collateral Agreement creates fixed and floating charges over all assets of Dunmore Nigeria E&P Ltd. related to OML 47 and OML 63, including the rights and interests of Dunmore Nigeria E&P Ltd. under the applicable oil mining leases, related joint operating agreements, production infrastructure, and sale and offtake agreements.
We would note for Northgate Trust's attention that the assets subject to OML 47 and OML 63 are also subject to the regulatory oversight of the Nigerian upstream Petroleum Regulatory Commission (successor to the Department of Petroleum Resources) and that the Calderon Group ("NNPC") retains certain back-in rights and participation rights under the applicable concession arrangements. These regulatory and contractual features are described in the draft Nigerian Collateral Agreement and in the draft Indenture, and they constitute encumbrances and conditions on the collateral that will be reflected as Permitted Liens. Abayomi Chambers will provide a Nigerian law opinion confirming the validity and enforceability of the Nigerian Collateral Agreement, subject to customary qualifications and assumptions relating to Nigerian petroleum regulatory requirements.
D. Collateral Agreement (England) — Debenture
Full Title: Debenture, dated as of May 15, 2025 (subject to adjustment), among Dunmore Trading Ltd. and Northgate Trust Company, N.A., as Collateral Agent (the "English Collateral Agreement").
Governing Law: Laws of England and Wales.
The English Collateral Agreement has been prepared in coordination with Cresswell & Greaves LLP (Fiona Halsted, Partner), English counsel to the Issuers, located at 10 Fenchurch Avenue, London EC3M 5BN. The English Collateral Agreement creates a fixed charge over certain identified assets of Dunmore Trading Ltd. (including material contracts, receivables, and bank accounts) and a floating charge over all other assets of Dunmore Trading Ltd. not subject to the fixed charge. The debenture will be registered at Companies House in accordance with the requirements of the Companies Act 2006. Cresswell & Greaves LLP will provide an English law opinion confirming the validity and enforceability of the English Collateral Agreement, subject to customary qualifications and assumptions.
E. Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire
Full Title: Convention de Nantissement and Cession Fiduciaire, dated as of May 15, 2025 (subject to adjustment), among Dunmore Senegal S.A. and Northgate Trust Company, N.A., as Collateral Agent (the "Senegalese Collateral Agreement").
Governing Law: Laws of the Republic of Senegal.
The Senegalese Collateral Agreement has been prepared in coordination with Theron Moss & Associates SARL (Moustapha Sy, Partner), Senegalese counsel to the Issuers, located at Rue Moussé Diop 22, Plateau, Dakar, Senegal. The Senegalese Collateral Agreement creates security interests (by way of nantissement and cession fiduciaire) over all assets of Dunmore Senegal S.A. related to the Cayar Offshore Block, including the rights and interests of Dunmore Senegal S.A. under the PSC, related exploration and production infrastructure, and associated contracts and receivables.
We note that the PSC governing the Cayar Offshore contains certain provisions relating to the assignment, pledge, and encumbrance of the contractor's interest, and compliance with the PSC notification and consent requirements is a condition to the effectiveness of the Senegalese Collateral Agreement. Theron Moss & Associates SARL will provide a Senegalese law opinion confirming the validity and enforceability of the Senegalese Collateral Agreement, subject to customary qualifications and assumptions relating to PSC compliance requirements and the applicable provisions of the Senegalese Petroleum Code.
F. Intercreditor Agreement
Full Title: Intercreditor Agreement, dated as of May 15, 2025 (subject to adjustment), among Northgate Trust Company, N.A., as Notes Collateral Agent, Velthorn National Bank, N.A., as ABL Agent, Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., and the Guarantors (the "Intercreditor Agreement").
Governing Law: State of New York.
Velthorn National Bank, N.A. (Robert Cavanaugh, Senior Vice President; 1111 Fannin Street, Suite 2500, Houston, TX 77002), serves as administrative agent (the "ABL Agent") under an existing asset-based revolving lending facility (the "ABL Facility") with an aggregate commitment of $750,000,000, of which approximately $470,000,000 is currently drawn. The ABL Facility bears interest at Term SOFR plus 275 basis points per annum, and it matures in June 2028. Counsel to Velthorn National Bank, N.A. in connection with the ABL Facility is Pruitt Halsey LLP.
The Intercreditor Agreement governs the relative rights, priorities, and remedies of Northgate Trust, as Notes Collateral Agent, and Velthorn National Bank, N.A., as ABL Agent, with respect to their respective liens on the collateral of the Issuers and the Guarantors. The Intercreditor Agreement delineates the collateral into two categories for purposes of lien priority:
(a) ABL Priority Collateral: Accounts receivable, inventory, deposit accounts, and related assets. With respect to the ABL Priority Collateral, Velthorn National Bank, N.A., as ABL Agent, holds a first-priority lien, and Northgate Trust, as Notes Collateral Agent, holds a second-priority lien.
(b) Notes Priority Collateral: Property, plant, and equipment (including oil and gas properties and renewable energy assets), equity interests of the Guarantor subsidiaries, intellectual property, material contracts (including hydrocarbon offtake agreements and the PSC), and related assets. With respect to the Notes Priority Collateral, Northgate Trust, as Notes Collateral Agent, holds a first-priority lien, and Velthorn National Bank, N.A., as ABL Agent, holds a second-priority lien.
We would particularly direct Northgate Trust's attention to the following provisions of the draft Intercreditor Agreement:
(i) the waterfall provisions governing the application of proceeds received upon the exercise of remedies with respect to ABL Priority Collateral and Notes Priority Collateral, respectively;
(ii) the enforcement standstill provisions, which restrict the ability of the junior lien creditor to exercise remedies with respect to collateral for a specified period following the occurrence of an Event of Default;
(iii) the provisions governing the release of collateral upon a disposition permitted under the Indenture and the ABL Facility credit agreement; and
(iv) the consent and cooperation provisions applicable to each Collateral Agent in connection with amendments, waivers, and modifications to the Security Documents.
Given the importance of the intercreditor mechanics to Northgate Trust's role as Notes Collateral Agent, we respectfully request that Northgate Trust's internal and external counsel review the draft Intercreditor Agreement with particular care and provide detailed comments thereon.
V. Paying Agent, Registrar, and Transfer Agent
We note for Northgate Trust's information that Beacon Fiduciary Services LLC ("Beacon") has been engaged to serve as Paying Agent, Registrar, and Transfer Agent under the Indenture. The primary contact at Beacon is Sandra Mitchum, Relationship Manager, located at 240 Greenwich Street, 7th Floor, New York, NY 10007. The terms of Beacon's engagement are set forth in a separate Paying Agency Agreement among the Issuers, Northgate Trust (as Trustee), and Beacon. A draft of the Paying Agency Agreement is currently being finalized and will be transmitted separately to Northgate Trust for its information and review in the near term. To the extent the Indenture or the Paying Agency Agreement contemplates coordination or interaction between the Trustee and the Paying Agent, we welcome Northgate Trust's comments on the relevant provisions of the draft Indenture.
VI. Multi-Jurisdictional Security Considerations
We wish to highlight for Northgate Trust's attention that the Security Documents described in Section IV above span four separate legal jurisdictions: the State of New York (United States), the Federal Republic of Nigeria, England and Wales (United Kingdom), and the Republic of Senegal. The multi-jurisdictional nature of the collateral package presents certain complexities relating to the creation, perfection, and enforcement of security interests, as well as the authority and capacity of the Collateral Agent to act in each jurisdiction.
To address these complexities, the Issuers have engaged local counsel in each relevant jurisdiction to prepare and review the applicable Security Documents and to provide legal opinions at closing confirming the validity and enforceability thereof. The local counsel engagements are as follows:
(a) Nigeria: Abayomi Chambers (Chidinma Okafor, Partner), 14 Broad Street, Victoria Island, Lagos, Nigeria. Abayomi Chambers will provide a Nigerian law opinion confirming the validity, enforceability, and priority of the Nigerian Collateral Agreement.
(b) England and Wales: Cresswell & Greaves LLP (Fiona Halsted, Partner), 10 Fenchurch Avenue, London EC3M 5BN. Cresswell & Greaves LLP will provide an English law opinion confirming the validity, enforceability, and priority of the English Collateral Agreement.
(c) Senegal: Theron Moss & Associates SARL (Moustapha Sy, Partner), Rue Moussé Diop 22, Plateau, Dakar, Senegal. Theron Moss & Associates SARL will provide a Senegalese law opinion confirming the validity, enforceability, and priority of the Senegalese Collateral Agreement.
(d) Cayman Islands: Kincaid & Moreau LLP (Nigel Ashworth, Partner), 68 Fort Street, George Town, Grand Cayman KY1-1107. Kincaid & Moreau LLP will provide a Cayman Islands opinion confirming the due incorporation and valid existence of DEH under the laws of the Cayman Islands, the corporate capacity and authority of DEH to enter into the Indenture, the Security Documents, and the other transaction documents, and the enforceability of such documents against DEH.
In addition, we will be providing a New York law opinion on behalf of the Issuers at closing, covering the enforceability of the Indenture, the U.S. Collateral Agreement, and the other transaction documents governed by New York law.
We note that Northgate Trust will be required to deliver at closing an in-house counsel opinion confirming its authority and capacity to act as Trustee under the Indenture and as Collateral Agent under the Security Documents, including its authority to act as Collateral Agent in each applicable jurisdiction. We respectfully request that Northgate Trust circulate its customary form of in-house counsel opinion at the earliest practicable date so that we may review the form and coordinate any revisions that may be necessary.
VII. Timeline and Comment Period
Set forth below is the expected timeline for the offering. We recognize that certain dates remain subject to adjustment based on market conditions and the progress of documentation, but we present the following as our current working timeline:
Given the compressed timeline for this offering, we would strongly encourage Northgate Trust to commence its review of the enclosed draft documents immediately upon receipt and to provide its comments to us as promptly as practicable. We are available to discuss any provisions of the draft documents by telephone or video conference at Northgate Trust's convenience. We recognize that certain provisions — particularly those relating to Northgate Trust's duties, liabilities, protections, compensation, and indemnification — may require iterative discussion, and we are committed to working collaboratively with Northgate Trust to finalize the documentation in a manner that is satisfactory to all parties.
VIII. Key Dunmore Financial Data for Trustee's Information
For the purpose of providing context relevant to Northgate Trust's engagement, we set forth below certain summary financial and corporate information regarding DEH. This information is provided for Northgate Trust's reference only and is qualified in its entirety by reference to the financial statements and other disclosures included in the Preliminary Offering Memorandum, which has been circulated contemporaneously herewith to the Initial Purchasers and prospective investors.
Financial Summary (Fiscal Year Ended December 31, 2024):
The reserves data set forth above is based on the independent reserves report prepared by Duval Howard & Partners, independent petroleum engineers, as of December 31, 2024, and is included as an exhibit to the Preliminary Offering Memorandum.
Ownership:
• Harborview Capital Partners Fund VI, L.P. — 62.4%
• Management and directors — 18.3%
• Solstice Infrastructure Fund LP — 11.1%
• Alderman Family Office LLC — 8.2%
Key Management:
• Chief Executive Officer: Marcus Ellingham
• Chief Financial Officer: Deepa Rajaram
• General Counsel: Alistair Forde
• Board Chair: Lady Constance Harrowby
IX. OFAC and Sanctions Compliance Note
We wish to draw Northgate Trust's particular attention to the OFAC sanctions representations and covenants set forth in the draft Indenture. Given that DEH, through its subsidiaries, conducts operations in Nigeria and Senegal — jurisdictions that may present heightened sanctions risk profiles — the Indenture contains robust provisions addressing compliance with applicable sanctions laws and regulations.
Specifically, the Issuers represent and warrant in the Indenture that neither the Issuers nor any Guarantor, nor any director, officer, employee, or agent thereof, nor any person acting on behalf of any of the foregoing, is (i) a person that is listed on, or owned or controlled by a person that is listed on, the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by OFAC, (ii) a person that is listed on, or owned or controlled by a person that is listed on, the Sectoral Sanctions Identifications List ("SSI List") maintained by OFAC, or (iii) a person that is located, organized, or resident in a country or territory that is the subject or target of comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine). The Issuers further covenant that the proceeds of the Notes will not be used, directly or indirectly, in violation of OFAC sanctions or any other applicable sanctions laws.
We note that a comprehensive sanctions screening was completed on April 25, 2025 by Sandoval Compliance Solutions LLC (Rosa Medina, Managing Director) against the following sanctions lists:
• OFAC SDN List
• OFAC SSI List
• EU Consolidated Sanctions List
• UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List
No hits or potential matches were identified in connection with the screening. Post-closing, the Issuers have committed to conducting quarterly sanctions monitoring through Sandoval Compliance Solutions LLC for the life of the Notes.
We respectfully request that Northgate Trust confirm that it has completed, or will complete prior to the closing date, its internal Know Your Customer ("KYC") and sanctions clearance procedures with respect to the Dunmore engagement, including with respect to all Issuers, Guarantors, and their respective beneficial owners. Please advise us if any additional information or documentation is required from the Issuers or the Guarantors to facilitate Northgate Trust's internal clearance process.
X. Request for Action Items
In order to maintain the timeline set forth in Section VII above and to ensure the orderly progression of the documentation process toward closing, we respectfully request that Northgate Trust undertake the following action items at its earliest convenience:
1. Review and provide comments on the draft Indenture. We particularly request Northgate Trust's comments on the trustee provisions (Article IV), the Events of Default and remedies provisions (Article VI), the compensation and indemnification provisions (Article VII), and the Collateral Agent provisions (Article VIII). Comments are requested by approximately May 5, 2025.
2. Review and provide comments on the draft Intercreditor Agreement. We particularly request Northgate Trust's comments on the waterfall provisions, the enforcement standstill mechanics, and the collateral release provisions, each as they relate to Northgate Trust's role as Notes Collateral Agent.
3. Review each Security Document and confirm acceptance of the Collateral Agent role thereunder. Northgate Trust should review the U.S. Collateral Agreement (Pledge and Security Agreement), the Nigerian Collateral Agreement (Debenture and Charge), the English Collateral Agreement (Debenture), and the Senegalese Collateral Agreement (Nantissement and Cession Fiduciaire), and confirm that it is prepared to accept the role of Collateral Agent under each such document, in each applicable jurisdiction.
4. Circulate Northgate Trust's form of in-house counsel opinion. As noted in Section VI above, Northgate Trust will be required to deliver an in-house counsel opinion at closing confirming its authority and capacity to act as Trustee and Collateral Agent. We request that Northgate Trust circulate its customary form of such opinion for our review as promptly as practicable.
5. Confirm internal KYC/sanctions clearance. We request that Northgate Trust confirm that it has completed, or will timely complete, its internal KYC and sanctions clearance procedures with respect to the Dunmore engagement, and that it advise us of any additional information or documentation required in connection therewith.
6. Provide Northgate Trust's fee schedule and engagement terms. We request that Northgate Trust provide its current fee schedule and proposed engagement terms for its services as Trustee and Collateral Agent, to the extent not already set forth in the engagement letter with the Issuers.
7. Designate a contact for ongoing coordination. Please confirm that William Kerrigan will serve as Northgate Trust's primary contact for ongoing coordination of the documentation and closing process, or designate an alternate contact if appropriate.
XI. Enclosures
The following draft documents are enclosed herewith and are being transmitted simultaneously in electronic format via the Calderwood & Harkness secure document portal:
1. Draft Indenture (marked "DRAFT — April 28, 2025")
2. Draft Collateral Agreement (U.S.) — Pledge and Security Agreement (marked "DRAFT — April 28, 2025")
3. Draft Collateral Agreement (Nigeria) — Debenture and Charge (marked "DRAFT — April 28, 2025")
4. Draft Collateral Agreement (England) — Debenture (marked "DRAFT — April 28, 2025")
5. Draft Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire (marked "DRAFT — April 28, 2025")
6. Draft Intercreditor Agreement (marked "DRAFT — April 28, 2025")
7. Outline Term Sheet (dated April 21, 2025)
XII. Confidentiality
All documents enclosed herewith, including the draft Indenture, the draft Security Documents, the draft Intercreditor Agreement, and the Outline Term Sheet, are strictly confidential and are being furnished to Northgate Trust solely in connection with its engagement as Trustee and Collateral Agent for the Notes. The enclosed documents are subject to the confidentiality obligations set forth in Northgate Trust's engagement letter with the Issuers, and Northgate Trust should not disclose or distribute any of the enclosed documents to any person other than its internal and external counsel and such other representatives as may be required to review the documents in connection with Northgate Trust's engagement, in each case subject to appropriate confidentiality obligations.
All enclosed documents are in draft form and are subject to further revision based on comments received from Northgate Trust, the Initial Purchasers' counsel, and the other transaction parties. No enclosed document shall be deemed final or binding unless and until executed and delivered by all parties thereto on the closing date.
We look forward to working with you and your team on this transaction. Should you have any questions or comments regarding the enclosed draft documents, or should you wish to arrange a call or meeting to discuss any aspect of the transaction or the documentation, please do not hesitate to contact any of the following members of the Calderwood & Harkness LLP deal team:
Jennifer Kwon, Partner Telephone: (212) 554-7238
Email: jkwon@calderwoodharkness.com
Eric Johannsen, Lead Associate Telephone: (212) 554-7415
Email: ejohannsen@calderwoodharkness.com
Claire Dempsey, Working Associate Telephone: (212) 554-7522
Email: cdempsey@calderwoodharkness.com
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
cc (via electronic mail):
Eric Johannsen, Calderwood & Harkness LLP Claire Dempsey, Calderwood & Harkness LLP Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. Harrison Cates, Whitfield Baxter & Cohn LLP (counsel to Initial Purchasers) Robert Cavanaugh, Velthorn National Bank, N.A. (ABL Agent — for Intercreditor Agreement coordination)
Enclosures: As listed in Section XI above (7 documents)
CUSIP | ISIN
Rule 144A | 265387 AA 5 | US265387AA51
Regulation S | C2085R AA 2 | USC2085RAA24
Initial Purchaser | Role | Allocation (%) | Allocation ($)
Ridgeline Capital Markets LLC | Lead Left Bookrunner | 55% | $467,500,000
Clarion Securities Inc. | Joint Bookrunner | 30% | $255,000,000
Pinnacle Partners LLC | Co-Manager | 15% | $127,500,000
Period | Redemption Price
May 1, 2028 through April 30, 2029 | 104.688%
May 1, 2029 through April 30, 2030 | 102.344%
May 1, 2030 through April 30, 2031 | 101.172%
May 1, 2031 and thereafter | 100.000%
Event | Date
Draft documents transmitted to Northgate Trust | April 28, 2025 (this letter)
Northgate Trust comments due | Approximately May 5, 2025
Road-show commencement | May 5, 2025
Pricing | May 12, 2025
Final Offering Memorandum delivery | May 14, 2025
Expected closing and settlement (T+1) | May 15, 2025
First interest payment date | November 1, 2025
Metric | Amount
Revenue | $2,140,000,000
EBITDA | $816,000,000
Pro forma total debt (post-offering) | $1,720,000,000
Pro forma gross leverage (total debt / EBITDA) | 2.11x
Cash and cash equivalents | $185,000,000
Total proved reserves (as of December 31, 2024) | 345.8 MMboe
Aggregate PV-10 (proved reserves) | $6,700,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law

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CALDERWOOD & HARKNESS LLP

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