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CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

TAX COVENANT COMMENTARY INDENTURE GROSS-UP AND ADDITIONAL AMOUNTS PROVISIONS MARKUP AND ANALYSIS

April 28, 2025

Prepared by: Leonard Cross, Specialist Partner, Tax — Calderwood & Harkness LLP

Matter No.: 1016-00003

Client: Dunmore Energy Holdings Ltd.

Re: $850,000,000 9.375% Senior Secured Notes due 2032 — Indenture Tax Provisions Analysis and Market Comparison

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT. This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP in connection with its representation of Dunmore Energy Holdings Ltd. This memorandum and all information contained herein is intended solely for the use of the client and the engagement team members identified herein and should not be disclosed, distributed, or reproduced, in whole or in part, without the prior written consent of Calderwood & Harkness LLP. Inadvertent disclosure does not constitute a waiver of privilege.

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I. Introduction and Purpose

1.1 Scope of This Memorandum

This memorandum provides Calderwood & Harkness LLP's ("C&H") comprehensive analysis and markup of the tax gross-up, additional amounts, and tax redemption provisions contained in the Indenture dated as of May 15, 2025 (the "Indenture"), among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (Cayman Registry No. MC-384726) (the "Issuer" or "DEH"), Dunmore upstream Finance Corp., a Delaware corporation (EIN 93-4728106) (the "Co-Issuer" or "DUFC," and together with DEH, the "Issuers"), the guarantors party thereto from time to time (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as trustee (the "Trustee") and collateral agent (the "Collateral Agent"). The relevant tax provisions are contained in the definition sections of the Indenture and in the substantive covenant and redemption articles, which are referenced throughout this memorandum and reproduced with tracked changes in Appendix A hereto.

The Notes consist of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), placed pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act. The Notes bear interest at a rate of 9.375% per annum, payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2025. The Notes mature on May 1, 2032. The Notes were issued at an issue price of 98.50% of par, resulting in original issue discount ("OID") of $12,750,000 (calculated as $850,000,000 × 1.50%).

This memorandum has been prepared by Leonard Cross, Specialist Partner, Tax, for the C&H engagement team consisting of the following attorneys:

• Jennifer Kwon, Responsible Partner

• Theodore Langston, Billing Partner

• Eric Johannsen, Lead Associate

• Claire Dempsey, Working Associate

This memorandum is intended to serve three principal purposes. First, it accompanies the draft Indenture circulated to Whitfield Baxter & Cohn LLP ("WBC"), counsel to the initial purchasers, care of Harrison Cates, in connection with ongoing negotiations of the transaction documentation. Second, it is intended to inform discussions with Alistair Forde, General Counsel of Dunmore Energy Holdings Ltd., and Deepa Rajaram, Chief Financial Officer of Dunmore Energy Holdings Ltd., regarding the tax implications of the gross-up provisions and the financial exposure arising from potential withholding obligations in multiple jurisdictions. Third, it provides a detailed market comparison and analysis that will guide C&H's negotiating positions in the markup sessions scheduled with WBC during the week of May 5, 2025.

All references in this memorandum to sections of the Indenture are to the draft Indenture circulated on April 25, 2025 (the "April 25 Draft"), unless otherwise noted. Section numbers may be adjusted in the final execution version.

1.2 Structural Overview — Why Gross-Up Provisions Matter for This Transaction

The tax gross-up and additional amounts provisions are among the most consequential investor protection mechanisms in the Indenture. Their significance for this particular transaction is heightened by the multi-jurisdictional nature of the Dunmore group, the diverse investor base purchasing the Notes, and the specific tax characteristics of several of the jurisdictions in which the Guarantors are organized or conduct operations. This Section 1.2 provides a structural overview of the principal considerations that inform our analysis.

Issuer Jurisdiction — Cayman Islands. DEH is incorporated and existing as an exempted company under the laws of the Cayman Islands. The Cayman Islands is currently a zero-tax jurisdiction: no income tax, corporate tax, withholding tax, capital gains tax, or estate duty is imposed on DEH or on payments of interest, principal, or other amounts made by DEH to holders of the Notes under current Cayman Islands law. This tax-neutral status is a foundational assumption of the transaction structure and is a key reason for investor comfort with the Cayman domicile. However, as discussed in Section IV.1 below, this status is not immutable, and the gross-up provisions serve as a critical backstop against future adverse legislative developments, including developments related to the OECD's Base Erosion and Profit Shifting ("BEPS") framework and Pillar Two global minimum tax initiative.

Co-Issuer Jurisdiction — United States. DUFC is a Delaware corporation and is subject to U.S. federal income tax. Payments of interest (including OID) by DUFC to non-U.S. holders are subject to a statutory withholding tax rate of 30% under Sections 871(a) and 881(a) of the Internal Revenue Code of 1986, as amended (the "Code"), unless reduced or eliminated by an applicable income tax treaty or the portfolio interest exemption under Sections 871(h) and 881(c) of the Code. The U.S. withholding tax regime is well-understood and well-documented, and the portfolio interest exemption is expected to be available to the vast majority of Regulation S holders who properly certify their non-U.S. status. Nevertheless, the interaction between the Co-Issuer's U.S. tax residency and the gross-up provisions requires careful drafting to ensure that holders who are entitled to the portfolio interest exemption are not inadvertently denied its benefits, while holders who fail to comply with certification requirements bear the withholding risk as an Excluded Tax.

Multi-Jurisdictional Guarantor Structure. The Guarantor subsidiaries are organized and operate in multiple jurisdictions, each with its own withholding tax regime. The Guarantors include:

• Dunmore Nigeria E&P Ltd. — organized under the laws of Nigeria (Corporate Affairs Commission registration), operator of Oil Mining Leases OML 47 and OML 63 in the Niger Delta;

• Dunmore Senegal S.A. — organized under the laws of Senegal, holder of the Production Sharing Contract for the Cayar Offshore Block;

• Dunmore Trading Ltd. — organized under the laws of England and Wales, the group's physical and financial commodity trading subsidiary;

• Dunmore Gulf Operations LLC — a Delaware limited liability company, operator of Gulf of Mexico shelf and deepwater assets;

• Dunmore Renewables LLC — a Delaware limited liability company, holding the group's renewable energy portfolio;

• Dunmore Midstream Holdings Inc. — a Delaware corporation, holding midstream gathering and processing assets.

Payments made by any of these Guarantors in their capacity as guarantors under the Guarantee provisions of the Indenture may be subject to withholding tax in the jurisdiction of organization of the relevant Guarantor. The withholding tax rates applicable to such payments range from 0% (Cayman Islands) to 20% (Senegal, England & Wales), and the availability of treaty relief or domestic exemptions varies significantly across jurisdictions. The multi-jurisdictional guarantor structure is the primary source of gross-up exposure in this transaction and is the principal reason why the Additional Amounts provisions must be drafted broadly and with precision.

Investor Base. The Notes are being offered and sold to qualified institutional buyers ("QIBs") within the United States pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Rule 144A investors are predominantly U.S.-based institutional investors (insurance companies, pension funds, mutual funds, and hedge funds), while the Regulation S investors are predominantly non-U.S. financial institutions, asset managers, and sovereign wealth funds. The different withholding tax exposures applicable to these two categories of investors inform the design of the Excluded Taxes carve-outs and the certification requirements discussed in Section 2.3 below.

Original Issue discount. The Notes are being issued at 98.50% of par, resulting in OID of $12,750,000 (calculated as $850,000,000 × 1.50%). For U.S. federal income tax purposes, OID accrues ratably over the life of the Notes from the settlement date (May 15, 2025) to the maturity date (May 1, 2032) and is treated as interest for withholding tax purposes. This treatment means that OID is subject to the same withholding analysis and the same gross-up obligations as stated interest. As discussed in Section VI.1 below, the definition of "interest" in the Additional Amounts provision should explicitly include OID to avoid any ambiguity.

Market Expectation. Tax gross-up provisions are a well-established market expectation for high-yield notes issued by Cayman-domiciled issuers and offered to international investors. The absence of adequate gross-up protection would be viewed unfavorably by investors and could adversely affect pricing and demand for the Notes. The provisions discussed in this memorandum are consistent with prevailing market standards for comparable transactions, as detailed in Section V below.

II. Analysis of Indenture Tax Gross-Up Provisions (Section-by-Section Markup)

This Part II provides a detailed section-by-section analysis of the principal tax gross-up provisions of the Indenture. For each provision, we set forth the substance of the draft language, identify issues and ambiguities, and provide our recommendations. The full text of the relevant Indenture provisions, marked up with tracked changes and marginal annotations, is set forth in Appendix A.

2.1 Definition of "Taxes" (Indenture Definition Section)

The foundation of the gross-up architecture is the definition of "Taxes," which determines the scope of the obligations that trigger the Additional Amounts covenant. We recommend that the definition be drafted broadly to encompass the full range of fiscal impositions that could be levied on payments under the Notes or the Guarantees in any jurisdiction in which the Issuers or any Guarantor is organized, operates, or makes payments.

Recommended Definition. "Taxes" should be defined as all present and future taxes, duties, assessments, levies, imposts, deductions, charges, and withholdings (including any interest, additions to tax, or penalties applicable thereto) imposed, levied, collected, withheld, or assessed by or on behalf of any government, governmental authority, or political subdivision thereof or any agency or instrumentality of any of the foregoing having the power to tax, in each case, in or of any Relevant Taxing Jurisdiction.

Relevant Taxing Jurisdiction. The definition of "Relevant Taxing Jurisdiction" is a critical companion definition that determines the geographic scope of the gross-up obligation. We recommend that "Relevant Taxing Jurisdiction" be defined to include each of the following:

(a) the Cayman Islands (the jurisdiction of incorporation of DEH);

(b) the United States of America (including any state or political subdivision thereof and the District of Columbia) (the jurisdiction of incorporation of DUFC and of several Guarantors);

(c) the Federal Republic of Nigeria (the jurisdiction of organization and principal place of operations of Dunmore Nigeria E&P Ltd.);

(d) the Republic of Senegal (the jurisdiction of organization and principal place of operations of Dunmore Senegal S.A.);

(e) England and Wales (the jurisdiction of organization of Dunmore Trading Ltd.);

(f) any jurisdiction from which any Issuer or any Guarantor actually makes a payment on the Notes or any Guarantee, as applicable; and

(g) any jurisdiction in which a successor entity to any Issuer or any Guarantor is organized or resident for tax purposes, or from which such successor entity makes a payment on the Notes or any Guarantee.

This definition is designed to be comprehensive and to capture not only the jurisdictions of incorporation of the Issuers and Guarantors as currently constituted, but also any jurisdiction through which payments may actually flow and any jurisdiction in which a successor entity may be organized. The inclusion of clause (f) is particularly important given the operational complexity of the Dunmore group and the possibility that payment flows may transit through jurisdictions other than the jurisdiction of incorporation of the relevant payor. The inclusion of clause (g) provides protection against future corporate restructuring or merger transactions that might result in the substitution of an issuer or guarantor organized in a higher-tax jurisdiction.

Cross-Reference to Guarantor Subsidiaries. For clarity and to facilitate ongoing compliance, the Indenture should include a schedule or annex listing the initial Guarantors and their respective jurisdictions of organization:

This schedule should be updated through supplemental indentures upon the joinder of any additional Guarantor.

Market Comment. The definition of "Relevant Taxing Jurisdiction" should be drafted broadly to capture any jurisdiction from which payments actually flow, not merely the jurisdictions of incorporation of the Issuers and Guarantors. This is particularly important given the multi-jurisdictional guarantor structure of the Dunmore group, where guarantee payments may originate from entities in Nigeria, Senegal, or England and Wales, each of which imposes material withholding taxes on outbound interest payments. A narrower definition limited to the jurisdictions of incorporation of the Issuers only (as seen in certain precedent transactions discussed in Section V below) would leave investors exposed to withholding on guarantee payments and would be inconsistent with prevailing market expectations for transactions of this type.

2.2 Obligation to Pay Additional Amounts (Core Gross-Up Covenant)

The core gross-up covenant is the operative provision that requires the Issuers and the Guarantors to pay Additional Amounts to holders in order to compensate them for any withholding or deduction for Taxes imposed on payments under the Notes or the Guarantees. This covenant is the single most important tax-related investor protection in the Indenture and must be drafted with precision and breadth.

Draft Provision. The operative language should provide substantially as follows:

All payments of principal of, premium (if any) on, and interest (including OID) on the Notes, and all payments under the Guarantees, made by or on behalf of the Issuers or any Guarantor, shall be made free and clear of, and without withholding or deduction for or on account of, any Taxes, unless such withholding or deduction is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority.

If any withholding or deduction for or on account of any Taxes is required by applicable law to be made from any payment made by or on behalf of the Issuers or any Guarantor under or with respect to the Notes or any Guarantee, the Issuers or such Guarantor, as applicable, shall pay to each holder of Notes such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by such holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction on Additional Amounts) shall not be less than the amount such holder would have received if such Taxes had not been withheld or deducted.

Coverage of Guarantee Payments. A critical drafting point for this transaction is that the Additional Amounts obligation must apply not only to payments made directly by the Issuers under the Notes, but also and equally to payments made by any Guarantor in its capacity as guarantor under the Guarantees. This is not merely a theoretical concern. Given the operational structure of the Dunmore group, a scenario in which a Guarantor (particularly Dunmore Nigeria E&P Ltd. or Dunmore Senegal S.A.) is called upon to make a payment under its Guarantee is entirely foreseeable, particularly in a financial distress scenario in which the Issuers are unable to service the Notes from their own resources and must rely on upstream cash flows from operating subsidiaries. In such a scenario, the Guarantor's payment would be subject to withholding in the Guarantor's jurisdiction of organization, and the gross-up obligation would be triggered.

We recommend adding explicit language to the Additional Amounts covenant confirming that the obligation applies to "payments made by the Issuers or any Guarantor in respect of the Notes or any Guarantee, in each case in whatever capacity, including payments made by a Guarantor in its capacity as guarantor under its Guarantee." This language eliminates any argument that the gross-up obligation is limited to direct payments by the Issuers on the Notes and does not extend to payments by Guarantors under their Guarantees.

Semi-Annual Interest Payment Illustration. The semi-annual interest payment on the Notes is $39,843,750 (calculated as $850,000,000 × 9.375% ÷ 2), payable on each May 1 and November 1. If, for example, Dunmore Nigeria E&P Ltd. were called upon to make this payment under its Guarantee, Nigerian withholding tax at the statutory rate of 10% would result in a withholding of $3,984,375 per semi-annual payment, requiring the payment of Additional Amounts in that amount (plus any additional grossing-up required to cover withholding on the Additional Amounts themselves). If Dunmore Senegal S.A. were the paying Guarantor, the Senegalese withholding tax at 20% would result in a withholding of $7,968,750 per semi-annual payment. These are material amounts that underscore the importance of precise drafting.

Markup Note. We recommend that the following language be added to the Additional Amounts covenant:

"For the avoidance of doubt, the obligation to pay Additional Amounts shall apply to all payments made by any Guarantor in its capacity as guarantor under its Guarantee, and references in this Section to payments 'by the Issuers' or 'under the Notes' shall be deemed to include payments by any Guarantor under any Guarantee."

2.3 Excluded Taxes (Carve-Outs from Gross-Up Obligation)

The Excluded Taxes provisions define the categories of Taxes for which no Additional Amounts are payable. These carve-outs are standard in high-yield indentures and reflect a market consensus that certain categories of withholding risk should be borne by the holder rather than the Issuers. The appropriate scope of the Excluded Taxes is a frequent subject of negotiation between issuers' counsel and initial purchasers' counsel, and we anticipate that WBC (Harrison Cates) may seek to narrow certain of these carve-outs. Our recommended position on each is set forth below.

Standard Carve-Outs. No Additional Amounts shall be payable with respect to any payment to a holder or beneficial owner of a Note for or on account of:

(a) Connection Taxes. Any Tax imposed by reason of such holder's or beneficial owner's present or former connection with the Relevant Taxing Jurisdiction imposing such Tax (including, without limitation, such holder's or beneficial owner's being or having been a citizen, resident, or national thereof, or being or having been present or engaged in a trade or business therein, or having or having had a permanent establishment therein), other than a connection arising solely from the acquisition, holding, or disposition of the Notes or the receipt of any payment in respect thereof. This carve-out is intended to exclude from the gross-up obligation any Taxes that are imposed on a holder by reason of the holder's own nexus with the taxing jurisdiction, as distinguished from Taxes that are imposed solely by reason of the payment itself. The phrase "other than a connection arising solely from" the Notes is essential to ensure that the mere act of investing in the Notes does not create a "connection" that would defeat the gross-up protection.

(b) FATCA Withholding. Any Tax imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, any legislation, law, regulation, or official guidance enacted or issued in any jurisdiction implementing or relating to any such intergovernmental agreement, or any agreement between the Issuers or any Guarantor and the U.S. Department of the Treasury or any other governmental authority entered into in connection with any of the foregoing.

Analysis: FATCA imposes a 30% withholding tax on "withholdable payments" (which include U.S.-source interest) made to foreign financial institutions ("FFIs") that do not comply with FATCA reporting requirements ("non-participating FFIs") and to non-financial foreign entities ("NFFEs") that do not certify that they have no substantial U.S. owners or provide information about their substantial U.S. owners. The FATCA exclusion is universal in the high-yield market and reflects the consensus view that FATCA compliance is a holder-level responsibility. Holders can avoid FATCA withholding by ensuring that their custodial chain includes only participating FFIs and by providing appropriate documentation (IRS Forms W-8BEN-E, W-8IMY, or equivalent FATCA-compliant certifications). We strongly recommend retaining this exclusion and resisting any effort by WBC to remove or narrow it.

Drafting Recommendation: The FATCA carve-out should be drafted with precision to ensure that it covers withholding imposed under FATCA and intergovernmental agreements implementing FATCA, but does not inadvertently extend to withholding taxes imposed by non-U.S. jurisdictions for reasons unrelated to FATCA. For example, Nigerian withholding tax imposed under the Companies Income Tax Act on interest payments by Dunmore Nigeria E&P Ltd. should not be characterized as a FATCA-related tax merely because Nigeria has entered into an intergovernmental agreement with the United States relating to tax information exchange. The carve-out language should make clear that it applies only to Taxes imposed "pursuant to" or "in connection with the implementation of" the specified FATCA provisions.

(c) Holder Certification Failure. Any Tax that would not have been imposed but for the failure of the holder or beneficial owner of the Note to comply with any reasonable certification, identification, information, documentation, or other reporting requirement, if such compliance is required by applicable law, regulation, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction of, such Tax. Without limiting the generality of the foregoing, this carve-out includes the failure to provide an appropriate IRS Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, Form W-8IMY, Form W-9, or any successor or substitute form, as applicable.

Analysis: This carve-out places the burden on holders to provide the certifications and documentation necessary to establish their entitlement to an exemption from or reduction of withholding tax. This is particularly important in the context of the portfolio interest exemption under Sections 871(h) and 881(c) of the Code, which requires non-U.S. holders to provide a statement (typically on IRS Form W-8BEN or W-8BEN-E) certifying that they are not U.S. persons. Regulation S holders who fail to provide this certification would be subject to 30% U.S. withholding tax on interest payments by DUFC, and such withholding would be an Excluded Tax for which no Additional Amounts would be payable.

Interaction with Regulation S: Regulation S holders are required to certify their non-U.S. person status in connection with the purchase of the Notes. However, the ongoing obligation to provide IRS Forms W-8 runs through the custodial chain rather than directly from the holder to the Issuers. The Indenture should clarify that the holder's obligation to comply with certification requirements runs through the applicable intermediaries (DTC participants, Thackeray Partners LLC, Ashgrove Enterprises) and that the Issuers and Paying Agent are entitled to rely on certifications provided through such intermediaries.

(d) Presentment Taxes. Any Tax imposed by reason of the Note being presented for payment more than 30 days after the later of (i) the date on which the relevant payment first became due and payable and (ii) the date on which payment thereof was duly provided for (if such date is later than the date described in clause (i)), except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period.

(e) Estate, Gift, and Inheritance Taxes. Any estate, inheritance, gift, sales, excise, transfer, personal property, wealth, or similar Tax.

(f) Backup Withholding. Any Tax imposed pursuant to Section 3406 of the Code (or any amended or successor version thereof) by reason of the failure of the holder or beneficial owner to provide a correct taxpayer identification number or to certify that it is exempt from backup withholding.

Analysis: Backup withholding under Section 3406 currently applies at a rate of 24% on certain payments to U.S. persons who fail to furnish a correct taxpayer identification number (TIN) on IRS Form W-9 or who fail to certify that they are not subject to backup withholding. Backup withholding is creditable against the holder's U.S. federal income tax liability and is refundable to the extent it exceeds such liability. The exclusion of backup withholding from the gross-up obligation is standard and uncontroversial.

(g) CRS Withholding. Any Tax imposed pursuant to or in connection with the Common Reporting Standard ("CRS") developed by the Organisation for Economic Co-operation and Development or any law, regulation, or official guidance implementing the CRS in any jurisdiction, to the extent applicable.

Analysis: Although the CRS itself does not impose a withholding tax, certain jurisdictions have enacted or proposed "wider approach" measures that could impose withholding or other adverse tax consequences on payments to account holders who fail to provide required CRS documentation. The inclusion of this carve-out is precautionary and is consistent with evolving market practice.

Market Comparison Note. The foregoing carve-outs are consistent with the Excluded Taxes provisions in precedent Cayman-domiciled high-yield issuances in the energy sector, as described in Section V below. We have reviewed the Excluded Taxes provisions in three recent comparable transactions (Comparison Transactions A, B, and C) and have confirmed that each includes carve-outs for connection taxes, FATCA, holder certification failure, presentment, and estate/gift/inheritance taxes. Comparison Transaction C also includes a CRS carve-out, consistent with our recommendation for the Dunmore Indenture. A detailed side-by-side comparison is set forth in Appendix B.

Drafting Recommendation on FATCA Carve-Out. As noted above, the FATCA carve-out should be drafted with precision to ensure that it does not inadvertently cover withholding taxes imposed by non-U.S. jurisdictions for reasons unrelated to FATCA. We recommend including a proviso or clarifying language to the effect that: "For the avoidance of doubt, Taxes imposed by a Relevant Taxing Jurisdiction other than the United States shall not be treated as Taxes described in clause (b) above solely by reason of the fact that such Relevant Taxing Jurisdiction has entered into an intergovernmental agreement with the United States relating to the exchange of tax information."

2.4 Additional Amounts Mechanics — Payment Procedures

The procedural provisions governing the payment of Additional Amounts are essential to the practical operation of the gross-up covenant. The following mechanical provisions should be included in the Indenture.

Paying Agent. The Issuers shall make all payments of Additional Amounts through Beacon Fiduciary Services LLC, in its capacity as Paying Agent, Registrar, and Transfer Agent under the Indenture (Sandra Mitchum, Relationship Manager; principal office at 240 Greenwich Street, 7th Floor, New York, New York 10007). The Paying Agent's obligations with respect to Additional Amounts are the same as its obligations with respect to payments of principal and interest generally, and the Paying Agent is not independently obligated to determine whether Additional Amounts are payable or to calculate the amount thereof; such determination and calculation are the responsibility of the Issuers.

Timing. Additional Amounts shall be paid concurrently with the underlying payment of principal, premium, or interest to which they relate. If a withholding or deduction is imposed on a payment of interest due on a scheduled interest payment date, the corresponding Additional Amounts shall be paid on the same interest payment date. The simultaneous payment requirement is essential to preserve the economic equivalence that the gross-up covenant is designed to ensure.

Documentation — Tax Receipts. The Issuers shall furnish to the Trustee (Northgate Trust Company, N.A.; William Kerrigan, Vice President, Corporate Trust Division; 100 Wall Street, Suite 1600, New York, New York 10005), within 60 calendar days after the date of any payment of Taxes in respect of which Additional Amounts have been paid, official receipts issued by the relevant taxing authority evidencing the payment of such Taxes, or, if such receipts are not available, such other evidence of payment as is reasonably satisfactory to the Trustee. This documentation requirement serves two functions: it enables the Trustee to verify that the Taxes have in fact been paid to the relevant authority, and it provides a record for holders (or their tax advisors) to claim foreign tax credits or deductions in their home jurisdictions.

Indemnification. If any holder or beneficial owner of a Note is required to pay any Tax for which Additional Amounts would have been payable (had such Tax been withheld or deducted by the Issuers or a Guarantor), such holder or beneficial owner shall be entitled to indemnification by the Issuers for the amount of such Tax, subject to the same Excluded Taxes carve-outs set forth in Section 2.3 above. This indemnification right is in addition to, and not in limitation of, the obligation to pay Additional Amounts and is intended to cover situations in which a taxing authority assesses Tax directly against a holder rather than withholding from a payment.

Survival. The obligation of the Issuers and the Guarantors to pay Additional Amounts, and to indemnify holders for Taxes as described above, shall survive the termination, defeasance, or discharge of the Indenture with respect to any amounts then due and payable or that have accrued prior to the date of such termination, defeasance, or discharge. This survival provision is essential to prevent the Issuers from extinguishing accrued Additional Amounts obligations through a defeasance or discharge of the Indenture.

III. Tax Redemption Provisions

The tax redemption provisions of the Indenture afford the Issuers the right to redeem the Notes in whole in the event that adverse changes in tax law render it necessary for the Issuers or any Guarantor to pay Additional Amounts. The tax redemption right is a standard feature of high-yield indentures for Cayman-domiciled issuers and serves as a safety valve that permits the Issuers to terminate the Notes if the cost of the gross-up obligation becomes unsustainable. This Part III analyzes the trigger events, conditions precedent, and interaction with other redemption provisions.

3.1 Optional Tax Redemption — Trigger Events

The Issuers shall have the right to redeem the Notes in whole (but not in part) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date, plus any Additional Amounts then due, upon not less than 10 nor more than 60 days' prior notice to the holders, if each of the following conditions is satisfied:

(a) As a result of a change in or amendment to the laws (including any regulations or rulings promulgated thereunder), treaties, or official published interpretations thereof of a Relevant Taxing Jurisdiction, or any change in the official published application or interpretation of, or any official published execution of or amendment to, any such laws, treaties, regulations, or rulings (including any action taken by, or a published change in the official position of, a regulatory authority or court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, which change is announced, on or after the issue date (May 15, 2025);

(b) The Issuers or any Guarantor have become obligated, or there is a substantial probability (as certified by the officers of the Issuers in the Officers' Certificate described in Section 3.2 below) that the Issuers or such Guarantor will become obligated, to pay Additional Amounts on the next date on which any amount would be payable under or with respect to the Notes or any Guarantee; and

Reasonable Measures Standard. The "reasonable measures" standard in clause (c) requires careful definition to prevent abuse while preserving the Issuers' ability to exercise the tax redemption right in appropriate circumstances. We recommend that the Indenture include a clarifying provision to the effect that "reasonable measures" shall not include (i) any assignment of the obligation to make payments under the Notes or any Guarantee to a different entity, (ii) any change in the jurisdiction of organization of any Issuer or Guarantor, or (iii) any action that would result in material additional cost, legal liability, regulatory burden, or disruption to the business operations of the Issuers or any Guarantor. This clarification prevents an argument that the Issuers could have avoided the withholding obligation by undertaking a complex and costly corporate restructuring, which would effectively nullify the tax redemption right.

Interaction with Optional Redemption Schedule. The tax redemption right is exercisable at par at any time, including during periods when the Notes would otherwise be subject to premium-priced redemption or make-whole provisions under the optional redemption schedule. The optional redemption schedule for the Notes provides as follows:

If the tax redemption trigger is satisfied prior to May 1, 2028, the Issuers may redeem the Notes at par pursuant to the tax redemption right, whereas an optional redemption during the same period would require a make-whole payment calculated using the Treasury Rate plus 50 basis points — a substantially higher cost. Similarly, if the tax redemption trigger is satisfied between May 1, 2028 and May 1, 2031, the Issuers may redeem at par rather than at the declining premium prices specified in the optional redemption schedule. This par call right, triggered only by adverse tax developments, provides the Issuers with meaningful economic benefit and is a standard feature of Cayman-domiciled high-yield indentures.

Drafting Note. We recommend including explicit language in the Indenture clarifying that the tax redemption right at par is available irrespective of the optional redemption schedule and that the existence of the optional redemption provisions does not limit or restrict the Issuers' right to exercise the tax redemption.

3.2 Conditions Precedent to Tax Redemption

The exercise of the tax redemption right is subject to the following conditions precedent, which are designed to ensure that the right is exercised only in bona fide circumstances and that holders receive adequate assurance that the conditions for tax redemption have been satisfied.

The Issuers must deliver to the Trustee (Northgate Trust Company, N.A.), prior to or concurrently with the publication of the notice of redemption:

(i) Officers' Certificate. An Officers' Certificate, signed by the Chief Executive Officer and the Chief Financial Officer of the Issuer (currently Marcus Ellingham, CEO, and Deepa Rajaram, CFO), stating that: (A) the conditions for tax redemption set forth in Section 3.1 above have been satisfied; (B) describing in reasonable detail the facts and circumstances giving rise to the obligation or probable obligation to pay Additional Amounts, including identification of the change in law, regulation, treaty, ruling, or official position that has occurred; and (C) certifying that the obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Issuers or the affected Guarantor.

(ii) Independent Tax Counsel Opinion. An opinion of independent tax counsel of recognized standing in the Relevant Taxing Jurisdiction whose laws have given rise to the obligation to pay Additional Amounts, confirming that: (A) the change in law, regulation, treaty, ruling, or official position described in the Officers' Certificate has occurred; and (B) as a result of such change, the Issuers or the affected Guarantor are or will be obligated to pay Additional Amounts on the next payment date for which amounts are due.

The independent tax counsel for each Relevant Taxing Jurisdiction shall be as follows:

• Cayman Islands: Kincaid & Moreau LLP (Nigel Ashworth, Partner), 68 Fort Street, George Town, Grand Cayman KY1-1107, Cayman Islands.

• Nigeria: Abayomi Chambers (Chidinma Okafor, Partner), 14 Broad Street, Victoria Island, Lagos, Nigeria.

• Senegal: Theron Moss & Associates SARL (Moustapha Sy, Managing Partner), Rue Moussé Diop 22, Plateau, Dakar, Senegal.

• England & Wales: Cresswell & Greaves LLP (Fiona Halsted, Tax Partner), 10 Fenchurch Avenue, London EC3M 5BN, United Kingdom.

• United States: To be determined; C&H or another nationally recognized U.S. tax firm selected by the Issuers.

(iii) Notice of Redemption. A notice of redemption to the holders of the Notes, delivered in accordance with the notice provisions of the Indenture, stating (A) the redemption date, (B) the redemption price (100% of par plus accrued and unpaid interest plus Additional Amounts), (C) the CUSIP and/or ISIN numbers of the Notes to be redeemed, and (D) a summary of the change in law giving rise to the tax redemption.

3.3 Tax Redemption — Interaction with Other Redemption Provisions

The tax redemption right is independent of and in addition to all other redemption, repurchase, and put rights under the Indenture. Specifically, the tax redemption right exists separately from and does not limit or modify:

• Optional Redemption: Beginning May 1, 2028, the Issuers may redeem the Notes at the declining premium prices specified in Section 3.1 above (104.688% declining to par on May 1, 2031).

• Make-Whole Redemption: Prior to May 1, 2028, the Issuers may redeem the Notes at a make-whole price calculated using the Treasury Rate plus 50 basis points, plus accrued and unpaid interest.

• Equity Clawback: Prior to May 1, 2028, the Issuers may redeem up to 40% of the original $850,000,000 aggregate principal amount of the Notes at a redemption price of 109.375% of par, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings, provided that at least 60% of the original aggregate principal amount of the Notes (i.e., at least $510,000,000) remains outstanding after any such redemption.

• Change of Control Put: Upon a Change of Control (as defined in the Indenture), holders have the right to require the Issuers to repurchase the Notes at 101% of par, plus accrued and unpaid interest.

The tax redemption right may be exercised regardless of whether the Notes are otherwise callable under the optional redemption or make-whole provisions. If the tax redemption trigger is satisfied at a time when the Notes are also callable under the optional redemption provisions, the Issuers may elect to exercise whichever redemption right yields the lower redemption price. In all cases, the tax redemption price is par plus accrued interest plus Additional Amounts, and this price is expected to be lower than the optional redemption price at any time prior to May 1, 2031.

We recommend including a clarifying provision in the Indenture to the effect that:

"The Issuers' right to redeem the Notes pursuant to [Tax Redemption Section] shall be available at any time, irrespective of whether the Notes are then redeemable pursuant to [Optional Redemption Section] or [Make-Whole Redemption Section], and the redemption price applicable to a tax redemption pursuant to [Tax Redemption Section] shall be determined solely by reference to [Tax Redemption Section] and not by reference to the optional redemption prices or make-whole redemption prices set forth in [Optional Redemption Section] or [Make-Whole Redemption Section]."

IV. Jurisdiction-Specific Tax Analysis

This Part IV provides a detailed analysis of the withholding tax regime in each Relevant Taxing Jurisdiction, the available exemptions and treaty relief, and the implications for the gross-up and tax redemption provisions of the Indenture.

4.1 Cayman Islands

Current Tax Status. The Cayman Islands does not impose any income tax, corporation tax, profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, or gift tax. There is no taxation of any kind on companies incorporated or registered in the Cayman Islands, and no tax is imposed on any payment of interest, principal, or other amounts by DEH to the holders of the Notes under the current laws of the Cayman Islands.

Tax Undertaking. DEH has obtained, or will obtain prior to the closing date, a Tax Undertaking from the Governor in Cabinet of the Cayman Islands pursuant to the Tax Concessions Act (as revised), which provides an undertaking that, in the event of any legislation being enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such legislation shall not apply to DEH or to any of its obligations. The Tax Undertaking is typically granted for a period of 20 years from the date of the undertaking. A copy of the Tax Undertaking (or confirmation of the application therefor) will be provided as a condition to closing. A separate Cayman Tax Status Certificate and Memorandum prepared by Kincaid & Moreau LLP (Nigel Ashworth) will be delivered at closing.

Risk Assessment. The risk of a material adverse change in Cayman Islands tax law is currently assessed as low. The Cayman Islands has historically maintained its tax-neutral status as a core element of its competitive position as an international financial center, and there is no current legislation pending or proposed that would impose withholding tax on interest payments by Cayman-domiciled companies.

However, two developments merit monitoring. First, the OECD's Pillar Two framework, which establishes a global minimum effective tax rate of 15% for large multinational enterprises, could have implications for Dunmore's global tax posture, even though the Cayman Islands itself is a zero-tax jurisdiction. If Pillar Two top-up taxes are imposed on DEH's income by another jurisdiction (such as the United Kingdom or Nigeria) under the Income Inclusion Rule or the Undertaxed Profits Rule, such taxes would not constitute a withholding tax on payments to holders and would not trigger the gross-up provisions. Nevertheless, the interaction between Pillar Two and the Cayman domicile should be monitored. Second, any future Cayman Islands legislation imposing a direct tax on companies or on payments made by Cayman companies — however unlikely at present — would trigger the tax redemption provisions of the Indenture.

Drafting Implication. The tax redemption trigger should be drafted broadly enough to capture any future Cayman Islands tax that might require withholding on payments under the Notes, even if DEH itself is not subject to income tax. For example, a Cayman law that imposes a withholding tax on outbound interest payments by Cayman companies (without imposing an income tax on the company itself) should clearly fall within the tax redemption trigger.

4.2 United States — DUFC (Co-Issuer) and U.S. Guarantors

U.S. Withholding Tax Framework. DUFC is a Delaware corporation and a U.S. tax resident. Payments of interest (including OID) by DUFC to non-U.S. persons are treated as U.S.-source income and are subject to a statutory withholding tax rate of 30% under Sections 871(a)(1)(A) and 881(a)(1) of the Code, unless reduced or eliminated by an applicable income tax treaty or by the portfolio interest exemption.

Portfolio Interest Exemption. The portfolio interest exemption under Sections 871(h) and 881(c) of the Code provides a complete exemption from U.S. withholding tax on interest (including OID) paid to non-U.S. persons, provided that:

(a) the interest is not effectively connected with the conduct of a trade or business within the United States by the holder;

(b) the interest is not contingent on the profits, revenue, income, or cash flow of the debtor (or a related person), changes in the value of property of the debtor (or a related person), or dividend or partnership distributions made by the debtor (or a related person) — the 9.375% fixed-rate structure of the Notes satisfies this requirement;

(c) the holder provides an appropriate certification of non-U.S. status (typically IRS Form W-8BEN or Form W-8BEN-E, delivered through the intermediary chain);

(d) the holder is not a "10-percent shareholder" within the meaning of Section 871(h)(3)(B) of the Code (i.e., a person who owns 10% or more of the total combined voting power of all classes of stock of the debtor);

(e) the holder is not a controlled foreign corporation ("CFC") that is related to the debtor within the meaning of Section 881(c)(3)(C) of the Code; and

(f) the holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code.

The portfolio interest exemption is expected to be available to the vast majority of Regulation S holders who properly certify their non-U.S. status on IRS Form W-8BEN or W-8BEN-E. Holders who fail to provide the required certification bear the risk of 30% withholding, which is treated as an Excluded Tax under Section 2.3(c) above (holder certification failure).

OID Treatment. The Notes are being issued at 98.50% of par, resulting in OID of $12,750,000 ($850,000,000 × 1.50%). This OID will accrue ratably over the life of the Notes from the settlement date (May 15, 2025) to the maturity date (May 1, 2032) using the constant yield method prescribed by Section 1272 of the Code and the regulations thereunder. For U.S. withholding tax purposes, OID is treated as interest, and the portfolio interest exemption applies to OID on the same terms and conditions as stated interest. Accordingly, non-U.S. holders who provide appropriate certification of non-U.S. status are not subject to U.S. withholding tax on OID accruals included in payments of principal at maturity or upon earlier redemption.

FATCA. Under Sections 1471 through 1474 of the Code (FATCA), a 30% withholding tax is imposed on "withholdable payments" (which include U.S.-source interest) made to non-participating FFIs and certain NFFEs that do not comply with FATCA reporting requirements. FATCA withholding is properly excluded from the gross-up obligation under Section 2.3(b) above. We note that the implementation of FATCA withholding on "foreign passthru payments" (which could include payments by foreign subsidiaries attributable to U.S.-source income) has been deferred indefinitely under current IRS guidance; if and when such rules are finalized, they could have implications for payments by DEH or non-U.S. Guarantors that are attributable to U.S.-source income of DUFC.

U.S. Guarantors. The U.S. Guarantors — Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. — are each organized in Delaware and are U.S. tax residents (or, in the case of the LLCs, are disregarded entities or treated as domestic entities for U.S. tax purposes). Guarantee payments by any U.S. Guarantor could be characterized as U.S.-source interest subject to 30% withholding, and the same portfolio interest exemption analysis described above applies. The gross-up provisions should treat guarantee payments by U.S. Guarantors identically to payments by DUFC, and the Excluded Taxes carve-outs should apply equally.

Backup Withholding. Backup withholding under Section 3406 of the Code currently applies at a rate of 24% on certain payments to U.S. persons who fail to furnish a correct TIN on IRS Form W-9 or who fail to certify that they are not subject to backup withholding. Backup withholding is excluded from the gross-up obligation under Section 2.3(f) above.

CRS. The United States does not participate in the OECD Common Reporting Standard (CRS), relying instead on FATCA as its primary mechanism for cross-border tax information exchange. Accordingly, CRS-related withholding is not expected to arise in connection with payments by DUFC or the U.S. Guarantors.

Recommendation. The Indenture certification requirements should be carefully aligned with the IRS Form W-8 procedures to ensure that holders who are entitled to the portfolio interest exemption can establish their entitlement through the normal intermediary chain (DTC, Thackeray Partners LLC, Ashgrove Enterprises). Holders who fail to certify bear the withholding risk as an Excluded Tax under Section 2.3(c).

4.3 Nigeria — Dunmore Nigeria E&P Ltd.

Nigerian Withholding Tax. Under the Companies Income Tax Act (Cap. C21, Laws of the Federation of Nigeria 2004, as amended) and the Petroleum Profits Tax Act (Cap. P13, Laws of the Federation of Nigeria 2004, as amended), Nigeria imposes a withholding tax of 10% on interest payments made by Nigerian companies to non-resident persons. This withholding tax applies to payments of interest, discounts, charges, fees, and commissions made to non-residents in respect of borrowings or other financial arrangements.

Application to Guarantee Payments. If Dunmore Nigeria E&P Ltd. is called upon to make a payment under its Guarantee of the Notes, such payment could be characterized as a payment of interest by a Nigerian company to non-resident holders and would be subject to 10% Nigerian withholding tax. This is the primary gross-up risk for the transaction from a Nigerian perspective. The semi-annual interest payment of $39,843,750 would generate a withholding of $3,984,375 if paid by Dunmore Nigeria E&P Ltd. under its Guarantee, and the grossed-up amount (including gross-up on the gross-up) would be approximately $4,427,083 (assuming a simple one-level gross-up at 10%).

Treaty Relief. Nigeria has a limited network of double taxation treaties, and there is no double taxation treaty between Nigeria and the Cayman Islands. The United States-Nigeria income tax treaty, signed in 1986 but not yet in force, would not eliminate Nigerian withholding on interest payments to U.S. holders even if it were to enter into force, as the draft treaty provides for a reduced rate (rather than complete elimination) of withholding on interest. Accordingly, treaty relief is not available to mitigate the Nigerian withholding risk on guarantee payments.

NNPC and Regulatory Considerations. The Calderon Group (NNPC Ltd.) holds back-in rights with respect to OML 47 and OML 63, which are Dunmore Nigeria E&P Ltd.'s principal assets. The NNPC's involvement does not directly affect the withholding tax analysis on interest payments, but it may affect the operational structure through which cash flows are remitted from Nigeria. Specifically, any regulatory approvals required for outbound payments from Nigeria (including Central Bank of Nigeria ("CBN") approvals for foreign exchange transactions) may interact with the timing and mechanics of guarantee payments. Coordination with Abayomi Chambers (Chidinma Okafor) on regulatory approvals for outbound payments is recommended.

Recommendation. The gross-up obligation for Nigerian withholding on guarantee payments by Dunmore Nigeria E&P Ltd. is critical and must be clearly and unambiguously drafted. The Additional Amounts covenant must explicitly cover payments made by Guarantors in their capacity as guarantors, including payments by Dunmore Nigeria E&P Ltd. We recommend that the Issuers model the cost of potential Nigerian withholding (10% × estimated guarantee payments) in their financial projections and include an appropriate reserve or contingency in the pro forma financial statements included in the Offering Memorandum. Additionally, consideration should be given to whether the Dunmore operating structure can be arranged to minimize the likelihood that guarantee payments flow through the Nigerian entity. For example, if the intercompany loan structure is designed so that Dunmore Nigeria E&P Ltd.'s guarantee obligations are satisfied through upstream dividend or management fee payments to DEH (rather than direct guarantee payments to the Trustee), the withholding exposure may be reduced. This structural question should be coordinated with Deepa Rajaram (CFO) and with Abayomi Chambers.

4.4 Senegal — Dunmore Senegal S.A.

Senegalese Withholding Tax. Under the General Tax Code of Senegal (Code Général des Impôts), Senegal imposes a withholding tax of 20% on interest payments made by Senegalese companies to non-resident persons. This rate applies to payments of interest, arrears, commissions, and similar charges on borrowings, deposits, and current accounts.

Application to Guarantee Payments. If Dunmore Senegal S.A. is called upon to make a payment under its Guarantee, such payment would likely be subject to 20% Senegalese withholding tax. The semi-annual interest payment of $39,843,750, if paid by Dunmore Senegal S.A. under its Guarantee, would generate a withholding of $7,968,750, with a grossed-up amount of approximately $9,960,938 (assuming a one-level gross-up at 20%). This is the highest-rate withholding exposure in the transaction and represents a material cost that must be factored into the Issuers' financial planning.

PSC Tax Stabilization. The Production Sharing Contract ("PSC") for the Cayar Offshore Block, held by Dunmore Senegal S.A., may contain stabilization or tax-exemption provisions that could reduce or eliminate Senegalese withholding tax on certain categories of payments. Many PSCs in West Africa include stabilization clauses that fix the tax regime applicable to the contractor for the term of the contract, insulating the contractor from adverse legislative changes. If the Cayar PSC contains such a provision and if it covers withholding tax on outbound payments by Dunmore Senegal S.A. (including guarantee payments), the withholding exposure may be reduced or eliminated. Review of the PSC by Theron Moss & Associates SARL (Moustapha Sy) is required to confirm the scope and applicability of any stabilization clause.

Cayar Phase II Development. The Cayar Phase II development, with estimated capital expenditure of $250,000,000, is being funded in part from the proceeds of the Notes offering. The financial flows between DEH and Dunmore Senegal S.A. in connection with this funding — likely structured as intercompany loans or equity contributions — may create additional withholding tax exposure on intercompany interest payments. The structuring of these intercompany flows is outside the scope of this memorandum but should be coordinated with C&H's corporate and tax teams.

Recommendation. The gross-up must cover Senegalese withholding on guarantee payments by Dunmore Senegal S.A. Confirmation of the PSC tax stabilization clause coverage from Theron Moss & Associates SARL is an urgent open item and should be prioritized in advance of the pricing date.

4.5 England & Wales — Dunmore Trading Ltd.

UK Withholding Tax on Interest. Under the Income Tax Act 2007 (Sections 874–888), the United Kingdom imposes a withholding tax of 20% on payments of "yearly interest" by UK-resident companies to non-UK-resident persons. The withholding obligation falls on the person making the payment, and the payer is required to withhold and remit the tax to Her Majesty's Revenue and Customs ("HMRC").

Quoted Eurobond Exemption. The principal exemption from UK withholding on interest is the "quoted Eurobond exemption" under Section 882 of the Income Tax Act 2007. Under this exemption, interest on a "quoted Eurobond" — defined as a security that is listed on a recognized stock exchange — is paid without deduction of tax. However, the Notes are not listed on a recognized stock exchange; they are being offered and sold in a private placement pursuant to Rule 144A and Regulation S, and there are no current plans to list the Notes on any stock exchange (whether the London Stock Exchange, the Irish Stock Exchange (Euronext Dublin), the Luxembourg Stock Exchange, or otherwise). Accordingly, the quoted Eurobond exemption is likely unavailable for the Notes, and payments of interest by Dunmore Trading Ltd. under its Guarantee would be subject to 20% UK withholding tax.

Treaty Relief. There is no double taxation treaty between the United Kingdom and the Cayman Islands. Although the United Kingdom has an extensive treaty network, including treaties with the United States and with many European and Commonwealth nations, holders of the Notes who are resident in treaty partner jurisdictions would need to apply for treaty relief on a case-by-case basis through HMRC's treaty relief procedures (HMRC Form DTTP2). This process is impractical for a widely held high-yield offering and would not provide a reliable or timely mechanism for eliminating withholding on guarantee payments by Dunmore Trading Ltd.

Application to Guarantee Payments. If Dunmore Trading Ltd. is called upon to make a payment under its Guarantee, such payment would likely be characterized as "yearly interest" subject to 20% UK withholding. The withholding exposure is the same as for Senegalese guarantee payments: $7,968,750 per semi-annual interest period, with a grossed-up amount of approximately $9,960,938.

Recommendation. The gross-up must capture UK withholding on guarantee payments by Dunmore Trading Ltd. Given the unavailability of the quoted Eurobond exemption and the absence of a UK-Cayman treaty, the Issuers should consider whether Dunmore Trading Ltd.'s g

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
TAX COVENANT COMMENTARY INDENTURE GROSS-UP AND ADDITIONAL AMOUNTS PROVISIONS MARKUP AND ANALYSIS
April 28, 2025
Prepared by: Leonard Cross, Specialist Partner, Tax — Calderwood & Harkness LLP
Matter No.: 1016-00003
Client: Dunmore Energy Holdings Ltd.
Re: $850,000,000 9.375% Senior Secured Notes due 2032 — Indenture Tax Provisions Analysis and Market Comparison
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT. This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP in connection with its representation of Dunmore Energy Holdings Ltd. This memorandum and all information contained herein is intended solely for the use of the client and the engagement team members identified herein and should not be disclosed, distributed, or reproduced, in whole or in part, without the prior written consent of Calderwood & Harkness LLP. Inadvertent disclosure does not constitute a waiver of privilege.
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I. Introduction and Purpose
1.1 Scope of This Memorandum
This memorandum provides Calderwood & Harkness LLP's ("C&H") comprehensive analysis and markup of the tax gross-up, additional amounts, and tax redemption provisions contained in the Indenture dated as of May 15, 2025 (the "Indenture"), among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (Cayman Registry No. MC-384726) (the "Issuer" or "DEH"), Dunmore upstream Finance Corp., a Delaware corporation (EIN 93-4728106) (the "Co-Issuer" or "DUFC," and together with DEH, the "Issuers"), the guarantors party thereto from time to time (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as trustee (the "Trustee") and collateral agent (the "Collateral Agent"). The relevant tax provisions are contained in the definition sections of the Indenture and in the substantive covenant and redemption articles, which are referenced throughout this memorandum and reproduced with tracked changes in Appendix A hereto.
The Notes consist of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), placed pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act. The Notes bear interest at a rate of 9.375% per annum, payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2025. The Notes mature on May 1, 2032. The Notes were issued at an issue price of 98.50% of par, resulting in original issue discount ("OID") of $12,750,000 (calculated as $850,000,000 × 1.50%).
This memorandum has been prepared by Leonard Cross, Specialist Partner, Tax, for the C&H engagement team consisting of the following attorneys:
• Jennifer Kwon, Responsible Partner
• Theodore Langston, Billing Partner
• Eric Johannsen, Lead Associate
• Claire Dempsey, Working Associate
This memorandum is intended to serve three principal purposes. First, it accompanies the draft Indenture circulated to Whitfield Baxter & Cohn LLP ("WBC"), counsel to the initial purchasers, care of Harrison Cates, in connection with ongoing negotiations of the transaction documentation. Second, it is intended to inform discussions with Alistair Forde, General Counsel of Dunmore Energy Holdings Ltd., and Deepa Rajaram, Chief Financial Officer of Dunmore Energy Holdings Ltd., regarding the tax implications of the gross-up provisions and the financial exposure arising from potential withholding obligations in multiple jurisdictions. Third, it provides a detailed market comparison and analysis that will guide C&H's negotiating positions in the markup sessions scheduled with WBC during the week of May 5, 2025.
All references in this memorandum to sections of the Indenture are to the draft Indenture circulated on April 25, 2025 (the "April 25 Draft"), unless otherwise noted. Section numbers may be adjusted in the final execution version.
1.2 Structural Overview — Why Gross-Up Provisions Matter for This Transaction
The tax gross-up and additional amounts provisions are among the most consequential investor protection mechanisms in the Indenture. Their significance for this particular transaction is heightened by the multi-jurisdictional nature of the Dunmore group, the diverse investor base purchasing the Notes, and the specific tax characteristics of several of the jurisdictions in which the Guarantors are organized or conduct operations. This Section 1.2 provides a structural overview of the principal considerations that inform our analysis.
Issuer Jurisdiction — Cayman Islands. DEH is incorporated and existing as an exempted company under the laws of the Cayman Islands. The Cayman Islands is currently a zero-tax jurisdiction: no income tax, corporate tax, withholding tax, capital gains tax, or estate duty is imposed on DEH or on payments of interest, principal, or other amounts made by DEH to holders of the Notes under current Cayman Islands law. This tax-neutral status is a foundational assumption of the transaction structure and is a key reason for investor comfort with the Cayman domicile. However, as discussed in Section IV.1 below, this status is not immutable, and the gross-up provisions serve as a critical backstop against future adverse legislative developments, including developments related to the OECD's Base Erosion and Profit Shifting ("BEPS") framework and Pillar Two global minimum tax initiative.
Co-Issuer Jurisdiction — United States. DUFC is a Delaware corporation and is subject to U.S. federal income tax. Payments of interest (including OID) by DUFC to non-U.S. holders are subject to a statutory withholding tax rate of 30% under Sections 871(a) and 881(a) of the Internal Revenue Code of 1986, as amended (the "Code"), unless reduced or eliminated by an applicable income tax treaty or the portfolio interest exemption under Sections 871(h) and 881(c) of the Code. The U.S. withholding tax regime is well-understood and well-documented, and the portfolio interest exemption is expected to be available to the vast majority of Regulation S holders who properly certify their non-U.S. status. Nevertheless, the interaction between the Co-Issuer's U.S. tax residency and the gross-up provisions requires careful drafting to ensure that holders who are entitled to the portfolio interest exemption are not inadvertently denied its benefits, while holders who fail to comply with certification requirements bear the withholding risk as an Excluded Tax.
Multi-Jurisdictional Guarantor Structure. The Guarantor subsidiaries are organized and operate in multiple jurisdictions, each with its own withholding tax regime. The Guarantors include:
• Dunmore Nigeria E&P Ltd. — organized under the laws of Nigeria (Corporate Affairs Commission registration), operator of Oil Mining Leases OML 47 and OML 63 in the Niger Delta;
• Dunmore Senegal S.A. — organized under the laws of Senegal, holder of the Production Sharing Contract for the Cayar Offshore Block;
• Dunmore Trading Ltd. — organized under the laws of England and Wales, the group's physical and financial commodity trading subsidiary;
• Dunmore Gulf Operations LLC — a Delaware limited liability company, operator of Gulf of Mexico shelf and deepwater assets;
• Dunmore Renewables LLC — a Delaware limited liability company, holding the group's renewable energy portfolio;
• Dunmore Midstream Holdings Inc. — a Delaware corporation, holding midstream gathering and processing assets.
Payments made by any of these Guarantors in their capacity as guarantors under the Guarantee provisions of the Indenture may be subject to withholding tax in the jurisdiction of organization of the relevant Guarantor. The withholding tax rates applicable to such payments range from 0% (Cayman Islands) to 20% (Senegal, England & Wales), and the availability of treaty relief or domestic exemptions varies significantly across jurisdictions. The multi-jurisdictional guarantor structure is the primary source of gross-up exposure in this transaction and is the principal reason why the Additional Amounts provisions must be drafted broadly and with precision.
Investor Base. The Notes are being offered and sold to qualified institutional buyers ("QIBs") within the United States pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Rule 144A investors are predominantly U.S.-based institutional investors (insurance companies, pension funds, mutual funds, and hedge funds), while the Regulation S investors are predominantly non-U.S. financial institutions, asset managers, and sovereign wealth funds. The different withholding tax exposures applicable to these two categories of investors inform the design of the Excluded Taxes carve-outs and the certification requirements discussed in Section 2.3 below.
Original Issue discount. The Notes are being issued at 98.50% of par, resulting in OID of $12,750,000 (calculated as $850,000,000 × 1.50%). For U.S. federal income tax purposes, OID accrues ratably over the life of the Notes from the settlement date (May 15, 2025) to the maturity date (May 1, 2032) and is treated as interest for withholding tax purposes. This treatment means that OID is subject to the same withholding analysis and the same gross-up obligations as stated interest. As discussed in Section VI.1 below, the definition of "interest" in the Additional Amounts provision should explicitly include OID to avoid any ambiguity.
Market Expectation. Tax gross-up provisions are a well-established market expectation for high-yield notes issued by Cayman-domiciled issuers and offered to international investors. The absence of adequate gross-up protection would be viewed unfavorably by investors and could adversely affect pricing and demand for the Notes. The provisions discussed in this memorandum are consistent with prevailing market standards for comparable transactions, as detailed in Section V below.
II. Analysis of Indenture Tax Gross-Up Provisions (Section-by-Section Markup)
This Part II provides a detailed section-by-section analysis of the principal tax gross-up provisions of the Indenture. For each provision, we set forth the substance of the draft language, identify issues and ambiguities, and provide our recommendations. The full text of the relevant Indenture provisions, marked up with tracked changes and marginal annotations, is set forth in Appendix A.
2.1 Definition of "Taxes" (Indenture Definition Section)
The foundation of the gross-up architecture is the definition of "Taxes," which determines the scope of the obligations that trigger the Additional Amounts covenant. We recommend that the definition be drafted broadly to encompass the full range of fiscal impositions that could be levied on payments under the Notes or the Guarantees in any jurisdiction in which the Issuers or any Guarantor is organized, operates, or makes payments.
Recommended Definition. "Taxes" should be defined as all present and future taxes, duties, assessments, levies, imposts, deductions, charges, and withholdings (including any interest, additions to tax, or penalties applicable thereto) imposed, levied, collected, withheld, or assessed by or on behalf of any government, governmental authority, or political subdivision thereof or any agency or instrumentality of any of the foregoing having the power to tax, in each case, in or of any Relevant Taxing Jurisdiction.
Relevant Taxing Jurisdiction. The definition of "Relevant Taxing Jurisdiction" is a critical companion definition that determines the geographic scope of the gross-up obligation. We recommend that "Relevant Taxing Jurisdiction" be defined to include each of the following:
(a) the Cayman Islands (the jurisdiction of incorporation of DEH);
(b) the United States of America (including any state or political subdivision thereof and the District of Columbia) (the jurisdiction of incorporation of DUFC and of several Guarantors);
(c) the Federal Republic of Nigeria (the jurisdiction of organization and principal place of operations of Dunmore Nigeria E&P Ltd.);
(d) the Republic of Senegal (the jurisdiction of organization and principal place of operations of Dunmore Senegal S.A.);
(e) England and Wales (the jurisdiction of organization of Dunmore Trading Ltd.);
(f) any jurisdiction from which any Issuer or any Guarantor actually makes a payment on the Notes or any Guarantee, as applicable; and
(g) any jurisdiction in which a successor entity to any Issuer or any Guarantor is organized or resident for tax purposes, or from which such successor entity makes a payment on the Notes or any Guarantee.
This definition is designed to be comprehensive and to capture not only the jurisdictions of incorporation of the Issuers and Guarantors as currently constituted, but also any jurisdiction through which payments may actually flow and any jurisdiction in which a successor entity may be organized. The inclusion of clause (f) is particularly important given the operational complexity of the Dunmore group and the possibility that payment flows may transit through jurisdictions other than the jurisdiction of incorporation of the relevant payor. The inclusion of clause (g) provides protection against future corporate restructuring or merger transactions that might result in the substitution of an issuer or guarantor organized in a higher-tax jurisdiction.
Cross-Reference to Guarantor Subsidiaries. For clarity and to facilitate ongoing compliance, the Indenture should include a schedule or annex listing the initial Guarantors and their respective jurisdictions of organization:
This schedule should be updated through supplemental indentures upon the joinder of any additional Guarantor.
Market Comment. The definition of "Relevant Taxing Jurisdiction" should be drafted broadly to capture any jurisdiction from which payments actually flow, not merely the jurisdictions of incorporation of the Issuers and Guarantors. This is particularly important given the multi-jurisdictional guarantor structure of the Dunmore group, where guarantee payments may originate from entities in Nigeria, Senegal, or England and Wales, each of which imposes material withholding taxes on outbound interest payments. A narrower definition limited to the jurisdictions of incorporation of the Issuers only (as seen in certain precedent transactions discussed in Section V below) would leave investors exposed to withholding on guarantee payments and would be inconsistent with prevailing market expectations for transactions of this type.
2.2 Obligation to Pay Additional Amounts (Core Gross-Up Covenant)
The core gross-up covenant is the operative provision that requires the Issuers and the Guarantors to pay Additional Amounts to holders in order to compensate them for any withholding or deduction for Taxes imposed on payments under the Notes or the Guarantees. This covenant is the single most important tax-related investor protection in the Indenture and must be drafted with precision and breadth.
Draft Provision. The operative language should provide substantially as follows:
All payments of principal of, premium (if any) on, and interest (including OID) on the Notes, and all payments under the Guarantees, made by or on behalf of the Issuers or any Guarantor, shall be made free and clear of, and without withholding or deduction for or on account of, any Taxes, unless such withholding or deduction is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority.
If any withholding or deduction for or on account of any Taxes is required by applicable law to be made from any payment made by or on behalf of the Issuers or any Guarantor under or with respect to the Notes or any Guarantee, the Issuers or such Guarantor, as applicable, shall pay to each holder of Notes such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by such holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction on Additional Amounts) shall not be less than the amount such holder would have received if such Taxes had not been withheld or deducted.
Coverage of Guarantee Payments. A critical drafting point for this transaction is that the Additional Amounts obligation must apply not only to payments made directly by the Issuers under the Notes, but also and equally to payments made by any Guarantor in its capacity as guarantor under the Guarantees. This is not merely a theoretical concern. Given the operational structure of the Dunmore group, a scenario in which a Guarantor (particularly Dunmore Nigeria E&P Ltd. or Dunmore Senegal S.A.) is called upon to make a payment under its Guarantee is entirely foreseeable, particularly in a financial distress scenario in which the Issuers are unable to service the Notes from their own resources and must rely on upstream cash flows from operating subsidiaries. In such a scenario, the Guarantor's payment would be subject to withholding in the Guarantor's jurisdiction of organization, and the gross-up obligation would be triggered.
We recommend adding explicit language to the Additional Amounts covenant confirming that the obligation applies to "payments made by the Issuers or any Guarantor in respect of the Notes or any Guarantee, in each case in whatever capacity, including payments made by a Guarantor in its capacity as guarantor under its Guarantee." This language eliminates any argument that the gross-up obligation is limited to direct payments by the Issuers on the Notes and does not extend to payments by Guarantors under their Guarantees.
Semi-Annual Interest Payment Illustration. The semi-annual interest payment on the Notes is $39,843,750 (calculated as $850,000,000 × 9.375% ÷ 2), payable on each May 1 and November 1. If, for example, Dunmore Nigeria E&P Ltd. were called upon to make this payment under its Guarantee, Nigerian withholding tax at the statutory rate of 10% would result in a withholding of $3,984,375 per semi-annual payment, requiring the payment of Additional Amounts in that amount (plus any additional grossing-up required to cover withholding on the Additional Amounts themselves). If Dunmore Senegal S.A. were the paying Guarantor, the Senegalese withholding tax at 20% would result in a withholding of $7,968,750 per semi-annual payment. These are material amounts that underscore the importance of precise drafting.
Markup Note. We recommend that the following language be added to the Additional Amounts covenant:
"For the avoidance of doubt, the obligation to pay Additional Amounts shall apply to all payments made by any Guarantor in its capacity as guarantor under its Guarantee, and references in this Section to payments 'by the Issuers' or 'under the Notes' shall be deemed to include payments by any Guarantor under any Guarantee."
2.3 Excluded Taxes (Carve-Outs from Gross-Up Obligation)
The Excluded Taxes provisions define the categories of Taxes for which no Additional Amounts are payable. These carve-outs are standard in high-yield indentures and reflect a market consensus that certain categories of withholding risk should be borne by the holder rather than the Issuers. The appropriate scope of the Excluded Taxes is a frequent subject of negotiation between issuers' counsel and initial purchasers' counsel, and we anticipate that WBC (Harrison Cates) may seek to narrow certain of these carve-outs. Our recommended position on each is set forth below.
Standard Carve-Outs. No Additional Amounts shall be payable with respect to any payment to a holder or beneficial owner of a Note for or on account of:
(a) Connection Taxes. Any Tax imposed by reason of such holder's or beneficial owner's present or former connection with the Relevant Taxing Jurisdiction imposing such Tax (including, without limitation, such holder's or beneficial owner's being or having been a citizen, resident, or national thereof, or being or having been present or engaged in a trade or business therein, or having or having had a permanent establishment therein), other than a connection arising solely from the acquisition, holding, or disposition of the Notes or the receipt of any payment in respect thereof. This carve-out is intended to exclude from the gross-up obligation any Taxes that are imposed on a holder by reason of the holder's own nexus with the taxing jurisdiction, as distinguished from Taxes that are imposed solely by reason of the payment itself. The phrase "other than a connection arising solely from" the Notes is essential to ensure that the mere act of investing in the Notes does not create a "connection" that would defeat the gross-up protection.
(b) FATCA Withholding. Any Tax imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, any legislation, law, regulation, or official guidance enacted or issued in any jurisdiction implementing or relating to any such intergovernmental agreement, or any agreement between the Issuers or any Guarantor and the U.S. Department of the Treasury or any other governmental authority entered into in connection with any of the foregoing.
Analysis: FATCA imposes a 30% withholding tax on "withholdable payments" (which include U.S.-source interest) made to foreign financial institutions ("FFIs") that do not comply with FATCA reporting requirements ("non-participating FFIs") and to non-financial foreign entities ("NFFEs") that do not certify that they have no substantial U.S. owners or provide information about their substantial U.S. owners. The FATCA exclusion is universal in the high-yield market and reflects the consensus view that FATCA compliance is a holder-level responsibility. Holders can avoid FATCA withholding by ensuring that their custodial chain includes only participating FFIs and by providing appropriate documentation (IRS Forms W-8BEN-E, W-8IMY, or equivalent FATCA-compliant certifications). We strongly recommend retaining this exclusion and resisting any effort by WBC to remove or narrow it.
Drafting Recommendation: The FATCA carve-out should be drafted with precision to ensure that it covers withholding imposed under FATCA and intergovernmental agreements implementing FATCA, but does not inadvertently extend to withholding taxes imposed by non-U.S. jurisdictions for reasons unrelated to FATCA. For example, Nigerian withholding tax imposed under the Companies Income Tax Act on interest payments by Dunmore Nigeria E&P Ltd. should not be characterized as a FATCA-related tax merely because Nigeria has entered into an intergovernmental agreement with the United States relating to tax information exchange. The carve-out language should make clear that it applies only to Taxes imposed "pursuant to" or "in connection with the implementation of" the specified FATCA provisions.
(c) Holder Certification Failure. Any Tax that would not have been imposed but for the failure of the holder or beneficial owner of the Note to comply with any reasonable certification, identification, information, documentation, or other reporting requirement, if such compliance is required by applicable law, regulation, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction of, such Tax. Without limiting the generality of the foregoing, this carve-out includes the failure to provide an appropriate IRS Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, Form W-8IMY, Form W-9, or any successor or substitute form, as applicable.
Analysis: This carve-out places the burden on holders to provide the certifications and documentation necessary to establish their entitlement to an exemption from or reduction of withholding tax. This is particularly important in the context of the portfolio interest exemption under Sections 871(h) and 881(c) of the Code, which requires non-U.S. holders to provide a statement (typically on IRS Form W-8BEN or W-8BEN-E) certifying that they are not U.S. persons. Regulation S holders who fail to provide this certification would be subject to 30% U.S. withholding tax on interest payments by DUFC, and such withholding would be an Excluded Tax for which no Additional Amounts would be payable.
Interaction with Regulation S: Regulation S holders are required to certify their non-U.S. person status in connection with the purchase of the Notes. However, the ongoing obligation to provide IRS Forms W-8 runs through the custodial chain rather than directly from the holder to the Issuers. The Indenture should clarify that the holder's obligation to comply with certification requirements runs through the applicable intermediaries (DTC participants, Thackeray Partners LLC, Ashgrove Enterprises) and that the Issuers and Paying Agent are entitled to rely on certifications provided through such intermediaries.
(d) Presentment Taxes. Any Tax imposed by reason of the Note being presented for payment more than 30 days after the later of (i) the date on which the relevant payment first became due and payable and (ii) the date on which payment thereof was duly provided for (if such date is later than the date described in clause (i)), except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period.
(e) Estate, Gift, and Inheritance Taxes. Any estate, inheritance, gift, sales, excise, transfer, personal property, wealth, or similar Tax.
(f) Backup Withholding. Any Tax imposed pursuant to Section 3406 of the Code (or any amended or successor version thereof) by reason of the failure of the holder or beneficial owner to provide a correct taxpayer identification number or to certify that it is exempt from backup withholding.
Analysis: Backup withholding under Section 3406 currently applies at a rate of 24% on certain payments to U.S. persons who fail to furnish a correct taxpayer identification number (TIN) on IRS Form W-9 or who fail to certify that they are not subject to backup withholding. Backup withholding is creditable against the holder's U.S. federal income tax liability and is refundable to the extent it exceeds such liability. The exclusion of backup withholding from the gross-up obligation is standard and uncontroversial.
(g) CRS Withholding. Any Tax imposed pursuant to or in connection with the Common Reporting Standard ("CRS") developed by the Organisation for Economic Co-operation and Development or any law, regulation, or official guidance implementing the CRS in any jurisdiction, to the extent applicable.
Analysis: Although the CRS itself does not impose a withholding tax, certain jurisdictions have enacted or proposed "wider approach" measures that could impose withholding or other adverse tax consequences on payments to account holders who fail to provide required CRS documentation. The inclusion of this carve-out is precautionary and is consistent with evolving market practice.
Market Comparison Note. The foregoing carve-outs are consistent with the Excluded Taxes provisions in precedent Cayman-domiciled high-yield issuances in the energy sector, as described in Section V below. We have reviewed the Excluded Taxes provisions in three recent comparable transactions (Comparison Transactions A, B, and C) and have confirmed that each includes carve-outs for connection taxes, FATCA, holder certification failure, presentment, and estate/gift/inheritance taxes. Comparison Transaction C also includes a CRS carve-out, consistent with our recommendation for the Dunmore Indenture. A detailed side-by-side comparison is set forth in Appendix B.
Drafting Recommendation on FATCA Carve-Out. As noted above, the FATCA carve-out should be drafted with precision to ensure that it does not inadvertently cover withholding taxes imposed by non-U.S. jurisdictions for reasons unrelated to FATCA. We recommend including a proviso or clarifying language to the effect that: "For the avoidance of doubt, Taxes imposed by a Relevant Taxing Jurisdiction other than the United States shall not be treated as Taxes described in clause (b) above solely by reason of the fact that such Relevant Taxing Jurisdiction has entered into an intergovernmental agreement with the United States relating to the exchange of tax information."
2.4 Additional Amounts Mechanics — Payment Procedures
The procedural provisions governing the payment of Additional Amounts are essential to the practical operation of the gross-up covenant. The following mechanical provisions should be included in the Indenture.
Paying Agent. The Issuers shall make all payments of Additional Amounts through Beacon Fiduciary Services LLC, in its capacity as Paying Agent, Registrar, and Transfer Agent under the Indenture (Sandra Mitchum, Relationship Manager; principal office at 240 Greenwich Street, 7th Floor, New York, New York 10007). The Paying Agent's obligations with respect to Additional Amounts are the same as its obligations with respect to payments of principal and interest generally, and the Paying Agent is not independently obligated to determine whether Additional Amounts are payable or to calculate the amount thereof; such determination and calculation are the responsibility of the Issuers.
Timing. Additional Amounts shall be paid concurrently with the underlying payment of principal, premium, or interest to which they relate. If a withholding or deduction is imposed on a payment of interest due on a scheduled interest payment date, the corresponding Additional Amounts shall be paid on the same interest payment date. The simultaneous payment requirement is essential to preserve the economic equivalence that the gross-up covenant is designed to ensure.
Documentation — Tax Receipts. The Issuers shall furnish to the Trustee (Northgate Trust Company, N.A.; William Kerrigan, Vice President, Corporate Trust Division; 100 Wall Street, Suite 1600, New York, New York 10005), within 60 calendar days after the date of any payment of Taxes in respect of which Additional Amounts have been paid, official receipts issued by the relevant taxing authority evidencing the payment of such Taxes, or, if such receipts are not available, such other evidence of payment as is reasonably satisfactory to the Trustee. This documentation requirement serves two functions: it enables the Trustee to verify that the Taxes have in fact been paid to the relevant authority, and it provides a record for holders (or their tax advisors) to claim foreign tax credits or deductions in their home jurisdictions.
Indemnification. If any holder or beneficial owner of a Note is required to pay any Tax for which Additional Amounts would have been payable (had such Tax been withheld or deducted by the Issuers or a Guarantor), such holder or beneficial owner shall be entitled to indemnification by the Issuers for the amount of such Tax, subject to the same Excluded Taxes carve-outs set forth in Section 2.3 above. This indemnification right is in addition to, and not in limitation of, the obligation to pay Additional Amounts and is intended to cover situations in which a taxing authority assesses Tax directly against a holder rather than withholding from a payment.
Survival. The obligation of the Issuers and the Guarantors to pay Additional Amounts, and to indemnify holders for Taxes as described above, shall survive the termination, defeasance, or discharge of the Indenture with respect to any amounts then due and payable or that have accrued prior to the date of such termination, defeasance, or discharge. This survival provision is essential to prevent the Issuers from extinguishing accrued Additional Amounts obligations through a defeasance or discharge of the Indenture.
III. Tax Redemption Provisions
The tax redemption provisions of the Indenture afford the Issuers the right to redeem the Notes in whole in the event that adverse changes in tax law render it necessary for the Issuers or any Guarantor to pay Additional Amounts. The tax redemption right is a standard feature of high-yield indentures for Cayman-domiciled issuers and serves as a safety valve that permits the Issuers to terminate the Notes if the cost of the gross-up obligation becomes unsustainable. This Part III analyzes the trigger events, conditions precedent, and interaction with other redemption provisions.
3.1 Optional Tax Redemption — Trigger Events
The Issuers shall have the right to redeem the Notes in whole (but not in part) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date, plus any Additional Amounts then due, upon not less than 10 nor more than 60 days' prior notice to the holders, if each of the following conditions is satisfied:
(a) As a result of a change in or amendment to the laws (including any regulations or rulings promulgated thereunder), treaties, or official published interpretations thereof of a Relevant Taxing Jurisdiction, or any change in the official published application or interpretation of, or any official published execution of or amendment to, any such laws, treaties, regulations, or rulings (including any action taken by, or a published change in the official position of, a regulatory authority or court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, which change is announced, on or after the issue date (May 15, 2025);
(b) The Issuers or any Guarantor have become obligated, or there is a substantial probability (as certified by the officers of the Issuers in the Officers' Certificate described in Section 3.2 below) that the Issuers or such Guarantor will become obligated, to pay Additional Amounts on the next date on which any amount would be payable under or with respect to the Notes or any Guarantee; and
(c) Such obligation cannot be avoided by the Issuers or such Guarantor taking reasonable measures available to it.
Reasonable Measures Standard. The "reasonable measures" standard in clause (c) requires careful definition to prevent abuse while preserving the Issuers' ability to exercise the tax redemption right in appropriate circumstances. We recommend that the Indenture include a clarifying provision to the effect that "reasonable measures" shall not include (i) any assignment of the obligation to make payments under the Notes or any Guarantee to a different entity, (ii) any change in the jurisdiction of organization of any Issuer or Guarantor, or (iii) any action that would result in material additional cost, legal liability, regulatory burden, or disruption to the business operations of the Issuers or any Guarantor. This clarification prevents an argument that the Issuers could have avoided the withholding obligation by undertaking a complex and costly corporate restructuring, which would effectively nullify the tax redemption right.
Interaction with Optional Redemption Schedule. The tax redemption right is exercisable at par at any time, including during periods when the Notes would otherwise be subject to premium-priced redemption or make-whole provisions under the optional redemption schedule. The optional redemption schedule for the Notes provides as follows:
If the tax redemption trigger is satisfied prior to May 1, 2028, the Issuers may redeem the Notes at par pursuant to the tax redemption right, whereas an optional redemption during the same period would require a make-whole payment calculated using the Treasury Rate plus 50 basis points — a substantially higher cost. Similarly, if the tax redemption trigger is satisfied between May 1, 2028 and May 1, 2031, the Issuers may redeem at par rather than at the declining premium prices specified in the optional redemption schedule. This par call right, triggered only by adverse tax developments, provides the Issuers with meaningful economic benefit and is a standard feature of Cayman-domiciled high-yield indentures.
Drafting Note. We recommend including explicit language in the Indenture clarifying that the tax redemption right at par is available irrespective of the optional redemption schedule and that the existence of the optional redemption provisions does not limit or restrict the Issuers' right to exercise the tax redemption.
3.2 Conditions Precedent to Tax Redemption
The exercise of the tax redemption right is subject to the following conditions precedent, which are designed to ensure that the right is exercised only in bona fide circumstances and that holders receive adequate assurance that the conditions for tax redemption have been satisfied.
The Issuers must deliver to the Trustee (Northgate Trust Company, N.A.), prior to or concurrently with the publication of the notice of redemption:
(i) Officers' Certificate. An Officers' Certificate, signed by the Chief Executive Officer and the Chief Financial Officer of the Issuer (currently Marcus Ellingham, CEO, and Deepa Rajaram, CFO), stating that: (A) the conditions for tax redemption set forth in Section 3.1 above have been satisfied; (B) describing in reasonable detail the facts and circumstances giving rise to the obligation or probable obligation to pay Additional Amounts, including identification of the change in law, regulation, treaty, ruling, or official position that has occurred; and (C) certifying that the obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Issuers or the affected Guarantor.
(ii) Independent Tax Counsel Opinion. An opinion of independent tax counsel of recognized standing in the Relevant Taxing Jurisdiction whose laws have given rise to the obligation to pay Additional Amounts, confirming that: (A) the change in law, regulation, treaty, ruling, or official position described in the Officers' Certificate has occurred; and (B) as a result of such change, the Issuers or the affected Guarantor are or will be obligated to pay Additional Amounts on the next payment date for which amounts are due.
The independent tax counsel for each Relevant Taxing Jurisdiction shall be as follows:
• Cayman Islands: Kincaid & Moreau LLP (Nigel Ashworth, Partner), 68 Fort Street, George Town, Grand Cayman KY1-1107, Cayman Islands.
• Nigeria: Abayomi Chambers (Chidinma Okafor, Partner), 14 Broad Street, Victoria Island, Lagos, Nigeria.
• Senegal: Theron Moss & Associates SARL (Moustapha Sy, Managing Partner), Rue Moussé Diop 22, Plateau, Dakar, Senegal.
• England & Wales: Cresswell & Greaves LLP (Fiona Halsted, Tax Partner), 10 Fenchurch Avenue, London EC3M 5BN, United Kingdom.
• United States: To be determined; C&H or another nationally recognized U.S. tax firm selected by the Issuers.
(iii) Notice of Redemption. A notice of redemption to the holders of the Notes, delivered in accordance with the notice provisions of the Indenture, stating (A) the redemption date, (B) the redemption price (100% of par plus accrued and unpaid interest plus Additional Amounts), (C) the CUSIP and/or ISIN numbers of the Notes to be redeemed, and (D) a summary of the change in law giving rise to the tax redemption.
3.3 Tax Redemption — Interaction with Other Redemption Provisions
The tax redemption right is independent of and in addition to all other redemption, repurchase, and put rights under the Indenture. Specifically, the tax redemption right exists separately from and does not limit or modify:
• Optional Redemption: Beginning May 1, 2028, the Issuers may redeem the Notes at the declining premium prices specified in Section 3.1 above (104.688% declining to par on May 1, 2031).
• Make-Whole Redemption: Prior to May 1, 2028, the Issuers may redeem the Notes at a make-whole price calculated using the Treasury Rate plus 50 basis points, plus accrued and unpaid interest.
• Equity Clawback: Prior to May 1, 2028, the Issuers may redeem up to 40% of the original $850,000,000 aggregate principal amount of the Notes at a redemption price of 109.375% of par, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings, provided that at least 60% of the original aggregate principal amount of the Notes (i.e., at least $510,000,000) remains outstanding after any such redemption.
• Change of Control Put: Upon a Change of Control (as defined in the Indenture), holders have the right to require the Issuers to repurchase the Notes at 101% of par, plus accrued and unpaid interest.
The tax redemption right may be exercised regardless of whether the Notes are otherwise callable under the optional redemption or make-whole provisions. If the tax redemption trigger is satisfied at a time when the Notes are also callable under the optional redemption provisions, the Issuers may elect to exercise whichever redemption right yields the lower redemption price. In all cases, the tax redemption price is par plus accrued interest plus Additional Amounts, and this price is expected to be lower than the optional redemption price at any time prior to May 1, 2031.
We recommend including a clarifying provision in the Indenture to the effect that:
"The Issuers' right to redeem the Notes pursuant to [Tax Redemption Section] shall be available at any time, irrespective of whether the Notes are then redeemable pursuant to [Optional Redemption Section] or [Make-Whole Redemption Section], and the redemption price applicable to a tax redemption pursuant to [Tax Redemption Section] shall be determined solely by reference to [Tax Redemption Section] and not by reference to the optional redemption prices or make-whole redemption prices set forth in [Optional Redemption Section] or [Make-Whole Redemption Section]."
IV. Jurisdiction-Specific Tax Analysis
This Part IV provides a detailed analysis of the withholding tax regime in each Relevant Taxing Jurisdiction, the available exemptions and treaty relief, and the implications for the gross-up and tax redemption provisions of the Indenture.
4.1 Cayman Islands
Current Tax Status. The Cayman Islands does not impose any income tax, corporation tax, profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, or gift tax. There is no taxation of any kind on companies incorporated or registered in the Cayman Islands, and no tax is imposed on any payment of interest, principal, or other amounts by DEH to the holders of the Notes under the current laws of the Cayman Islands.
Tax Undertaking. DEH has obtained, or will obtain prior to the closing date, a Tax Undertaking from the Governor in Cabinet of the Cayman Islands pursuant to the Tax Concessions Act (as revised), which provides an undertaking that, in the event of any legislation being enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such legislation shall not apply to DEH or to any of its obligations. The Tax Undertaking is typically granted for a period of 20 years from the date of the undertaking. A copy of the Tax Undertaking (or confirmation of the application therefor) will be provided as a condition to closing. A separate Cayman Tax Status Certificate and Memorandum prepared by Kincaid & Moreau LLP (Nigel Ashworth) will be delivered at closing.
Risk Assessment. The risk of a material adverse change in Cayman Islands tax law is currently assessed as low. The Cayman Islands has historically maintained its tax-neutral status as a core element of its competitive position as an international financial center, and there is no current legislation pending or proposed that would impose withholding tax on interest payments by Cayman-domiciled companies.
However, two developments merit monitoring. First, the OECD's Pillar Two framework, which establishes a global minimum effective tax rate of 15% for large multinational enterprises, could have implications for Dunmore's global tax posture, even though the Cayman Islands itself is a zero-tax jurisdiction. If Pillar Two top-up taxes are imposed on DEH's income by another jurisdiction (such as the United Kingdom or Nigeria) under the Income Inclusion Rule or the Undertaxed Profits Rule, such taxes would not constitute a withholding tax on payments to holders and would not trigger the gross-up provisions. Nevertheless, the interaction between Pillar Two and the Cayman domicile should be monitored. Second, any future Cayman Islands legislation imposing a direct tax on companies or on payments made by Cayman companies — however unlikely at present — would trigger the tax redemption provisions of the Indenture.
Drafting Implication. The tax redemption trigger should be drafted broadly enough to capture any future Cayman Islands tax that might require withholding on payments under the Notes, even if DEH itself is not subject to income tax. For example, a Cayman law that imposes a withholding tax on outbound interest payments by Cayman companies (without imposing an income tax on the company itself) should clearly fall within the tax redemption trigger.
4.2 United States — DUFC (Co-Issuer) and U.S. Guarantors
U.S. Withholding Tax Framework. DUFC is a Delaware corporation and a U.S. tax resident. Payments of interest (including OID) by DUFC to non-U.S. persons are treated as U.S.-source income and are subject to a statutory withholding tax rate of 30% under Sections 871(a)(1)(A) and 881(a)(1) of the Code, unless reduced or eliminated by an applicable income tax treaty or by the portfolio interest exemption.
Portfolio Interest Exemption. The portfolio interest exemption under Sections 871(h) and 881(c) of the Code provides a complete exemption from U.S. withholding tax on interest (including OID) paid to non-U.S. persons, provided that:
(a) the interest is not effectively connected with the conduct of a trade or business within the United States by the holder;
(b) the interest is not contingent on the profits, revenue, income, or cash flow of the debtor (or a related person), changes in the value of property of the debtor (or a related person), or dividend or partnership distributions made by the debtor (or a related person) — the 9.375% fixed-rate structure of the Notes satisfies this requirement;
(c) the holder provides an appropriate certification of non-U.S. status (typically IRS Form W-8BEN or Form W-8BEN-E, delivered through the intermediary chain);
(d) the holder is not a "10-percent shareholder" within the meaning of Section 871(h)(3)(B) of the Code (i.e., a person who owns 10% or more of the total combined voting power of all classes of stock of the debtor);
(e) the holder is not a controlled foreign corporation ("CFC") that is related to the debtor within the meaning of Section 881(c)(3)(C) of the Code; and
(f) the holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code.
The portfolio interest exemption is expected to be available to the vast majority of Regulation S holders who properly certify their non-U.S. status on IRS Form W-8BEN or W-8BEN-E. Holders who fail to provide the required certification bear the risk of 30% withholding, which is treated as an Excluded Tax under Section 2.3(c) above (holder certification failure).
OID Treatment. The Notes are being issued at 98.50% of par, resulting in OID of $12,750,000 ($850,000,000 × 1.50%). This OID will accrue ratably over the life of the Notes from the settlement date (May 15, 2025) to the maturity date (May 1, 2032) using the constant yield method prescribed by Section 1272 of the Code and the regulations thereunder. For U.S. withholding tax purposes, OID is treated as interest, and the portfolio interest exemption applies to OID on the same terms and conditions as stated interest. Accordingly, non-U.S. holders who provide appropriate certification of non-U.S. status are not subject to U.S. withholding tax on OID accruals included in payments of principal at maturity or upon earlier redemption.
FATCA. Under Sections 1471 through 1474 of the Code (FATCA), a 30% withholding tax is imposed on "withholdable payments" (which include U.S.-source interest) made to non-participating FFIs and certain NFFEs that do not comply with FATCA reporting requirements. FATCA withholding is properly excluded from the gross-up obligation under Section 2.3(b) above. We note that the implementation of FATCA withholding on "foreign passthru payments" (which could include payments by foreign subsidiaries attributable to U.S.-source income) has been deferred indefinitely under current IRS guidance; if and when such rules are finalized, they could have implications for payments by DEH or non-U.S. Guarantors that are attributable to U.S.-source income of DUFC.
U.S. Guarantors. The U.S. Guarantors — Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. — are each organized in Delaware and are U.S. tax residents (or, in the case of the LLCs, are disregarded entities or treated as domestic entities for U.S. tax purposes). Guarantee payments by any U.S. Guarantor could be characterized as U.S.-source interest subject to 30% withholding, and the same portfolio interest exemption analysis described above applies. The gross-up provisions should treat guarantee payments by U.S. Guarantors identically to payments by DUFC, and the Excluded Taxes carve-outs should apply equally.
Backup Withholding. Backup withholding under Section 3406 of the Code currently applies at a rate of 24% on certain payments to U.S. persons who fail to furnish a correct TIN on IRS Form W-9 or who fail to certify that they are not subject to backup withholding. Backup withholding is excluded from the gross-up obligation under Section 2.3(f) above.
CRS. The United States does not participate in the OECD Common Reporting Standard (CRS), relying instead on FATCA as its primary mechanism for cross-border tax information exchange. Accordingly, CRS-related withholding is not expected to arise in connection with payments by DUFC or the U.S. Guarantors.
Recommendation. The Indenture certification requirements should be carefully aligned with the IRS Form W-8 procedures to ensure that holders who are entitled to the portfolio interest exemption can establish their entitlement through the normal intermediary chain (DTC, Thackeray Partners LLC, Ashgrove Enterprises). Holders who fail to certify bear the withholding risk as an Excluded Tax under Section 2.3(c).
4.3 Nigeria — Dunmore Nigeria E&P Ltd.
Nigerian Withholding Tax. Under the Companies Income Tax Act (Cap. C21, Laws of the Federation of Nigeria 2004, as amended) and the Petroleum Profits Tax Act (Cap. P13, Laws of the Federation of Nigeria 2004, as amended), Nigeria imposes a withholding tax of 10% on interest payments made by Nigerian companies to non-resident persons. This withholding tax applies to payments of interest, discounts, charges, fees, and commissions made to non-residents in respect of borrowings or other financial arrangements.
Application to Guarantee Payments. If Dunmore Nigeria E&P Ltd. is called upon to make a payment under its Guarantee of the Notes, such payment could be characterized as a payment of interest by a Nigerian company to non-resident holders and would be subject to 10% Nigerian withholding tax. This is the primary gross-up risk for the transaction from a Nigerian perspective. The semi-annual interest payment of $39,843,750 would generate a withholding of $3,984,375 if paid by Dunmore Nigeria E&P Ltd. under its Guarantee, and the grossed-up amount (including gross-up on the gross-up) would be approximately $4,427,083 (assuming a simple one-level gross-up at 10%).
Treaty Relief. Nigeria has a limited network of double taxation treaties, and there is no double taxation treaty between Nigeria and the Cayman Islands. The United States-Nigeria income tax treaty, signed in 1986 but not yet in force, would not eliminate Nigerian withholding on interest payments to U.S. holders even if it were to enter into force, as the draft treaty provides for a reduced rate (rather than complete elimination) of withholding on interest. Accordingly, treaty relief is not available to mitigate the Nigerian withholding risk on guarantee payments.
NNPC and Regulatory Considerations. The Calderon Group (NNPC Ltd.) holds back-in rights with respect to OML 47 and OML 63, which are Dunmore Nigeria E&P Ltd.'s principal assets. The NNPC's involvement does not directly affect the withholding tax analysis on interest payments, but it may affect the operational structure through which cash flows are remitted from Nigeria. Specifically, any regulatory approvals required for outbound payments from Nigeria (including Central Bank of Nigeria ("CBN") approvals for foreign exchange transactions) may interact with the timing and mechanics of guarantee payments. Coordination with Abayomi Chambers (Chidinma Okafor) on regulatory approvals for outbound payments is recommended.
Recommendation. The gross-up obligation for Nigerian withholding on guarantee payments by Dunmore Nigeria E&P Ltd. is critical and must be clearly and unambiguously drafted. The Additional Amounts covenant must explicitly cover payments made by Guarantors in their capacity as guarantors, including payments by Dunmore Nigeria E&P Ltd. We recommend that the Issuers model the cost of potential Nigerian withholding (10% × estimated guarantee payments) in their financial projections and include an appropriate reserve or contingency in the pro forma financial statements included in the Offering Memorandum. Additionally, consideration should be given to whether the Dunmore operating structure can be arranged to minimize the likelihood that guarantee payments flow through the Nigerian entity. For example, if the intercompany loan structure is designed so that Dunmore Nigeria E&P Ltd.'s guarantee obligations are satisfied through upstream dividend or management fee payments to DEH (rather than direct guarantee payments to the Trustee), the withholding exposure may be reduced. This structural question should be coordinated with Deepa Rajaram (CFO) and with Abayomi Chambers.
4.4 Senegal — Dunmore Senegal S.A.
Senegalese Withholding Tax. Under the General Tax Code of Senegal (Code Général des Impôts), Senegal imposes a withholding tax of 20% on interest payments made by Senegalese companies to non-resident persons. This rate applies to payments of interest, arrears, commissions, and similar charges on borrowings, deposits, and current accounts.
Application to Guarantee Payments. If Dunmore Senegal S.A. is called upon to make a payment under its Guarantee, such payment would likely be subject to 20% Senegalese withholding tax. The semi-annual interest payment of $39,843,750, if paid by Dunmore Senegal S.A. under its Guarantee, would generate a withholding of $7,968,750, with a grossed-up amount of approximately $9,960,938 (assuming a one-level gross-up at 20%). This is the highest-rate withholding exposure in the transaction and represents a material cost that must be factored into the Issuers' financial planning.
PSC Tax Stabilization. The Production Sharing Contract ("PSC") for the Cayar Offshore Block, held by Dunmore Senegal S.A., may contain stabilization or tax-exemption provisions that could reduce or eliminate Senegalese withholding tax on certain categories of payments. Many PSCs in West Africa include stabilization clauses that fix the tax regime applicable to the contractor for the term of the contract, insulating the contractor from adverse legislative changes. If the Cayar PSC contains such a provision and if it covers withholding tax on outbound payments by Dunmore Senegal S.A. (including guarantee payments), the withholding exposure may be reduced or eliminated. Review of the PSC by Theron Moss & Associates SARL (Moustapha Sy) is required to confirm the scope and applicability of any stabilization clause.
Cayar Phase II Development. The Cayar Phase II development, with estimated capital expenditure of $250,000,000, is being funded in part from the proceeds of the Notes offering. The financial flows between DEH and Dunmore Senegal S.A. in connection with this funding — likely structured as intercompany loans or equity contributions — may create additional withholding tax exposure on intercompany interest payments. The structuring of these intercompany flows is outside the scope of this memorandum but should be coordinated with C&H's corporate and tax teams.
Recommendation. The gross-up must cover Senegalese withholding on guarantee payments by Dunmore Senegal S.A. Confirmation of the PSC tax stabilization clause coverage from Theron Moss & Associates SARL is an urgent open item and should be prioritized in advance of the pricing date.
4.5 England & Wales — Dunmore Trading Ltd.
UK Withholding Tax on Interest. Under the Income Tax Act 2007 (Sections 874–888), the United Kingdom imposes a withholding tax of 20% on payments of "yearly interest" by UK-resident companies to non-UK-resident persons. The withholding obligation falls on the person making the payment, and the payer is required to withhold and remit the tax to Her Majesty's Revenue and Customs ("HMRC").
Quoted Eurobond Exemption. The principal exemption from UK withholding on interest is the "quoted Eurobond exemption" under Section 882 of the Income Tax Act 2007. Under this exemption, interest on a "quoted Eurobond" — defined as a security that is listed on a recognized stock exchange — is paid without deduction of tax. However, the Notes are not listed on a recognized stock exchange; they are being offered and sold in a private placement pursuant to Rule 144A and Regulation S, and there are no current plans to list the Notes on any stock exchange (whether the London Stock Exchange, the Irish Stock Exchange (Euronext Dublin), the Luxembourg Stock Exchange, or otherwise). Accordingly, the quoted Eurobond exemption is likely unavailable for the Notes, and payments of interest by Dunmore Trading Ltd. under its Guarantee would be subject to 20% UK withholding tax.
Treaty Relief. There is no double taxation treaty between the United Kingdom and the Cayman Islands. Although the United Kingdom has an extensive treaty network, including treaties with the United States and with many European and Commonwealth nations, holders of the Notes who are resident in treaty partner jurisdictions would need to apply for treaty relief on a case-by-case basis through HMRC's treaty relief procedures (HMRC Form DTTP2). This process is impractical for a widely held high-yield offering and would not provide a reliable or timely mechanism for eliminating withholding on guarantee payments by Dunmore Trading Ltd.
Application to Guarantee Payments. If Dunmore Trading Ltd. is called upon to make a payment under its Guarantee, such payment would likely be characterized as "yearly interest" subject to 20% UK withholding. The withholding exposure is the same as for Senegalese guarantee payments: $7,968,750 per semi-annual interest period, with a grossed-up amount of approximately $9,960,938.
Recommendation. The gross-up must capture UK withholding on guarantee payments by Dunmore Trading Ltd. Given the unavailability of the quoted Eurobond exemption and the absence of a UK-Cayman treaty, the Issuers should consider whether Dunmore Trading Ltd.'s g

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