DEBENTURE
(the "Debenture")
Dated as of May 15, 2025
Granted by
DUNMORE TRADING LTD.
a private limited company incorporated under the laws of England and Wales
(the "Chargor")
in favor of
NORTHGATE TRUST COMPANY, N.A.
a national banking association organized under the laws of the United States, acting in its capacity as Collateral Agent
(the "Collateral Agent" or "Security Agent")
Executed in connection with the issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer"), pursuant to the Indenture dated as of May 15, 2025 among the Issuer, the Co-Issuer, the Guarantors, and Northgate Trust Company, N.A. as Trustee and Collateral Agent
Governed by the Laws of England and Wales
Prepared in coordination with Cresswell & Greaves LLP 10 Fenchurch Avenue London EC3M 5BN Lead Partner: Fiona Halsted
Issuer's Counsel: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
PARTIES
1. THE CHARGOR
Dunmore Trading Ltd., a private limited company incorporated and registered under the laws of England and Wales, with registered office at 45 Moorgate, London EC2R 6EL, United Kingdom, and registered at Companies House under company number 14823691 (the "Chargor").
The Chargor serves as the offtake and trading arm of the Dunmore Energy Holdings Ltd. group of companies, and is a wholly-owned subsidiary of Dunmore Energy Holdings Ltd. The Chargor is primarily engaged in the marketing, sale, and trading of hydrocarbons produced by the upstream operations of the Dunmore group.
2. THE COLLATERAL AGENT / SECURITY AGENT
Northgate Trust Company, N.A., a national banking association organized and existing under the laws of the United States, with its Corporate Trust Office located at 100 Wall Street, Suite 1600, New York, NY 10005 (EIN: 13-6520098) (the "Collateral Agent" or "Security Agent"), acting by its authorized officer, William Kerrigan, Vice President — Corporate Trust.
The Collateral Agent acts in a dual capacity as (a) Trustee under the Indenture (as defined below) and (b) Collateral Agent under the Security Documents (as defined below), and holds the security created by this Debenture on behalf of itself (in its capacity as Trustee) and the holders of the Notes from time to time (together with the Collateral Agent, the "Secured Parties").
RECITALS
(A) The Indenture and the Notes. Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), with its registered office c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, and its principal executive offices at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002 (the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation (EIN 93-4728106) with registered agent Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005 (the "Co-Issuer"), have entered into an Indenture dated as of May 15, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Indenture") with Northgate Trust Company, N.A. as Trustee and Collateral Agent.
Pursuant to the Indenture, the Issuer and the Co-Issuer have issued $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032, maturing on May 1, 2032. The Notes bear interest at the rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2025. The Notes were issued at an offering price of 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000. The Notes have been assigned the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24. The Notes were placed pursuant to Rule 144A under the Securities Act of 1933, as amended, to qualified institutional buyers, and pursuant to Regulation S thereunder to non-U.S. persons.
(B) The Guarantee. The Chargor is a Guarantor under the Indenture and has unconditionally guaranteed the due and punctual payment and performance of all obligations of the Issuer and the Co-Issuer under the Indenture and the Notes, on the terms and subject to the conditions set forth in the Indenture (the "Guarantee").
(C) The Security Documents and Collateral Agreement Structure. The Indenture requires each Guarantor to grant security over its assets in favor of the Collateral Agent for the benefit of the Secured Parties, as security for the due and punctual payment and performance of all Secured Obligations (as defined below). This Debenture is one of several Security Documents entered into in connection with the issuance of the Notes, including:
(i) the Collateral Agreement (U.S.) — Pledge and Security Agreement (governed by the laws of the State of New York) among the Issuers, the U.S. Guarantors (being Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.), and the Collateral Agent;
(ii) the Collateral Agreement (Nigeria) — Debenture and charge over the assets of Dunmore Nigeria E&P Ltd. (governed by the laws of the Federal Republic of Nigeria);
(iii) the Collateral Agreement (Senegal) — Nantissement and cession fiduciaire over the assets of Dunmore Senegal S.A. (governed by the laws of the Republic of Senegal and the Organization for the Harmonization of Business Law in Africa (OHADA) Uniform Acts); and
(iv) this Debenture (governed by the laws of England and Wales).
(D) The Intercreditor Agreement. This Debenture is subject to the Intercreditor Agreement dated as of May 15, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement") among Northgate Trust Company, N.A. (acting in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (acting in its capacity as agent under the existing $750,000,000 asset-based lending revolving credit facility, of which approximately $470,000,000 is currently drawn) (the "ABL Agent"), the Issuers, and the Guarantors. The Intercreditor Agreement delineates the relative priority of the security interests held by the ABL Agent and the Notes Collateral Agent, designating certain categories of collateral as "ABL Priority Collateral" (being principally accounts receivable, inventory, and deposit accounts) and other categories as "Notes Priority Collateral" (being principally property, plant and equipment, equity interests, intellectual property, and material contracts). To the extent that any of the Chargor's assets constitute ABL Priority Collateral, the security created by this Debenture is subject to the priorities, standstill provisions, turnover obligations, and other terms established in the Intercreditor Agreement.
(E) The Chargor. Dunmore Trading Ltd. is the offtake and trading arm of the Dunmore group, engaged in the marketing, sale, and trading of hydrocarbons produced by the Dunmore group's upstream operations in Nigeria, Senegal, and the Gulf of Mexico. The Chargor has agreed to enter into this Debenture to secure the Secured Obligations.
(F) Purpose. The Chargor has agreed to create security over all of its assets, undertaking, and property in favor of the Collateral Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations.
NOW THIS DEED WITNESSES as follows:
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1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Debenture, unless the context otherwise requires, the following terms shall have the meanings set out below:
"ABL Agent" means Velthorn National Bank, N.A., acting in its capacity as administrative agent under the ABL Facility, with its principal office at 1111 Fannin Street, Suite 2500, Houston, TX 77002, Attention: Robert Cavanaugh, Relationship Manager, and its counsel being Pruitt Halsey LLP, 600 Travis Street, Suite 4000, Houston, TX 77002, or any successor or replacement agent appointed in accordance with the terms of the ABL Facility and the Intercreditor Agreement.
"ABL Facility" means the asset-based lending revolving credit facility in the aggregate commitment amount of $750,000,000 (of which approximately $470,000,000 is drawn as of the date of this Debenture), provided by a syndicate of lenders under the credit agreement among the Issuer, certain of its subsidiaries as borrowers and guarantors, the ABL Agent, and the lenders party thereto, as such credit agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"ABL Priority Collateral" means accounts receivable, inventory, and deposit accounts (in each case, as more fully defined and described in the Intercreditor Agreement), and any proceeds thereof, over which the ABL Agent holds a first-priority lien pursuant to the terms of the Intercreditor Agreement.
"Charged Property" means all property, assets, rights, and undertaking of the Chargor from time to time subject to the security created by or pursuant to this Debenture, as described more fully in Clause 3 and Schedule 1, and includes any part thereof.
"Collateral Agent" or "Security Agent" means Northgate Trust Company, N.A., acting in its capacity as collateral agent and security agent under this Debenture and the other Security Documents, and any successor collateral agent or security agent appointed in accordance with the Indenture.
"Companies Act" means the Companies Act 2006 of the United Kingdom, as amended from time to time.
"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement, title retention, preferential right, or other security interest of any kind, howsoever created or arising, and any agreement to create any of the foregoing.
"Enforcement Event" means an Event of Default under the Indenture that has occurred and is continuing.
"Event of Default" has the meaning given to such term in the Indenture.
"Guarantee" means the guarantee granted by the Chargor under the Indenture in respect of the obligations of the Issuer and the Co-Issuer under the Indenture and the Notes.
"Indenture" means the Indenture dated as of May 15, 2025 among the Issuer, the Co-Issuer, the Guarantors (including the Chargor), and Northgate Trust Company, N.A. as Trustee and Collateral Agent, as amended, supplemented, restated, or otherwise modified from time to time.
"Initial Purchasers" means, collectively, (a) Ridgeline Capital Markets LLC, acting as Lead Left Bookrunner (with an allocation of $467,500,000 aggregate principal amount of the Notes), (b) Clarion Securities Inc., acting as Joint Bookrunner (with an allocation of $255,000,000 aggregate principal amount of the Notes), and (c) Pinnacle Partners LLC, acting as Co-Manager (with an allocation of $127,500,000 aggregate principal amount of the Notes).
"Insolvency Act" means the Insolvency Act 1986 of the United Kingdom, as amended from time to time.
"Intercreditor Agreement" means the Intercreditor Agreement dated as of May 15, 2025 among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, as amended, supplemented, restated, or otherwise modified from time to time.
"LPA" means the Law of Property Act 1925 of the United Kingdom, as amended from time to time.
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032, issued by the Issuer and the Co-Issuer pursuant to the Indenture.
"Notes Priority Collateral" means property, plant and equipment, equity interests, intellectual property, and material contracts (in each case, as more fully defined and described in the Intercreditor Agreement), and any proceeds thereof, over which the Notes Collateral Agent holds a first-priority lien pursuant to the terms of the Intercreditor Agreement.
"Permitted Liens" has the meaning given to such term in the Indenture, and includes, without limitation, liens arising in the ordinary course of business, liens for taxes not yet due or being contested in good faith, liens securing Permitted Indebtedness (as defined in the Indenture), and such other liens as are specifically identified in the Indenture as being permitted.
"Receiver" means a receiver, manager, or administrative receiver (or any combination thereof) appointed pursuant to Clause 12 of this Debenture.
"Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly or severally, and whether owed as principal, surety, or in any other capacity) of the Issuer, the Co-Issuer, and the Guarantors (including the Chargor) under or in connection with the Notes, the Indenture, this Debenture, the Guarantee, and all other Security Documents, including, without limitation, all obligations in respect of:
(a) all principal amounts outstanding under the Notes ($850,000,000 in aggregate principal amount);
(b) all interest accruing thereon (at the rate of 9.375% per annum, payable semi-annually in arrears in the amount of approximately $39,843,750 per semi-annual interest period);
(c) all premium, if any, including without limitation: (i) optional redemption premiums, being 104.688% of par from May 1, 2028, 102.344% of par from May 1, 2029, 101.172% of par from May 1, 2030, and 100% of par from May 1, 2031; (ii) make-whole amounts calculated at the applicable Treasury Rate plus 50 basis points for optional redemptions occurring prior to May 1, 2028; and (iii) the change of control repurchase price of 101% of par;
(d) all fees, costs, charges, expenses, and liabilities payable by the Issuer, the Co-Issuer, or any Guarantor under or in connection with the Indenture, the Notes, this Debenture, or any other Security Document; and
(e) all indemnity obligations and all other amounts of whatever nature payable under or in connection with any of the foregoing.
"Secured Parties" means the Collateral Agent (acting in its capacities as Trustee and Collateral Agent under the Indenture) and the holders of the Notes from time to time.
"Security Documents" means this Debenture and each of the other security documents referred to in the Indenture and the Intercreditor Agreement, including the Collateral Agreement (U.S.), the Collateral Agreement (Nigeria), the Collateral Agreement (Senegal), and any other document or instrument creating or evidencing security for the Secured Obligations.
1.2 Interpretation. In this Debenture, unless the context otherwise requires:
(a) references to any statute or statutory provision shall be construed as references to such statute or provision as it may have been, or may from time to time be, amended, modified, re-enacted, or replaced, and shall include any subordinate legislation made under the relevant statute or statutory provision, including, without limitation, references to the Companies Act 2006, the Insolvency Act 1986, the Law of Property Act 1925, and the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003/3226);
(b) references to clauses and schedules are to clauses of, and schedules to, this Debenture, and references to sub-clauses and paragraphs are to sub-clauses and paragraphs of the clause or schedule in which the reference appears;
(c) clause headings and schedule headings are inserted for convenience of reference only and shall not affect the interpretation or construction of this Debenture;
(d) words importing the singular shall include the plural and vice versa, and words importing a gender shall include every gender;
(e) references to a "person" include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state, or any joint venture, association, partnership, works council, or employee representative body (whether or not having separate legal personality);
(f) references to "writing" or "written" include any method of reproducing words or text in a legible and non-transitory form, and shall include electronic communications (including email) to the extent permitted by applicable law;
(g) where any English law concept or expression is used in this Debenture, it shall, as regards any jurisdiction other than England and Wales, be construed as including the nearest equivalent or analogous concept or expression in the law of that jurisdiction;
(h) where the context permits, references to "assets" include present and future properties, revenues, and rights of every description;
(i) a reference to any agreement or document (including this Debenture) is a reference to that agreement or document as amended, novated, supplemented, extended, or restated from time to time; and
(j) in the event of any conflict or inconsistency between the terms of this Debenture and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail, and the parties hereto shall take all necessary steps to resolve such conflict or inconsistency in a manner consistent with the Intercreditor Agreement.
1.3 Currency. All references in this Debenture to "$" or "dollars" are to United States dollars, the lawful currency of the United States of America. All references to "£" or "sterling" are to pounds sterling, the lawful currency of the United Kingdom of Great Britain and Northern Ireland.
1.4 Third Party Rights
No person who is not a party to this Debenture shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. For the avoidance of doubt, only the Collateral Agent (acting for the benefit of the Secured Parties) shall be entitled to enforce the terms of this Debenture. This Clause 1.4 does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.
2. COVENANT TO PAY / SECURED OBLIGATIONS
2.1 Covenant to Pay
The Chargor hereby covenants with the Collateral Agent that it shall, on demand made by the Collateral Agent, pay and discharge all Secured Obligations when due in accordance with the terms of the Indenture, the Notes, this Debenture, and the other Security Documents and transaction documents. For the avoidance of doubt, the Secured Obligations include, without limitation:
(a) all principal amounts outstanding under the Notes, in the aggregate amount of $850,000,000;
(b) all interest accruing on the Notes at the rate of 9.375% per annum, payable semi-annually in arrears on each May 1 and November 1, commencing on November 1, 2025, in the approximate amount of $39,843,750 per semi-annual interest period;
(c) all premium, if any, payable upon optional or mandatory redemption of the Notes, including:
(i) optional redemption premiums of 104.688% of par for redemptions on or after May 1, 2028 and prior to May 1, 2029; 102.344% of par for redemptions on or after May 1, 2029 and prior to May 1, 2030; 101.172% of par for redemptions on or after May 1, 2030 and prior to May 1, 2031; and 100% of par for redemptions on or after May 1, 2031;
(ii) make-whole amounts calculated at the applicable Treasury Rate plus 50 basis points for optional redemptions occurring prior to May 1, 2028; and
(iii) change of control repurchase amounts at 101% of par, plus accrued and unpaid interest;
(d) all costs, expenses, fees, charges, and liabilities of whatever nature payable by the Issuer, the Co-Issuer, or any Guarantor under the Indenture, the Notes, this Debenture, or any other Security Document; and
(e) all indemnity obligations and all other amounts of whatever nature payable under or in connection with the foregoing.
2.2 Continuing Security
This Debenture is a continuing security for the Secured Obligations and shall remain in full force and effect until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full in accordance with their terms. No intermediate payment, settlement of account, or partial discharge of any Secured Obligation shall affect the continuing nature of this security.
2.3 Independent Obligations
The obligations of the Chargor under this Debenture are independent of and in addition to the Chargor's obligations as Guarantor under the Indenture. The security created by this Debenture shall not be affected or impaired by the existence or non-existence of the Guarantee, and the Guarantee shall not be affected or impaired by the existence or non-existence of this Debenture. The Collateral Agent may enforce this Debenture and the Guarantee independently and in such order and manner as it sees fit.
3. GRANT OF SECURITY
3.1 Fixed Charge
The Chargor, as beneficial owner, hereby charges in favor of the Collateral Agent (acting for and on behalf of the Secured Parties), by way of first fixed charge, all of its right, title, and interest (whether present or future, actual or contingent) in and to the following property, assets, and rights:
3.1.1 Real Property. All freehold and leasehold property now or at any time hereafter owned or held by the Chargor, including all buildings, structures, fixtures, fittings, improvements, and appurtenances thereto, together with all rights, easements, and benefits pertaining thereto. Details of any such real property owned by the Chargor as at the date of this Debenture are set forth in Part 1 of Schedule 1.
3.1.2 Plant and Machinery. All plant, machinery, equipment, vehicles, tools, and other tangible assets (other than inventory held for sale in the ordinary course of business) now or at any time hereafter owned by the Chargor, wherever situated, including all replacements, substitutions, additions, and accessions thereto.
3.1.3 intellectual Property. All patents, patent applications, utility models, trademarks, service marks, trade names, brand names, logos, copyrights, design rights (whether registered or unregistered), domain names, know-how, trade secrets, confidential information, database rights, and all other intellectual property rights of whatever nature now or at any time hereafter owned by or licensed to the Chargor, together with all rights to sue for past, present, or future infringement thereof, and all proceeds and revenues derived therefrom. Details of material intellectual property rights owned by the Chargor as at the date of this Debenture are set forth in Part 4 of Schedule 1.
3.1.4 Book Debts and Receivables. All book debts and other receivables, both present and future, owing to the Chargor, including all debts arising from the sale of goods, the provision of services, or otherwise in the course of the Chargor's business, together with all related rights, claims, and remedies. The Chargor acknowledges that to the extent any such book debts or receivables constitute ABL Priority Collateral under the Intercreditor Agreement, the ABL Agent's lien thereon has priority over the lien created by this Debenture, and enforcement with respect to such book debts and receivables shall be subject to and governed by the terms of the Intercreditor Agreement.
3.1.5 Shares and Securities. All shares, stocks, debentures, bonds, notes, warrants, options, and other securities or financial instruments now or at any time hereafter owned or held by the Chargor, including, without limitation, shares in any subsidiary of the Chargor, together with all dividends, distributions, interest, and other payments and rights attaching thereto or arising therefrom. Details of shares and securities owned by the Chargor as at the date of this Debenture are set forth in Part 3 of Schedule 1.
3.1.6 Bank Accounts. All bank accounts and deposit accounts now or at any time hereafter maintained by or on behalf of the Chargor, and all credit balances, monies, and funds standing to the credit of any such accounts, together with all interest accruing thereon. The Chargor acknowledges that to the extent any such deposit accounts constitute ABL Priority Collateral under the Intercreditor Agreement, the ABL Agent's lien thereon has priority over the lien created by this Debenture. A list of bank accounts maintained by the Chargor as at the date of this Debenture, together with a notation as to whether each such account constitutes ABL Priority Collateral or Notes Priority Collateral, is set forth in Part 5 of Schedule 1.
3.1.7 Material Contracts. All rights, title, and interest of the Chargor in and under all material contracts to which the Chargor is or may at any time become a party, including, without limitation, all hydrocarbon offtake agreements, commodity trading agreements, framework supply agreements, tolling agreements, production sharing contracts, joint operating agreements, and any other commercial contracts material to the business of the Chargor, together with all rights to receive payment thereunder, all claims and remedies arising therefrom, and all rights to damages, compensation, or other relief in respect of any breach thereof. Details of material contracts as at the date of this Debenture are set forth in Part 2 of Schedule 1. The Chargor acknowledges that such material contracts constitute Notes Priority Collateral under the Intercreditor Agreement.
3.1.8 Insurance Proceeds. All rights, title, and interest of the Chargor in and under all insurance policies now or at any time hereafter maintained by or for the benefit of the Chargor in respect of the Charged Property, including all rights to receive insurance proceeds, claims, refunds, and other benefits arising under or in connection with such insurance policies. Details of insurance policies maintained as at the date of this Debenture are set forth in Part 7 of Schedule 1. The assignment of insurance proceeds shall be effected in accordance with the requirements of the Indenture and as further provided in Clause 9.
3.1.9 Intercompany Receivables. All intercompany loans, receivables, advances, and other amounts of whatever nature now or at any time hereafter owing to the Chargor from any member of the Dunmore group of companies, together with all interest accruing thereon, all security held in respect thereof, and all rights and remedies relating thereto. A schedule of intercompany receivables as at the date of this Debenture is set forth in Part 6 of Schedule 1.
3.1.10 Goodwill. The goodwill of the Chargor's business, and any uncalled capital (if any) of the Chargor.
3.2 Floating Charge
The Chargor hereby charges in favor of the Collateral Agent (acting for and on behalf of the Secured Parties), by way of first floating charge, all of the Chargor's assets, property, rights, and undertaking, both present and future, of whatsoever nature and wheresoever situated, which are not effectively charged by way of fixed charge under Clause 3.1 above, or to the extent that any charge expressed to be a fixed charge under Clause 3.1 above shall be adjudged by a court of competent jurisdiction or otherwise determined not to take effect as a fixed charge.
The floating charge created by this Clause 3.2 extends to, without limitation, all stock-in-trade, raw materials, work-in-progress, finished goods, inventory, and all other circulating assets of the Chargor. The Chargor acknowledges that to the extent any inventory or other assets subject to the floating charge constitute ABL Priority Collateral under the Intercreditor Agreement, the ABL Agent's lien thereon has priority over the lien created by this Debenture, and enforcement with respect to such assets shall be subject to and governed by the terms of the Intercreditor Agreement.
3.3 Assignment by Way of Security
The Chargor hereby assigns to the Collateral Agent (acting for and on behalf of the Secured Parties), by way of security, all of the Chargor's right, title, and interest in and to:
(a) all insurance policies relating to the Charged Property, including all rights to receive insurance proceeds and claims thereunder (as further described in Clause 9 and Schedule 2);
(b) all material contracts to which the Chargor is a party, to the extent that such contracts are not effectively charged by way of fixed charge under Clause 3.1.7 above, including all rights to receive payment thereunder and all claims and remedies arising therefrom; and
(c) all guarantees, indemnities, warranties, representations, and undertakings given to or in favor of the Chargor by any person in connection with any of the Charged Property or the Chargor's business.
The Chargor shall give notice of such assignment to the relevant counterparties, insurers, and other obligors in the forms set out in Schedules 2, 3, and 4, as applicable, promptly following the date of this Debenture and in any event within 14 Business Days thereof.
3.4 No Obligation to Advance
Nothing in this Debenture shall be construed as imposing on the Collateral Agent or any Secured Party any obligation to make any advance, extend any credit, or provide any accommodation to the Chargor. The obligations of the Chargor under this Debenture are not conditional upon the making of any advance or the provision of any accommodation.
3.5 Permitted Liens
The security created by this Debenture is subject to Permitted Liens as defined in the Indenture. For the avoidance of doubt, the existence of any Permitted Lien shall not be deemed to constitute a breach of any representation, warranty, or covenant contained in this Debenture.
4. REPRESENTATIONS AND WARRANTIES
The Chargor makes the following representations and warranties to the Collateral Agent on the date of this Debenture and on each date on which such representations and warranties are deemed to be repeated in accordance with Clause 17:
4.1 Corporate Status
The Chargor is a private limited company duly incorporated and validly existing under the laws of England and Wales. The Chargor has full corporate power and authority to own its assets, carry on its business, and to enter into and perform its obligations under this Debenture.
4.2 Authorization. The execution, delivery, and performance by the Chargor of this Debenture have been duly authorized by all necessary corporate action on the part of the Chargor, including the passing of all requisite board resolutions (as reflected in the consolidated Guarantor Resolutions delivered to the Collateral Agent on or prior to the date hereof). No further action, approval, consent, or authorization of any person, governmental authority, or regulatory body is required for the execution, delivery, and performance of this Debenture or the creation of the security intended to be created hereby.
4.3 Binding Obligations
This Debenture constitutes the legal, valid, binding, and enforceable obligations of the Chargor under the laws of England and Wales, enforceable against the Chargor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
4.4 No Conflict
The execution, delivery, and performance by the Chargor of this Debenture and the creation of the security contemplated hereby does not and will not:
(a) conflict with or result in a breach of the Chargor's articles of association or memorandum of association (or equivalent constitutional documents);
(b) conflict with or result in a breach of any applicable law, regulation, rule, or official directive;
(c) conflict with or result in a breach of any order, judgment, injunction, or decree of any court or governmental authority binding on the Chargor or any of its assets; or
(d) conflict with, result in a breach of, or constitute a default under, any material agreement, contract, indenture, mortgage, deed of trust, or other instrument to which the Chargor is a party or by which it or any of its assets is bound.
4.5 Ownership and Title
The Chargor is the sole legal and beneficial owner of all Charged Property (or will be at the time the relevant property is acquired by the Chargor). The Charged Property is and will at all relevant times be free from all Encumbrances other than Permitted Liens and the security created by this Debenture and the Intercreditor Agreement.
4.6 No Prior Security
Save for Permitted Liens and security interests arising under the Intercreditor Agreement, no person other than the Collateral Agent has any security interest, lien, charge, mortgage, pledge, hypothecation, or other Encumbrance over any of the Charged Property. The Chargor has not entered into any agreement or arrangement to create any such Encumbrance, and no person has asserted or made any claim to any such Encumbrance.
4.7 Solvency. The Chargor is not unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. The Chargor has not suspended or threatened to suspend payment of its debts, and no moratorium has been declared in respect of any of the Chargor's indebtedness. No order has been made, petition presented, or resolution passed for the winding up, dissolution, or administration of the Chargor.
4.8 Sanctions and Anti-Corruption
(a) Neither the Chargor nor any of its directors, officers, employees, or agents is a person designated on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the Sectoral Sanctions Identifications List (the "SSI List") maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by the European Union, or the Consolidated List of Financial Sanctions Targets maintained by the UK Office of Financial Sanctions Implementation ("OFSI"), or is otherwise the subject of or target of sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant sanctions authority.
(b) The Chargor has not used, and shall not use, any proceeds of the Notes or any other funds in any manner that would result in a violation of any sanctions administered or enforced by OFAC, the European Union, His Majesty's Treasury, or any other applicable sanctions authority, or in violation of the UK Sanctions and Anti-Money Laundering Act 2018 or any regulations promulgated thereunder.
(c) The Chargor has not engaged, and shall not engage, in any activity or conduct that would constitute a violation of any applicable anti-corruption laws, including, without limitation, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977, as amended.
(d) The foregoing representations are consistent with and supported by the OFAC screening and compliance review completed by Sandoval Compliance Solutions LLC (compliance officer: Rosa Medina) on April 25, 2025, which returned no positive matches or hits in respect of the Chargor or its directors, officers, and key personnel.
4.9 No Litigation
No litigation, arbitration, administrative proceeding, or governmental investigation is pending or, to the Chargor's knowledge, threatened against or involving the Chargor, the outcome of which would reasonably be expected to have a material adverse effect on the Chargor's ability to perform its obligations under this Debenture or the Guarantee, or on the validity, enforceability, or priority of the security created by this Debenture.
4.10 Accuracy of Information
All information provided by the Chargor to the Collateral Agent or its advisers in connection with the negotiation, preparation, and execution of this Debenture (including the information set forth in the Schedules hereto) is true, complete, and accurate in all material respects as of the date such information was provided or as of the date to which it relates, and no material information has been omitted that would make any such information misleading.
5. COVENANTS AND UNDERTAKINGS
The Chargor hereby covenants and undertakes with the Collateral Agent as follows:
5.1 Positive Covenants
The Chargor shall, so long as any of the Secured Obligations remain outstanding:
5.1.1 Maintenance of Corporate Existence. Maintain its existence and good standing as a private limited company duly incorporated under the laws of England and Wales, and maintain all registrations, filings, and other formalities necessary for the continuation of its corporate existence and the validity and enforceability of this Debenture.
5.1.2 Compliance with Laws. Comply in all material respects with all applicable laws, regulations, orders, directives, and official guidance, including, without limitation, the Companies Act 2006, all applicable UK sanctions laws and regulations, the UK Bribery Act 2010, all applicable requirements of OFAC, and all applicable anti-money laundering laws and regulations.
5.1.3 Maintenance of Property. Keep and maintain all Charged Property in good condition and repair (ordinary wear and tear excepted), and not permit any Charged Property to be wasted, destroyed, or materially diminished in value (other than through ordinary depreciation or consumption in the ordinary course of business).
5.1.4 Insurance. Maintain insurance over all insurable Charged Property with reputable insurers of recognized financial standing, in such amounts and against such risks as are consistent with prudent business practice for companies of a similar size and engaged in similar activities. The Chargor shall note the interest of the Collateral Agent on all such insurance policies and shall, upon request, provide the Collateral Agent with copies of all insurance policies and evidence of payment of premiums.
5.1.5 Payment of Taxes. Promptly pay and discharge all taxes, rates, duties, assessments, and other governmental charges and impositions as they become due and payable, except to the extent that such taxes are being contested in good faith by appropriate proceedings and adequate reserves have been established therefor in accordance with generally accepted accounting principles.
5.1.6 Books and Records. Maintain proper, complete, and accurate books of account and records in respect of all Charged Property and the Chargor's business, in accordance with applicable law and generally accepted accounting principles.
5.1.7 Information. Provide the Collateral Agent with such information regarding the Charged Property, the Chargor's business, financial condition, and operations as the Collateral Agent may from time to time reasonably request, and permit the Collateral Agent (or persons authorized by the Collateral Agent) to inspect the Charged Property and the Chargor's books and records upon reasonable notice.
5.1.8 Further Assurance. Execute and deliver all further deeds, documents, instruments, transfers, and assignments, and take all further action (including making all filings and registrations), as the Collateral Agent may from time to time reasonably require to:
(a) perfect, protect, or maintain the security created by this Debenture;
(b) facilitate the exercise of any right, power, or remedy of the Collateral Agent under this Debenture;
(c) vest in the Collateral Agent (or its nominee) the legal title to any Charged Property; and
(d) comply with any applicable registration or filing requirements, including without limitation the registration of the charges created by this Debenture at Companies House pursuant to Part 25 of the Companies Act 2006.
5.1.9 Companies House Filings. Ensure that the particulars of the charges created by this Debenture are delivered to the Registrar of Companies for registration within 21 days of the date of creation of such charges, in accordance with Section 859A of the Companies Act 2006, and promptly provide the Collateral Agent with a copy of the certificate of registration issued by the Registrar.
5.1.10 OFAC and Sanctions Compliance.
(a) Not use any Charged Property, or any proceeds derived from the Charged Property, in any manner that would result in a violation of any sanctions administered or enforced by OFAC, the European Union, His Majesty's Treasury, or any other applicable sanctions authority, or in violation of any applicable anti-money laundering laws.
(b) Cooperate fully with the ongoing quarterly sanctions screening and monitoring protocols established pursuant to the Post-Closing Sanctions Monitoring Protocol, as administered by Sandoval Compliance Solutions LLC or such other compliance provider as may be designated by the Collateral Agent from time to time.
(c) Promptly notify the Collateral Agent in writing if the Chargor becomes aware of any circumstance that could reasonably be expected to result in a sanctions-related compliance issue affecting the Chargor, any of the Charged Property, or any transaction contemplated by this Debenture.
5.2 Negative Covenants
The Chargor shall not, so long as any of the Secured Obligations remain outstanding, without the prior written consent of the Collateral Agent:
5.2.1 Negative Pledge. Create, grant, permit, or suffer to subsist any Encumbrance over any of the Charged Property, other than Permitted Liens and security interests arising under or permitted by the Intercreditor Agreement.
5.2.2 Disposals. Sell, assign, transfer, lease, license, or otherwise dispose of any Charged Property (or any right, title, or interest therein), except as expressly permitted under the Indenture and the Intercreditor Agreement, including disposals in the ordinary course of the Chargor's trading business permitted under the terms governing the floating charge (Clause 7).
5.2.3 No Amendment of Constitutional Documents. Amend, vary, supplement, or replace its articles of association, memorandum of association, or other constitutional documents in any manner that is or could reasonably be expected to be materially prejudicial to the interests of the Collateral Agent or the Secured Parties, or that would impair the validity, enforceability, or priority of the security created by this Debenture.
5.2.4 No Change of Business. Make any material change to the general nature of its business as conducted at the date of this Debenture (being the offtake and trading of hydrocarbons produced by the Dunmore group's upstream operations).
5.2.5 No Merger or Consolidation. Merge with, consolidate into, or transfer all or substantially all of its assets to any other person, except as expressly permitted under the merger and consolidation covenant set forth in the Indenture.
5.2.6 Restrictions on Distributions. Declare or pay any dividend, or make any distribution or return of capital to its shareholder or shareholders (whether in cash, in kind, or otherwise), except as expressly permitted under the restricted payments covenant set forth in the Indenture.
6. CRYSTALLIZATION OF FLOATING CHARGE
6.1 Automatic Crystallization Events
The floating charge created under Clause 3.2 shall automatically crystallize (that is, shall automatically convert to and take effect as a fixed charge over all of the property and assets then subject to the floating charge) without the need for any notice or other action on the part of the Collateral Agent, immediately upon the occurrence of any of the following events:
(a) the occurrence of an Enforcement Event (being an Event of Default under the Indenture) that has occurred and is continuing;
(b) the Chargor ceasing, or threatening to cease, to carry on all or a material part of its business;
(c) the Chargor taking any step to enter into or commencing any insolvency proceeding, administration, liquidation, winding up, company voluntary arrangement, scheme of arrangement (other than a solvent scheme of arrangement for the purposes of a restructuring permitted under the Indenture), or any similar proceeding under any applicable law;
(d) any person taking any step to appoint an administrator, receiver, administrative receiver, trustee in bankruptcy, liquidator, or similar officer over the Chargor or all or any material part of its assets, or any such appointment being made;
(e) any Encumbrance over any of the Charged Property (other than a Permitted Lien) being enforced or becoming enforceable, or any person taking any step to enforce any such Encumbrance; or
(f) any analogous event to those described in paragraphs (b) through (e) above occurring under the laws of any jurisdiction.
6.2 Notice of Crystallization
Without prejudice to the automatic crystallization provisions set forth in Clause 6.1, the Collateral Agent may at any time after the occurrence of an Enforcement Event give notice in writing to the Chargor that the floating charge created under Clause 3.2 has crystallized or is to crystallize, and upon the giving of such notice the floating charge shall (to the extent not already crystallized) immediately take effect as a fixed charge over all of the property and assets then subject to the floating charge.
6.3 De-Crystallization. The Collateral Agent may, in its absolute discretion, by written notice to the Chargor, convert any charge that has crystallized pursuant to Clause 6.1 or 6.2 back to a floating charge. Any such de-crystallization shall not prejudice the right of the Collateral Agent to effect a further crystallization at any time thereafter in accordance with this Clause 6.
7. RESTRICTIONS ON DEALING WITH CHARGED PROPERTY
7.1 General Restriction
Until the floating charge created under Clause 3.2 crystallizes in accordance with Clause 6, the Chargor may deal with the property subject to the floating charge in the ordinary course of its trading business, subject at all times to compliance with the negative covenants set forth in Clause 5.2 and to the terms and conditions of the Indenture and the Intercreditor Agreement. For the avoidance of doubt, the Chargor may not deal with or dispose of any property that is subject to a fixed charge under Clause 3.1 without the prior written consent of the Collateral Agent, except as expressly permitted by the Indenture or the Intercreditor Agreement.
7.2 Collection of Debts
The Chargor may, in the ordinary course of its business, collect, recover, compromise, and give valid receipts for book debts, receivables, and other amounts owing to the Chargor, provided that no Enforcement Event has occurred and is continuing. Upon the occurrence of an Enforcement Event:
(a) the Chargor's authority to collect and deal with book debts and receivables shall automatically cease;
(b) the Chargor shall hold all collections and receipts on trust for the Collateral Agent;
(c) the Chargor shall promptly pay all such collections and receipts into such bank account or accounts as the Collateral Agent may designate for that purpose; and
(d) the Chargor shall not, without the prior written consent of the Collateral Agent, grant any discount, credit, or rebate, or agree to any set-off, counterclaim, or other reduction in respect of any book debt or receivable.
8. INTERCREDITOR PROVISIONS
8.1 Subordination to Intercreditor Agreement
This Debenture and the security created hereby are subject in all respects to the terms and conditions of the Intercreditor Agreement dated as of May 15, 2025 among Northgate Trust Company, N.A. (acting in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (acting in its capacity as ABL Agent), the Issuers, and the Guarantors. In the event of any conflict or inconsistency between any provision of this Debenture and any provision of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail, and the Collateral Agent, the Chargor, and any Receiver shall be bound by and shall act in accordance with the terms of the Intercreditor Agreement.