COLLATERAL AGREEMENT (SENEGAL)
NANTISSEMENT AND CESSION FIDUCIAIRE
Nantissement de fonds de commerce, nantissement de créances, nantissement de comptes de titres financiers, and cession fiduciaire de créances
by and between
DUNMORE SENEGAL S.A. a société anonyme organized under the laws of the Republic of Senegal (the "Grantor" or "Dunmore Senegal")
and
NORTHGATE TRUST COMPANY, N.A. a national banking association organized under the laws of the United States of America, acting as Collateral Agent (the "Collateral Agent" or the "Secured Party")
Dated as of May 15, 2025
In connection with the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Prepared in coordination with Theron Moss & Associates SARL, Senegalese counsel to the Issuer, Rue Moussé Diop 22, Plateau, Dakar, Senegal (Lead Partner: Moustapha Sy).
This Agreement is governed by the laws of the Republic of Senegal and the Uniform Act on Security Interests (Acte uniforme portant organisation des sûretés) of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA), as revised.
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EXPOSÉ PRÉALABLE (RECITALS)
WHEREAS:
A. The Indenture and the Notes. Reference is hereby made to that certain Indenture, dated as of May 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Indenture"), by and among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (the "Issuer"), Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Issuers"), the Guarantors named therein, and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, in its capacities as Trustee and Collateral Agent. Pursuant to the Indenture, the Issuers have issued $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes mature on May 1, 2032 and bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The Notes were placed pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes bear the following identifying numbers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24.
B. The Guarantee. Dunmore Senegal S.A. is a Guarantor subsidiary under the Indenture and has guaranteed, on a senior secured basis, the obligations of the Issuers under the Notes and the Indenture. Reference is made to the guarantee obligations of Dunmore Senegal set forth in Article XI of the Indenture (the "Guarantee"), pursuant to which Dunmore Senegal has unconditionally and irrevocably guaranteed, jointly and severally with the other Guarantors named therein, the full and punctual payment and performance of all obligations of the Issuers under the Notes and the Indenture.
C. The Grantor. Dunmore Senegal S.A. is a société anonyme duly organized and validly existing under the laws of the Republic of Senegal, with its registered office in Dakar, Senegal. Dunmore Senegal is the designated operator of the Cayar Offshore Block under a Production Sharing Contract (the "PSC") with the Republic of Senegal, acting through the Ministère de l'Énergie. Dunmore Senegal is a wholly-owned subsidiary of Dunmore Energy Holdings Ltd. As of December 31, 2024, proved reserves attributable to the Cayar Offshore Block were estimated at 64.1 million barrels of oil equivalent ("MMboe"), with a present value, discounted at 10%, of approximately $1,190,000,000 (the "PV-10"), as set forth in the independent reserves report prepared by Duval Howard & Partners (lead engineer: Dr. Evelyn Marchetti) dated as of December 31, 2024.
D. Purpose. The Grantor is entering into this Agreement and granting the security interests contemplated hereby in favor of the Collateral Agent, for the benefit of the holders of the Notes and the other Secured Parties, to secure the Secured Obligations (as defined below) arising under or in respect of the Indenture, the Notes, the Guarantee, and all related transaction documents. The security interests granted hereunder form part of the collateral package securing the Notes, alongside security interests granted under the U.S. Collateral Agreement, the Nigerian Collateral Agreement (Debenture and Charge), and the English Collateral Agreement (Debenture). The parties acknowledge and agree that the lien priorities as among the Collateral Agent and Velthorn National Bank, N.A., as administrative agent under the ABL revolving credit facility (the "ABL Agent"), are governed by that certain 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 (the "Intercreditor Agreement").
E. Use of Proceeds. The proceeds of the Notes are to be applied as follows: (i) approximately $450,000,000 for the partial repayment and redemption of the Issuers' existing 7.50% Senior Unsecured Notes due 2028; (ii) approximately $250,000,000 for Cayar Offshore Phase II development capital expenditures; (iii) approximately $114,750,000 for general corporate purposes; and (iv) approximately $22,500,000 for estimated offering fees and expenses. There is a direct nexus between the Grantor and the Notes: $250,000,000 of the net proceeds of the Notes are dedicated to the Cayar Phase II development program, which will be executed by Dunmore Senegal as operator of the Cayar Offshore Block.
F. Senegalese Law Framework. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of Senegal, including the OHADA Uniform Act Organizing Securities (Acte uniforme portant organisation des sûretés), as revised in 2010 (the "OHADA Uniform Act"). The security interests granted herein are structured in compliance with the applicable provisions of the OHADA Uniform Act governing the nantissement de fonds de commerce, the nantissement de créances, the nantissement de comptes de titres financiers, and the cession fiduciaire de créances.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 — DEFINITIONS AND INTERPRETATION (*DÉFINITIONS ET INTERPRÉTATION*)
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the following meanings:
"ABL Agent" means Velthorn National Bank, N.A., a national banking association organized under the laws of the United States, in its capacity as administrative agent under the $750,000,000 asset-based lending revolving credit facility (the "ABL Facility") among the Issuers, the Guarantors (as borrowers and guarantors), the lenders party thereto, and Velthorn National Bank, N.A. (as administrative agent). As of the date hereof, the ABL Facility bears interest at a rate of Term SOFR plus 275 basis points per annum, matures in June 2028, and has approximately $470,000,000 in outstanding borrowings drawn thereunder.
"ABL Facility" has the meaning set forth in the definition of "ABL Agent."
"ABL Priority Collateral" has the meaning assigned thereto in the Intercreditor Agreement and includes, without limitation, accounts receivable, inventory, and deposit accounts of the Issuers and the Guarantors, in each case as more fully described in the Intercreditor Agreement.
"Agreement" means this Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Cayar Offshore Block" means the offshore exploration and production block located off the coast of the Republic of Senegal, as more particularly described in Schedule 1 hereto, which is operated by Dunmore Senegal pursuant to the PSC.
"Cayar Phase II" means the Phase II development program for the Cayar Offshore Block, consisting of additional drilling, subsea infrastructure development, and related capital expenditure activities, to be funded in part from the proceeds of the Notes in an amount of approximately $250,000,000.
"Cession Fiduciaire" means the fiduciary assignment of receivables granted by the Grantor in favor of the Collateral Agent pursuant to Article 5 of this Agreement.
"CFA Franc" or "XOF" means the franc of the Communauté Financière Africaine, the lawful currency of the member states of the West African Economic and Monetary Union (UEMOA), including the Republic of Senegal.
"Collateral" means all assets, property, rights, and interests of the Grantor that are subject to the Nantissements and the Cession Fiduciaire, as described in Article 3 of this Agreement.
"Collateral Agent" means Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, having its principal office at 100 Wall Street, Suite 1600, New York, NY 10005 (Attention: William Kerrigan, Vice President — Corporate Trust), in its capacity as Collateral Agent under the Indenture and this Agreement, together with its successors and assigns in such capacity.
"Co-Issuer" means Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware, having employer identification number (EIN) 93-4728106.
"Event of Default" has the meaning assigned thereto in Article 9 of this Agreement.
"Grantor" means Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal.
"Guarantee" means the guarantee of Dunmore Senegal under Article XI of the Indenture, pursuant to which Dunmore Senegal has unconditionally and irrevocably guaranteed the Secured Obligations.
"Hydrocarbon Offtake Contracts" means all material contracts for the sale, marketing, trading, transportation, or delivery of hydrocarbons (including crude oil, natural gas, condensates, and other petroleum products) produced from or attributable to the Cayar Offshore Block, whether now existing or hereafter entered into.
"Indenture" means the Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors named therein, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified 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 the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Issuer" means Dunmore Energy Holdings Ltd., a Cayman Islands exempted company.
"Issuers" means, collectively, the Issuer and the Co-Issuer.
"Nantissement" or "Nantissements" means the pledges granted by the Grantor in favor of the Collateral Agent pursuant to Article 4 of this Agreement, comprising the nantissement de fonds de commerce, the nantissement de créances, the nantissement de comptes de titres financiers, and the nantissement of equipment (matériel et outillage).
"Notes" means the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 issued by the Issuers pursuant to the Indenture.
"Notes Priority Collateral" has the meaning assigned thereto in the Intercreditor Agreement and includes, without limitation, property, plant and equipment, equity interests in subsidiaries, intellectual property, material contracts (including the PSC and Hydrocarbon Offtake Contracts), and other assets as more fully described in the Intercreditor Agreement.
"OHADA" means the Organisation pour l'Harmonisation en Afrique du Droit des Affaires.
"OHADA Uniform Act" means the Acte uniforme portant organisation des sûretés adopted by OHADA, as revised on December 15, 2010, and as may be further amended, supplemented, or replaced from time to time.
"Permitted Liens" has the meaning assigned thereto in the Indenture.
"Petroleum Code" means the Senegalese Petroleum Code (Code pétrolier), as enacted and amended from time to time by the Republic of Senegal.
"PSC" or "Production Sharing Contract" means the production sharing contract between Dunmore Senegal S.A. and the Republic of Senegal, acting through the Ministère de l'Énergie, governing the exploration, development, production, and sale of hydrocarbons in and from the Cayar Offshore Block, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"RCCM" means the Registre du Commerce et du Crédit Mobilier, the registry for commercial and movable security interests maintained in Dakar, Senegal, pursuant to the OHADA Uniform Act and applicable Senegalese law.
"Sanctioned Person" means any person or entity that is (i) designated on the list of Specially Designated Nationals and blocked Persons maintained by the U.S. Office of Foreign Assets Control ("OFAC"), (ii) designated on any sanctions list maintained by the European Union, (iii) designated on the Consolidated List of Financial Sanctions Targets maintained by the UK Office of Financial Sanctions Implementation ("OFSI"), or (iv) a person or entity owned or controlled by, or acting for or on behalf of, any such designated person or entity.
"Secured Obligations" means all present and future obligations, liabilities, and indebtedness of the Issuers and the Guarantors (including Dunmore Senegal) under or in respect of the Notes, the Indenture, the Guarantee, and each Security Document, whether for principal, interest, premium, make-whole amount, fees, indemnities, costs, expenses, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.
"Secured Parties" means, collectively, the Collateral Agent, the Trustee, and the holders from time to time of the Notes.
"Security Documents" means, collectively, (i) this Agreement, (ii) the U.S. Collateral Agreement (governed by the laws of the State of New York), (iii) the Nigerian Collateral Agreement (Debenture and Charge) (governed by the laws of the Federal Republic of Nigeria), and (iv) the English Collateral Agreement (Debenture) (governed by the laws of England and Wales), and any other security agreement, pledge agreement, collateral agreement, or similar instrument entered into from time to time in connection with the Indenture.
"Theron Moss" means Theron Moss & Associates SARL, a limited liability company organized under the laws of the Republic of Senegal, having its principal office at Rue Moussé Diop 22, Plateau, Dakar, Senegal (Lead Partner: Moustapha Sy), acting as Senegalese counsel to the Issuer in connection with this Agreement and the transactions contemplated hereby.
"Trustee" means Northgate Trust Company, N.A., a national banking association organized under the laws of the United States, in its capacity as Trustee under the Indenture, together with its successors and assigns in such capacity.
Section 1.2 — Interpretation
(a) Except as otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Indenture. In the event of any conflict between the definitions contained herein and the definitions contained in the Indenture, the definitions contained in the Indenture shall control, except to the extent that Senegalese law or the OHADA Uniform Act requires a different interpretation for the purpose of the validity or enforceability of the security interests granted hereunder.
(b) References to articles, sections, schedules, and exhibits are to articles, sections, schedules, and exhibits of this Agreement unless otherwise specified.
(c) References to specific provisions of the OHADA Uniform Act shall be deemed to include any successor or replacement provisions thereof.
(d) This Agreement is executed in the English language. In the event that any French translation of this Agreement is prepared for the purpose of registration with the RCCM or for use in any Senegalese legal or administrative proceedings, and in the event of any conflict or inconsistency between the English text and any such French translation, the English text shall prevail and be controlling, except to the extent that Senegalese law mandates that the French text shall govern for purposes of the enforceability of the security interests or the validity of any registration filing.
(e) The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(f) References to "including" shall mean "including, without limitation."
(g) Words importing the singular shall include the plural and vice versa.
(h) References to any agreement, instrument, or document shall be deemed to include references to such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time.
Section 1.3 — Currency
(a) All monetary amounts expressed in this Agreement are denominated in United States Dollars ("USD" or "$") unless otherwise expressly specified.
(b) Where Senegalese law or the requirements of the RCCM or any other Senegalese authority require that amounts be stated in CFA Francs (XOF), conversion from USD to XOF shall be effected at the official exchange rate published by the Banque Centrale des États de l'Afrique de l'Ouest (BCEAO) on the date of the relevant filing or registration, or, if no such rate is available on such date, on the immediately preceding business day on which such rate was published.
(c) The Grantor shall be responsible for preparing and filing any currency conversion calculations required in connection with registrations or filings under this Agreement.
ARTICLE 2 — SECURED OBLIGATIONS (*OBLIGATIONS GARANTIES*)
Section 2.1 — Description of Secured Obligations
This Agreement is entered into for the purpose of securing the full and punctual payment, performance, and discharge of all Secured Obligations. The Secured Obligations secured hereby include, without limitation:
(a) all principal, interest (including, without limitation, semi-annual interest payments of approximately $39,843,750 per payment date, calculated at the rate of 9.375% per annum on the outstanding principal amount of $850,000,000), premium (including any make-whole premium, if applicable), and all other amounts due and payable under the Notes;
(b) all amounts payable by Dunmore Senegal under the Guarantee, including all obligations of Dunmore Senegal to pay any amount that the Issuers fail to pay when due under the Notes or the Indenture;
(c) all amounts payable under the Indenture, including all indemnification obligations, fees, costs, expenses, and other amounts payable by the Issuers or the Guarantors to the Trustee, the Collateral Agent, or any other Secured Party under the Indenture;
(d) all obligations of Dunmore Senegal under the other Security Documents to which it is a party;
(e) all costs and expenses of the Collateral Agent incurred in connection with the administration, preservation, protection, and enforcement of the security interests granted under this Agreement, including all legal fees, court costs, filing fees, registration fees, and expenses of enforcement; and
(f) all other obligations, liabilities, and indebtedness of the Issuers and the Guarantors to any Secured Party arising under or in connection with the Notes, the Indenture, the Guarantee, and each Security Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.
For purposes of registration with the RCCM and compliance with Senegalese law requirements, the maximum secured amount under this Agreement shall be stated as $1,100,000,000 (one billion one hundred million United States Dollars), representing the aggregate maximum amount of principal ($850,000,000), accrued and unpaid interest, make-whole premium, costs, expenses, and all other additional amounts that may become payable under the Secured Obligations. Such stated maximum shall not limit the actual obligations secured hereby, which shall extend to all Secured Obligations as defined above.
Section 2.2 — Continuing Security
The security interests granted under this Agreement constitute continuing security for the payment, performance, and discharge of the Secured Obligations. This Agreement shall remain in full force and effect until all Secured Obligations have been irrevocably paid and discharged in full and the Indenture has been terminated or defeased in accordance with its terms. No partial payment or reduction of the Secured Obligations shall operate to release any portion of the Collateral from the security interests granted hereunder, unless such release is expressly provided for in the Indenture or effected in accordance with Article 12 of this Agreement.
The security interests granted hereunder are in addition to, and not in substitution for, any other security or guarantee now or hereafter held by any Secured Party for the Secured Obligations, whether under the other Security Documents or otherwise.
ARTICLE 3 — COLLATERAL (*DESCRIPTION DES BIENS GREVÉS*)
Section 3.1 — General Description
As security for the Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, first-priority security interests over substantially all of the tangible and intangible assets, property, rights, and interests of Dunmore Senegal S.A., whether now owned or hereafter acquired, subject to (i) Permitted Liens, (ii) the provisions of the Intercreditor Agreement (including the lien priority arrangements set forth therein), and (iii) applicable restrictions on assignment or encumbrance under Senegalese law, the Petroleum Code, and the PSC. The Collateral is intended to be consistent with the collateral package securing the Notes as set forth in the Indenture, with first-priority liens on Notes Priority Collateral and second-priority liens on ABL Priority Collateral.
Section 3.2 — Specific Categories of Collateral
The Collateral subject to the security interests granted hereunder consists of the following categories of assets, property, rights, and interests of the Grantor:
(a) Fonds de Commerce (Business Assets). All business assets of the Grantor constituting its fonds de commerce, including, without limitation, (i) the goodwill (achalandage) of the Grantor's business, (ii) the trade name "Dunmore Senegal" and all related trade names, business names, and commercial designations, (iii) customer relationships and clientele (clientèle), (iv) commercial lease rights (droit au bail) in respect of any premises leased or occupied by the Grantor in connection with the operation of the Cayar Offshore Block, and (v) all general intangible assets related to the Grantor's Cayar Offshore Block operations, in each case forming part of the fonds de commerce of the Grantor.
(b) Hydrocarbon Interests. All rights, title, and interest of the Grantor under the PSC for the Cayar Offshore Block, including, without limitation, the right to explore, develop, produce, process, transport, market, and sell hydrocarbons in and from the Cayar Offshore Block, all entitlements to cost oil, profit oil, and any other production entitlements under the PSC, and all associated rights and interests, in each case to the extent assignable or capable of being encumbered under the terms of the PSC and applicable Senegalese law (including the Petroleum Code).
(c) Material Hydrocarbon Offtake Contracts. All present and future Hydrocarbon Offtake Contracts, including all rights, claims, and interests of the Grantor thereunder, all amounts receivable or payable in connection therewith, and all related contractual rights and benefits.
(d) Receivables (Créances). All present and future receivables (créances), payment rights, claims for money, and rights to receive payment arising from or in connection with the operation of the Cayar Offshore Block, including, without limitation, (i) all receivables arising under the PSC, (ii) all receivables arising under Hydrocarbon Offtake Contracts, (iii) all receivables for services rendered, goods delivered, or property sold in connection with the Cayar Offshore Block, and (iv) all other trade receivables and commercial claims of the Grantor, whether or not evidenced by an instrument.
(e) Bank Accounts. All deposit accounts, operating accounts, escrow accounts, reserve accounts, securities accounts, and other accounts of any kind maintained by the Grantor in Senegal or elsewhere, together with all funds, balances, credits, and monies on deposit therein or credited thereto, and all rights of the Grantor in respect thereof, subject to the Intercreditor Agreement (and acknowledging that deposit accounts forming part of ABL Priority Collateral are subject to the first-priority lien of the ABL Agent as provided in the Intercreditor Agreement). A list of all bank accounts of the Grantor as of the date hereof is set forth in Schedule 8.
(f) Equipment and Tangible Assets (Matériel et Outillage). All plant, production facilities, equipment, machinery, drilling equipment, subsea infrastructure, pipelines, processing equipment, tools, spare parts, fixtures, furnishings, vehicles, vessels, and all other tangible personal property (biens meubles corporels) of the Grantor used or held for use in connection with the operation, development, or maintenance of the Cayar Offshore Block, wherever located, whether now owned or hereafter acquired. A description of principal equipment and tangible assets as of the date hereof is set forth in Schedule 2.
(g) intellectual Property. All patents, patent applications, utility models, trademarks, service marks, trade names, copyrights, and copyright registrations of the Grantor, all licenses and sublicenses relating thereto, all technical data, engineering data, geological data, geophysical data, seismic data, well logs, core data, production data, reservoir studies, feasibility reports, and all other proprietary information and know-how of the Grantor relating to the Cayar Offshore Block.
(h) Insurance Proceeds. All right, title, and interest of the Grantor in and to all insurance proceeds and insurance payments arising under or payable in respect of all insurance policies maintained by or for the benefit of the Grantor in respect of the Cayar Offshore Block, including all property damage insurance, business interruption insurance, third-party liability insurance, environmental liability insurance, and all other insurance policies, together with all rights of the Grantor against the insurers thereunder.
(i) Intercompany Receivables. All receivables, loans, advances, claims for money, and other amounts owed to the Grantor by the Issuer, the Co-Issuer, any other Guarantor, or any other affiliate, subsidiary, or related entity within the Dunmore group of companies.
(j) Permits and Licenses. To the extent assignable or capable of being encumbered under applicable Senegalese law (including the Petroleum Code) and the terms of the PSC, all governmental permits, licenses, approvals, consents, authorizations, and concessions relating to the Cayar Offshore Block, including all exploration permits, production permits, environmental permits, construction permits, and operating authorizations issued by the Ministère de l'Énergie or any other governmental authority of the Republic of Senegal. The Grantor acknowledges that certain permits and licenses may be subject to restrictions on assignment or encumbrance under the Petroleum Code or applicable regulations, and the security interests granted hereunder with respect to such permits and licenses are limited accordingly. A list of material permits and licenses is set forth in Schedule 7.
(k) Proceeds (Produits). All proceeds (produits), products, rents, revenues, income, profits, returns, distributions, dividends, and other amounts derived from, arising out of, or in connection with, any of the foregoing categories of Collateral, in whatever form, whether in cash, securities, instruments, or other property, and all claims and rights relating thereto.
Section 3.3 — Intercreditor Agreement Carve-Outs
Notwithstanding any provision of Section 3.2, the lien priorities as between the Collateral Agent (acting as Notes Collateral Agent) and the ABL Agent are governed exclusively by the Intercreditor Agreement. In the event of any conflict between the lien priority provisions of this Agreement and those of the Intercreditor Agreement, the Intercreditor Agreement shall control. Without limiting the generality of the foregoing:
(a) To the extent any Collateral constitutes ABL Priority Collateral (as defined in the Intercreditor Agreement), including accounts receivable, inventory, and deposit accounts, the ABL Agent shall hold a first-priority lien thereon, and the lien of the Collateral Agent thereon shall be junior and subordinate to the lien of the ABL Agent, in each case in accordance with the terms of the Intercreditor Agreement.
(b) To the extent any Collateral constitutes Notes Priority Collateral (as defined in the Intercreditor Agreement), including property, plant and equipment, equity interests, intellectual property, and material contracts (including the PSC and Hydrocarbon Offtake Contracts), the Collateral Agent shall hold a first-priority lien thereon, and the lien of the ABL Agent thereon (if any) shall be junior and subordinate to the lien of the Collateral Agent, in each case in accordance with the terms of the Intercreditor Agreement.
The parties acknowledge that the characterization of specific items of Collateral as ABL Priority Collateral or Notes Priority Collateral shall be determined in accordance with the definitions and provisions of the Intercreditor Agreement and, to the extent applicable, the related Security Documents.
Section 3.4 — After-Acquired Property
The security interests granted hereunder extend to, and shall attach to, all property of the types described in Section 3.2 that is acquired by the Grantor after the date of this Agreement, without the necessity of any further act or instrument. Without limiting the foregoing, the security interests shall attach to all assets, rights, and interests acquired by the Grantor in connection with the Cayar Phase II development program and all other future development, exploration, or operational activities of the Grantor with respect to the Cayar Offshore Block. The Grantor shall promptly notify the Collateral Agent of the acquisition of any material after-acquired property and shall take all actions necessary to ensure that the security interests therein are duly perfected.
ARTICLE 4 — NANTISSEMENTS (PLEDGES)
Section 4.1 — Nantissement de Fonds de Commerce (Pledge of Business Assets)
(a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de fonds de commerce (pledge of business assets) over the entirety of the Grantor's fonds de commerce, as described in Section 3.2(a) of this Agreement, including the goodwill (achalandage), trade name "Dunmore Senegal," clientele (clientèle), right to lease (droit au bail), licenses and permits (to the extent permissible under applicable law), and equipment (matériel et outillage) forming part of the fonds de commerce of the Grantor, as security for the Secured Obligations.
(b) Compliance with OHADA Uniform Act. The nantissement de fonds de commerce granted hereby is made in compliance with the provisions of the OHADA Uniform Act, Articles 162 et seq., governing the pledge of business assets. The Grantor shall execute and deliver all documents and instruments, and take all actions, required under the OHADA Uniform Act to ensure the validity, enforceability, and perfection of the nantissement de fonds de commerce, including the execution of a separate nantissement de fonds de commerce agreement (acte de nantissement) in the form required for registration, if required by applicable law.
(c) Registration. The nantissement de fonds de commerce shall be registered with the Registre du Commerce et du Crédit Mobilier (RCCM) in Dakar within fifteen (15) days following the execution of this Agreement, in accordance with the requirements of the OHADA Uniform Act and applicable Senegalese law. The Grantor shall bear all costs and expenses of such registration, including filing fees, notarial fees, and the costs of any French translation required for registration purposes.
(d) Scope. For the avoidance of doubt, the scope of the nantissement de fonds de commerce includes, but is not limited to, the following elements of the fonds de commerce: (i) the trade name "Dunmore Senegal" and all related commercial designations; (ii) the clientele and commercial relationships of the Grantor; (iii) the right to lease (droit au bail) in respect of any commercial premises leased or occupied by the Grantor in Senegal; (iv) all licenses, permits, and governmental authorizations forming part of the fonds de commerce, to the extent that such items may be included in the nantissement under applicable law; and (v) equipment, machinery, tools, and other tangible assets (matériel et outillage) forming part of the fonds de commerce.
Section 4.2 — Nantissement de Créances (Pledge of Receivables)
(a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de créances (pledge of receivables) over all present and future receivables of the Grantor as described in Section 3.2(d) of this Agreement, as security for the Secured Obligations.
(b) Compliance with OHADA Uniform Act. The nantissement de créances granted hereby is made in compliance with the provisions of the OHADA Uniform Act, Articles 136 et seq., governing the pledge of receivables.
(c) Notification to Debtors. The Grantor shall, within fifteen (15) days following the execution of this Agreement, notify each debtor of the pledged receivables (including, without limitation, the Republic of Senegal in respect of receivables under the PSC, each counterparty under the Hydrocarbon Offtake Contracts, and each affiliate owing intercompany receivables) of the nantissement de créances in favor of the Collateral Agent, in accordance with the requirements of the OHADA Uniform Act. Such notification shall be in substantially the form attached hereto as Schedule 4, or in such other form as may be required by applicable law. The Grantor shall deliver to the Collateral Agent evidence of each such notification, including proof of delivery or acknowledgment by the debtor, promptly following dispatch.
(d) Collection Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is hereby authorized and empowered to collect all pledged receivables directly from the debtors thereof, to give valid discharge to such debtors in respect of such receivables, and to apply all amounts so collected to the Secured Obligations in accordance with Section 9.4 of this Agreement and the Indenture.
Section 4.3 — Nantissement de Comptes de Titres Financiers (Pledge of Financial Securities Accounts)
(a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement de comptes de titres financiers (pledge of financial securities accounts) over all securities accounts, financial instruments accounts, and financial instruments held by the Grantor, including all securities, bonds, shares, units, and other financial instruments held in or credited to such accounts, as security for the Secured Obligations.
(b) Compliance with OHADA Uniform Act. The nantissement de comptes de titres financiers granted hereby is made in compliance with the applicable provisions of the OHADA Uniform Act governing the pledge of securities accounts and financial instruments.
(c) Declaration to Account-Holding Institutions. The Grantor shall, within fifteen (15) days following the execution of this Agreement, deliver to each institution holding or maintaining a securities account or financial instruments account on behalf of the Grantor a declaration of nantissement (déclaration de nantissement) in the form required by the OHADA Uniform Act, notifying such institution of the pledge of the relevant account and the financial instruments held therein in favor of the Collateral Agent. The Grantor shall deliver to the Collateral Agent evidence of each such declaration, including any acknowledgment or confirmation received from the account-holding institution.
Section 4.4 — Nantissement of Equipment (*Matériel et Outillage*)
(a) Grant. Dunmore Senegal hereby grants in favor of the Collateral Agent, for the benefit of the Secured Parties, a nantissement over all equipment, machinery, drilling equipment, subsea infrastructure, pipelines, processing equipment, tools, spare parts, fixtures, furnishings, vehicles, vessels, and all other tangible personal property of the Grantor described in Section 3.2(f) of this Agreement, as security for the Secured Obligations.
(b) Inventory and Description. A description and inventory of the principal equipment, machinery, and tangible assets subject to the nantissement under this Section 4.4, including identification by serial number, description, location, and estimated value (where applicable), is set forth in Schedule 2 to this Agreement. The Grantor shall update Schedule 2 on an annual basis and deliver each such updated schedule to the Collateral Agent within thirty (30) days following the end of each calendar year.
(c) Perfection. The Grantor shall take all actions necessary to perfect the nantissement of equipment granted hereunder, including, without limitation, any filing, registration, or inscription required under the OHADA Uniform Act or applicable Senegalese law.
Section 4.5 — Priority and Ranking
(a) Each Nantissement granted under this Article 4 is intended to constitute a first-priority lien and security interest (privilège de premier rang) in favor of the Collateral Agent over the relevant Collateral, subject to (i) the Intercreditor Agreement and (ii) Permitted Liens.
(b) With respect to Notes Priority Collateral (including property, plant and equipment, intellectual property, material contracts, and other assets constituting Notes Priority Collateral under the Intercreditor Agreement), each Nantissement shall rank as a first-ranking privilege (privilège de premier rang).
(c) With respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts), each Nantissement shall rank as a second-ranking privilege (privilège de second rang), subordinate to the first-priority lien of the ABL Agent under the Intercreditor Agreement.
(d) The Grantor shall not grant or permit any lien, pledge, or security interest over any Collateral that would rank senior to or pari passu with the Nantissements granted hereunder, other than Permitted Liens and liens expressly permitted under the Intercreditor Agreement.
ARTICLE 5 — CESSION FIDUCIAIRE DE CRÉANCES (FIDUCIARY ASSIGNMENT OF RECEIVABLES)
Section 5.1 — Grant of Cession Fiduciaire
(a) In addition to, and without prejudice to, the nantissement de créances granted under Section 4.2 of this Agreement, Dunmore Senegal hereby assigns by way of fiduciary transfer (cession fiduciaire de créances) to the Collateral Agent, for the benefit of the Secured Parties, all receivables of the Grantor described in Section 3.2(d) of this Agreement, for the purpose of securing the Secured Obligations.
(b) The cession fiduciaire granted hereby is made in compliance with the provisions of the OHADA Uniform Act, Articles 80 et seq. (as revised in 2010), governing fiduciary assignments of receivables by way of security.
(c) This assignment is made by way of security only. The Collateral Agent shall not be deemed the owner of the assigned receivables, and shall not be entitled to collect, use, or dispose of the assigned receivables, except upon the occurrence and during the continuance of an Event of Default, in accordance with Section 5.4 below. Upon enforcement, the Collateral Agent shall become the absolute owner of the assigned receivables to the extent necessary to satisfy the Secured Obligations, in accordance with the OHADA Uniform Act.
Section 5.2 — Identification of Assigned Receivables
(a) Present Receivables. A list and description of all present receivables of the Grantor that are subject to the cession fiduciaire as of the date of this Agreement is set forth in Schedule 3 hereto. Such list includes, without limitation, (i) all amounts owed to the Grantor under the PSC, (ii) all amounts owed under current Hydrocarbon Offtake Contracts, and (iii) all intercompany receivables owed to the Grantor by Dunmore Energy Holdings Ltd. and other entities within the Dunmore group. For each receivable listed in Schedule 3, the following information is provided: identity of the debtor, principal amount outstanding, currency, due date, and the underlying contract or instrument giving rise to the receivable.
(b) Future Receivables. All receivables of the types described in Section 3.2(d) that arise after the date of this Agreement are included in the cession fiduciaire and are hereby assigned to the Collateral Agent, for the benefit of the Secured Parties, upon their coming into existence, without the necessity of any further act, instrument, or notification, subject to compliance with any notification requirements under the OHADA Uniform Act.
(c) Quarterly Schedules. The Grantor shall deliver to the Collateral Agent, within thirty (30) days following the end of each calendar quarter, an updated schedule of assigned receivables in substantially the form of Schedule 6 hereto, setting forth (i) all new receivables arising during the relevant quarter, (ii) all receivables collected during the relevant quarter, and (iii) the outstanding balance of all assigned receivables as of the end of such quarter.
Section 5.3 — Notification to Debtors
(a) The Grantor shall promptly, and in any event within fifteen (15) days following the execution of this Agreement, notify each debtor of the assigned receivables of the cession fiduciaire in favor of the Collateral Agent, in accordance with the requirements of the OHADA Uniform Act, Articles 80 et seq.
(b) Such notification shall be in substantially the form attached hereto as Schedule 4 (which form is provided in both French and English), or in such other form as may be required or recommended by Senegalese law or the OHADA Uniform Act.
(c) The Grantor shall deliver to the Collateral Agent evidence of each such notification, including proof of delivery, acknowledgment of receipt by the debtor, or any other documentation demonstrating compliance with the notification requirements.
(d) With respect to future receivables arising after the date hereof, the Grantor shall notify the relevant debtor of the cession fiduciaire promptly upon the creation of each such receivable, or at such other time as may be required by the OHADA Uniform Act.
Section 5.4 — Collection Rights
(a) Prior to an Event of Default. Until the occurrence of an Event of Default, the Grantor shall retain the right to collect all assigned receivables in the ordinary course of its business and to apply the proceeds thereof in accordance with its ordinary business practices, subject at all times to compliance with the covenants of the Indenture (including, without limitation, covenants regarding the application and disposition of funds and the maintenance of collateral).
(b) Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the exclusive right to collect all assigned receivables directly from the debtors thereof, to give valid receipts and discharges to such debtors in respect of such receivables, and to apply all amounts so collected to the Secured Obligations in accordance with the waterfall provisions of Section 9.4 of this Agreement and the applicable provisions of the Indenture and the Intercreditor Agreement. The Grantor's right to collect assigned receivables shall be automatically suspended upon the occurrence of an Event of Default, without the necessity of any further notice or demand by the Collateral Agent.
(c) The Collateral Agent shall not be liable to the Grantor for any loss or diminution in value of the assigned receivables or for any failure or delay in collecting the same, except to the extent arising from the Collateral Agent's gross negligence or willful misconduct.
Section 5.5 — Re-transfer
Upon the irrevocable payment and discharge in full of all Secured Obligations and the termination of the Indenture in accordance with its terms, the Collateral Agent shall promptly re-transfer and reassign all assigned receivables then held by the Collateral Agent to Dunmore Senegal (or its designee), and shall execute and deliver all instruments, documents, and agreements reasonably necessary to effect such re-transfer and to evidence the termination of the cession fiduciaire. Such re-transfer shall be without warranty or representation by the Collateral Agent as to the collectibility, validity, or enforceability of any reassigned receivable.
ARTICLE 6 — ASSIGNMENT OF INSURANCE PROCEEDS
Section 6.1 — Assignment
(a) Dunmore Senegal hereby assigns to the Collateral Agent, for the benefit of the Secured Parties, all right, title, and interest of the Grantor in and to all insurance proceeds and insurance payments arising under or payable in respect of all insurance policies maintained by or for the benefit of the Grantor in respect of the Cayar Offshore Block operations, including, without limitation, all property damage insurance, all-risks insurance, business interruption insurance, third-party liability insurance, pollution and environmental liability insurance, construction all-risks insurance, and any other insurance policies maintained from time to time by the Grantor.
(b) The Grantor shall deliver to each insurer and insurance broker a notice of assignment in substantially the form attached hereto as Schedule 5, requesting that each insurer acknowledge the assignment and name the Collateral Agent as loss payee and/or additional insured, as applicable, in respect of the relevant insurance policies. The Grantor shall deliver to the Collateral Agent copies of all such notices and any acknowledgments received from insurers.
(c) The assignment of insurance proceeds under this Section 6.1 is made by way of security only and is subject to the terms and conditions of the relevant insurance policies and applicable Senegalese law. The Collateral Agent's rights to insurance proceeds shall be exercisable only upon the occurrence and during the continuance of an Event of Default, except to the extent that the Indenture or the terms of the relevant insurance policy require that insurance proceeds be applied in a specified manner (including for reinstatement of damaged property or equipment).
Section 6.2 — Maintenance of Insurance
(a) The Grantor covenants and agrees that it shall at all times maintain insurance coverage in accordance with the requirements of the Indenture and as is customary for comparable upstream oil and gas operations in the West Africa region, including, without limitation, all-risks property insurance, business interruption insurance, third-party liability insurance, and environmental liability insurance, in each case in such amounts and with such deductibles as are consistent with prudent industry practice.
(b) The Grantor shall not materially reduce the scope or amount of any insurance coverage required under the Indenture without the prior written consent of the Collateral Agent. The Grantor shall promptly notify the Collateral Agent of any cancellation, material amendment, or non-renewal of any insurance policy maintained in respect of the Cayar Offshore Block.
(c) The Grantor shall cause the Collateral Agent to be named as loss payee and/or additional insured (as applicable) on all insurance policies maintained pursuant to this Section 6.2.
ARTICLE 7 — REPRESENTATIONS AND WARRANTIES (*DÉCLARATIONS ET GARANTIES*)
Dunmore Senegal hereby represents and warrants to the Collateral Agent (for the benefit of the Secured Parties) as of the date hereof and as of each date on which this representation is deemed to be repeated or reaffirmed under the Indenture, as follows:
Section 7.1 — Organization and Standing
Dunmore Senegal is a société anonyme duly organized, validly existing, and in good standing under the laws of the Republic of Senegal. The Grantor has all requisite corporate power and authority to own, lease, and operate its properties and assets (including the Collateral), to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement and each other document or instrument to which it is a party in connection with the transactions contemplated hereby.
Section 7.2 — Authorization
The execution, delivery, and performance by the Grantor of this Agreement and all related instruments and documents have been duly authorized by all necessary corporate action on the part of the Grantor, including all requisite resolutions of the board of directors (conseil d'administration) of Dunmore Senegal and, to the extent required by the Grantor's constitutional documents (statuts) or applicable Senegalese law, all requisite shareholder approvals. Reference is made to the consolidated guarantor resolutions document maintained by the Trustee, which includes certified copies of the board resolutions of Dunmore Senegal authorizing the execution and delivery of this Agreement and the granting of the security interests contemplated hereby.
Section 7.3 — No Conflict
The execution, delivery, and performance of this Agreement by the Grantor will not (a) violate any provision of Senegalese law (including, without limitation, the OHADA Uniform Act and the Petroleum Code), (b) violate, conflict with, or result in a breach of or default under the PSC for the Cayar Offshore Block, (c) violate, conflict with, or result in a breach of or default under the constitutional documents (statuts) of Dunmore Senegal, or (d) violate, conflict with, or result in a breach of or default under any material contract, agreement, instrument, or governmental authorization to which the Grantor is a party or by which the Grantor or any of its properties or assets is bound.
Section 7.4 — Enforceability
This Agreement constitutes the legal, valid, and binding obligation of Dunmore Senegal, enforceable against the Grantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application affecting creditors' rights under Senegalese law and OHADA law, (b) general principles of equity (whether considered in a proceeding in equity or at law), and (c) any limitations imposed by mandatory provisions of Senegalese law on the enforcement of foreign judgments and arbitral awards.
Section 7.5 — Title to Collateral
The Grantor is the legal and beneficial owner of all Collateral, free and clear of all liens, charges, encumbrances, pledges, security interests, and claims of any kind, other than (a) Permitted Liens and (b) liens expressly permitted under the Intercreditor Agreement. No third-party consent is required to grant the security interests contemplated by this Agreement other than (i) consents that have already been duly obtained and are in full force and effect as of the date hereof, and (ii) notifications to be made to debtors and other parties after execution in accordance with the OHADA Uniform Act and this Agreement.
Section 7.6 — PSC Compliance
(a) The PSC for the Cayar Offshore Block is in full force and effect as of the date hereof and has not been amended, modified, waived, suspended, revoked, or terminated except as disclosed in writing to the Collateral Agent prior to the date hereof.
(b) The Grantor is in compliance in all material respects with the terms and conditions of the PSC, including all obligations relating to exploration, development, production, reporting, and payment of royalties, taxes, and other amounts due to the Republic of Senegal.
(c) No event has occurred and no condition exists that would give the Republic of Senegal (through the Ministère de l'Énergie or otherwise) the right to terminate, revoke, suspend, or materially modify the PSC.
(d) The granting of the security interests under this Agreement does not violate any restriction on assignment, transfer, or encumbrance contained in the PSC, or, to the extent that any such restriction exists, the requisite consent, waiver, or notification has been obtained or will be obtained in accordance with the terms of the PSC and applicable Senegalese law.
Section 7.7 — Regulatory Compliance
The Grantor holds all material permits, licenses, approvals, consents, and governmental authorizations required under Senegalese law for the exploration, development, production, and operation of the Cayar Offshore Block, as listed in Schedule 7. The Grantor is in compliance in all material respects with all applicable laws and regulations of the Republic of Senegal, including the Petroleum Code and all environmental, health, safety, and labor laws and regulations applicable to its operations.
Section 7.8 — Sanctions Compliance
(a) Neither the Grantor nor any of its officers, directors, employees, agents, or affiliates is a Sanctioned Person, nor is the Grantor owned or controlled by any Sanctioned Person. No Sanctioned Person has any direct or indirect ownership interest in the Grantor or the Cayar Offshore Block.
(b) The Grantor will not use any proceeds of the Notes, directly or indirectly, in violation of any sanctions administered by OFAC, the European Union, or the UK OFSI, and will not use any proceeds for the benefit of, or make any payment to, any Sanctioned Person.
(c) Sanctions screening of the Grantor, its officers, directors, and key personnel was completed by Sandoval Compliance Solutions LLC on April 25, 2025, with no adverse findings. The results of such screening have been delivered to the Collateral Agent.
(d) The Grantor will cooperate with ongoing quarterly sanctions monitoring as required by the Indenture and the post-closing sanctions monitoring protocol established in connection with the Notes offering.
Section 7.9 — No Litigation
There is no litigation, arbitration, administrative proceeding, governmental investigation, or other legal proceeding pending or, to the knowledge of the Grantor, threatened against the Grantor or any of its properties or assets (including the Collateral) that would reasonably be expected to have a material adverse effect on (a) the value, enforceability, or priority of the security interests granted hereunder, (b) the Collateral, or (c) the Grantor's ability to perform its obligations under this Agreement, the Guarantee, or any other transaction document.
Section 7.10 — Taxes
All taxes, duties, levies, imposts, assessments, and governmental charges of any nature due and payable by the Grantor in the Republic of Senegal or elsewhere (including, without limitation, corporate income taxes, value-added taxes, withholding taxes, customs duties, and royalties) have been paid in full when due, or adequate provision or reserves have been made therefor in accordance with applicable accounting standards. The Grantor is not aware of any pending or threatened tax assessment, audit, or investigation that could result in a material tax liability.
Section 7.11 — Accuracy of Schedules
All information set forth in the Schedules attached to this Agreement is true, complete, and accurate in all material respects as of the date hereof. The Grantor has not omitted from any Schedule any material information that would be necessary to make the statements and information contained therein not misleading.
ARTICLE 8 — COVENANTS (*ENGAGEMENTS*)
Dunmore Senegal covenants and agrees with the Collateral Agent (for the benefit of the Secured Parties) as follows:
Section 8.1 — Preservation of Collateral
(a) The Grantor shall maintain all Collateral in good condition, repair, and working order, consistent with prudent industry practice for upstream oil and gas operations, and shall not permit any waste, destruction, or material deterioration of the Collateral (ordinary wear and tear excepted).
(b) The Grantor shall not sell, transfer, lease, assign, convey, or otherwise dispose of any material Collateral, except (i) as expressly permitted under the Indenture (including Permitted Asset Sales as defined therein), (ii) dispositions of inventory, obsolete equipment, or worn-out equipment in the ordinary course of business, and (iii) as otherwise consented to in writing by the Collateral Agent (acting at the direction of the Trustee or the holders as provided in the Indenture).
Section 8.2 — Further Assurances
The Grantor shall, at its own cost and expense, promptly execute and deliver all instruments, documents, agreements, certificates, and notices, and take all actions and perform all steps, as may be reasonably requested by the Collateral Agent from time to time to (a) perfect, protect, maintain, and enforce the security interests granted hereunder, (b) carry out the purposes and intent of this Agreement, and (c) comply with all applicable requirements of Senegalese law, the OHADA Uniform Act, and the Indenture. Without limiting the generality of the foregoing, such actions shall include, but not be limited to, (i) filings and registrations with the RCCM, (ii) notifications to debtors of pledged and assigned receivables, (iii) declarations to account-holding institutions, (iv) any additional registrations, inscriptions, or filings required under the Petroleum Code or other Senegalese legislation, and (v) the preparation and delivery of French translations of any instruments or documents as may be required for registration or enforcement purposes.
Section 8.3 — No Additional Liens
The Grantor shall not create, incur, assume, or suffer to exist any lien, charge, pledge, security interest, encumbrance, or other claim of any nature on or over any Collateral, other than (a) Permitted Liens, (b) liens expressly permitted under the Intercreditor Agreement, and (c) liens created by or in favor of the Collateral Agent pursuant to this Agreement and the other Security Documents.
Section 8.4 — Notifications