PLEDGE AND SECURITY AGREEMENT

PLEDGE AND SECURITY AGREEMENT
dated as of May 15, 2025
among
DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands, as Issuer,
DUNMORE UPSTREAM FINANCE CORP., a Delaware corporation, as Co-Issuer,
DUNMORE GULF OPERATIONS LLC, a Delaware limited liability company,
DUNMORE RENEWABLES LLC, a Delaware limited liability company,
DUNMORE MIDSTREAM HOLDINGS INC., a Delaware corporation,
as U.S. Guarantors,
and
NORTHGATE TRUST COMPANY, N.A., a national banking association, as Collateral Agent
in connection with the
$850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032
issued pursuant to the Indenture dated as of May 15, 2025
Governed by the laws of the State of New York
PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of May 15, 2025, is entered into among:
(1) DUNMORE ENERGY HOLDINGS LTD., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Issuer");
(2) DUNMORE UPSTREAM FINANCE CORP., a Delaware corporation ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers");
(3) DUNMORE GULF OPERATIONS LLC, a Delaware limited liability company ("Dunmore Gulf");
(4) DUNMORE RENEWABLES LLC, a Delaware limited liability company ("Dunmore Renewables");
(5) DUNMORE MIDSTREAM HOLDINGS INC., a Delaware corporation ("Dunmore Midstream," and together with Dunmore Gulf and Dunmore Renewables, the "U.S. Guarantors," and together with the Issuers, the "Grantors"); and
(6) NORTHGATE TRUST COMPANY, N.A., a national banking association, as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
RECITALS
A. The Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, have entered into that certain Indenture, dated as of May 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Indenture"), pursuant to which the Issuers are issuing $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), CUSIP (144A) 265387 AA 5, CUSIP (Reg S) C2085R AA 2. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Indenture.
B. Each of the U.S. Guarantors has guaranteed the Issuers' obligations under the Indenture and the Notes pursuant to Article X of the Indenture (each such guarantee, a "Guarantee").
C. It is a condition precedent to the issuance of the Notes under the Indenture and the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors party thereto, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"), that the Grantors execute and deliver this Agreement to secure the Secured Obligations (as defined herein).
D. Reference is made to the Intercreditor Agreement (as defined below), dated as of the date hereof, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (as administrative agent (the "ABL Agent") under the existing $750,000,000 ABL revolving credit facility (the "ABL Credit Agreement")), the Issuers, and the Guarantors, which delineates the relative priority of liens between ABL Priority Collateral and Notes Priority Collateral and governs certain rights and obligations of the respective secured parties with respect thereto.
E. Each Grantor will derive substantial direct and indirect benefit from the issuance of the Notes and the transactions contemplated by the Indenture, and it is in the best interests of each Grantor to execute this Agreement.
F. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABL Agent" means Velthorn National Bank, N.A., a national banking association, in its capacity as administrative agent under the ABL Credit Agreement, together with its successors and assigns in such capacity.
"ABL Credit Agreement" means that certain Credit Agreement, dated as of June 30, 2023, among the Issuers, the Guarantors party thereto, Velthorn National Bank, N.A. as administrative agent and collateral agent, and the lenders party thereto, providing for a $750,000,000 senior secured asset-based revolving credit facility (as amended, restated, supplemented, refinanced, replaced, or otherwise modified from time to time), maturing on June 30, 2028. As of the date hereof, approximately $470,000,000 is drawn under the ABL Credit Agreement.
"ABL Priority Collateral" means accounts receivable, inventory, deposit accounts, and related proceeds, products, and supporting obligations constituting "ABL Priority Collateral" as defined in the Intercreditor Agreement.
"Account" has the meaning assigned to such term in Article 9 of the UCC.
"Agreement" means this Pledge and Security Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.
"Chattel Paper" has the meaning assigned to such term in Article 9 of the UCC, and includes both electronic chattel paper and tangible chattel paper.
"Co-Issuer" means Dunmore upstream Finance Corp., a Delaware corporation, EIN 93-4728106.
"Collateral" means all property and assets described in Article II of this Agreement, together with all Proceeds and products thereof.
"Collateral Agent" means Northgate Trust Company, N.A., a national banking association, EIN 13-6520098, acting in its capacity as collateral agent under this Agreement and the Indenture, and its successors and assigns in such capacity. The Collateral Agent's address for purposes of this Agreement is 100 Wall Street, Suite 1600, New York, New York 10005, Attention: William Kerrigan, Vice President — Corporate Trust.
"Commercial Tort Claims" has the meaning assigned to such term in Article 9 of the UCC.
"Deposit Account" has the meaning assigned to such term in Article 9 of the UCC.
"Documents" has the meaning assigned to such term in Article 9 of the UCC.
"Equipment" has the meaning assigned to such term in Article 9 of the UCC.
"Equity Interests" means any and all shares of capital stock, membership interests, partnership interests (whether general or limited), limited liability company interests, or other equity ownership interests in any person, and any and all warrants, options, rights, or other instruments convertible into or exchangeable for any of the foregoing.
"Event of Default" has the meaning assigned to such term in the Indenture.
"FCPA" means the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.).
"General Intangibles" has the meaning assigned to such term in Article 9 of the UCC.
"Grantors" means, collectively, DEH, DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc., and each of their successors and assigns, and "Grantor" means any one of them individually.
"Guarantee" means each guarantee of the Notes by a Guarantor pursuant to Article X of the Indenture.
"Holders" means the holders of the Notes from time to time.
"Hydrocarbon Offtake Contracts" means material contracts for the sale, purchase, exchange, processing, transportation, or marketing of crude oil, natural gas, natural gas liquids, condensate, and refined products entered into by any Grantor or any subsidiary thereof, including those contracts listed on Schedule III hereto.
"Indenture" means the Indenture, dated as of May 15, 2025, among DEH, as Issuer, DUFC, as Co-Issuer, the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the 9.375% Senior Secured Notes due 2032, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Insurance Proceeds" means all proceeds of insurance policies maintained by any Grantor with respect to the Collateral, including proceeds of casualty insurance, liability insurance, business-interruption insurance, and any other insurance policies, whether such proceeds are payable by reason of loss, damage, destruction, or otherwise.
"intellectual Property" means all trademarks, service marks, trade names, trade dress, and associated goodwill; all patents and patent applications; all copyrights and copyright registrations; all trade secrets, proprietary know-how, and confidential business information; all domain names; and all licenses, sublicenses, and other agreements relating to any of the foregoing, in each case whether now owned or hereafter acquired by any Grantor.
"Intercompany Notes" means all promissory notes, whether demand or term, evidencing intercompany receivables among the Grantors and their respective subsidiaries and affiliates.
"Intercompany Receivables" means all receivables owing from any subsidiary or affiliate of any Grantor to such Grantor, whether evidenced by promissory note, open account, or otherwise.
"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, the Guarantors, and the other parties thereto from time to time, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Inventory" has the meaning assigned to such term in Article 9 of the UCC.
"Investment Property" has the meaning assigned to such term in Article 9 of the UCC, and includes securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts.
"Issuer" means Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands.
"Letter-of-Credit Rights" has the meaning assigned to such term in Article 9 of the UCC.
"Notes" means the 9.375% Senior Secured Notes due 2032 in aggregate principal amount of $850,000,000, issued pursuant to the Indenture, together with any additional Notes issued under the Indenture from time to time in compliance with the terms thereof.
"Notes Priority Collateral" means all property, plant, and equipment; equity interests; intellectual property; material contracts (including Hydrocarbon Offtake Contracts); intercompany receivables; and other collateral constituting "Notes Priority Collateral" as defined in the Intercreditor Agreement.
"Obligations" or "Secured Obligations" means all present and future indebtedness, liabilities, and obligations of the Issuers and the Guarantors, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, arising under or in connection with the Notes, the Indenture, this Agreement, the other Security Documents, and any other document or instrument executed in connection therewith, including all principal, premium (if any), interest (including interest accruing after the commencement of any insolvency or bankruptcy proceeding, whether or not such interest constitutes an allowed claim in such proceeding), fees, costs, charges, expenses, indemnification obligations, and other amounts owing thereunder or in respect thereof.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Payment Intangibles" has the meaning assigned to such term in Article 9 of the UCC.
"Permitted Liens" has the meaning assigned to such term in the Indenture.
"Pledged Equity" means the Equity Interests described on Schedule I hereto, together with any additional Equity Interests hereafter pledged pursuant to this Agreement or any supplement hereto.
"Proceeds" has the meaning assigned to such term in Article 9 of the UCC and, in any event, includes all cash and non-cash proceeds of any collection, sale, exchange, or other disposition of, or realization upon, any Collateral.
"Sanctioned Person" means any person that is (i) listed on the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), or any other sanctions-related list maintained by OFAC, the EU Consolidated Sanctions List, or the UK Office of Financial Sanctions Implementation Consolidated List, (ii) a person located, organized, or resident in a Sanctioned Country, or (iii) a person owned or controlled by, or acting on behalf of, any person described in clause (i) or (ii).
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Security Documents" means, collectively, this Agreement, the Collateral Agreement (Nigeria), the Collateral Agreement (England), the Collateral Agreement (Senegal), and any other security agreement, pledge agreement, collateral assignment, mortgage, deed of trust, or other instrument or document executed and delivered pursuant to the Indenture to secure the Secured Obligations.
"Software" has the meaning assigned to such term in Article 9 of the UCC.
"Supporting Obligations" has the meaning assigned to such term in Article 9 of the UCC.
"Trustee" means Northgate Trust Company, N.A., in its capacity as trustee under the Indenture, and its successors and assigns in such capacity.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 — UCC Terms
Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings assigned to them in the UCC. References herein to "Articles" and "Sections" of the UCC are references to Articles and Sections of Article 9 of the UCC, unless the context otherwise requires. In the event that any term is defined differently in different Articles of the UCC, the definition set forth in Article 9 shall control for purposes of this Agreement.
Section 1.03 — Rules of Construction
(a) References herein to the Indenture, the Intercreditor Agreement, and each other Security Document shall incorporate by reference all defined terms set forth therein, unless the context otherwise requires or unless such terms are separately defined herein.
(b) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(c) The word "including" (and with correlative meaning, "include" and "includes") means including without limitation.
(d) References to "Sections," "Articles," "Schedules," and "Exhibits" are to Sections, Articles, Schedules, and Exhibits of this Agreement, unless the context otherwise requires.
(e) Words in the singular include the plural, and words in the plural include the singular.
(f) References to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(g) References to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and shall include any rules and regulations promulgated under such law.
(h) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.
ARTICLE II — GRANT OF SECURITY INTEREST
Section 2.01 — Grant
Each Grantor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Holders of the Notes and the Trustee, a continuing first-priority security interest in and lien upon all of the following property and assets of such Grantor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Collateral"):
(a) Equity Interests. All Equity Interests now owned or hereafter acquired by such Grantor in each Guarantor subsidiary and each other subsidiary or affiliate to the extent required to be pledged under the Indenture, including without limitation:
(i) 100% of the membership interests of Dunmore Gulf Operations LLC, a Delaware limited liability company;
(ii) 100% of the membership interests of Dunmore Renewables LLC, a Delaware limited liability company;
(iii) 100% of the issued and outstanding shares of capital stock of Dunmore Midstream Holdings Inc., a Delaware corporation;
(iv) 100% of the ordinary shares of Dunmore Nigeria E&P Ltd. (to the extent pledgeable under Nigerian law and subject to the separate Nigerian Collateral Agreement);
(v) 100% of the ordinary shares of Dunmore Senegal S.A. (to the extent pledgeable under Senegalese law and subject to the separate Senegalese Collateral Agreement);
(vi) 100% of the ordinary shares of Dunmore Trading Ltd. (to the extent pledgeable under English law and subject to the separate English Collateral Agreement);
(vii) all certificates, if any, representing any of the foregoing Equity Interests;
(viii) all options, warrants, rights, and other instruments convertible into or exchangeable for any of the foregoing Equity Interests;
(ix) all dividends, distributions, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the foregoing Equity Interests; and
(x) all additional Equity Interests from time to time acquired by such Grantor in any manner whatsoever.
All Equity Interests pledged hereunder are listed in detail on Schedule I attached hereto.
(b) Accounts and Receivables. All accounts, accounts receivable, and other rights to payment of whatever kind (including health-care-insurance receivables), whether or not earned by performance, together with all guarantees and security for any of the foregoing, and all goods and services giving rise thereto, in each case subject to the designation of such assets as ABL Priority Collateral under the Intercreditor Agreement to the extent applicable.
(c) Intercompany Receivables. All intercompany receivables and intercompany notes owing to any Grantor from any subsidiary or affiliate, in each case whether evidenced by promissory note, open account, or otherwise, and whether now existing or hereafter arising, including all Intercompany Notes.
(d) Chattel Paper. All chattel paper, including electronic chattel paper and tangible chattel paper.
(e) Deposit Accounts. All deposit accounts, including all funds and financial assets on deposit therein or credited thereto, subject to the designation of certain deposit accounts as ABL Priority Collateral under the Intercreditor Agreement to the extent applicable.
(f) Documents. All documents of title, including warehouse receipts, bills of lading, and similar documents.
(g) Equipment. All equipment, machinery, fixtures, vehicles, furniture, furnishings, tools, spare parts, and other tangible personal property of every kind and description, whether now owned or hereafter acquired, together with all accessions, additions, attachments, components, parts, replacements, and substitutions relating thereto or affixed thereto.
(h) General Intangibles. All general intangibles of every kind and description, including payment intangibles, software, goodwill, customer lists, choses in action, claims, tax refunds, tax refund claims, and all rights of any kind whatsoever.
(i) Instruments. All instruments, including promissory notes, drafts, acceptances, and Intercompany Notes, whether now held or hereafter acquired.
(j) intellectual Property. All intellectual property, including all trademarks, service marks, trade names, and trade dress, together with the goodwill associated therewith; all patents and patent applications; all copyrights and copyright registrations; all trade secrets; all licenses, sublicenses, and license agreements; and all domain names, internet addresses, and social media accounts.
(k) Inventory. All inventory, including raw materials, work-in-process, finished goods, supplies, and merchandise, together with all documents of title covering any of the foregoing, subject to the designation of inventory as ABL Priority Collateral under the Intercreditor Agreement to the extent applicable.
(l) Investment Property. All investment property, including all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts.
(m) Letter-of-Credit Rights. All letter-of-credit rights, including rights to payment or performance under any letter of credit.
(n) Material Hydrocarbon Offtake Contracts. All material contracts for the sale, purchase, exchange, processing, transportation, or marketing of crude oil, natural gas, condensate, natural gas liquids, and related hydrocarbons, including, without limitation, the contracts listed on Schedule III hereto, together with all rights to payment, performance, and other benefits arising thereunder.
(o) Insurance Proceeds. All proceeds of insurance policies maintained by any Grantor covering or relating to any Collateral, including proceeds of casualty insurance, liability insurance, and business-interruption insurance, whether such proceeds are payable by reason of loss, damage, destruction, or otherwise.
(p) Commercial Tort Claims. All commercial tort claims described on Schedule IV hereto, and any commercial tort claims hereafter arising, upon the giving of notice to the Collateral Agent as provided in Section 4.11 and the execution of a supplement to this Agreement granting a security interest therein.
(q) Books and Records. All books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical data, computer programs, computer tapes, computer disks, and other documents and data relating to any of the foregoing Collateral.
(r) Supporting Obligations. All supporting obligations relating to any of the foregoing, including all guarantees, standby letters of credit, and other forms of credit support.
(s) Proceeds and Products. All proceeds and products of any and all of the foregoing Collateral, in any form, including all cash and non-cash proceeds of any collection, sale, exchange, or other disposition of, or realization upon, any of the foregoing, and all insurance proceeds and condemnation awards related thereto.
Notwithstanding the foregoing, the term "Collateral" shall not include (i) any Equity Interest in any Excluded Subsidiary (as defined in the Indenture) to the extent that the pledge thereof is not required under the Indenture, (ii) any asset to the extent that the grant of a security interest therein is prohibited by applicable law (other than to the extent that the UCC or other applicable law renders such prohibition unenforceable), (iii) any Equity Interest in a joint venture to the extent that the pledge thereof would violate the organizational documents of such joint venture and such restriction on pledging is not rendered unenforceable by the UCC, or (iv) any intent-to-use trademark application to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under the Lanham Act (15 U.S.C. § 1051 et seq.).
Section 2.02 — Security Interest Absolute
The obligations of each Grantor under this Agreement, and the security interests granted hereunder, are unconditional and absolute and shall not be affected by any circumstance whatsoever, including, without limitation:
(a) any lack of validity or enforceability of the Indenture, the Notes, or any other Security Document;
(b) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations;
(c) any amendment, supplement, modification, waiver, or consent with respect to the Indenture, the Notes, or any other Security Document;
(d) any exchange, release, or non-perfection of any other Collateral, or any release or amendment or waiver of, or consent to departure from, any other guarantee for all or any of the Secured Obligations;
(e) any exercise, non-exercise, or waiver of any right, remedy, power, or privilege under or in respect of this Agreement, the Indenture, the Notes, or any other Security Document; or
(f) any other circumstance that might otherwise constitute a defense available to, or a discharge of, a grantor, guarantor, or surety.
Each Grantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency, or bankruptcy of any Grantor, any right to require a proceeding first against any Grantor, protest, notice, and all demands whatsoever, and covenants that this Agreement will not be discharged except by the complete and final payment and performance of the Secured Obligations, subject to Section 8.10.
Section 2.03 — Intercreditor Agreement
(a) The security interests granted under this Agreement are subject in all respects to the terms and conditions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern and control to the extent of such conflict or inconsistency. Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement.
(b) The Collateral Agent, each Grantor, and each Holder acknowledge and agree that with respect to ABL Priority Collateral (including accounts receivable, inventory, and deposit accounts designated as ABL Priority Collateral), the lien of the ABL Agent under the ABL Credit Agreement shall be senior to and have priority over the lien of the Collateral Agent hereunder. With respect to Notes Priority Collateral (including property, plant and equipment, Equity Interests, intellectual property, material contracts, and intercompany receivables), the lien of the Collateral Agent hereunder shall be senior to and have priority over the lien of the ABL Agent under the ABL Credit Agreement.
(c) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not exercise any rights or remedies with respect to ABL Priority Collateral except in accordance with and subject to the terms of the Intercreditor Agreement, including any applicable standstill periods set forth therein.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Holders and the Trustee, as follows:
Section 3.01 — Organization and Standing
Each Grantor is duly organized, validly existing, and in good standing (or the equivalent thereof, where applicable) under the laws of its respective jurisdiction of organization, as follows:
(a) Dunmore Energy Holdings Ltd.: an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (Registrar of Companies Registration No. MC-384726);
(b) Dunmore upstream Finance Corp.: a corporation duly incorporated and validly existing under the laws of the State of Delaware (EIN 93-4728106);
(c) Dunmore Gulf Operations LLC: a limited liability company duly formed and validly existing under the laws of the State of Delaware;
(d) Dunmore Renewables LLC: a limited liability company duly formed and validly existing under the laws of the State of Delaware; and
(e) Dunmore Midstream Holdings Inc.: a corporation duly incorporated and validly existing under the laws of the State of Delaware.
Each Grantor has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties, to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement.
Section 3.02 — Authorization; Enforceability
The execution, delivery, and performance by each Grantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Grantor. This Agreement has been duly executed and delivered by each Grantor and constitutes a legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity, whether considered in a proceeding at law or in equity (including concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforceability is considered in a proceeding at law or in equity.
Section 3.03 — No Conflict
The execution, delivery, and performance by each Grantor of this Agreement, and the granting of the security interests hereunder, do not and will not (i) violate, contravene, or conflict with the certificate or articles of incorporation, certificate of formation, limited liability company agreement, bylaws, or other organizational documents of such Grantor, (ii) violate, contravene, or conflict with any applicable law, statute, rule, regulation, order, writ, injunction, or decree of any governmental authority binding on such Grantor or its property, or (iii) result in any breach of, or constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, or result in the creation or imposition of any lien (other than Permitted Liens and the liens created hereunder) upon any property of such Grantor under, any material agreement, indenture, mortgage, deed of trust, or other instrument to which such Grantor is a party or by which such Grantor or its property is bound.
Section 3.04 — Ownership of Collateral
Each Grantor is the legal and beneficial owner of, or has rights in, all Collateral purported to be pledged by it hereunder, free and clear of all liens, security interests, claims, charges, options, and encumbrances of any kind whatsoever, other than (i) Permitted Liens and (ii) the liens and security interests created pursuant to this Agreement, the Intercreditor Agreement, and the other Security Documents. No effective financing statement, security agreement, or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office, except for (x) financing statements filed in connection with Permitted Liens and (y) financing statements filed or to be filed in connection with the security interests granted hereunder and under the ABL Credit Agreement.
Section 3.05 — Perfection
(a) Upon (i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. as debtors and the Collateral Agent as secured party), (ii) the delivery to the Collateral Agent of possession of all certificated securities and negotiable instruments constituting Collateral, together with duly executed stock powers or instruments of transfer endorsed in blank, and (iii) the execution and delivery of control agreements with respect to securities accounts constituting Notes Priority Collateral, the security interests granted hereunder will constitute perfected security interests in the Collateral, having first priority (subject to Permitted Liens and the provisions of the Intercreditor Agreement relating to ABL Priority Collateral).
(b) No other filings, registrations, recordings, or actions under the laws of the State of New York, the State of Delaware, or any other jurisdiction in the United States are required for the perfection of the security interests granted hereunder, except as expressly noted herein or as may be required with respect to (i) intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, (ii) fixtures filings in the applicable real property recording offices, and (iii) the filing of UCC-1 financing statements in such other jurisdictions as may be required under Section 9-301 of the UCC with respect to any Grantor organized in a jurisdiction other than Delaware.
Section 3.06 — Locations and Names
(a) Each Grantor's jurisdiction of organization, organizational identification number, employer identification number, chief executive office, and other locations at which Collateral is maintained are accurately set forth on Schedule II attached hereto.
(b) The principal office of DUFC and each of the U.S. Guarantors is located at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056.
(c) No Grantor has changed its legal name, state or jurisdiction of organization, organizational identification number, or form of organization within the four (4) months preceding the date hereof, except as disclosed on Schedule II. No Grantor has used any trade name, assumed name, or fictitious name other than as disclosed on Schedule II.
Section 3.07 — Pledged Equity
(a) Schedule I hereto accurately and completely sets forth, as of the date hereof, the number, class, certificate number (if certificated), and percentage of all outstanding Equity Interests pledged hereunder, as well as the identity of the Grantor that owns such Equity Interests.
(b) All Pledged Equity has been duly authorized and validly issued, and, to the extent applicable under the laws of the jurisdiction of organization of the issuer thereof, is fully paid and nonassessable. No Grantor has granted, and there are no outstanding, options, warrants, rights to subscribe, conversion rights, or other agreements or commitments obligating any issuer of Pledged Equity to issue any additional Equity Interests or any securities convertible into or exchangeable for Equity Interests, other than as disclosed on Schedule I or as otherwise permitted under the Indenture.
(c) Each Grantor has the right and authority to pledge the Pledged Equity held by it on the terms set forth herein, and has taken all actions necessary or advisable under the organizational documents of each issuer of Pledged Equity to permit the pledge of such Pledged Equity and to permit the Collateral Agent to exercise the remedies provided herein with respect thereto.
Section 3.08 — Intercompany Receivables
All Intercompany Receivables of each Grantor are genuine, arise in the ordinary course of business, represent bona fide obligations of the obligors thereunder, and are not subject to any material dispute, defense, setoff, counterclaim, or recoupment. Each Intercompany Note, to the extent executed and delivered, has been duly authorized by all necessary corporate, limited liability company, or other organizational action of the obligor thereunder.
Section 3.09 — Material Hydrocarbon Offtake Contracts
(a) Schedule III hereto accurately and completely lists all material Hydrocarbon Offtake Contracts to which any Grantor is a party as of the date hereof.
(b) Each such Hydrocarbon Offtake Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable Grantor and, to such Grantor's knowledge, of each other party thereto, enforceable in accordance with its terms, subject to customary enforceability exceptions.
(c) No material default or event of default exists under any such Hydrocarbon Offtake Contract on the part of the applicable Grantor or, to such Grantor's knowledge, on the part of any other party thereto. No Grantor has received or given any written notice of termination, material breach, or material default under any such Hydrocarbon Offtake Contract.
Section 3.10 — Insurance
(a) Each Grantor maintains insurance covering the Collateral in such amounts, with such deductibles, against such risks, and with such insurance companies or associations as are required by the Indenture and as are consistent with the practices of prudent operators in the energy industry.
(b) The assignment of Insurance Proceeds under this Agreement is permitted under the applicable insurance policies maintained by each Grantor, subject to any required carrier consent which has been or will be obtained on or prior to the Closing Date or within 90 days thereafter.
Section 3.11 — Intellectual Property
(a) Schedule V hereto sets forth all material intellectual Property owned by the Grantors, including all material registered trademarks, patents, and copyrights, together with the applicable registration numbers and jurisdictions.
(b) To the knowledge of each Grantor, there are no pending or threatened claims, actions, or proceedings alleging that any Grantor's use of its intellectual Property infringes upon or otherwise violates the intellectual property rights of any third party.
(c) To the knowledge of each Grantor, no third party is infringing upon or otherwise violating any intellectual Property owned by any Grantor in any material respect.
Section 3.12 — Commercial Tort Claims
All commercial tort claims of each Grantor with a reasonably estimated value in excess of $5,000,000 are described on Schedule IV hereto. As of the date hereof, except as set forth on Schedule IV, no Grantor has any pending commercial tort claims with a reasonably estimated value in excess of $5,000,000.
Section 3.13 — OFAC and Sanctions Compliance
(a) No Grantor, nor any of its respective directors, officers, employees, or, to the knowledge of such Grantor, affiliates, is a Sanctioned Person. No Collateral constitutes or is derived from property or interests in property of a Sanctioned Person.
(b) No Grantor has engaged in, and no Grantor will engage in, any transaction, investment, dealing, or activity with any person, entity, or country that is the target of or subject to sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or the UK Office of Financial Sanctions Implementation ("OFSI"), or that would otherwise cause any Holder or the Collateral Agent to be in violation of any such sanctions.
(c) Sandoval Compliance Solutions LLC completed a comprehensive sanctions screening of all Grantors, their respective officers and directors, material counterparties under the Hydrocarbon Offtake Contracts, and joint venture partners on April 25, 2025. Such screening covered the SDN List, the SSI List, the EU Consolidated Sanctions List, the UK OFSI Consolidated List, and other applicable restricted-party lists. No hits or potential matches were identified in such screening.
ARTICLE IV — COVENANTS
Each Grantor covenants and agrees with the Collateral Agent, for the benefit of the Holders and the Trustee, as follows:
Section 4.01 — Maintenance of Collateral
Each Grantor shall (a) maintain the Collateral in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs, replacements, and renewals to the Collateral as are consistent with prudent industry practice, and (c) comply in all material respects with all laws, rules, regulations, ordinances, and orders of any governmental authority applicable to the Collateral, including all environmental, health, and safety laws and regulations.
Section 4.02 — Further Assurances; Financing Statements
(a) Each Grantor shall, from time to time, at its own expense, execute, deliver, file, and record any and all further instruments, documents, and agreements, and take such further action, as the Collateral Agent may reasonably request in order to (i) create, perfect, preserve, and protect the security interests and liens granted or purported to be granted hereunder, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, and (iii) otherwise effectuate the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor shall execute and deliver, or cause to be executed and delivered, such UCC-1 financing statements, continuation statements, amendments, and other filings as the Collateral Agent may reasonably request.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent to file in any relevant jurisdiction one or more UCC financing statements (including amendments and continuations thereof) naming such Grantor as debtor and the Collateral Agent as secured party and describing the Collateral, without the signature of such Grantor, to the extent permitted by applicable law. Each Grantor acknowledges that it is not authorized to, and will not, file any correction statement, amendment, or termination statement with respect to any financing statement filed pursuant to this Section 4.02 without the prior written consent of the Collateral Agent.
(c) UCC-1 financing statements shall be filed with the Secretary of State of the State of Delaware naming each of DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. as debtor and the Collateral Agent as secured party, describing the Collateral. Additional filings shall be made in such other offices and jurisdictions as the Collateral Agent may reasonably determine to be necessary or advisable for the perfection and protection of the security interests granted hereunder.
Section 4.03 — Changes in Name, Jurisdiction, or Structure
No Grantor shall (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational identification number or employer identification number, or (d) change its form or type of entity (including by way of merger, consolidation, conversion, or reorganization), in each case without providing at least thirty (30) days' prior written notice to the Collateral Agent and, prior to or concurrently with such change, delivering to the Collateral Agent all updated UCC financing statements and other filings as may be necessary to maintain the perfection and priority of the security interests granted hereunder.
Section 4.04 — Restrictions on Liens and Dispositions
(a) No Grantor shall create, incur, assume, or suffer to exist any lien, security interest, mortgage, pledge, charge, or encumbrance of any kind on any Collateral, except for Permitted Liens.
(b) No Grantor shall sell, lease, transfer, assign, convey, or otherwise dispose of any Collateral, or agree to do any of the foregoing, except as permitted by the Indenture. Any disposition of Collateral in accordance with the Indenture shall result in an automatic release of the security interest and lien on such Collateral in accordance with Section 8.10.
Section 4.05 — Pledged Equity
(a) Each Grantor shall cause each issuer of Pledged Equity to maintain its existence in good standing under the laws of its jurisdiction of organization and to preserve and maintain all rights, franchises, and privileges necessary or desirable in the normal conduct of its business.
(b) No Grantor shall permit any dilution of the Pledged Equity, whether by the issuance of additional Equity Interests, the granting of options, warrants, or convertible securities, or otherwise, except as permitted by the Indenture.
(c) Each Grantor shall deliver to the Collateral Agent, on or prior to the date hereof (or, in the case of Pledged Equity hereafter acquired, promptly upon acquisition), all certificates, if any, representing Pledged Equity, together with undated stock powers or instruments of transfer duly executed in blank by such Grantor. In the case of uncertificated Pledged Equity, each Grantor shall take such action as may be necessary or advisable to perfect the Collateral Agent's security interest therein, including the registration of the Collateral Agent's security interest on the books of the applicable issuer or the execution and delivery of an acknowledgment agreement by the applicable issuer.
(d) If any Grantor shall receive any additional Equity Interests (whether by purchase, dividend, distribution, or otherwise) in any entity that is required to be pledged hereunder, such Grantor shall promptly deliver to the Collateral Agent (i) any certificates representing such additional Equity Interests, accompanied by undated stock powers executed in blank, and (ii) an updated Schedule I reflecting such additional Equity Interests.
Section 4.06 — Intercompany Receivables
(a) No Grantor shall amend, modify, waive, or release any material term of any Intercompany Receivable or Intercompany Note without the prior written consent of the Collateral Agent, unless such amendment, modification, waiver, or release is permitted by the Indenture.
(b) Each Grantor shall deliver to the Collateral Agent all original promissory notes and other instruments evidencing Intercompany Receivables in excess of $10,000,000, duly endorsed in blank or accompanied by undated instruments of transfer duly executed in blank, for the benefit of the Collateral Agent. Such delivery shall occur on or prior to the date hereof with respect to Intercompany Receivables existing as of the date hereof, and promptly (but in no event later than ten (10) business days after the creation thereof) with respect to Intercompany Receivables arising after the date hereof.
(c) Each Grantor shall maintain complete and accurate records of all Intercompany Receivables and shall provide the Collateral Agent with such information regarding the Intercompany Receivables as the Collateral Agent may reasonably request from time to time.
Section 4.07 — Material Hydrocarbon Offtake Contracts
(a) No Grantor shall terminate, cancel, amend, modify, supplement, or waive any material provision of any Material Hydrocarbon Offtake Contract listed on Schedule III without the prior written consent of the Collateral Agent, unless such termination, cancellation, amendment, modification, supplement, or waiver is permitted by the Indenture.
(b) Each Grantor shall promptly (but in no event later than ten (10) business days after obtaining knowledge thereof) notify the Collateral Agent of (i) any default or event of default under any Material Hydrocarbon Offtake Contract, (ii) any termination or cancellation of any Material Hydrocarbon Offtake Contract, (iii) any material dispute arising under any Material Hydrocarbon Offtake Contract, and (iv) the entry into any new contract that would constitute a Material Hydrocarbon Offtake Contract.
(c) Each Grantor shall perform and comply in all material respects with its obligations under each Material Hydrocarbon Offtake Contract and shall use commercially reasonable efforts to enforce its rights thereunder.
Section 4.08 — Insurance
(a) Each Grantor shall maintain insurance covering the Collateral in accordance with the requirements of the Indenture, including such types, in such amounts, and with such insurance companies or associations as are required by the Indenture.
(b) Each Grantor shall cause the Collateral Agent to be named as loss payee (with respect to property and casualty insurance) or additional insured (with respect to liability insurance), as applicable, under all insurance policies covering the Collateral, in each case pursuant to a standard lender's loss payable endorsement or other endorsement satisfactory to the Collateral Agent.
(c) Each Grantor shall promptly notify the Collateral Agent of (i) any casualty loss or event of damage or destruction with respect to any Collateral to the extent such loss exceeds $5,000,000 and (ii) any cancellation, material modification, or non-renewal of any insurance policy covering the Collateral.
(d) All Insurance Proceeds received by any Grantor shall be applied in accordance with the provisions of the Indenture.
Section 4.09 — Deposit Accounts and Securities Accounts
(a) Subject to the Intercreditor Agreement, each Grantor shall maintain its deposit accounts and securities accounts as set forth on Schedule VI hereto and shall not open any new deposit account or securities account without providing prior written notice to the Collateral Agent.
(b) With respect to deposit accounts and securities accounts constituting Notes Priority Collateral, each Grantor shall, upon the request of the Collateral Agent, enter into deposit account control agreements or securities account control agreements, as applicable, in form and substance reasonably satisfactory to the Collateral Agent, for the purpose of perfecting the Collateral Agent's security interest therein.
(c) The Grantors acknowledge and agree that deposit accounts constituting ABL Priority Collateral are subject to the control of the ABL Agent pursuant to the Intercreditor Agreement and the ABL Credit Agreement, and the Collateral Agent shall not be required to enter into control agreements with respect to such accounts unless and until the ABL Credit Agreement is terminated or repaid in full.
Section 4.10 — Intellectual Property
(a) Each Grantor shall maintain and preserve all material intellectual Property owned by it, shall not abandon or permit the lapse of any material trademark registration, patent, or patent application without providing at least thirty (30) days' prior written notice to the Collateral Agent, and shall diligently prosecute and maintain all material trademark and patent applications and registrations.
(b) Each Grantor shall promptly notify the Collateral Agent of (i) any new material intellectual Property registrations or applications filed by or on behalf of such Grantor and (ii) any material infringement, misappropriation, or other violation of such Grantor's intellectual Property rights of which such Grantor becomes aware.
(c) Each Grantor shall execute and deliver such additional documents and instruments (including assignments, security agreements, and other filings with the United States Patent and Trademark Office, the United States Copyright Office, or other applicable governmental authorities) as the Collateral Agent may reasonably request in order to perfect the security interest in the intellectual Property.
Section 4.11 — Commercial Tort Claims
Each Grantor shall promptly (but in no event later than thirty (30) days after the initiation or assertion thereof) notify the Collateral Agent of any new commercial tort claim acquired or asserted by such Grantor with a reasonably estimated value in excess of $5,000,000. Upon such notification, such Grantor shall execute and deliver to the Collateral Agent a supplement to this Agreement, in form and substance reasonably satisfactory to the Collateral Agent, granting a security interest in such commercial tort claim and updating Schedule IV hereto.
Section 4.12 — Books and Records; Inspection
(a) Each Grantor shall maintain complete and accurate books and records relating to the Collateral, in form and detail sufficient to enable the Collateral Agent to verify the existence, value, and condition of the Collateral.
(b) The Collateral Agent and its agents, representatives, and designees shall have the right, at reasonable times and upon reasonable prior written notice (which notice shall not be required during the continuance of an Event of Default), to (i) inspect and examine the Collateral and the books and records of each Grantor relating thereto, (ii) make copies and abstracts of such books and records, and (iii) discuss the affairs, finances, accounts, and condition of such Grantor and the Collateral with such Grantor's officers, employees, and independent certified public accountants. During the continuance of an Event of Default, such inspections may be conducted at any time and without prior notice.
(c) All reasonable costs and expenses incurred by the Collateral Agent in connection with any such inspection or examination shall be borne by the applicable Grantor.
Section 4.13 — Use of Proceeds; Sanctions Covenant
(a) No Grantor shall use any Collateral, or permit the proceeds thereof to be used, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything of value to any person in violation of the FCPA, the UK Bribery Act 2010, or any other applicable anti-corruption law, (ii) for the purpose of financing or facilitating any activities, business, or transactions of or with any Sanctioned Person, or in any Sanctioned Country, in violation of applicable sanctions laws, (iii) in any manner that would result in a violation of any sanctions administered or enforced by OFAC, the U.S. Department of State, the European Union, the United Kingdom, or the United Nations, or (iv) in any other manner that would result in a violation of applicable anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.) and the USA PATRIOT Act (Title III of Pub. L. 107-56).
(b) Each Grantor shall maintain in effect and enforce policies and procedures designed to ensure compliance by such Grantor and its subsidiaries, affiliates, directors, officers, employees, and agents with all applicable sanctions, anti-money laundering, and anti-corruption laws and regulations.
Section 4.14 — Notices
Each Grantor shall provide prompt written notice to the Collateral Agent of:
(a) any material adverse change in the nature, composition, value, or condition of the Collateral;
(b) any levy, attachment, garnishment, execution, or other legal process levied, assessed, or applied against any Collateral having a value in excess of $5,000,000;
(c) any event or condition that could reasonably be expected to materially impair the security interest of the Collateral Agent in any material portion of the Collateral or materially and adversely affect the value of any material portion of the Collateral;
(d) any change of control or ownership of any Grantor or any issuer of Pledged Equity; and
(e) any claim, action, or proceeding affecting any material portion of the Collateral or the security interests granted hereunder.
ARTICLE V — RIGHTS OF THE COLLATERAL AGENT
Section 5.01 — Power of Attorney
(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer, employee, or agent of the Collateral Agent, with full power of substitution and revocation, as such Grantor's true and lawful attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, to take any and all actions and to execute any and all documents and instruments that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement and to perfect, protect, or enforce the security interests granted hereunder, including, without limitation:
(i) to ask, demand, collect, receive, give acquittances, receipts, and discharges for, and to sue for, compromise, settle, or adjust any amounts due or owing with respect to the Collateral;
(ii) to receive, open, and dispose of all mail addressed to such Grantor and to notify postal and other authorities to change the address for delivery of mail to such Grantor;
(iii) to execute and file any and all financing statements, continuation statements, amendments, assignments, and other documents and instruments necessary or advisable to perfect, preserve, or protect the security interests granted hereunder;
(iv) to endorse any checks, notes, drafts, instruments, or other items of payment payable to such Grantor that constitute Collateral;
(v) to sign such Grantor's name on any invoice or bill of lading relating to any Collateral, on drafts against customers, assignments of accounts and other receivables, verifications of accounts, and notices to customers;
(vi) to exercise and enforce any rights under any insurance policy covering the Collateral; and
(vii) to take any and all other actions that the Collateral Agent deems necessary or advisable to protect, preserve, or realize upon the Collateral and the security interests granted hereunder.
(b) This power of attorney is coupled with an interest, is irrevocable, and shall not be affected by any subsequent disability or incapacity of any Grantor. Each Grantor hereby ratifies, to the extent permitted by law, all that such attorney-in-fact shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not exercise the power of attorney granted in this Section 5.01 unless an Event of Default has occurred and is continuing (except with respect to the filing of financing statements and other perfection-related actions, which may be taken at any time).
Section 5.02 — Performance by Collateral Agent
If any Grantor fails to perform any covenant, agreement, or obligation contained in this Agreement, the Collateral Agent may (but shall not be obligated to) itself perform, or cause the performance of, such covenant, agreement, or obligation, and all costs, fees, and expenses incurred by the Collateral Agent in connection therewith (including reasonable attorneys' fees and expenses) shall be payable by such Grantor on demand and shall constitute additional Secured Obligations secured by the Collateral. The Collateral Agent shall not be liable for any acts or omissions or for any error of judgment or mistake of fact or law in connection with any action taken or omitted to be taken pursuant to this Section 5.02, except for its own gross negligence or willful misconduct.
Section 5.03 — Voting Rights
(a) Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity owned by it, or any part thereof, for any purpose not inconsistent with the terms of this Agreement, the Indenture, or any other Security Document; provided that no Grantor shall exercise any such right in any manner that would have a material adverse effect on the value of any Pledged Equity or that would be inconsistent with or result in a violation of any provision of this Agreement, the Indenture, or any other Security Document.
(b) During the Continuance of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, upon written notice to the applicable Grantor, to exercise (or to direct the exercise of) all voting and other consensual rights pertaining to the Pledged Equity, including the right to vote, give consents, waivers, or ratifications, and to take or refrain from taking any corporate, limited liability company, or other action in respect thereof. Each Grantor hereby irrevocably grants the Collateral Agent an irrevocable proxy, coupled with an interest, to exercise all such voting and consensual rights during the continuance of an Event of Default. Such proxy shall be effective automatically upon the occurrence of an Event of Default and shall terminate upon the cure or waiver thereof.
Section 5.04 — Dividends and Distributions
(a) Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing, each Grantor sh