Extract to table

Abayomi Chambers has confirmed, in a legal opinion letter dated April 20, 2025, that: (i) the creation of a security charge (fixed and floating) over DNEPL's assets, including its contractual rights under the OML 47 PSC, does not constitute an "assignment" or "transfer" of the contractor's participating interest within the meaning of the PSC's assignment provisions, and accordingly does not require NNPC or ministerial consent at the time of grant; (ii) however, any enforcement of the security charge that results in an actual transfer of the contractor's participating interest under the PSC — whether through a sale of the charged assets, the appointment of a receiver, or any other enforcement mechanism — would constitute a transfer requiring NNPC and ministerial consent; and (iii) any foreclosure sale or other enforcement disposition must comply with applicable Nigerian law, including the requirements of the Petroleum Industry Act, 2021, and the regulations promulgated thereunder

The operator is required to prepare and submit annual work programs and budgets for approval by the operating committee

The distinction between the contracts themselves (Notes Priority Collateral) and the receivables arising under the contracts (ABL Priority Collateral, once deposited into collection accounts) is a key feature of the Intercreditor Agreement and must be clearly described in the OM

The ABL credit agreement includes the following financial maintenance covenants, which are tested on a quarterly basis: (i) Minimum Current Ratio: The borrower must maintain a minimum current ratio (current assets divided by current liabilities) of not less than 1

Relevance to Offering: The incurrence of the $850,000,000 in Notes must comply with the ABL credit agreement covenants, as described above

ABL Priority Collateral (receivables, inventory, deposit accounts) and Notes Priority Collateral (PP&E, equity interests, intellectual property, material contracts) are defined by reference to the Intercreditor Agreement, and the OM must clearly describe this allocation