CONTRACT MADE THIS 23RD DAY OF JUNE 2008 BETWEEN KOSMOS ENERGY GHANA HC AND NOBLE ENERGY EG LTD. AND ALPHA OFFSHORE DRILLING SERVICES COMPANY FOR OPERATIONS OFFSHORE GHANA AND EQUATORIAL GUINEA (ATW NO. 08-006)

Exhibit 10.7

CONTRACT MADE THIS 23RD DAY OF JUNE 2008

BETWEEN

KOSMOS ENERGY GHANA HC
AND
NOBLE ENERGY EG LTD.
AND
ALPHA OFFSHORE DRILLING SERVICES COMPANY

FOR OPERATIONS OFFSHORE GHANA AND EQUATORIAL GUINEA

(ATW NO. 08-006)

OFFSHORE DRILLING CONTRACT

BETWEEN

Kosmos Energy Ghana HC and Noble Energy EG Ltd.

AND

Alpha Offshore Drilling Services Company

Utilizing the “▇▇▇▇▇▇ ▇▇▇▇▇▇”

kosmos/Noble/Alpha Drilling Contract Executed 23 June 2008

ATW No. 08-006

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OFFSHORE DRILLING CONTRACT

TABLE OF CONTENTS

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EXHIBIT A — SCOPE OF WORK

EXHIBIT B — INDEPENDENT CONTRACTOR HEALTH, ENVIRONMENTAL AND SAFETY GUIDELINES

EXHIBIT C      DRUG, ALCOHOL AND SEARCH POLICY

EXHIBIT D — COMPENSATION

EXHIBIT E - RIG SHARING AGREEMENT

EXHIBIT F - INVOICING PROCEDURES - KOSMOS

EXHIBIT G -  BUSINESS CONDUCT - FCPA

EXHIBIT H -  PARENT COMPANY GUARANTEE

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OFFSHORE DRILLING CONTRACT

This OFFSHORE DRILLING CONTRACT (“Contract”) dated as of June 23, 2008 (the “Effective Date”) is made by and between Kosmos Energy Ghana HC a company, with offices at ▇▇▇▇▇▇▇ House, 75 Fort Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands (hereinafter referred to as “Kosmos” or “Company” as appropriate); Noble Energy EG Ltd., a company with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as “Noble” or “Company” as appropriate) and Alpha Offshore Drilling Services Company, a Cayman Islands company, with its registered office located at M&C Corporate Services Ltd., ▇.▇. ▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ House, South Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands (hereinafter referred to as “Contractor”).

RECITALS

A.                                   Contractor is a drilling contractor and Contractor represents that it has a deepwater, moored semi-submersible Drilling Unit, appropriate equipment in good working order and qualified, trained personnel capable of carrying out Operations in a good and workmanlike manner and in various locations offshore Ghana (for Kosmos as Company) and Equatorial Guinea (for Noble as Company) where Company desires Services, including but not limited to, the performance of offshore drilling services, which may include drilling, working over, logging, testing, completing, deepening or abandoning ▇▇▇▇▇ under the terms and conditions set out in this Contract.

B.                                     Contractor has significant experience relevant to these offshore drilling services, has appropriate equipment in good working order, and desires, itself and through subcontractors, to provide these services for the benefit of Company under the terms and conditions set out in this Contract.

C.                                     Kosmos and Noble have agreed to share the use of the Drilling Unit for a 1,240 days drilling program (exclusive of Mobilization) offshore Ghana (for Kosmos for approximately 810 days) and Equatorial Guinea (for Noble for approximately 430 days) with a one (1) year option.

D.                                    In consideration of the mutual promises set out in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Noble, Kosmos, and Contractor agree to be bound by the terms of this Contract.

AGREEMENT

1.                                 DEFINITIONS, INTERPRETATION AND EXHIBITS

1.1                                             Definitions. As used in this Contract, these words or expressions have the following meanings:

“Affiliate” means any legal entity which controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to “control” another if it owns directly or indirectly at least fifty percent of either of the following:

(A)   The shares entitled to vote at a general election of directors of such other entity.

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(B)   The voting interest in such other entity if such entity does not have either shares or directors.

“Area of Operations” means the areas described in Exhibit A — Scope of Work where any member of Contractor Group performs or is expected to perform the Services.

“Claim” means any claim, liability, loss, demand, damages, Lien, cause of action of any kind, obligation, costs, royalty, fees, assessments, penalties, fines, judgment, interest and award (including legal counsel fees and costs of litigation legally recoverable by the Person asserting the original Claim), whether arising by law, contract, tort, or otherwise, and including any Claim arising out of ingress, egress, loading, or unloading of personnel or cargo.

“Commencement Date” means the date on which all of the following requirements have occurred:

(A)          The Drilling Unit has commenced mobilization pursuant to Section 2.4 herein and is one (1) nautical mile from Noble’s Affiliate’s last well location in Israel.

(B)           All inspections, certifications and tests specified in Attachments A4, A5, A6 and A7 of Exhibit A — Scope of Work together with any repairs or replacement of parts or equipment necessary after such inspections, certifications or tests in accordance with Sections 5.7 and 6.2 of this Contract have been satisfactorily completed.

(C)           Contractor obtains all necessary permits and licenses required to conduct the Services, except those required under the Contract to be obtained by Company.

“Company” means Kosmos in connection with Kosmos’ use of the Drilling Unit and Noble in connection with Noble’s use of the Drilling Unit.

“Company Group” means Company, Company’s Affiliates, Joint Interest Owners and their Affiliates, and the directors, officers and employees of all of them, and any other Person (excluding Contractor Group, Company’s contractors and their subcontractors and the employees of those contractors and subcontractors) whose presence in the Area of Operations is by invitation of any member of Company Group.

“Company Representative” means the person identified as the Company Representative, as set out in the Exhibit A — Scope of Work to this Contract, or any other person replacing that individual as Company Representative in accordance with Section 22.2(B).

“Contract Information” means all information (including business, technical and other information), data, knowledge, works and ideas that are provided or made available to Contractor by Company orally, visually, by document, electronic mail, computer disks, magnetic tape, or by any other manner, whether directly or indirectly, for the purposes of this Contract or that Contractor learns, discovers, develops or creates as a consequence of or arising out of Contractor entering into this Contract or performing the Services, including all original works of authorship, inventions, discoveries and improvements that are made or conceived by Contractor Group in the performance of the Services and all

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intellectual property rights associated with those original works of authorship, inventions, discoveries and improvements, but does not include information that is any of the following:

(A)          Contractor Background Technology.

(B)           Available generally to the public, as evidenced by printed publication or similar proof, through no act or omission of Contractor Group.

(C)           Independently made available to Contractor by a third party with a legal right to disclose that information without restriction.

Detailed information shall not be excluded from the definition of Contract Information merely because it is embraced by more general information excluded under paragraphs (A), (B) or (C) above. Combinations of items shall not be so excluded unless the combination itself and its principle of operation fall within paragraphs (A), (B) or (C) above.

“Contractor” means the Person defined as “Contractor” in the introductory paragraph of this Contract.

“Contractor Background Technology” means technical information and know-how, including any invention, improvement or discovery, whether or not patentable, that is conceived, owned or controlled by Contractor prior to the Effective Date or that is generated or created independently of this Contract during or after the duration of this Contract, including any patent rights which claim such technical information, know-how, or both.

“Contractor Group” means Contractor, Contractor’s Affiliates, Subcontractors, and directors, officers, employees and other personnel of all of them, and any Person acting on behalf of any of them in connection with any subject matter of this Contract, or whose presence in the Area of Operations is by invitation of any member of Contractor Group.

“Contractor Representative” means the person identified as Contractor Representative, as set out in the Exhibit A — Scope of Work to this Contract, or any other person replacing that individual as Contractor Representative in accordance with Section 22.2(B).

“Controls” means the collection of internal processes (including policies, procedures, codes and other internal management systems) adopted by an organization for any of the following purposes:

(A)          To obtain assurances that the organization and its directors, officers, employees and other personnel (and any other Person acting on behalf of any of them in relation to the organization or its activities) comply with applicable laws and regulations and the policies of that organization.

(B)           To obtain assurances that the financial reporting of the organization is reliable, that its assets are safeguarded and that its operations are effective.

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(C)           To help determine how the organization, its directors, its officers, its employees and its other personnel (and any other Person acting on behalf of any of them in relation to the organization or its activities) perform or behave, including the assessment of the effectiveness of, and the correction of any deficiencies in, such Controls.

“Country” has the meaning given in Exhibit A — Scope of Work as it applies respectively to the Kosmos or Noble portions of the Work.

“Currency” has the meaning given in Exhibit D — Compensation.

“Dispute” means any dispute or controversy arising out of this Contract or the performance of the Services, including a Claim under this Contract and any dispute or controversy regarding the existence, construction, validity, interpretation, enforceability or breach of this Contract.

“Drill String” has the meaning stated in Section 6.2(F).

“Drilling Unit” means the deepwater moored semi-submersible drilling rig and its ancillary equipment used for the Services that arc described in Attachment Al to Exhibit A — Scope of Work.

“Effective Date” means the date defined as “Effective Date” in the introductory paragraph of this Contract.

“Exhibit” means a document referred to in Section 1.3(A).

“Force Majeure Event” has the meaning given in Section 20.

“Import/Export Charges” has the meaning given in Section 6.3(A)(1).

“Import/Export Exemptions” has the meaning given in Section 6.3(A)(2).

“Import/Export Items” has the meaning given in Section 6.3(A)(3).

“Indemnitee” means each Person who is a member of Company Group.

“Joint Interest Owner” means a Person (including a co-interest owner, joint venturer, partner or co-lessee of Company) who shares an economic interest in common with Company or an Affiliate of Company in relation to the Area of Operations.

“Lien” means charge, encumbrance or similar right available to creditors at law to secure debts owed to them.

“Mobilization Completion Date” means completion of mobilization of the Drilling Unit to within one (1) nautical mile of Kosmos’ first well location.

“Operating Term” has the meaning described in Section 3.2(A) as it may be extended in Sections 3.2 (B), (C), (D) & (E).

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“Party” means Company or Contractor and “Parties” mean both of them.

“Payroll Burden” has the meaning given in Exhibit D — Compensation.

“Person” means an individual, corporation, company, state, statutory corporation, government entity or any other legal entity.

“Personnel Rates” means the day rates for Contractor’s personnel as specified in Attachment A3 to Exhibit A - Scope of Work.

“Point of Origin” and “Port of Entry” for Contractor’s equipment and personnel means the locations specified in Exhibit A — Scope of Work. Exhibit A — Scope of Work may provide for different Points of Origin for expatriate and local personnel.

“Pollution” means a continuous or intermittent seepage, release, spill, leak, blowout, or discharge of whatever nature or kind of gaseous, semi-solid, solid or liquid materials.

“Property” of a Person means property owned, leased or furnished by that Person or in which that Person has an economic interest.

“Public International Organization” means an international organization formed by states, governments, or other public international organizations, whatever the form of organization and scope of competence.

“Records” means information in any recorded form, whether electronic or otherwise, including books, papers, documents, contracts, financial accounts, ledgers, recordings, purchase orders, invoices, vouchers, receipts, manifests, correspondence, memoranda, instructions, plans, drawings, personnel records, timesheets, payroll records, inspection records, registers, statements, reports, written and other information on procedures and Controls, computer data and other data.

“Released Contractor” has the meaning given in Section 15.1.

“Released Contractor Group” has the meaning given in Section 15.2.

“Rig Sharing Agreement” means that certain document as agreed by the Parties, a copy of which is attached as Exhibit E.

“Services”, “Work” or “Operations” (except as referenced to Company’s operations) means the offshore drilling, suspending, or abandoning, sidetracking (which for the sake of clarity includes the drilling of multilateral ▇▇▇▇▇), logging, testing, completion, work over, deepening, installing Subsea completions, fishing, piling and workovers and other work to be performed by Contractor under this Contract, including the mobilizations and demobilizations, and all other work or goods required in connection with Company’s exploration and development activities specified by Company from time to time together with Drilling Unit moves between Company’s well locations and while moving between countries for the respective Kosmos and Noble portions of the respective drilling programs during the duration of the Contract.

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“Subcontractor” means any Person who is engaged by Contractor or any Subcontractor to provide the Services (other than a Person engaged as an employee).

“Third Party” means any Person not a member of Company Group, Contractor Group, or Released Contractor Group.

“Well Event” means a blowout of a well or other uncontrolled well flow.

“Well Event Control Costs” means all of the following:

(A)                              The cost of regaining or attempting to regain control of a well following a Well Event affecting that well, including drilling of ▇▇▇▇▇ used for pressure relief to regain control and extinguishing or attempting to extinguish fires resulting from that Well Event.

(B)                                The cost of restoring, re-drilling or plugging and abandoning a well where restoration, re-drilling or plugging and abandoning is necessary because of a Well Event.

(C)                                Loss of oil or gas.

(D)                               Damage to the hole, the formation, strata or reservoir.

“Well Event Pollution Costs” mean all Claims for damage or loss to property caused by pollution or contamination that arises from a Well Event, including cleanup costs. Well Event Pollution Costs do not include Claims made against or suffered by any member of Contractor Group for damage or loss to property of any member of Contractor Group.

1.2                                 Interpretation. Unless the context expressly requires otherwise, all of the following apply to the interpretation of this Contract:

(A)                    The plural and singular words each include the other.

(B)                      The masculine, feminine and neuter genders each include the others.

(C)                      The word “or” is not exclusive.

(D)                     The word “includes” and “including” are not limiting.

(E)                       References to matters “arising” (or which “arise” or “arises”) “out of this Contract” include matters which arise in connection with this Contract or have a causal connection with or which flow from this Contract or which would not have arisen or occurred but for the entering into this Contract or the performance of or failure to perform obligations under this Contract.

(F)                       The headings in this Contract are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Contract.

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(G)                      All obligations and rights of the Parties under this Contract shall be enforceable as of the Effective Date unless the text specifically makes such enforceable as of the Commencement Date.

1.3                                 Exhibits.

(A)                    All of the Exhibits that are attached to the body of this Contract are an integral part of this Contract and are incorporated by reference into this Contract, including:

(1)           Exhibit A – Scope of Work and its Attachments.

(2)           Exhibit B – Independent Contractor Health, Environmental and Safety Guidelines.

(3)           Exhibit C – Drug, Alcohol and Search Policy.

(4)           Exhibit D – Compensation.

(5)           Exhibit E     Rig Sharing Agreement.

(6)           Exhibit F – Invoicing Procedures – Kosmos

(7)           Exhibit G    Business Conduct – FCPA

(8)           Exhibit H - Parent Company Guarantee

(B)                      If a conflict exists between the body of this Contract and the Exhibits, the body prevails to the extent of the conflict.

(C)                      If a conflict exists between the Exhibits or within an Exhibit as they apply to Contractor, a resolution shall be mutually agreed by the Parties; failing which the conflict shall be resolved in accordance with Section 21 of this Contract.

2.           PERFORMANCE OF THE SERVICES

2.1                                 Several Liability. Kosmos and Noble are each severally, but not jointly, liable to Contractor for their respective use of the Drilling Unit under this Contract. Kosmos and Noble shall each use the Drilling Unit in direct continuation of one another, and such use shall be subject to the Rig Sharing Agreement. For all matters relating to or arising out of their respective use of the Drilling Unit, Kosmos and Noble (and their respective assigns if applicable) shall each be defined and referred to as Company throughout this Contract.

2.2                                 Operational Performance. Contractor shall utilize Contractor’s Drilling Unit and personnel to carry out all Services as specified by Company at any location designated by Company within the Area of Operations. This Contract shall govern all Services undertaken by Contractor for Company.

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(A)                    Contractor shall furnish the Drilling Unit and all equipment, machinery, drill strings, tools, spare parts, materials and supplies that are specified in Attachments Al and A2 to Exhibit A — Scope of Work as well as such other items which are customarily provided by drilling contractors engaged to perform similar services, except for those items referenced in Section 7.1. Contractor shall maintain adequate stock levels of the items to be furnished and arrange for their replenishment as necessary for the prompt and efficient performance of Services.

(B)                      The Drilling Unit and all equipment provided by Contractor and used in the performance of the Services must be in good working order and repair and be suitable for, and capable of safely and properly performing the Services as and when required under this Contract.

(C)                      In the performance of the Operations, Contractor shall specifically perform the following:

(1)                   Operate the Drilling Unit in conformity with all applicable laws, certifications, licenses and manufacturer’s requirements, except that Contractor may use qualified facilities other than the manufacturer’s to perform maintenance and may use experienced—based maintenance to enhance the equipment and/or reliability as required by that experience. Notwithstanding the above, Contractor shall advise Company for its approval under the PMS provisions indicated in Section 6.2(D)(2) below. Contractor shall provide to Company data that supports the use of non-original equipment manufacturer service and parts on a case by case basis.

(2)                   Maintain the Drilling Unit in proper and safe operating condition.

(3)                   Promptly make any repairs needed for the proper and safe operation of the Drilling Unit at Contractor’s sole cost and expense unless otherwise provided for in this Contract.

(4)                   Direct the overall moving operations of the Drilling Unit.

(5)                   Ensure that the Drilling Unit position is maintained throughout Operations.

(D)                     Without prejudice to the generality of the foregoing:

(1)                   It shall be the responsibility of the Contractor to determine at all times whether Operations, including towing and moving the Drilling Unit, can be safely undertaken or continued, including but without limitation the duty and responsibility to determine by the Contractor’s own inspection that all cargo and items of equipment are loaded and stored aboard the Drilling Unit in a secure and seaworthy manner, that all proper and necessary precautions are taken for the safety of all personnel aboard the Drilling Unit, and that the Drilling Unit is in all respects in a condition

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suitable to undertake any contemplated Operations including towing and moving the Drilling Unit as aforesaid under the then prevailing or reasonably foreseeable sea and weather conditions.

(2)                   The Contractor shall decide when in the face of impending adverse sea or weather conditions it is necessary to institute precautionary measures in order to safeguard the well, the well equipment, the Drilling Unit or personnel aboard the Drilling Unit and shall ensure that all such measures are promptly taken. The Contractor shall keep the Company fully informed of all actions taken under this Section 2.2(D)(2) and specifically in the case of measures taken in order to safeguard the well and the well equipment and will, except when impractical due to urgent necessity, consult with the Company before taking such measures.

(3)                   In the event that the Contractor should consider it necessary at any time to suspend Operations for safety reasons, it shall immediately notify the Company of that fact and of the reasons therefore.

(4)                   For the avoidance of doubt it is expressly agreed that neither the presence on board the Drilling Unit of Company’s Representative nor the presence of any other Company personnel, regardless of whether an employee or contractor of the Company, including without limitation during tows and moves of the Drilling Unit, shall relieve the Contractor of any of its obligations and responsibilities under the Contract.

2.3                                 Designation of the Well Location(s); Access to Well Location(s).

(A)            Designation of the Well Location(s). The Area of Operations and/or the location(s) of well(s) to be drilled/worked-over shall be designated in Exhibit A — Scope of Work. Company shall select, survey, ▇▇▇▇, and provide coordinates of the well location(s) in accordance with Contractor’s requirements and shall provide Contractor with information for each proposed well location as per the provisions of Section 2.3(B). Contractor shall have the right to review such information and request additional information and data.

(B)            Access to Well Location(s).

(1)                   Company shall provide Contractor with suitable access to and egress from the well location(s). Company shall survey, or have surveyed by a third party, each well location with DGPS or other appropriate means, along with bathymetric data needed by Contractor.

(2)                   The Party responsible for providing permissions necessary to enter the Area of Operations to operate at the drilling location selected by Company shall be identified in Exhibit A — Scope of Work.

(3)                   Company will provide information in its possession relative to sea bottom conditions, at the drilling location or within the prospective anchor

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pattern including information from marine well site surveys contracted by Company for the drilling location.

(4)                   Company shall provide the Drilling Unit with sound well locations for all Operations, free of obstacles and obstructions and provide a conductor pipe program adequate to prevent soil and subsoil washout.

2.4                                 Mobilization and Drilling Unit Movements. Contractor shall direct the mobilization and movement of the Drilling Unit. Such operations may include, towing, positioning, pre-loading, ballasting, de-ballasting, anchoring, rigging up, mooring and unmooring the Drilling Unit at each drilling location. When the Drilling Unit and Contractor’s equipment is being mobilized from Israel to Ghana, Noble shall be responsible for 66.6°° and Kosmos will be responsible for 33.4°° of the mobilization costs from the commencement of the mobilization at one (1) nautical mile from the last well location offshore Israel until the Drilling Unit reaches the latitude of 17 degrees North offshore Mauritania (the “Mauritania Line”). Upon reaching Mauritania Line, the balance of the mobilization of the Drilling Unit to Ghana shall be shared equally (50°°/50°°) by Kosmos and Noble until the Drilling Unit is within one (1) nautical mile of Kosmos’ first well location when the entire mobilization cost burden shall be fully assumed by Kosmos. Mobilization shall be conducted at ninety percent (90°°) of the Operating Rate plus Company’s provision of appropriate tow/transport vessel(s) and fuel. All commercial terms as well as all liability and indemnity provisions of the Contract shall apply from the commencement of the mobilization of the Drilling Unit from Israel and throughout the duration of the Contract.

2.5                                 Not used.

2.6                                 Fluids Program. Contractor shall assist Company’s other contractors to make, maintain and use drilling mud or completion fluids with appropriate properties for the well, including but not limited to, weight loss, viscosity and other general characteristics in accordance with such fluids program as Company may designate, subject only to safety considerations pursuant to Section 5, and at the cost of the Party designated in Attachment A2 to Exhibit A — Scope of Work. At all times, Contractor shall exercise due care and diligence in keeping the hole and all strings of casing and spaces between casing filled with drilling and or completion fluids. If Company requests, Contractor shall test drilling and/or completion fluids at least twice each tour for weight loss, viscosity and other general characteristics. Contractor shall record the results of such tests and use of fluids and additive materials in its daily drilling reports.

2.7                                 Formation and Sampling.  Contractor shall assist Company’s other contractors to keep accurate measurements and records of all formations encountered and notify Company immediately when any oil or gas-bearing formation is detected or encountered. If Company requests, Contractor shall also collect, save and identify all cores and cuttings taken according to Company’s instructions and place them in labeled, separate containers to be furnished by Company, if required by Company as set forth in Attachment A2 to Exhibit A —

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Scope of Work. Cuttings and cores shall be made available to Company at the location and kept in proper storage until Company takes final possession of them.

2.8                                 Additional Well Services Required of Contractor. Contractor shall, while drilling the well(s), measure deviation from the vertical if requested by Company, measure the depth of the hole, and if necessary in the opinion of Company, plug back or sidetrack. Contractor shall at any time prior to completion or abandonment of a well, perform any and all tests, measurements and other well services requested by Company as set forth in Attachment A2 to Exhibit A — Scope of Work.

2.9                                 Completion, Re-completion or Working Over of ▇▇▇▇▇. Company may at any time elect to have a well completed, re-completed, worked-over or suspended at any time. Upon notice of such election, Contractor shall perform the work of completing, re-completing or working over the well in accordance with the program provided by Company in a manner and to the extent desired by Company.

2.10                           Stoppage of the Services for Convenience. Company may elect to stop the Services at any time for convenience without any default by Contractor in performance of the Services. Contractor shall be paid at the applicable rate provided for in Section 8.2(D) or (E) as applicable during any stoppage period.

2.11                           Abandonment of ▇▇▇▇▇. Company may at any time elect to have a well abandoned at any depth. Upon notice of such election, Contractor shall abandon the hole in accordance with the program provided by Company, in a manner satisfactory to Company and in compliance with all applicable governmental rules and regulations with respect to well abandonment. Upon abandonment of a well, Contractor shall remove from the location the Drilling Unit and such other equipment, materials and supplies furnished by it and by Company within the number of days set forth in Exhibit A — Scope of Work after the completion of the Services.

2.12                           Standards of Performance. Contractor warrants that:

(A)           Contractor has and will utilize in Services under this Contract the technical competence, financial capacity, management skills, competent and qualified personnel and equipment necessary to carry out the duties and responsibilities of a competent drilling contractor as are specified in this Contract.

(B)             Contractor shall conduct all Services in a diligent, workmanlike manner, and in accordance with accepted and prudent oil field practices and international professional standards.

(C)             Contractor shall use all reasonable efforts to avoid any disturbances in the existing labor situation that would adversely affect the business of the Company, its Affiliates or other contractors in the Area of Operations. Contractor shall promptly notify Company of any labor problems that have a potential to interrupt Services.

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(D)              Contractor shall perform the Services in compliance with applicable laws, regulations, codes and standards imposed by law, and applicable codes and standards which have been adopted by Company and notified to Contractor.

2.13                             Loss of Control of the Hole and Takeover of the Services by Company.

(A)             Subject to the provisions of this Section 2.13, if fire or blowout occurs while Contractor is working on a drilling location, Contractor shall endeavor to control any such fire or blowout.

(B)               Subject to Section 8.1(G) and Section 14.6, if the hole is lost or damaged, Contractor shall, at Company’s election, drill a relief well, a new hole on the same location or re-drill sections of the existing hole as Company may require. Contractor will coordinate with Company and Contractor’s underwriters on the selection of an adequate location for drilling a relief well.

(C)               In addition to the provisions of Sections 2.13(A) and 2.13(B), Company has the right to take over complete control and supervision of those Services required to bring a well under control or for the reasons provided in Section 2.13(D). However, such take over shall not extend to the marine functions of the Drilling Unit, although decisions relative to the movement of the Drilling Unit may be undertaken by Company and carried out by Contractor’s personnel. If Company exercises this right, Contractor shall give Company full use of Contractor’s Drilling Unit and other equipment, materials, supplies and personnel at the well location subject to both of the following considerations:

(l)                                     Contractor shall continue to maintain the insurances set forth in Section 16, subject to insurer’s approval which Contractor must use its best efforts to obtain.

(2)                                  The rate of compensation that Contractor is entitled to receive during the time that Company is in control of the Drilling Unit shall be the rate (as set out in Exhibit D — Compensation) in effect on the date of the take over of the Drilling Unit by Company reduced by an amount equal to the Personnel rates shown in Attachment A3 of Exhibit A — Scope of Work for the Contractor personnel released from the Drilling Unit as agreed by the Parties. Should a rate for a Contractor person not be listed then the rate shall be calculated as actual costs for salary (plus Payroll Burden) for Contractor’s personnel.

(D)              If in the circumstances contemplated under this Section 2.13, Contractor fails to conduct the well control activities as required in this Contract, Company may give written notice of this failure to Contractor. In this event, Company has the right to take over complete control and supervision of the well control activities.

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2.14                                      Removal of Wreckage.

(A)              If the Drilling Unit or any part thereof is lost or damaged beyond repair and removal is required by law or governmental authority, or the wreckage is interfering with Company’s operations in Company’s opinion, Contractor shall promptly remove such damaged or lost Drilling Unit or part thereof from the Area of Operations at Contractor’s sole cost.

(B)                Notwithstanding the provisions of Section 2.14(A), in the event that the Drilling Unit cannot be raised and/or removed with available technology and equipment due to water depth and a governmental authority orders removal of such wreckage, then Contractor and Company shall work together in an attempt to obtain a waiver from applicable governmental authorities for the obligation to remove the wreckage.

2.15                                      Well Records and Reports.

(A)              Contractor shall maintain an authentic, legible, and accurate history and log of Services performed on forms and in a manner prescribed by Company (including all measurements required for fishing operations with a record of all downhole equipment). The history and log shall be open at all times to inspection by Company and furnished to its authorized employees and representatives upon their request.

(B)                Contractor shall maintain continuous recordings of the total measured depth, the rate of penetration, weight of Drill String, pump pressure, torque, rotary speed, pit level and flow charts. Contractor shall provide copies thereof’ to Company’s Representative as requested.

(C)                Contractor shall furnish Company’s Representative with a daily written report, on forms and in the language prescribed by Company, showing depths and Services performed during the preceding twenty-four hours and any other information relative to the day’s Services requested by Company. All such reports shall be legible and accurate.

2.16                                      Loading/Unloading of Supply Vessels. Contractor’s personnel shall load and unload supply vessels to/from the Drilling Unit upon Company’s request at the cost of the Party set forth in Attachment A2 to Exhibit A Scope of Work. Under no circumstances shall Contractor’s personnel be permitted aboard the supply vessels, without the express written consent of Contractor.

3.              DURATION OF THE CONTRACT; TERMINATION AND SUSPENSION PROVISIONS

3.1                                            Duration of the Contract. This Contract shall remain in full force and effect from the Effective Date, through the Operating Term and completion of Demobilization unless terminated earlier by either Company or Contractor as set forth in this Section 3.

3.2                                            Initial Operating Term of the Contract; Extensions and Reductions of the Initial Operating Term of the Contract.

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(A)            The initial Operating Term of this Contract is 1,240 days and shall commence upon the Mobilization Completion Date. The initial Operating Term is anticipated to be as follows:

(1)                                  Kosmos has two hundred seventy (270) days of operations offshore Ghana; then

(2)                                  Noble has two hundred eighty (280) days of operations offshore Equatorial Guinea; then

(3)                                  Kosmos has two hundred seventy (270) days of operations offshore Ghana; then

(4)                                  Noble has one hundred fifty (150) days of operations offshore Equatorial Guinea; then

(5)                                  Kosmos has two hundred seventy (270) days of operations offshore Ghana.

The Parties acknowledge that Contractor or Contractor’s Affiliate has entered into a drilling contract with Noble’s Affiliate, Noble Energy Mediterranean Ltd. (“Noble Med”) to mobilize the Drilling Unit, drill and test one well (with an option to drill, but not test, a second well) in the Eastern Mediterranean with a total allocated period of 166 days (subject to Noble Med’s right to use the Drilling Unit for additional days as specified in the Rig Sharing Agreement). In any event, to the extent that the actual total number of days used by Noble Med (including mobilization and operating) is less or greater than 166 days, the days allocated to Noble under the Drilling Contract, and thus the initial Operating Term, shall be adjusted accordingly, with any increase or decrease in the number of days for Noble being applied to the drilling segment referenced in Section 3.2(A)(4).

The Parties hereto further acknowledge that the Mobilization under this Contract from Israel to the Mauritania Line is estimated to take 35 days and (and the cost is allocated two-thirds to Noble and one-third to Kosmos), and the Mobilization from the Mauritania Line to one mile from Kosmos’ first well in Ghana is estimated to take 20 days (and the cost is allocated one-half each to Noble and Kosmos). To the extent that the actual mobilization days are less or greater than the estimated days, the days shall be adjusted and allocated to Noble or Kosmos in the same proportion as cost has been allocated under the Drilling Contract (2/3 Noble and 1/3 Kosmos from Israel to Mauritania Line and 50/50 from the Mauritania Line to Kosmos’ first well in Ghana), and the initial Operating Term shall be adjusted accordingly.

Notwithstanding anything to the contrary in the Contract and consistent with KOSMOS’ plan to commence oil production in Ghana during the first half of 2010, should Kosmos and its Joint Interest Owners fail to achieve commercial oil production by September 30, 2010 and, in Contractor’s reasonable opinion, Kosmos’ financial capability is insufficient to complete its payment obligations

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under the Contract, Kosmos and ▇▇▇▇▇▇ shall meet in good faith to review relevant payment security issues to resolve the matter, including posting of a letter of credit. After such review, if Contractor, in its reasonable opinion, is not satisfied with remedies discussed, Contractor may reduce the term of the Kosmos’ segments of the Contract accordingly, not to exceed a nine (9) month reduction in term. In the event of such reduction and the option set forth in Section 3.2(C) has been exercised by Noble, Noble shall he obligated to accept the Drilling Unit on an accelerated basis immediately following the conclusion of the relevant Kosmos’ drilling program segment(s).

(B)              Optional extension of the initial Operating Term by Company. Either or both of Kosmos and Noble shall have the right, but not the obligation, to extend the initial Operating Term at the same rates set forth in Exhibit D Compensation as follows:

(1)                                  For any or all of the time necessary for Contractor to complete the Services on the last well commenced during each of the segments used by Kosmos or Noble during the initial Operating Term, such election to be made by Company within sixty (60) days of the completion of said Services or by October 01, 2010, whichever is later;

(2)                                  For any or all of the amount of time for which the Zero Rate has been applicable during the Contract, such election to be made by Company within sixty (60) days of the completion of said Services or by October 01, 2010, whichever is later.

(C)              Option to extend the Contract by Company. On or before October 01, 2010, either or both of Kosmos and Noble shall have the right to extend the Operating Term as follows at Service rates to be mutually agreed with Contractor

(1)                                  For a period of up to one (1) year to he shared equally by Kosmos and Noble unless otherwise mutually agreed between Kosmos and Noble.

(D)              Additional optional extension of the Contract by Company. Company shall have the right, but not the obligation, to extend the Contract as follows at the the Service rates in effect at the time the Services are performed:

(1)                                  For any or all of the total amount of time for which Contractor has been paid at the Force Majeure Rate stated in Section 8.1(F), such election to be made by Company within sixty (60) days of the completion of each such Force Majeure period or by October 01, 2010, whichever is later; or

(2)                                  For any or all of the period of suspension as stated in 3.9(D), such election to he made by Company within sixty (60) days of the completion

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of each such suspension period or by October 01, 2010, whichever is later; or

(3)                                  For any or all of the paid days necessary for Contractor to complete all Drilling Unit classification and regulatory inspections conducted during the duration of the Contract and as detailed in Section 6.2 (E). Such election to be made by Company within sixty (60) days of the completion of each classification and regulatory inspection period or by October 01, 2010, whichever is later.

(E)                                  Completion of Services on last well. In an event, the Contract shall be extended for the time necessary for Contractor to complete the Services on the last well commenced during the Operating Term.

3.3                                     Termination of the Contract by Company without an Opportunity to Cure Default. This Contract may be terminated by Company without penalty to Company as follows:

(A)             At any time if Contractor or its creditors seek relief under any insolvency law or if Contractor should become insolvent or make an assignment for the benefit of creditors or file a voluntary petition for bankruptcy or if receivership proceedings should be instituted against Contractor and such relief action, voluntary petition or receivership proceeding is not stayed or withdrawn within ninety days;

(B)               Pursuant to the provisions of Sections 11 .1 and 11.2;

(C)               After the number of days specified in Exhibit A – Scope of Work following the occurrence and subsistence of a Force Majeure Event and subject to certain obligations specified elsewhere in the Contract;

(D)              If the Drilling Unit becomes an actual or constructive total loss.

Termination under this Section 3.3 may he made by Company upon notice to Contractor without any opportunity on the part of Contractor to correct or cure the default or situation that may give rise to termination hereunder.

3.4                                     Termination of the Contract by Company with an Opportunity to Cure Default.

(A)                                   Should Contractor:

(i)                           Default in any way in the performance of the Services after the Effective Date of the Contract, including failing, refusing or neglecting to supply sufficient equipment to be supplied by Contractor, or tools or properly skilled personnel to complete the Services;

(ii)                        Carry out its obligations in a negligent or careless manner or fail to carry out the same due to its fault or negligence;

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(iii)                     Fail to obtain approval for, or maintain in effect, permits, certifications or clearances required to be in Contractor’s name or to be secured by Contractor from the appropriate governmental regulatory bodies of the Country or any political subdivision thereof or certification authorities which arc necessary to conduct Services in the Area of Operations;

(iv)                    Breach the covenants in Section 5, the applicable Exhibit B - Independent Contractor Health Environmental and Safety Guidelines, Exhibit C – Drug, Alcohol and Search Policy or any health, safety or environmental obligation imposed by federal, state, provincial or local statutes, rules or regulations;

(v)                       Not complete remedial work on the Drilling Unit as identified by Company as the result of an inspection undertaken pursuant to Section 5.7;

(vi)                    At any time breach the warranties contained in Sections 2.12 and 6.2(E);

(vii)                 Breach the Records and Audit covenants pursuant to Section 12; or

(viii)              Fail to meet the requirements as defined in Attachment A2 to Exhibit A Scope of Work, or any other material obligations of Contractor under this Contract;

and Contractor fails to initiate reasonable corrective action to Company’s satisfaction within forty-eight hours after written notice from Company or fails to continue to correct the deficiencies as promptly as reasonably possible or fails to complete corrective action to Company’s satisfaction within thirty (30) days after such notice, Company may, at any time thereafter terminate the Contract.

(B)                                     Company, in the case of Work stoppage pursuant to Section 8.2, may suspend or terminate this Contract in accordance with Section 8.2.

3.5                                     Termination of the Contract by Company for Convenience. Company may terminate this Contract for convenience by giving Contractor thirty days prior written notice of termination.

3.6                                     Contractor’s Actions on Termination. Upon receipt of a notice of termination from Company, Contractor shall:

(A)                    Place no further orders for materials, equipment and services other than as may be necessarily required for completion of such portion of the Services that is not terminated.

(B)                      Promptly make every reasonable effort to either obtain termination on terms satisfactory to Company of all orders to subcontractors or assign those orders to Company.

(C)                      Safely, promptly and efficiently conclude the Services and provide Company information on the status of the well and other information as required even after termination.

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(D)                     Use commercially reasonable efforts to mitigate adverse financial exposure of the Parties.

(E)                       Comply with Section 17 relative to Contract Information.

(F)                       Remove the Drilling Unit and other Contractor equipment and materials from the Area of Operations.

3.7                                      Payments by Company upon Termination of the Contract.

(A)                    If Company terminates this Contract for any of the causes stated in Section 3.4(A) or 3.4(B), Company shall owe no further compensation after the termination date and no termination penalty shall apply.

(B)                      If Company terminates this Contract for convenience under Section 3.5, Company shall pay Contractor eighty-five percent (85%) of the Operating Rate in monthly installments for the remainder of the Operating Term of the Contract effective from the date of termination. In addition, Company shall pay the Demobilization Fee. If Contractor obtains follow-on work within what would have been the remainder of the Operating Term of this Contract, then Company’s obligation to pay the above termination fee will be decreased by the cumulative day rate paid to Contractor by the new operator. Contractor is responsible for informing Company about the obtainment of any follow-on contracts and day rates payable thereunder subsequent to termination under this Section 3.7(B).

(C)                      If after the ninety (90) day remediation period in Section 3.4(B), Company terminates the Contract due to equipment damage then:

(1)                                  if the damage was caused in the normal course of operations and without relation to the negligent actions of Company Group, no penalty for termination is owed; and

(2)                                  if the damage was caused by the negligent actions of Company Group, then a lump sum payment of US$7,500,000.00 is due from the Party acting as Company at the time of the damage.

(D)                     If Company terminates this Contract under Section 3.3 except Section 3.3(C), Company shall pay Contractor for that portion of the Services which Company, in its reasonable judgment, determines were satisfactorily performed prior to termination. In addition, Company shall pay Contractor an amount reasonably calculated to compensate Contractor for documented expenses it has incurred for purchases made by Contractor, at the request of Company, over and above the equipment listed in Attachment Al to Exhibit A - Scope of Work, less any amount that Contractor could have avoided or mitigated.

(E)                       If Company elects to terminate this Contract for a Force Majeure Event under Section 3.3(C) after ninety (90) days, Company shall owe no further compensation after the termination date and no termination penalty shall apply.

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In addition, if the Zero Rate is applicable for a Force Majeure Event, Contractor shall have the right to terminate the Contract unless Company has agreed to continue to pay the applicable Force Majeure Rate. Kosmos and Noble agree to utilize commercially reasonable efforts to move the Drilling Unit between Countries and shift the timing of their respective drilling segments as specified in Section 3.2 (A) in order to minimize the effect of a Force Majeure Event on the Parties.

(F)                       If the provisions of Exhibit D – Compensation require the payment of a Demobilization Fee, Company shall pay such fee to Contractor in the event of early termination of the Contract under the provisions of Sections 3.3(C) or 3.5.

(G)                      If Company terminates this Contract under Sections 3.3, 3.4 or 3.5, in addition to any payments owed pursuant to the provisions of Section 3.7, Company shall pay Contractor for that portion of the Services which were satisfactorily performed prior to termination. In addition, Company shall pay Contractor an amount reasonably calculated to compensate Contractor for documented expenses it has incurred for purchases made by Contractor, at the request of Company, over and above the equipment listed in Attachment Al to Exhibit A - Scope of Work, less any amount that Contractor could have avoided or mitigated.

3.8                                    Reinstatement after Termination for Mechanical Breakdown of Contractor’s Equipment. Company has the right to reinstate this Contract before the Drilling Unit is moved out of the Area of Operations if Contractor is able to resume Services after termination of this Contract. The effective date of this reinstatement shall be when Company’s notice to reinstate is received by Contractor, and Contractor is able to re-commence operational performance as described in Section 2.1. Company may elect to add the number of days between termination and reinstatement to the Operating Term of the Contract and notify Contractor of such election.

3.9                                    Suspension of the Contract for Cause.

(A)             Right to Suspend. Company may by notice to Contractor suspend with immediate effect the Contract,

(1)                                  If Company, in its sole and considered judgment, determines that in providing the Services any member of Contractor Group is failing to comply with Exhibit B - Independent Contractor Health, Environmental and Safety Guidelines, or with Exhibit C – Drug, Alcohol and Search Policy or with applicable safety laws and regulations while in the Country or any political subdivision thereof and the Area of Operations.

(2)                                  Under Sections 8.2(A)(2), 8.2(B)(2) and 8.2(C)(2).

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Suspension under this Section 3.9 continues until Company notifies Contractor that the suspension is lifted. Contractor acknowledges that Company has no obligation to lift the suspension until it is satisfied that Contractor will thereafter comply with the requirements referenced in Section 3.9(A)(1) or that the mechanical breakdown under Section 8.2 has been remedied.

(B)            Compensation and Expenses during Suspension. If Company suspends the Contract under this Section 3.9, Contractor is not entitled to Service rates compensation for the period or the suspension, but is entitled to reimbursement of any regular and daily operating expenses for Company personnel such as food and accommodation incurred during the suspension.

(C)            Reservation of Rights during Suspension. Suspension of the Contract under this Section 3.9 does not affect any other right of Company or Contractor under this Contract, including the right to terminate this Contract.

(D)           Extension of the Operating Term of the Contract. Company may elect to add any of all of the number of days between the suspension of the Contract and the lifting thereof to the Operating Term of the Contract and notify Contractor of such election in accordance with the provisions of Section 3.2(B).

3.10                               Rights of Company are Subject to Rig Share Agreement.

(A)          Whenever Kosmos or Noble, in the capacity or Company, has a right to extend the Operating Term of the Contract or to terminate the Contract, or otherwise to affect the Contract, such right shall be exercised by Kosmos or Noble only in compliance with the Rig Sharing Agreement and, in the absence of compliance with the Rig Sharing Agreement or the mutual agreement of Kosmos and Noble, neither kosmos nor Noble shall have the right to limit, modify, or terminate the use of the Drilling Unit by the other Party or the application of this Contract to such other Party.

4.              REPRESENTATIONS AND WARRANTIES

4.1                                     Initial Representations. Contractor represents and warrants to Company that as of the Effective Date:

(A)          Contractor is a corporation or company (as the case may be) duly organized, validly existing and in good standing under the laws or the jurisdiction of its organization.

(B)            Contractor has full corporate or company power and authority to enter into and perform this Contract, and has taken all actions necessary to authorize its execution and delivery of this Contract.

(C)            This Contract has been duly executed and delivered by its authorized officer or other representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and no consent or approval of any

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other Person is required in connection with its execution, delivery and performance of this Contract.

(D)           Contractor understands the nature and scope of the Services required by this Contract and is familiar with all relevant matters which may affect or govern the provision of the Services, including all of the matters listed below:

(1)                                  The geographic, climatic, weather, economic, security, political and cultural conditions prevailing in the Country and the Area of Operations.

(2)                                  The availability and quality of third-party services, labor, material, transportation, equipment and facilities in the Country and the Area of Operations.

(3)                                  Rules, regulations, statutory guidelines, orders, ordinances, codes, policies and laws which have legal force in the Country or any political subdivision thereof and the Area of Operations or which apply to the provision of the Services.

(E)             No event has occurred prior to the Effective Date which, had it occurred after the Effective Date, would constitute a violation of Section 11.1 or Section 11.2.

4.2                                      Continuing Representations. In addition to those warranties provided by Contractor in Section 4.1, Contractor represents and warrants to Company all of the following, as of the Effective Date and on a continuing basis during this Contract:

(A)          Contractor and the members of Contractor Group have the technical competence, expertise, financial capacity, management skills, resources and equipment necessary to perform their obligations under this Contract.

(B)            Contractor Group personnel to be used to perform the Services are competent, qualified, fit for duty and skilled for the purpose of performing. the Services as required by this Contract.

(C)            Contractor and the members of Contractor Group are at all relevant times in compliance with all requirements of this Contract, and have obtained all necessary licenses, permits, consents, approvals and other authorizations.

(D)           Without limiting any other provision in this Contract, Contractor shall comply with, and shall ensure that all members of Contractor Group comply with, all applicable permits, licenses, authorizations, concessions and clearances and all applicable laws and regulations, including those of the Country or any political subdivision thereof.  Nothing in this Contract shall require Contractor or members of Contactor Group to comply with any applicable laws and regulations if such compliance would subject either Party or their Affiliates to liabilities or penalties under United States of America law.

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5.             SAFETY

Company and Contractor shall have the following rights and obligations relative to safety:

5.1                                      Notification of Hazardous Conditions & Work Stoppage.

(A)           Notice of Hazardous Conditions. If at any time Contractor or Company determines that Services cannot be safely undertaken or Services may create a hazardous condition, that Party shall notify the other Party of such determination. As soon as reasonably possible after such determination is made, Contractor shall consult with Company prior to deciding on the subsequent course of action. At all times Contractor shall make every effort that in its opinion is required to control or overcome the cause of or minimize the adverse effect of the hazardous condition.

(B)             Work Stoppage. Both Company and Contractor shall have the right to stop Work by Contractor or its subcontractors or Company’s other contractors when Work conditions are deemed to be imminently hazardous to persons, property or the environment and the requisite notice is given as per Section 5.1(A).

(C)             Safety Issue Resolution. In case of conflict between Company and Contractor as to the determination of the course of conduct which affords the greatest safety, Contractor’s opinion shall control. Nothing in this Section 5.1 shall be construed as a waiver by Company of its rights to suspend the Contract or stop the performance of the Services under the provisions of Section 3.9(A) or Section 17 of Exhibit B - Independent Contractor Health, Environmental and Safety Guidelines.

5.2                                      Health, Safety and Environment Provisions; Drug, Alcohol and Search Policies. Contractor shall, at its expense, take all measures reasonably necessary or proper to provide safe working conditions, and shall comply with Company’s furnished safety requirements including those found in Exhibits B and C and with the applicable safety and environmental requirements of the Country or any political subdivision thereof and the Company if Company has local policies that apply to Contractor’s Services in the Area of Operations. Should Company have additional Health, Safety and Environment or Drug, Alcohol and Search policies that differ from those in Exhibits B and C, such shall be included in Exhibit A Scope of Work. It is understood that any work, safety and environmental guidelines established by Company are intended to supplement Contractor’s established programs and Company’s guidelines shall be considered as minimum requirements.

5.3                                      Contractor’s Safety Management System. Prior to acceptance of the Drilling Unit, Contractor shall submit for Company’s approval a copy of Contractor’s Safety Management System to address its safety obligations under this Contract. Such Safety Management System shall be attached to Exhibit A - Scope of Work as Attachment A9. Without limiting the generality of the foregoing, Contractor shall maintain proper barriers, guard rails and other safety devices to lessen hazards during the performance of Services under this Contract.

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Contractor shall not permit smoking or any open flames nor the carrying of matches or lighters except in the designated areas on the Drilling Unit. All engine exhausts shall be equipped with spark arresters to eliminate fire hazards. Any conflicts between Company’s and Contractor’s policies shall be resolved in a mutually agreed written bridging document. Contractor’s policies shall be attached to the bridging document.

5.4                                      Installation of Blowout Prevention Devices. As soon as Contractor considers it advisable, or earlier if requested by Company, Contractor shall install blowout prevention devices as specified in Attachment Al to Exhibit A Scope of Work, on each well. Contractor shall operate and pressure test the blowout prevention devices at intervals directed by Company, or as required by an agency of the Country or any political subdivision thereof if such intervals are shorter, by methods specified in Attachment A7 to Exhibit A — Scope of Work and to Company’s satisfaction. Results of such tests shall be recorded on the daily reports referred to in Section 2.15. At a minimum well control drills shall be conducted weekly or more frequently if required by Company for each drilling crew and results of these drills shall also be recorded on such daily reports.

5.5                                      Notification of Safety Requirements to Personnel on the Drilling & Safety Training.

(A)           Contractor shall give notice to all persons at the well location of all safety requirements which apply to any person at the well location. Additionally, Contractor shall ensure that such persons are fully informed of, receive training in (at Contractor’s cost for Contractor Group’s personnel only) and comply with such requirements. The Contractor shall set up and conduct weekly safety drills.

(B)             Additionally, Contractor shall take appropriate action requiring such persons to cease activities whenever Contractor is aware that persons are not complying with such safety requirements. The Contractor shall set up and conduct weekly safety drills.

(C)             Company and Contractor will consult and cooperate to get the appropriate notices and information to other contractors of Company and to implement this Section 5.5 with other contractors and their personnel.

5.6                                      Fire Prevention Actions. Contractor shall, within the capabilities of the equipment and personnel required to be furnished by Contractor, adopt such precautions as are within generally accepted drilling industry standards to prevent the well catching fire or to bring the well under control or to put out the fire, including all precautions required and instructions given by Company. At such time as Contractor’s Drilling Unit is engaged in Services, Contractor shall provide vapor-proofed wiring and lighting and exhaust spark arresters to enable the Drilling Unit safely to work-over, complete/perforate and perform testing Services, pull wet strings and pull testing tools at any time.

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5.7                                      HSE Systems Audit and Inspection.

(A)           Company may, at its option, require a Health, Safety and Environmental (“HSE”) systems audit and inspection prior to the Commencement Date of the Contract. The HSE audit and inspection will be performed by Company’s HSE department and, for non-U.S. operations, Company’s Medical departments or third party selected by and at the expense of Company.

(B)             The audit will be a comprehensive survey, including record checks, employee interviews and random physical condition checks to confirm equipment, programs, procedures and administrative controls are in place to protect the health and safety of rig personnel and the environment.

(C)             The HSE systems audit and inspection will document identified deficiencies to ensure the Drilling Unit is in compliance with equipment and programs specified in the Contract. A copy of the written audit and inspection report will be given to Contractor following the inspection. All deficiencies identified in the audit or inspection shall be repaired or corrected at Contractor’s cost, and all programs or procedures in place, prior to the Commencement Date of the Contract, unless otherwise mutually agreed by the Parties in writing.

(D)            Company reserves the right to periodically re-inspect any of the above during the Contract.

(E)              Contractor shall provide reasonable access to the Drilling Unit, including, if appropriate and practicable, using its best efforts to obtain permission from the prior operator who has the Drilling Unit under contract to allow Company’s representatives and inspectors on the Drilling Unit while operating for that other operator.

5.8                                      Material Safety Data Sheets. Contractor shall review material safety data sheets (MSDS) pertaining to known toxic and hazardous substances or chemical hazards to which Contractor’s employees or subcontractors are likely to be exposed while performing any particular or individual work task on behalf of Company. To this end, Company shall provide to Contractor or cause its other contractors to provide MSDSs for chemicals which Company or its other contractors bring on board the Drilling Unit. Such MSDSs shall be provided in a timely manner to allow Contractor to comply with the requirements of this Section 5.8. Contractor will and shall be solely responsible for notifying its personnel working at the well location of all health and safety hazards to which they will be exposed.

5.9                                      Emergency Evacuation Plan. Contractor agrees to provide Company with information necessary for Company to submit an Emergency Evacuation Plan consistent with the requirements of all applicable regulations issued by the applicable regulatory body.

5.10                                Waste Disposal. Contractor agrees that it will use the prudent, accepted and approved standards of care and diligence in use by international drilling contractors to prevent, to take care of, and to prepare for shipment all its waste oil, waste water, and other waste material, including but not limited to waste

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paint cans, waste drilling pipe dope, etc., that may accumulate from Contractor’s Operations. Contractor will use prudent, accepted, and approved standards of care in use by drilling contractors to prevent pollution of all nature or kind resulting from the Services performed under this Contract. Company shall be responsible for all cost and the hauling to shore and disposal of all wastes from the Drilling Unit.

5.11                                Contractor’s Subcontractor’s. The requirements of this Section 5 of this Contract arc applicable to all subcontractors hired by Contractor and Contractor shall require its subcontractors’ compliance thereto.

6.             CONTRACTOR’S PERSONNEL AND EQUIPMENT; IMPORT AND EXPORT OBLIGATIONS

6.1                                      Contractor’s Personnel. Contractor shall provide the personnel identified in Attachment A3 to Exhibit A - Scope of Work and comply with all of the following:

(A)           Qualifications and Number of Personnel.

(1)                        The personnel assigned by or on behalf of Contractor Group must be qualified, competent, sufficiently experienced and in a sufficient number to perform the Services. All such personnel must have the qualifications, classifications, experience, and training required under all applicable health, environmental and safety practices, procedures, regulations, certifications and any other requirements of applicable law and this Contract.

(2)                        In addition to the rights and remedies provided elsewhere in this Contract, Contractor shall promptly replace any member of the Contractor Group who fails to meet these qualifications and Contractor shall furnish any personnel necessary to fulfill the requirements of this Contract. During the time any positions arc unfilled, Contractor shall credit Company an amount equal to the Personnel rates shown in Attachment A3 of Exhibit A - Scope of Work for the unfilled positions. Should rates for Contractor personnel not be listed, then the rates shall be calculated as actual costs for salary (plus Payroll Burden) for those unfilled Contractor personnel positions.

(3)                        If the Parties agree to reduce the number and/or qualifications of personnel specified in this Contract, any resulting savings from this reduction must be credited to Company.

(4)                        If Company requests additional personnel, Contractor shall furnish the requested additional personnel (in addition to those required in Attachment A3 to Exhibit A - Scope of Work) and Company shall reimburse Contractor for this added cost as set out in Section 9.3.

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(5)                        Contractor shall handle all industrial relations matters involving members of the Contractor Group in accordance with applicable law, labor contracts, customs, rules and regulations. The settlement of any labor disturbance affecting Contractor’s personnel shall be wholly within the discretion of Contractor and at Contractor’s sole expense, without prejudice to Section 8.3.3.

(6)                        Each of Contractor’s personnel in the following classifications shall be fluent in English; Contractor Representative, drilling superintendent/rig supervisor, senior toolpusher, assistant toolpusher, drillers and assistant drillers, Offshore Installation Manager (OIM), Crane Operators, medic, safety captain/HES specialist, or their equivalent job classifications. Contractor must have at least one person who can both speak and write English on site at all times who is capable of communicating both orally and in writing with other personnel at the well location who do not understand oral or written English. On Attachment A3 to Exhibit A - Scope of Work additional Contractor Drilling Unit crew positions may be identified which must be filled with individuals who must be fluent in English.

(7)                        If Contractor fails to furnish the numbers and/or classifications of the personnel specified in Attachment A3 to Exhibit A - Scope of Work, Contractor shall at its own cost promptly replace such missing personnel. Contractor shall credit Company an amount equal to Contractor’s Personnel Rate for each person during the time the position is unfilled and keep Records of the presence and absence of all personnel.

(B)             Training, Supervision, Well Pressure Control Certification and Fire Fighting Survival Certification. Contractor shall provide or cause to be provided all necessary training, education, instruction and supervision of Contractor Group personnel that is necessary to carry out the duties required in this Contract.

(l)                           Contractor warrants that all drill crew personnel specified in Attachment A3 to Exhibit A - Scope of Work who arc required to hold well control certificates by either industry, government or Contractor standards are properly certified in well control operations to the appropriate industry and government standards and have valid well control certificates from the certification authority recognized by Company, and can understand and properly perform their duties. National crew members shall receive well control training at Contractor’s cost commensurate with the position they hold. The costs associated with obtaining and maintaining the required well control certificates shall be for Contractor’s account.

(2)                        Contractor shall ensure that Contractor’s personnel comply with all applicable statutory regulations and requirements regarding the attendance at and satisfactory completion of fire fighting and survival courses.

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(C)             Discipline and Replacement of Personnel. Contractor shall maintain discipline and lawful and orderly behavior among Contractor Group personnel during the performance of the Services. If instructed by Company in writing, Contractor shall replace or remove Contractor Group personnel as follows:

(1)                        Contractor shall remove and replace, at Contractor’s sole expense, any personnel who Company determines in its sole and considered judgment, is or are unsatisfactory because of non-compliance with the requirements of this Contract or because of being likely to jeopardize the relationship between Company and host, state or local governments or others in the Country or any political subdivision thereof.

(2)                        Contractor shall remove and replace any of its personnel, if requested by Company without specifying any reason and in this event, Company’s obligations for payment to Contractor shall be limited to travel costs incurred by such removal and replacement.

(3)                        Contractor shall handle all industrial relations matters involving Contractor’s personnel subject to applicable law, labor contracts, customs, rules and regulations. The settlement of any labor disturbance affecting Contractor’s personnel will be wholly within the discretion of Contractor.

(D)            Key Personnel. Key Personnel identified in Attachment A3 to Exhibit A - Scope of Work must not be removed or replaced by Contractor or its Subcontractors without Company’s prior written consent.

(E)              Requirements of Personnel. Contractor is responsible, at its own expense, for providing all of the requirements of Contractor Group personnel, including all of the following:

(1)                        Benefits, including salaries, wages, bonus payments, sick pay, insurance (including Workers’ Compensation Insurance or similar insurance), termination payments, local income taxes, rest leave, overtime, allowances, social benefits, medical benefits, relocation expenses, indemnities, compensations and fringe benefits of whatever nature, and any benefits payable under applicable law or collective labor contracts;

(2)                        All hours worked, including any overtime or other premiums for hours worked;

(3)                        Any offshore safety training/medical; certification cost, including costs related to permit to work and induction courses;

(4)                        Personnel mobilization and demobilization costs to Point of Origin;

(5)                        Overheads and profits;

(6)                        Medical attention, except as provided in Section 7.2;

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(7)                        Immigration requirements, including passports, visas, work permits, exit and re-entry permits, medical examinations, personal customs duties and all other applicable governmental authorizations or documentation required in connection with the employment of or the entry into, presence in or exit of Contractor Group personnel from the Area of Operations or the Country or any political subdivision thereof;.

(8)                        Training, Food, lodging and transportation, except as otherwise provided in Exhibit D - Compensation;

(9)                        Life saving and personal protective equipment, and

(10)                  All other costs of Whatsoever nature incurred by Contractor in the administration of this Contract.

(F)              Personnel Work Schedule. Contractor’s personnel shall work according to the schedule as set forth in Exhibit A — Scope of Work.

(G)             Local Content & Workforce Nationalization. For Work outside the U.S. and Canada, Company may require Contractor to commit to targets or specific requirements relative to local content and workforce nationalization. Any such targets or requirements shall be set forth in Attachment A2 to Exhibit A — Scope of Work for materials and supplies and Attachment A3 to Exhibit A — Scope of Work for personnel. As to Ghana, any such targets or requirements shall be identified to Contractor as part of the process to obtain a Permit To Operate As Petroleum Service Company In Ghana set forth in Attachment A10 to Exhibit A — Scope of Work

6.2                                      Contractor’s Drilling Unit, Services and Supplies.

(A)           General Provision. Except for  those items specifically provided in Section 7.1 to be furnished by Company, Contractor shall provide at its sole cost and expense the Drilling Unit and all Services, equipment, machinery, Drill Strings, tools, spare parts, consumables, maintenance, all onshore support costs, materials, supplies, insurance, overhead and profit, and all other reasonable costs incurred by Contractor in the administration of this Contract, including the items listed as Contractor’s responsibility on Exhibit A - Scope of Work and its Attachments. Replenishment of items furnished by Contractor shall be arranged by Contractor at its expense, and Contractor shall also be responsible for maintaining adequate stock levels to ensure prompt and efficient performance of Services.

(B)             Not Used.

(C)             Company’s Rights of Inspection and Rejection of the Drilling Unit and the Services.

(1)                        Right of Inspection and Rejection. Company shall at its expense, before the Commencement Date of the Contract or anytime during the

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Contract, have the right but not the obligation to inspect any equipment, machinery, drill strings, spare parts, tools, materials and supplies furnished by Contractor as well as check all records, measurements and tests prior to the Commencement Date and at any time thereafter. Company or its authorized representative(s) may inspect the Drilling Unit at sites owned or controlled by members of Contractor Group, their contractors or other operators upon reasonable notice during normal business hours (subject to the prior operator’s consent and schedule). Any equipment or other items that do not conform to the specifications of this Contract may be rejected by Company and must be repaired or replaced by Contractor, at its own expense, with equipment or items that are acceptable to Company.

(2)                        No Waiver of Company’s Rights. Company’s inspection of the Drilling Unit and/or Contractor’s performance of the Services does not excuse Contractor from any obligations under this Contract. Company’s failure to inspect, witness, test, discover defects, raise issues concerning or reject Services performed by Contractor that are not in accordance with this Contract does not relieve Contractor from the liabilities and obligations set out in this Contract or raise any defense to the insufficiency of Contractor’s performance.

(D)            Maintenance of the Drilling Unit and Ancillary Equipment.

(1)                        Contractor shall ensure that the Drilling Unit and all other items of Contractor’s equipment are properly maintained in good working order and repair throughout the Contract. Qualified service technicians shall be retained as necessary at Contractor’s sole cost to perform any maintenance, repair, or replacement required for the Drilling Unit. Unless as otherwise agreed by the Parties in writing, all costs related to any repairs or replacements of the Drilling Unit shall be effected by Contractor at its sole cost and expense as speedily as reasonably practical.

(2)                        Contractor must have a demonstrable Preventative Maintenance System (PMS). The repair and maintenance of all equipment located on the Drilling Unit including all Contractor equipment, and Company equipment subject to Contractor’s available personnel and capability shall be covered in the said PMS. Accordingly Contractor will develop and implement a Preventative Maintenance Procedure for all equipment and shall inform Company of the Preventative. Maintenance Schedule. Contractor must provide Company with a minimum of seventy-two hours notice for any proposed shutdown of equipment which will directly impact on the Operations. Company shall have the right to postpone any such planned shutdown of key equipment for a period of up to seventy-two hours. Thereafter Contractor will then have the right to shutdown the key equipment involved in order to carry out the required maintenance thereon.

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(3)                        Contractor will be allowed a maximum of twenty-four (24) hours per calendar month for repair and maintenance of surface (surface equipment having the meaning provided in Section 8.2) and thirty-six (36) hours per calendar month for Subsea Equipment (Subsea Equipment having the meaning provided in Section 8.2) for which payment will be made at the Operating Rate stated in Exhibit D - Compensation. Thereafter the Zero Rate shall he applicable. This allotment of time allowed for repair and maintenance of drilling items shall not be cumulative from month to month and may not be carried forward, rolled-over or banked to any future month.

Provided such maintenance operations do not impede the progress of normal operations, the time spent in changing mud pump fluid end components, replacement of swivel packing, slipping and cutting of drill line and other similar routine inspections and maintenance operations shall not be counted against the time period in the maintenance and repairs provisions of this Section 6.2(D)(3), Exhibit A, or elsewhere in this Contract.

(4)                        Contractor shall provide, store and maintain at all times a reasonable stock of spare parts and operating supplies sufficient to ensure the continuous and efficient operation of the Drilling Unit. If Operations are interrupted due to the non-availability of spare parts or operating supplies provided by Contractor, the applicable rate shall be the Zero Rate and Contractor shall be responsible for any additional logistical or other costs to deliver such spare parts or operational supplies to the Company’s designated shore base, until the Operations return to the status prior to such interruption.

(5)                        Contractor shall be responsible for arranging delivery of all spare parts and operating supplies necessary to replenish stocks from the Point of Origin to Company’s shorebase by the most expeditious means and all costs and expenses relating to the importation and/or exportation and the transportation thereof, including but without limitation all customs duties, clearing and brokerage charges, value added tax and other taxes and charges, shall be borne or handled by Contractor (in accordance with Section 6.3), who shall also wherever practicable supervise all activities of the packing company and its forwarding agent in order to expedite delivery and ensure proper documentation as required by applicable laws and regulations or the requirements of applicable government and certification authorities.

(E)              Certification of the Drilling Unit.

(1)                        With respect to suitability of use thereof for offshore Operations, the Drilling Unit shall be classed and certified by Lloyds, the American Bureau of Shipping, or Det Norske Veritas “DNV”. Contractor shall keep the Drilling Unit properly classed and certified throughout the Contract, a copy of the latest class survey, along with an estimated

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drydock schedule for the Drilling Unit, shall be provided to Company prior to the Commencement Date of the Contract.

(2)                        Contractor shall be permitted three and one-half (3.5) calendar days per contract year (i.e. 365 days from the Commencement Date) to conduct classification and other regulatory inspections to the Drilling Unit for which payment will be made at the Standby with Crews Rate stated in Exhibit D — Compensation. This allotment of time allowed for the Drilling Unit classification and other regulatory inspection shall be cumulative from Contract year to Contract year, and may be carried forward, rolled-over, and banked to any future year as specified immediately hereinbelow:

(a)           The timing for the conduct of the Drilling Unit classification and regulatory inspection shall be determined in consultation with Company. Once such an inspection has been conducted during this Contract, any excess of days accrued beyond the time required to complete the subject inspection shall be carried forward. If the time required to conduct the inspection exceeds the number of inspection days accrued, all such additional time utilized by Contractor shall be at Zero Rate. Following the completion of the Drilling Unit inspection, the Parties shall again start to accrue inspection days hereunder. In the event that the Operating Term has expired or this Contract has otherwise been terminated, Contractor may invoice Company for the pro-rata share of the inspection time accrued hereunder.

(3)                        Contractor shall carry out as required by the appropriate authorizing authorities, at Contractor’s sole expense, a structural inspection of the Drilling Unit by qualified surveyors.             Contractor will report the inspection results to Company prior to commencing or recommencing drilling Operations.

(4)                        The estimated schedule for the inspections to he carried out in Section 6.2 shall be as specified in Exhibit A – Scope of Work and shall be updated periodically throughout the Contract.

(5)                        Contractor warrants that the Drilling Unit is physically capable of drilling, completing, working over, and abandoning ▇▇▇▇▇ for oil and/or gas to the drilling depth(s) specified in Attachment Al to Exhibit A - Scope of Work.

(6)                        Contractor further warrants that, to the extent required under the law of the Country or any political subdivision thereof, the Drilling Unit either is certified under the laws of the Country or any political subdivision thereof for the conduct of drilling Services or will be so certified before the Commencement Date of the Contract. Contractor shall maintain such certification at its sole expense. If this warranty is breached with respect to any location within the Area of Operations, Company may

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terminate the Contract in accordance with the provisions of Section 3.4(A) and Contractor will be entitled only to compensation at the applicable rate set forth in Exhibit D - Compensation for all Services satisfactorily completed prior to such termination.

(F)              Contractor’s Drill String Components. Contractor shall initially supply a new or used string of internally coated drill pipe, HWDP, drill collars and subs (“Drill String”) and handling equipment in accordance with the requirements of Attachment A1 to Exhibit A – Scope of Work. In either case, a complete inspection in accordance with Attachment A5 to Exhibit A - Scope of Work shall be performed by a competent and reliable service company at Contractor’s sole expense prior to the Commencement Date of the Contract. Inspection results shall be made available to Company before the Commencement Date. Once the Drilling Unit has been fully accepted, then Contractor shall cause the Drill String to be inspected in accordance with the following:

(1)                        Contractor shall cause the Drill String components to be fully re-inspected at Contractor’s sole expense after the string has been in use for the time periods specified in Attachment A5 of Exhibit A - Scope of Work. The Drill String may be inspected at any other time at Company’s request and expense. Company, at its cost, may engage an independent inspector to observe inspections undertaken by Contractor.

(2)                        Any Drill String Components discarded as a result of inspections or re-inspection pursuant to this Section 6.2(F) shall be promptly replaced by Contractor at Contractor’s sole cost and expense (subject to any contrary provisions in the Contract) by an equal amount of new or used (or a combination of both) Drill String Component which meets the technical requirements set forth in Attachment A5 to Exhibit A – Scope of Work.

(3)                        Any drill pipe, drill collars, pup joints or subs furnished by Contractor which do not pass an inspection pursuant to this Section 6.2(F) shall be promptly replaced by like drill pipe, drill collars, pup joints or subs that meet Company’s requirements set forth in Table 1 of Attachment A5 to Exhibit A – Scope of Work or shall be re-cut to meet specifications set forth Attachment A5 to Exhibit A – Scope of Work. Such remedial work or replacement under this Section shall be for Contractor’s account, subject to any contrary provisions in the Contract. Cost of the replacement items shall be in accordance with Attachment 2 to Exhibit A – Scope of Work.

The cost obligation of the Contractor in Sections 6.2(F)(1) through (3) above are based on the use of the Category inspection standard in Attachment A5 to Exhibit A — Scope of Work. If the Company requires the use of Category 5 inspection standard then the Contractor remains obligated for the costs associated to Category 4 inspection standards; however the Company will pay the incremental difference between a Category 4 and Category 5 inspection including the cost of the rejected Drill String Components passing a Category 4 inspection but failing a Category 5 inspection.

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(G)             Hoisting Equipment. Once the Drilling Unit has been fully accepted in accordance with Attachment A4 then Contractor shall cause the hoisting equipment to be inspected in accordance with the following:

(1)                         Contractor shall provide and maintain all hoisting equipment in accordance with industry standards and as provided in this Section 6.2(G) and the specifications set forth in Attachment A6 to Exhibit A — Scope of Work.

(2)                         This hoisting equipment must meet or exceed the requirements set out in regulations promulgated by the American Petroleum Institute (“API”) and referred to as Specifications 8A and 8B and that all derricks meet the requirements of API Specification 4E and API Standard 4A. As stated in API Specification 8A: “Modifications, including welding, can be detrimental and substantially reduce the rating of the equipment and shall not be done without the approval of the manufacturer.”

(3)                         Elevators shall have no repairs or modifications of any kind, including, welding, heat treatment or changes in dimensions. Replacement parts, such as new springs or pins, must be certified by an API-approved company for load capacity and model numbers to the standards set by the manufacturer.

(4)                         Contractor shall provide written documentation of inspections for wear and defects, including dates, types of inspection, extent and results for all hoisting equipment other than elevators or derricks. Further, Contractor shall provide to Company written documentation for all repairs and modifications, including all welding and heat treatments. This documentation must also include written approval for these repairs and modifications as required by API Specification 8A.

(H)            Contractor’s Marine Riser, BOP and Well Control Systems.

(1)                         Upon Company’s request, Contractor must provide Company a copy of Contractor’s marine riser inspection program for Company review. During the Contract, Contractor shall at its own expense re-inspect the riser as provided in Contractor’s marine riser inspection program.

(2)                         Contractor shall provide all BOP and Subsea control systems as per Attachment Al to Exhibit A — Scope of Work and maintain the equipment in accordance with industry standards and as provided in this Section 6.2(H) and the specifications set forth in Attachment A6 to Exhibit A — Scope of Work. Contractor shall provide written documentation of inspections for wear and defects, including dates, types of inspection, extent and results for all BOP and Subsea control systems. Further, Contractor shall provide to Company written documentation for all repairs and modifications to the equipment and systems.

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(I)                      Additional Materials.   At Company’s written request, Contractor shall provide such additional materials not listed on Exhibit A – Scope of Work or which are not an integral part of the Drilling Unit. Company shall reimburse Contractor for such materials in accordance with the provisions of Section 9.1.

6.3                                           Import/Export Obligations.

(A)                Definitions Relating to Import/Export Obligations.

(1)                                  “Import/Export Charges” means properly and lawfully payable customs or import or export duties or taxes, and all other proper and lawful charges related to port or customs clearances or charged on the import or export of goods including pilotage, agent fees, brokerage fees, handling charges and port dues, which are charged in relation to Import/Export Items under any of the following circumstances:

(a)                                  Upon export of the Import/Export Items from the country of origin.

(b)                                 Upon import of the Import/Export Items into the Country or the Area of Operations.

(c)                                  If the Import/Export Items are subsequently exported, upon export of the Import/Export Items from the Country or the Area of’ Operations and upon import of the Import/Export Items into the destination country.

(2)                                  “Import/Export Exemptions” means exemptions from or reductions of Import/Export Charges obtained by Company or available to Contractor or Subcontractors.

(3)                                    “Import/Export Items” means Property (including intellectual property) that is imported into the Country or the Area of Operations (whether permanently or temporarily) in order for Contractor to perform the Services.

(B)                  Imports. Contractor is responsible for exporting all Import/Export Items from their country of origin (including deemed exports of software, technology or other intellectual property) and importing all Import/Export Items into the Country and the Area of Operations, and for obtaining all necessary permits, licenses, authorizations and clearances for the export and import of Import/Export Items. All other charges related to routine port clearances such as pilotage, agent fees, handling charges and port dues shall be for Contractor’s account.

(C)                  Import/Export Exemptions. Contractor shall take all actions necessary to ensure that all possible Import/Export Exemptions are obtained, and that all requirements for Import/Export Exemptions are complied with. Contractor shall not take any action that is prejudicial to obtaining any available Import/Export Exemption.

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(D)                 Payment of Import/Export Charges.     Contractor shall pay all Import/Export Charges, subject to reimbursement under Section 6.3(E), if applicable.

(E)                   Reimbursement. If an Import/Export Exemption is not available through no fault of Contractor, then Company shall reimburse Contractor for the actual documented cost of any Import/Export Charges that are paid by Contractor to a duly authorized representative of the government having jurisdiction, provided that Company has approved these costs in writing in advance and Contractor has complied with Sections 6.3(B) and 6.3(C). Contractor’s payment of Import/Export Charges shall be substantiated with each invoice.

(F)                   Exports after Completion of the Services.   Contractor is responsible for obtaining all necessary permits, licenses, authorizations and clearances for the export from the Country or the Area of Operations, and the import into the destination country, of any Import/Export Items which are exported from the Country or the Area of Operations. If an Import/Export Exemption includes an obligation to export an Import/Export Item from the Country or the Area of Operations, Contractor shall do so when the Import/Export Item is no longer needed for the Services. If export of Import/Export Items at the conclusion of the Services will result in a credit or lessening of Import/Export Charges reimbursable by Company under Section 6.3(E), Contractor shall do one of the following:

(1)                         Elect to export those Import/Export Items which are not permanently installed or consumed as part of the Services, in which case:

(a)               If the Import/Export Charge has been reimbursed by Company, Contractor shall pay the credit to Company or pay Company an amount equal to the credit immediately following receipt.

(b)              If the Import/Export Charge has not been reimbursed by Company, Contractor has no entitlement to reimbursement for it under Section 6.3(E), and no obligation to pay the credit, or an amount equal to the credit, to Company.

(2)                         Elect not to export those Import/Export Items which could have been exported, in which case:

(a)               If the Import/Export Charge has been reimbursed by Company, Contractor shall pay Company an amount equal to the credit which could have been obtained immediately following the election not to export.

(b)              If the Import/Export Charge has not been reimbursed by Company, Contractor has no entitlement to reimbursement for it under Section 6.3(E), and no obligation to pay Company an amount equal to the credit that could have been obtained.

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7.                                      ITEMS TO BE FURNISHED BY COMPANY

7.1                                           Company Items.

(A)                Company shall furnish, maintain and replace as necessary, at its expense, the equipment, machinery, tools, supplies, materials, items and services specified in Attachment A2 to Exhibit A – Scope of Work (“Company Items”).

(B)                  The Representatives of Company and Contractor shall jointly take an inventory of all Company Items prior to the Commencement Date, after completion or termination of each well, at completion of the Services (or, if this Contract is terminated earlier, the date of termination), during the transfer of the Drilling Unit between Kosmos and Noble during the five (5) drilling program segments outlined in Section 3.2 or any option period of the Contract, and at any other time as requested by either Party.

(C)                  Upon receipt of any Company Item, Contractor shall verify receipt and visually inspect same with reasonable diligence expected of an international drilling contractor and shall immediately advise Company of any shortages and defects observed within forty-eight hours of receipt. If Contractor fails to so advise Company of any shortages and defects observed, it shall be presumed that such items were received by Contractor and were in a good state of repair and operating condition, defects not apparent by visual inspection excepted.

(D)                 Contractor shall properly store, protect and account for Company Items and must maintain records for identification and customs requirements.

(E)                   Contractor shall operate all Company Items in conformity with all applicable laws, certifications, licenses, and manufacturer’s requirements.

(F)                   Contractor, at its expense, shall provide the routine maintenance required to keep Company Items in good and safe operating condition, that is, such maintenance as Contractor can reasonably provide using Contractor’s personnel and equipment. If such items require repair work beyond the scope of Contractor’s routine maintenance or require replacement, such repair and replacement shall be for Company’s account, subject to prior mutual agreement as to cost. Contractor shall use its best efforts consistent with generally accepted industry standards to make such repairs or replacement and Company shall reimburse Contractor in the manner provided in Section 9.1. If such repairs or replacement are required due to damage or loss arising out of the failure of Contractor to follow generally accepted industry standards with regards to maintenance, then Contractor’s liability for such shall be governed by Section 14.3.

(G)                  Company may, on giving reasonable notice and subject to Contractor’s acceptance, instruct Contractor to furnish any of the items listed in Attachment A2 to Exhibit A — Scope of Work which Company is required to furnish and such items shall at all times be considered Company equipment, items and personnel (if applicable) unless otherwise mutually agreed in writing. If items are so furnished, Company shall reimburse Contractor pursuant to Section 9.1.

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(H)                 All Company Items which are not consumed during the performance of Services must be returned to Company in substantially the same condition that existed at the time such Company Items were furnished to Contractor fair wear and tear accepted. The time to return Company Items is at the termination of this Contract or at any other time requested by Company.

(I)                      Company is not entitled to any compensation from Contractor for normal wear and tear of Company Items or for the consumption of any Company Items used by Contractor during the performance of Services. Any damage or deterioration to the Company Items beyond normal wear and tear and caused by Contractor’s negligence must be compensated by Contractor by paying Company either the actual cost to repair or diminution in value, as prescribed by Company. Alternatively, if directed by Company, Contractor may deduct this amount from its final invoice.

(J)                     Within thirty (30) days after completion of the Services or, if this Contract is terminated earlier, the effective date of such termination, Contractor shall furnish to Company a fully detailed, complete reconciliation of all Company Items. This reconciliation must include the inventory referred to in Section 7.1(B) and other information required by either the Company Representative or Contractor Representative. The original reconciliation must be signed, dated, and submitted to Company.

7.2                                           Emergency Medical Treatment and Emergency Medical Evacuation. Subject to Section 14.7, Company shall make available to Contractor and its subcontractors emergency medical treatment at Company’s medical facilities in or near the Area of Operations and emergency medical evacuation services. Company shall invoice Contractor for such services, provided however, that transportation between the Drilling Unit and Company shore base shall be for Company’s account.

8.                                                          COMPENSATION

8.1                                           Service Rates. Contractor shall be compensated by Company for performing the Services and meeting all of its obligations under the Contract and the Company shall reimburse the Contractor in accordance with the rates set forth in Exhibit D — Compensation in accordance with the provisions of Sections 8.1(A) through 8.1(H) as full compensation for Services rendered and the Drilling Unit, equipment, personnel, materials, machinery, Drill Strings, tools, spare parts and supplies furnished by Contractor in conformance with this Contract. Daily rates shall be prorated on the basis of a twenty-four hour calendar day to the nearest one-half hour. As provided in Section 6.2(A) any costs to operate in the Country that are normally or legally borne by the Contractor are included in the Service rates indicated below and as specified in Exhibit D — Compensation. No other payments shall be due by Company to Contractor other than those specifically provided for in this Contract.

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(A)                Mobilization Fee (the “Mobilization Fee”). Contractor’s Mobilization Fee for the Drilling Unit and crew and for performing all Services, including all Services necessary to otherwise prepare for commencement of actual drilling Operations at the first well location shall be as specified in Exhibit D — Compensation if one is agreed to be paid. Mobilization shall commence from the mobilization origin point identified in Exhibit A — Scope of Work and shall be completed when the Drilling Unit arrives at the mobilization delivery point identified in Exhibit A — Scope of Work with all anchors tensioned at operational draft and all required equipment on board in full readiness to commence operations when so instructed by Company and Company has issued Acceptance of the Drilling Unit as per Attachment A4 to Exhibit A — Scope of Work. It is noted that the costs of providing the following items are specifically excluded from the Mobilization Fee: towing/transport vessels, anchor handling vessels, safety standby vessel, fuel for all vessels and the Drilling Unit, and rig positioning services which shall be provided by Company. Mobilization Fee shall be invoiced within thirty days after the Commencement Date.

(B)                  Operating Rate (the “Operating Rate”). Subject to being superseded by any other Service rate or fee provided for in this Section 8.1, Company shall pay Contractor the Operating Rate specified in Exhibit D — Compensation per twenty-four hour (subject to pro-ration) day beginning on the Commencement Date and continuing throughout the Contract, including, but not limited to, drilling, suspending or abandoning, sidetracking (which for sake of clarity includes the drilling of multilateral ▇▇▇▇▇), Subsea completions, workovers, or testing, deepening, reaming, coring, drill stem testing, picking up drill pipe, tripping, circulating and conditioning mud, running and cementing casing, waiting for cement, logging, performing routine maintenance, waiting fbr orders (except as provided in Section 8.1(E)), nippling up, running tubing, testing, completing and re-completing the well and swabbing and slipping and cutting the drilling line, except during periods of time when Zero Rate or any other Service rate is applicable as set forth in Exhibit D — Compensation. The Operating Rates specified in Exhibit D are based on the withholding tax rate in Ghana being 5% and the withholding tax rate in Equiatorial Guinea being 6.25%. Zero or other withholding tax rates (as applicable) will apply during mobilization periods.

(C)                  Moving Rate (the “Moving Rate”). The Moving Rate shall be in effect during the time when the Drilling Unit is being moved between two Company well locations commencing when the last anchor has been bolstered and the Drilling Unit is underway to the next well location and shall continue to be paid while the Drilling Unit is in transit. The Moving Rate shall cease to be paid when the Drilling Unit has arrived at the next well location, the Drilling Unit is positioned over the next well location and the Drilling Unit is anchored and its anchoring systems are pre-tensioned and all required Contractor equipment, third party equipment and Company equipment is on hand and in full readiness to commence Operations when so instructed by Company. Company shall pay Contractor the Moving Rate specified in Exhibit D — Compensation per twenty- four hour day (subject to pro-ration) if one is agreed to be paid in Exhibit D - Compensation.

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(D)  Standby with Crews Rate (the “Standby with Crews Rate”). The Standby with Crews Rate shall be in effect at any time after the Commencement Date when the Drilling Unit is on location fully manned and operational and otherwise held in full readiness to proceed with Operations, but is unable to undertake Operations because of the following:

(1)           Shutdown for local holidays occurs or, at Company’s request, the drilling Services are shut down.

(2)           Contractor’s expatriate crews are not released.

(3)           Waiting on instructions from Company or delivery of equipment, materials or supplies to be furnished by the Company, failure or loss of or damage to Company’s Equipment (provided that during such waiting periods Contractor’s Drill String is not in use).

(4)           During classification and other regulatory inspections to the Drilling Unit as indicated in Section 6.2(E)(2).

For Sections 8.1(D)(1), (2) and (3), the first twenty-four consecutive hours of Standby with Crews Rate, the Operating Rate as specified in Section 8.1(B) shall apply. After the first twenty-four hours of Standby with Crews Rate, Company shall pay Contractor the Standby with Crews Rate specified in Exhibit D — Compensation per twenty-four hour day (subject to pro-ration) until: (a) Services arc recommenced, (b) such rate is superseded by the Extended Standby Rate as provided below or another rate (c) the Contract terminates or expires, whichever is earlier.

For Section 8.1(D)(4), when the Drilling Unit is undergoing classification and regulatory inspections, the Standby with Crews Rate shall apply at all times.

(E)   Extended Standby Rate (the “Extended Standby Rate”).

(1)           The Extended Standby Rate means the time when Company requires Contractor to hold the Drilling Unit available to Company for a more extended period of time than contemplated during Standby with Crews Rate in accordance with Section 8.1(D) and Company directs Contractor to reduce its crew.

(2)           An Extended Standby Rate period may not commence until after ten days of Standby with Crews Rate has passed. Company shall give Contractor notice of commencement of any Extended Standby Rate period.

(3)           During Extended Standby Rate periods, Company shall pay Contractor the Extended Standby Rate as stated in Exhibit D — Compensation per twenty-four hour day less any mutually agreed savings, which could include but not be limited to potential reductions in personnel (i.e. salary plus Payroll Burden).

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(4)           Company and Contractor shall mutually agree on the number of days of advance written notice that Company shall give Contractor to remobilize its personnel prior to the end of the Extended Standby Rate period.

(5)           Company will reimburse Contractor all direct costs, including airfare pursuant to Section 9.4 for returning released personnel to their Point of Origin during Extended Standby Rate periods and again upon returning the personnel to the Area of Operations immediately prior to the recommencement of Services.

(F)   Rate During Force Majeure Event (the “Force Majeure Rate”).

(1)           If any Force Majeure Event causes the suspension of Services, then:

(a)           Contractor shall he entitled to receive the Force Majeure Rate.

(b)           Company may extend the Operating Term for any or all of the Force Majeure period, subject to Company’s right to termination set forth in Section 8.1(F)(2).

(c)           If such suspension continues beyond thirty (30) days Company will pay Contractor thereafter one-half of the Extended Standby Rate until recommencement of Services or the Contract is terminated as set forth in Section 8.1(F)(2). In addition, if the Zero Rate is applicable for a Force Majeure Event, Contractor shall have the right to terminate the Contract unless Company has agreed to continue to pay the applicable Force Majeure Rate.

(2)           Company shall have the right to terminate this Contract, effective at least ninety (90) calendar days after the Force Majeure Event, by giving Contractor at least live calendar days prior written notice of termination. Company shall not be obligated to pay Contractor any further compensation after the effective date of such termination pursuant to this Section 8.1(F) other than for any monies owed for Services performed prior to such date and if applicable, the Demobilization Fee and termination fee as specified in Section 3.7. In addition, if the Zero Rate is applicable for a Force Majeure Event, Contractor shall have the right to terminate the Contract unless Company has agreed to continue to pay the applicable Force Majeure Rate.

(G)  Redrill Rate (the “Redrill Rate”). If all or part of the hole is lost or damaged due to Contractor’s sole fault or negligence and Company elects that Contractor re-drill a portion of the hole or drill a new hole at a location to be designated by Company, then Company shall pay Contractor at the Redrill Rate as stated in Exhibit D - Compensation from the time of loss or damage until: (a) the new hole has reached the depth at which the original hole was abandoned or (b) the section has been re-drilled to the reasonable satisfaction of Company. If

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Contractor is not solely at fault or solely negligent for the loss or damage to the hole, Contractor shall be paid the applicable Service rate.

(H)  Demobilization Fee (the “Demobilization Fee”). As full compensation for demobilizing the Drilling Unit and Contractor’s expatriate and national personnel on completion or abandonment of the last well to be drilled under this Contract, or upon early termination of the Contract in accordance with the provisions of Section 3.7, Company shall pay Contractor the Demobilization Fee if one is agreed to be paid in Exhibit D — Compensation subject to the provisions below. Demobilization shall commence when the last anchor is bolstered and the Drilling Unit is one (1) nautical mile from the last Company well location. It is noted that the costs of providing the following items are specifically excluded from the Demobilization Fee: towing vessels, anchor handling vessels, safety standby vessel, fuel for all vessels and the Drilling Unit, and rig positioning services which shall be provided by Company until Demobilization is complete.

(1)        Demobilization shall be considered complete when all Company’s equipment and personnel have been off-loaded and the Drilling Unit reaches the demobilization point as specified in Exhibit A — Scope of Work.

(2)        In the event that Contractor has not removed the Drilling Unit from the last well within the number of days set forth in Exhibit A — Scope of Work and in Sections 2.9 and 2.11, no Demobilization Fee will be paid by Company.

(I)    Rate When the Services Are Taken Over by Company. Company shall pay Contractor in accordance with Section 2.13(C)(2) when the Services are taken over by Company.

(J)    Service Rate After Reinstatement of the Contract. If Company has terminated the Contract and subsequently reinstates the Contract under Section 3.8, Company shall pay Contractor the rate in effect as of the termination of the Contract for the recommenced Services, unless otherwise agreed by the Parties in writing. Contractor shall not be entitled to any compensation for the period between such termination and reinstatement.

(K)  Off Weather Rate. At any time one of the rates specified in Sections 8.1(B) or 8.1(C) is in effect, such rate shall continue to apply when normal Operations cannot be carried out due to adverse sea, loop/eddy currents, or adverse weather conditions, such as named tropical storms or inability to move due to weather for up to twenty four consecutive hours. Thereafter, Company shall pay the amount specified in the Contract per twenty-four hour day (“Off Weather Rate”) until Operations are recommenced or the Contract terminates or expires, whichever is earlier. Contractor’s superintendent in charge aboard the Drilling Unit shall make final determination as to when Operations are to be suspended and resumed in the event of these conditions.

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(L)   Zero Rate. Zero percent of the Operating Rate.

8.2           Effect of Mechanical Failure or Damage to the Drilling Unit. Unless otherwise provided in the Contract if there is a Work stoppage, the following shall apply:

(A)  Work Stoppage Due to Drilling Unit Surface Equipment.

(1)        As used herein, “surface equipment” means Contractor’s drilling equipment that is not defined as “Subsea Equipment” in Section 8.2(C). Except as provided in Section 8.2(A)(2), if there is a Work stoppage due to mechanical failure or damage to the Drilling Unit surface equipment, Contractor is allowed the number of hours per calendar month to effect repairs to the Drilling Unit as set out in Exhibit A - Scope of Work.

(2)        If the Work stoppage continues in any calendar month beyond the number of hours allowed as set out in Exhibit A - Scope of Work, the Zero Rate shall apply. If Contractor unreasonably fails to immediately initiate and continue corrective action or fails to repair the surface equipment within ninety (90) calendar days so that the performanceof the Services can be re-commenced, Company may at any time after such ninety (90) day period, suspend or terminate the Contract. Company may give Contractor a written request to furnish a remediation plan including key milestones. Contractor shall provide the remediation plan to Company within a reasonable time after receipt of the written request from Company.

(3)        The monthly allotment of downtime allowed under Section 8.2(A)(1) shall not be cumulative from month to month and may not be carried forward, rolled over, or banked to any future month; and is not additional to the provisions of Section 6.2(D)(3).

(B)   Mechanical Failure due to Contractor’s Negligence.

(1)           If Services stop due to mechanical failure or damage to the Drilling Unit attributable to the sole and gross negligence of Contractor, then there shall be no further payments or other compensation due Contractor from Company until recommencement of drilling Services or the Contract is terminated or expires.

(2)           If Contractor unreasonably fails to immediately initiate and continue corrective action or fails to repair the surface equipment within ninety (90) calendar days so that the performance of the Services can be re-commenced, Company may at any time after such ninety (90) day period, suspend or terminate the Contract. Company may give Contractor a written request to furnish a remediation plan including key milestones. Contractor shall provide the remediation plan to Company within a reasonable time after receipt of the written request from Company.

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(C)   Work Stoppage Due to Drilling Unit Subsea Equipment.

(1)           If the Work stoppage is due to a mechanical failure or damage to the Drilling Unit’s Subsea Equipment then Contractor is allowed the number of hours per calendar month to effect the repairs to the Drilling Unit as set out in Exhibit A – Scope of Work. After such allowance is used up, the Zero Rate shall be applicable until either the recommencement of the Work or the Contract is terminated or expires. As used herein, “Subsea Equipment” means riser, slip joint, Subsea flex joint, flexible and hydraulic hoses, Subsea guidelines, choke and kill lines, LMRP, BOP stack (excluding the riser tensioner system), mooring system components when deployed below the water line (chain, wire, anchors, links, etc.) and BOP pods and associated lines.

(2)           If Contractor unreasonably fails to immediately initiate and continue corrective action or fails to repair the surface equipment within ninety (90) calendar days so that the performance of the Services can be recommenced, Company may at any time after such ninety (90) day period, suspend or terminate the Contract. Company may give Contractor a written request to furnish a remediation plan including key milestones. Contractor shall provide the remediation plan to Company within a reasonable time after receipt of the written request from Company.

(3)           The monthly allotment of downtime allowed under Section 8.2(C)(1) shall not be cumulative from month to month and may not be carried forward, rolled over, or banked to any future month and is not additional to the provisions of Section 6.2(D)(3).

(4)           If the BOP stack has been deployed and functional for a minimum consecutive period of one hundred eighty (180) days (as used herein, the “Extended Period”), the Parties will decide upon an appropriate time to pull the stack and perform preventative maintenance. The pulling, preventative maintenance, and redeployment shall be at the Operating Rate. Any repairs required after pulling the stack and prior to redeployment that at the reasonable opinion of Company and Contractor’s representatives on board the Drilling Unit were caused due to the deferred preventive maintenance during the Extended Period shall be performed at the Operating Rate. All other repairs will be performed at the rate allowed under Section 6.2(D)(3).

(5)           Subsea Equipment Work stoppage time includes time when normal Work is suspended to facilitate the recovery, deployment, repair, maintenance or replacement of Subsea Equipment that is lost, damaged, or not functioning as required other than by Force Majeure.

8.3           Variation of Service Rates. The Service rates set forth in Exhibit D – Compensation shall be revised to reflect documented changes in payroll related costs and equipment related costs as specified in Exhibit D (II) (8).

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8.4           Variation of Rates Due to Changes in Law. If after the Effective Date of this Contract, there occur any changes or amendments to any Ghana or Equatorial Guinea or other country of operation (as appropriate) statute, ordinance, decree or other law or regulation or enforcement change of any local or duly constituted authority, or the introduction of any such Ghana/Equatorial Guinea statute, ordinance, decree, or law which causes additional costs to Contractor in the execution of the Work, such additional costs which can be demonstrated to so significantly impact (One Thousand United States Dollars per day or greater) the profit realized from the Work to Company’s reasonable satisfaction upon submittal of supporting documentation, may be paid by Company and the compensation payable hereunder adjusted accordingly.  If the changes or amendments to any Ghana/Equatorial Guinea statute, ordinance, decree or other law or regulation cause a decrease in costs to Contractor in the execution of the Work, then the compensation will be adjusted accordingly. Notwithstanding the foregoing, if a change in law or change in enforcement of law under this Section 8.4 would result in an increased cost to Company in excess of $25,000.00 per day, Company shall have the right to treat such change in law or enforcement as a Force Majeure under Section 20.

9.        REIMBURSEMENTS TO CONTRACTOR

9.1           Reimbursement for Additional Materials and Services. If Company elects to have Contractor furnish certain additional materials and services not included on Exhibit A – Scope of Work and Contractor agrees to furnish such materials and perform or arrange for the performance of such Services, Company shall reimburse Contractor for the actual cost including actual documented freight costs incurred in furnishing such items. In addition, except for capital additions or modifications to the Drilling Unit that are agreed to, Contractor shall be entitled to charge Company a handling charge in accordance with the following amounts or percentages of the Contractor’s net final cost for such service and/or materials:

(A)  Six percent where such cost or price is more than (US$1,000) but less than (US$10,000).

(B)   Four percent where such cost or price is equal to or more than (US$10,000) but less than (US$100,000).

(C)   Two percent where such cost or price is equal to or more than (US $100,000).

In no event shall the Handling Charge payable by Company hereunder exceed Ten Thousand U.S. Dollars (US$10,000) per order. Such additional materials provided under this Section 9.1 are considered materials of Company unless otherwise agreed.

9.2           Requirement to Competitively Bid. Unless otherwise mutually agreed in writing, any item purchased at Company’s request under Section 9.1 whose estimated cost is (US$10,000) or more and is available from more than one supplier shall be competitively bid. Contractor shall notify Company of the actual cost of such Service, purchase price or all bids and shall secure the prior

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approval of Company’s Representative prior to making any commitments. Invoices for Services under this Section 9.2 shall require the written approval of Company’s Representative and shall be handled in accordance with Section 10. Company shall receive the full benefit of any and all trade or cash discounts or rebates realized by Contractor as to items for which Contractor is seeking reimbursement from Company.

9.3           Reimbursement for Additional Personnel.  Contractor shall be reimbursed for additional personnel requested by Company at the rates listed on Attachment A3 to Exhibit A — Scope of Work. In the absence of such listed personnel rates for the required positions, Company shall reimburse Contractor for the cost of additional personnel, as provided in Section 6.1(A)(4), on the basis of one of the following:

(A)  A lump sum amount that is agreed to by the Parties. The Parties agree to incorporate this amount into the applicable daily rates by entering into an amendment of Exhibit D - Compensation.

(B)   An amount equal to Contractor’s cost for salary plus Payroll Burden.

9.4           Reimbursement for Contractor’s Personnel Air Transportation. At any time Company is required to reimburse Contractor for personnel air transportation, Company shall reimburse Contractor the cost thereof up to but not to exceed the cost of economy air fare by the most expedient route to and from the Point of Origin identified in Exhibit A – Scope of Work.

9.5           Reimbursement for Meals and Lodging. The Service rates set forth in Section 8.1 and Exhibit D – Compensation include meals and lodging for the number of Company Persons and those of Company’s other contractors specified in Exhibit D – Compensation. Meals and lodging for additional persons shall be at the rate or the lump sum specified in Exhibit D - Compensation.

10.          FINANCIAL MATTERS

THIS SECTION OF THE CONTRACT HAS DIFFERENT FINANCIAL/PAYMENT PROVISIONS FOR EACH OF KOSMOS AND NOBLE WHICH SHALL APPLY EXCLUSIVELY TO EACH OF THESE TWO (2) ENTITIES SEPARATELY AND INDEPENDENTLY.

SECTIONS 10.1 THROUGH 10.6 APPLY TO KOSMOS:

10.1         Contractor’s Invoices.

(A)  Contractor shall send original invoices to Company for the expected rates and fees payable under the Contract forty-five (45) days in advance of the first day of each month to which the invoice charges are projected to apply. Contractor shall direct these invoices to the Company address set out in Exhibit D — Compensation.

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(B)   Contractor shall include all of the following information in every invoice:

(1)        The title and number of this Contract.

(2)        The amount due in the Currency.

(3)        If applicable, all the following:

(a)           The amount of local currency due.

(b)           The value added tax, goods and services tax, sales tax or other taxes which Contractor proposes to collect or for which it will seek reimbursement from Company (including a tax assessed against Company but collected by Contractor).

(c)           Contractor’s tax registration number(s).

(4)        The relevant bank account information of Contractor.

(5)        Contractor shall also comply with the Invoicing Procedures of Kosmos attached hereto as Exhibit F.

(C)   Within 30 days after each month, Contractor shall provide Company a new, original invoice of actual costs and charges for the month billed in advance pursuant to Section 10.1(a) including a reconciliation of actual charges against the advance payment made by Company.

(D)  All invoices rendered pursuant to Section 10.1 (C) shall be supported by Company approved timesheets, equipment sheets and shipping manifests where applicable, and shall be submitted in accordance with the provisions set forth in this Section 10.1. Contractor shall provide to Company’s satisfaction a detailed explanation to support the actual charges incurred, including hours worked, itemized expense accounts (with support vouchers), third party invoices, specific details of all other reimbursable costs incurred and any other requested information. To the extent requested by Company (subject to applicable laws and regulations), Contractor shall separately state, re-phrase, combine or separately invoice items in order to minimize the amount of value-added tax, goods and services tax, sales tax or other taxes which Contractor is required by law to collect or for which it will seek reimbursement from Company (including any tax that may be assessed against Company but collected by Contractor) applicable to any transaction under this Contract. In addition, each invoice shall be an original invoice from Contractor and from each vendor whose charges are included in the Contractor invoice as required by the Petroleum Agreement with The Republic of Ghana, Ghana National Petroleum Corporation and Kosmos Energy Ghana HC dated July 22, 2004.

(E)   Contractor, by delivering an invoice under Section 10.1(C), represents and warrants that its invoice and all documents submitted in support of its invoice

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(including third party invoices, vouchers, financial settlements, ▇▇▇▇▇▇▇▇ and reports) are true and correct.

(F)   Company may provide to Contractor, and Contractor shall accept and honor, an exemption certificate, a letter from the appropriate authority or a letter from Company agreeing that Company will self-assess and remit taxes, for one or more relevant taxing jurisdictions (instead of payment to Contractor), and Contractor shall not invoice Company for those taxes identified in the exemption certificate or letter. Company shall defend and fully indemnity Contractor from any and all costs arising from any challenges, actions, or assessments arising from Contractor’s reliance on an exemption certificate or similar letter presented by or on behalf of Company.

(G)   Right to Withhold Payments

(1)           If Company disputes all or part of an invoice rendered under Section 10.1(C) (including a Dispute about whether Contractor has fully complied with Section 10.1), Company shall notify Contractor of the Dispute.

(2)           If Company notifies Contractor of a Dispute in relation to part of an invoice, Contractor shall deposit the funds relative to Company’s Dispute in an escrow account until the Dispute is resolved.

10.2         Invoice Payments. Company shall pay Contractor’s invoices as follows:

Payment Timing. Company shall pay the invoice amounts at least fifteen (15) days in advance of the first day of the month to which the invoice applies. In the event of late payment, the parties must reach agreement within fifteen (15) days in order to avoid a suspension of operations. If payment resolution is not reached timely, Contractor may suspend operations at the Standby With Crews Rate until all outstanding amounts owed by Company to Contractor are paid in full. All invoices shall thereafter be substantiated by appropriate supporting documentation satisfactory to Company (such as Company-approved time sheets showing the applicable rates, third party invoices and other documentation of costs incurred by Contractor) to substantiate amounts chargeable to Company, consistent with the terms and conditions of the Contract. On a monthly basis, the Parties agree to review the total of the advance invoice(s) presented and paid relative to the proper charges for the goods and services actually provided by Contractor hereunder. Following this reconciliation, appropriate credit or supplemental invoices shall be prepared by Contractor for presentation to Company. Any resulting supplemental invoice or credit request shall be paid/issued within ten (10) days of receipt of the supplemental invoice or credit request as appropriate. In the event that Company fails to pay the supplemental invoice within ten (10) days of receipt, Contractor may provide written notice of the delinquency to Company. If Company fails to then make payment in full to Contractor within five (5) days of receipt of the delinquency notice, Contractor may suspend operations at the Standby With Crews Rate until all outstanding amounts owed by Company to Contractor are paid in full. Contractor may also opt to terminate this Contract for Company’s failure to make full payment hereunder. In

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the event of such termination, Company shall remain liable to pay Contractor eighty percent (80%) of the Operating Rate for the balance of days of dayrate operations remaining in the Kosmos’ designated segments of the Contract or until the Drilling Unit commences dayrate operations with another operator, whichever occurs first. In the event that substitute operations with another operator are secured, Kosmos shall be given credit for the dayrate payments made to Contractor for such substitute work. In the event that the dayrates paid to Contractor under such substitute work are less than the dayrates payable by Kosmos under this Contract, Kosmos shall remain liable to pay Contractor the full difference between the two (2) rates.

10.3                                     No Waiver of Company’s Rights. The payment of, objection to or failure to object to any invoice, or any payment or settlement in resolution of any Dispute, or any combination of these matters does not constitute acceptance by Company of the accuracy or justification of Contractor’s invoices. Any payment by Company is made on the condition that Company reserves the right to challenge, at a later time, the validity of any invoiced amount.

10.4                                     Liens and Subcontractor Payments.

(A)                Contractor’s Obligation. Contractor shall pay (or procure the payment of) any valid Claims owed by Contractor or Subcontractors for personnel, materials and equipment used in the performance of the Services as they become due. Except as may arise by operation of law, no Lien may become fixed upon any property of Company Group or Contractor as a result of Contractor failing to pay (or to procure the payment of) its debts or the debts of Subcontractors when due.

(B)                  Company’s Right to Pay. If Contractor fails to pay (or fails to procure the payment of) valid Claims owed by Contractor or Subcontractors, Company has the right to pay these Claims and to offset these payments against amounts due or which become due to Contractor under this Contract. Except as required by law, court order or other lawful authority, Company shall not pay Claims that Contractor is actively contesting if Contractor has taken all actions necessary (including the posting of a bond or other security to remove Liens on any property of Company Group) to protect the interests of Company Group.

(C)                  Contractor’s Certificate of Payment. Before Company pays any of Contractor’s invoices, Company may require Contractor to certify that there is no unsatisfied Claim for personnel or equipment payable by Contractor in relation to the Services provided under this Contract.

10.5                                     Overpayments. Contractor shall pay to Company any money paid to Contractor by Company under this Contract to which Contractor was not entitled, as soon as Contractor becomes aware of that overpayment or repayment is requested in writing by Company.

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10.6                                     Electronic Procurement

(A)                Company may implement an electronic procurement process to enhance the management of this and other commercial transactions from requisition through payment.

(B)                  If an electronic procurement process applicable to this Contract is implemented by Company during the effectiveness of this Contract, Contractor agrees to coordinate with Company to support implementation in a manner agreed to by Company and Contractor.

SECTIONS 10.7 THROUGH 10.12 APPLY TO NOBLE:

10.7                                     Contractor’s Invoices.

(A)                Contractor shall send invoices each month to the Company address set out in Exhibit D – Compensation. All invoices shall be supported by Company approved timesheets, equipment sheets and shipping manifests where applicable, and shall be submitted in accordance with the provisions set forth in this Section 10.7.

(B)                  Contractor shall include all of the following information in every invoice:

(1)                                  The title and number of this Contract.

(2)                                  The amount due in the Currency.

(3)                                  If applicable, all the following:

(a)                                  The amount of local currency due.

(b)                                 The value added tax, goods and services tax, sales tax or other taxes which Contractor proposes to collect or for which it will seek reimbursement from Company (including a tax assessed against Company but collected by Contractor).

(c)                                  Contractor’s tax registration number(s).

(4)                                  The relevant bank account information of Contrator.

(C)                  With each invoice, Contractor shall provide to Company’s satisfaction a detailed explanation to support its charges, including hours worked, itemized expense accounts (with support vouchers), third party invoices, specific details of all other reimbursable costs incurred and any other requested information. To the extent requested by Company (subject to applicable laws and regulations), Contractor shall separately state, re-phrase, combine or separately invoice items in order to minimize the amount of value-added tax, goods and services tax, sales tax or other taxes which Contractor is required by law to collect or for which it will seek reimbursement from Company (including any tax that may be assessed against Company but collected by Contractor) applicable to any transaction under this Contract.

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(D)                 Contractor, by delivering an invoice, represents and warrants that its invoice and all documents submitted in support of its invoice (including third party invoices, vouchers, financial settlements, ▇▇▇▇▇▇▇▇ and reports) are true and correct.

(E)                   Company may provide to Contractor, and Contractor shall accept and honor, an exemption certificate, a letter from the appropriate authority or a letter from Company agreeing that Company will self-assess and remit taxes, for one or more relevant taxing jurisdictions (instead of payment to Contractor), and Contractor shall not invoice Company for those taxes identified in the exemption certificate or letter. Company shall defend and fully indemnity Contractor from any and all costs arising from any challenges, actions, or assessments arising from Contractor’s reliance on an exemption certificate or similar letter presented by or on behalf of Company.

(F)                   Contractor shall submit all invoices to Company as soon as possible, but no later than three (3) months after completion of the Services on each well under this Contract. Company will not pay invoices submitted after this date unless otherwise agreed to by the Parties.

10.8        Invoice Payments.   Provided Contractor’s invoices comply with Section 10.7, Company shall pay Contractor’s invoices as follows:

(A)                Payment Timing. Company shall pay undisputed invoice amounts within thirty (30) days from Company’s receipt of the invoice.

(B)                  Right to Withhold Payments.

(1)                                  If Company disputes all or part of a paper invoice (including a Dispute about whether Contractor has fully complied with Section 10.7), Company shall notify Contractor of the Dispute and pay the undisputed portion.

(2)                                  If Company notifies Contractor of a Dispute in relation to part of a paper invoice, Company may withhold the disputed portion until the Dispute is resolved.

(3)                                  If Company disputes an electronic invoice, Company may reject the invoice and Contractor shall correct all deficiencies and errors before resubmitting that invoice. If Company pays a disputed electronic invoice, Contractor shall reimburse Company for the disputed items (including those resulting from pricing, discount calculation or sales tax calculation errors) after payment is made.

(4)                                  If Company notifies Contractor of Contractor’s failure to comply with any obligation of this Contract, and Contractor remains in non-compliance for a period of five (5) days after receiving Company’s notice of non-compliance, Company may withhold payment of any outstanding invoice until Contractor is in full compliance.

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(C)                  Notification of Non-Payment of an Undisputed Invoice. If Contractor has not received payment of any undisputed invoice amount that otherwise complies with Section 10.7 for more than thirty (30) days after Company’s receipt of that invoice, Contractor may notify Company of this non-payment. Interest shall accrue on all undisputed past due invoices at the rate of one percent (1%) per month or the maximum legal amount, whichever is less, until paid in full. Company will immediately make reasonable efforts to resolve the issue. If full payment is not received within thirty (30) days of receipt of the notice of non-payment, Contractor may suspend its performance of the Contract and remain of the Standby With Crews Rate until all outstanding amounts owed by Company to Contractor are paid in full. Contractor may also opt to terminate this Contract for Company’s failure to make full payment hereunder. In the event of such termination, Company shall remain liable to pay Contractor eighty percent (80%) of the Operating Rate for the balance of days of dayrate operations remaining in the Noble designated segments of the Contract or until the Drilling Unit commences dayrate operations with another operator, whichever occurs first. In the event that substitute operations with another operator are secured, Noble shall be given credit for the dayrate payments made to Contractor for such substitute work. In the event that the dayrates paid to Contractor under such substitute work are less than the dayrates payable by Noble under this Contract, Noble shall remain liable to pay Contractor the full difference between the two (2) rates.

(D)                 Banking Regulations and Currency Requirements. Subject to all applicable laws, including banking and currency laws, Company shall pay undisputed Contractor’s invoices as follows:

(1)                                  Company shall pay funds to Contractor by check to the address set in the signature page to this Contract or by wire transfer to the account of Contractor as set out in Exhibit D - Compensation.

(2)                                  Company shall make all payments in the Currency (including expenses paid in other currencies that Contractor has converted as required by this Contract and invoiced in the Currency). Contractor shall provide documentary evidence of the conversion rate from the other currency into the Currency to the satisfaction of Company.

10.9                 No Waiver of Company’s Rights. The payment of, objection to or failure to object to any invoice, or any payment or settlement in resolution of any Dispute, or any combination of these matters does not constitute acceptance by Company of the accuracy or justification of Contractor’s invoices. Any payment by Company is made on the condition that Company reserves the right to challenge, at a later time, the validity of any invoiced amount,

10.10           Liens and Subcontractor Payments.

(A)                Contractor’s Obligation. Contractor shall pay (or procure the payment of) any valid Claims owed by Contractor or Subcontractors for personnel, materials and equipment used in the performance of the Services as they become due.

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Except as may arise by operation of law, no Lien may become fixed upon any property of Company Group or Contractor as a result of Contractor falling to pay (or to procure the payment of) its debts or the debts of Subcontractors when due.

(B)                  Company’s Right to Pay. If Contractor fails to pay (or fails to procure the payment of) valid Claims owed by Contractor or Subcontractors, Company has the right to pay these Claims and to offset these payments against amounts due or which become due to Contractor under this Contract. Except as required by law, court order or other lawful authority, Company shall not pay Claims that Contractor is actively contesting if Contractor has taken all actions necessary (including the posting of a bond or other security to remove Liens on any property of Company Group) to protect the interests of Company Group.

(C)                  Contractor’s Certificate of Payment. Before Company pays any of Contractor’s invoices, Company may require Contractor to certify that there is no unsatisfied Claim for personnel or equipment payable by Contractor in relation to the Services provided under this Contract.

10.11           Overpayments. Contractor shall pay to Company any money paid to Contractor by Company under this Contract to which Contractor was not entitled, as soon as Contractor becomes aware of that overpayment or repayment is requested in writing by Company.

10.12           Electronic Procurement

(A)                Company may implement an electronic procurement process to enhance the management of this and other commercial transactions from requisition through payment.

(B)                  If an electronic procurement process applicable to this Contract is implemented by Company during the effectiveness of this Contract, Contractor agrees to coordinate with Company to support implementation in a manner agreed to by Company and Contractor.

11.                               CONFLICT OF INTEREST, IMPROPER INFLUENCE AND DATA PRIVACY

11.1                                     Conflict of Interest.

(A)                Contractor shall not, either directly or indirectly, pay any commission or fees or grant any rebates or other remuneration or gratuity to any employee, agent or officer of Company. Contractor shall cause its subcontractors (and all of Contractor Group) to be bound by the same obligations as Contractor under this Section.

(B)                  Reporting Violations and Reimbursement. Contractor shall immediately notify Company of any violation of Sections 11.1, 11.2 or 12 or of the occurrence

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of any event prior to the Effective Date which, if it had occurred after the Effective Date would constitute a violation of Section 11.1, 11.2 or 12, and shall defend, indemnify, and hold Company and Company Group harmless from and against any and all fines and penalties arising from or related to, any breach of such representation and warranty. This indemnity obligation shall survive termination or expiration of this Contract. Contractor shall respond promptly, and in reasonable detail, to any notice from Company, some other member of the Company Group or their respective auditors pertaining to the above stated representation, and shall furnish documentary support for such response upon request from Company.

(C)                  Termination. Company may, at its sole option, terminate this Contract with immediate effect for any violation of Sections 4.1(E), 11.1, 11.2 or 12. If Company terminates this Contract for violation of Sections 4.1(E), 11.1, 11.2 or 12, Company is not obligated to pay compentsation or reimbursement to Contractor for any Services performed or expenses incurred after the date of termination.

11.2                                     Improper Influence.

Contractor makes the following representations and warranties and undertakes to perform the covenants set out below:

(A)                Contractor is familiar with, and has reviewed and understands, the provisions of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”);

(B)                  None of the Contractor Group has made and will not make, directly or indirectly, in connection with this Agreement, any offer, payment, loan, or gift of anything of value to a Government Official, to an immediate relative of a Government Official, or to any other person while knowing or having reasons to suspect that any part of such offer, payment, loan or gift will be given or promised to a Government Official, the offer, payment, loan or gift of which would (1) violate any statute, law or regulation of any federal, state, municipal, or other governmental body, agency, authority, department, commission, or instrumentality of any country; (2) be contrary to or in violation of the principles set forth in the United Nations Convention Against Corruption that entered into force on December 14, 2005, and the African Union Convention on Preventing and Combating Corruption that entered into force on August 5, 2006; (3) violate the FCPA; or (4) cause any of the Parties or any of their Affiliates (or any of their officers, directors, employees or agents) to be in violation of the FCPA. As used in this Contract, Government Official means: (i) any official, employee, agent, advisor or consultant of a non-U.S. government or any federal, regional or local department, agency, state-owned enterprise or corporation or any other instrumentality thereof, (ii) any official or employee or agent of a public international organization, or (iii) any official or employee or agent of a political party or candidate for political office.

(C)                  No ownership interest in Contractor, other than an immaterial one, is or will be directly or indirectly held or controlled by a Government Official, or any

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immediate relative of a Government Official. None of the Contractor Group is or will be a Government Official, or an immediate relative of a Government Official and no ownership interest in any member of Contractor Group, other than an immaterial one, is or will be directly or indirectly held or controlled by a Government Official, or any immediate relative of a Government Official.

(D)                 Contractor will comply with Exhibit G.

(E)                   In the event of any breach by Contractor or any member of Contractor Group of this Section 11.2; (i) Company will have no further obligation to pay the compensation provided for in the Contract after termination of the Contract; (ii) Company shall be entitled to compensation from Contractor equal to the extent of the amount of funds or value paid by Contractor in breach of this Section; and (iii) Contractor shall hold harmless and indemnify Company and Company Group from and against any and all fines and penalties arising from or related to, any breach of such representation and warranty (including attorneys’ fees and court costs if a breach is ultimately confirmed through a legal or judicial process). Upon reasonable prior written notice, Company or its designated agents shall be permitted access to all books and records of Contractor reasonably related to compliance with this Section, any payment made in connection with provision of the Work, and/or the performance by Contractor of the Work, including for the purpose of auditing such books and records, all at the expense of Company.

11.3                                     Data Privacy.  Contractor will comply with all reasonable requests of Company with respect to protecting personal data of Company employees, customers, and suppliers it receives in connection with its performance of the Services, including the following Company’s instructions in connection with processing such personal data; implementing adequate security measures to protect such personal data; not disclosing such personal data to any third party without Company’s written permission; and complying with all applicable data privacy laws.

12.                               CONTROLS, RECORDS AND INSPECTION

12.1                                     Controls.  Contractor shall establish and maintain, and ensure that other members of Contractor Group establish and maintain, all Controls which are necessary and appropriate in accordance with good management practice (under the circumstances of this Contract) to ensure:

(A)                The accuracy and completeness of Contractor’s invoices under this Contract and of the Records required to be kept by Section 12.2.

(B)                  Compliance with Sections 11.1 and 11.2 of this Contract, and detection of any other improper conduct by members of Contractor Group.

(C)                  Compliance with all other obligations of Contractor under this Contract, including Exhibit B Independent Contractor Health, Environmental and Safety Guidelines and Exhibit C Drug, Alcohol and Search Policy.

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12.2                                     Records. Contractor shall establish and maintain, and ensure that other members of Contractor Group establish and maintain, all Records which are necessary and appropriate in accordance with good management practice (under the circumstances of this Contract) to record accurately and completely all of the following:

(A)                The performance by Contractor of its obligations under this Contract, including well records and reports required under Section 2.14.

(B)                  The liability for and calculation of all amounts payable by Company to Contractor under this Contract.

(C)                  All amounts payable by Contractor or Subcontractors to other members of Contractor Group or other Persons in connection with the performance by Contractor of its obligations under this Contract.

(D)                 The Controls adopted by members of Contractor Group in accordance with Section 12.1.

(E)                   Compliance with Sections 11.1 and 11.2.

12.3                                     Retention of Records. All Records required to be kept by Section 12.2 shall be maintained and retained by Contractor Group until at least three years from the end of the calendar year in which this Contract is completed or terminated. All Records required to be kept by Section 12.2 shall be maintained in either paper or unalterable electronic format; if in electronic format, then the Record must be reproducible onto a printed paper copy. If any Dispute arises under this Contract then all Records relevant to the Dispute shall be retained at least until the Dispute is finally resolved and all obligations arising out of the resolution of the Dispute are satisfied.

12.4                                     Inspection of Records. Company may, at any time, at its own cost, inspect all Records pertaining to Section 12.2(E). Company may also inspect all Records held by Contractor Group which relate to Sections 12.2(A) through 12.2(D) until at least three (3) years from the end of the calendar year in which this Contract is completed or terminated. Where Company inspects Records under this Section 12.4:

(A)                The inspection shall take place following reasonable notice at the premises of the Contractor Group member where those Records are kept, during normal business hours.

(B)                  The inspection may be carried out by Company or by any Person engaged by Company for that purpose.

(C)                  The Company may conduct the inspection only for the purpose of determining any of the following:

(1)                                  Whether Contractor has complied with this Contract.

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(2)                                  The veracity of invoices and support documents.

(3)                                  Whether Contractor and Subcontractors have satisfied their payment obligations to other Contractor Group members or other Persons arising out of this Contract.

(D)                 Company (or its representatives conducting the inspection on Company’s behalf) may, at its own cost, make copies of any of the Records. Contractor shall, if requested by Company, make copying facilities available at a reasonable cost to Company or its representatives at the time of the inspection in the place where the inspection is taking place.

(E)                   Company is not responsible for any costs of Contractor Group incurred in conducting the inspection other than copying costs referred to in Section 12.4(D). Contractor is not responsible for any costs of Company incurred in conducting the inspection.

12.5                                     Access and Assistance. Contractor shall provide, and shall ensure that other members of Contractor Group provide, all of the following:

(A)                Access to all relevant sites to enable Company or its representatives to carry out inspections under this Contract, including access to all relevant material, equipment and personnel used in the provision of the Services.

(B)                  All Records requested by Company or its representatives for the purposes of inspection under this Section 12, and full assistance in performing the inspection and accessing those Records.

12.6                                     Use of Information. Company may only use information obtained from inspections under Section 12.5 for the administration or enforcement of this Contract, for tax or audit purposes, or for the resolution of Disputes.

12.7                                     Confidentiality.  Company shall keep all information obtained from inspections under Section 12.4 confidential, except that Company may disclose the information in each of the following circumstances:

(A)                To the extent necessary for the uses permitted by Section 12.6.

(B)                  Where disclosure is required by applicable law, court order, stock exchange regulations, or government order, decree, regulation or rule, or where failure to disclose could reasonably result in sanctions or increased sanctions against a member of Company Group.

13.                               TAXES

13.1                                     Contractor’s Taxes. Other than taxes payable by withholding, Contractor shall be fully reimbursed by Company for all liabilities or Claims for taxes of the Country or Area of Operations that any taxing authority (including any political subdivision of the Country) claiming jurisdiction over this Contract, or the Area

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of Operations or any part of the Country, may assess or levy against Contractor relating to the Services or this Contract, including all of the following:

(A)                Income. Income, excess profit or other taxes, charges and imposts assessed or levied on account of Contractor’s earnings or receipts.

(B)                  Personnel. Taxes assessed or levied against or on account of compensation or other benefits paid to Contractor’s employees.

(C)                  Property. Taxes assessed or levied against or on account of, or by reference to the value of, any property or equipment (including materials and consumable supplies) of Contractor except Import/Export Charges reimbursable by Company under Section 6.3(E).

(D)                 Services. Taxes assessed or levied against or on account of, or by reference to the value of the Services or this Contract.

13.2                                     Company’s Taxes. Company is responsible for all liabilities or Claims for taxes that any taxing authority (including taxing authorities of any political subdivisions of the Country) claiming jurisdiction over this Contract, or the Area of Operations or any part of the Country, may assess or levy against Company relating to the Services or this Contract (except for erroneous assessments or levies of taxes described in Section 13.1).

13.3                                     VAT, GST, Sales and Similar Taxes. If any value added tax (VAT), goods and services tax, sales tax, other excise taxes and/or other similar taxes are required to be paid by the Contractor, these taxes shall be separately itemized and identified on Contractor’s invoices as provided in Section 10; collected by Contractor from payments made by Company hereunder and paid over by Contractor to the appropriate governmental agency in accordance with the law in the relevant jurisdiction (except to the extent Company advises Contractor that in accordance with applicable law, Company will be responsible for self- assessing and paying these taxes); and Contractor shall provide Company on a timely basis with invoices, tax receipts and any other documentation that may be required for Company to obtain tax reimbursement, credit, abatement or refund of any taxes assessed against Company and collected by Contractor.

13.4                                     Subcontractor Taxes. As between Company and Contractor, Contractor is solely responsible for all liabilities or Claims for taxes of any kind that any taxing authority may assess or levy with respect to actions (or omissions to act) of any Subcontractor, its directors, officers, employees or agents in relation to this Contract or the Services.

13.5                                     Reports and Withholding. Contractor shall comply with all applicable tax rules and requirements on a timely basis, including submitting all tax reports, filing all registrations and taking all actions necessary to make its tax payments. Contractor must provide Company with written proof that it has made all registrations required by the preceding sentence if requested by Company. Subject to applicable laws and regulations, Contractor shall cooperate with

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Company to correctly report the amount of applicable taxes (including without limitation actions described in Section 10.1 and Section 6.3(C)), and Contractor shall not take any action that is prejudicial to obtaining an available tax exemption. Company will provide Contractor with tax receipts (or other proof of payment if receipts are unavailable) for any withheld taxes. Consistent with Section 10, Contractor will report, withhold and pay to the tax authorities any tax required by applicable law to be withheld on account of any Services performed by Subcontractors. Contractor shall claim any available exemption from value added tax as well as the benefit of any exemption from, or reduction in, any tax, fee, or other charge which may be available to Company or Contractor, under the terms of the law of the country of operations, or with any written agreements with the country of operations as amended, modified or supplemented from time to time. Company is entitled to withhold any taxes required to be withheld under applicable law. The tax withholding rate at the Efiective Date is understood by the Parties to be 5% for operations in Ghana and 6.25% for operations in Equatorial Guinea. The withholding tax rate on mobilization periods is understood to be zero or other rate, as applicable.

13.6                                Tax Records. In addition to the requirements of Sections 12.2, 11.3 and 13.5:

(A)      Contractor shall maintain Records sufficient to substantiate all taxes, Import/Export Charges, fees, indemnities or other payments that may affect any obligations of Company for so long as the longest applicable statute of limitations (including any waivers of a statute of limitations by Contractor) remains open, under which a taxing authority may institute audit, assessment or collection procedures for taxes paid or allegedly due in connection with this Contract.

(B)        Contractor shall provide at Company’s request and in the format requested by Company, all schedules, summaries or other data available to Contractor or any of its Subcontractors that Company requires to prepare tax returns, refunds, claims and credits or for use in external tax audits in connection with this Contract.

13.7                                Cooperation. Company and Contractor shall cooperate and assist each other in securing any beneficial tax treatment and in fully minimizing tax obligations resulting from this Contract and the performance of the Work hereunder.

14.          CLAIMS, LIABILITIES AND INDEMNITIES

14.1                                INTENT OF INDEMNITY PROVISIONS. The Parties agree to allocate between them responsibility for all Claims as set out below.

14.2                                PROPERTY.

(A)       Subject to the provisions of Section 14.2(B), if damage is suffered or loss is incurred in relation to Property of any Person where that damage or loss arises out of this Contract, Contractor (a) releases Indemnitees from Claims by Contractor for that damage or loss, and (b) indemnifies Indemnitees against that damage or loss and

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against Claims against the Indemnitees by other Persons for that damage or loss, subject to Section 14.3. Losses contemplated by this Section 14.2(A) include the cost of removal of wreckage.

(B)       Damage or Loss to Downhole Equipment. Company shall reimburse Contractor for damage to or loss of the Drill String and other downhole equipment (“Downhole Equipment”) while in the hole caused by other than Contractor’s negligence or normal wear and tear. Company shall pay Contractor the lesser of its repair cost or the replacement cost in accordance with the provisions below:

(1)                            If the Downhole Equipment component is new at the Commencement Date of the Contract, ninety percent of the replacement cost:

(2)                            If the Downhole Equipment component is used at the Commencement Date of the Contract or at time of replacement of damaged components – seventy-five percent (75%) of replacement cost.

(3)                            If used Downhole Equipment component is replaced during the Contract with new Drill String components, ninety percent of the replacement cost:

(4)                            Reimbursement under this Section 14.2(B) is based on Contractor’s actual documented cost to repair or replace the damaged component(s), plus, if shipped to the Area of Operations, actual documented freight, duties (reimbursement of duties being subject to Section 6.3) and handling costs incurred by Contractor for transport of the replacement component(s) to the Company’s shore base.

(5)                            Any reimbursement hereunder shall be reduced by any amount recoverable from Contractor’s insurance.

(C)       Damage to Subsea and Mooring Equipment.

(1)                            Damage to Subsea Equipment.

(a)                             Company shall reimburse Contractor for damage or loss to Contractor’s Subsea Equipment as defined in Section 8.2(C)(1) as a result of a loop, eddy or other adverse current that causes such equipment to exceed its technical capabilities subject to the following:

(i)            Contractor shall, as soon as reasonably practical, notify Company in the event operating conditions exceed the technical limitations of the

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equipment or in the event operating conditions are anticipated to exceed such limitations.

(ii)                                In the event such currents are unknown to Contractor or such damage is unknown to Contractor, Contractor shall advise Company of such currents or damage once known, but Contractor shall nevertheless be entitled to reimbursement under this Section 14.2(C).

(iii)                            In the event Contractor advises Company of such condition and Company requires Contractor to proceed with Operations or the state of Operations precludes any mitigating action on the part of Contractor, refusal by Contractor to proceed with Operations will not be considered a breach of any provision of the Contract and will not be considered Drilling Unit downtime.

(b)                                  Contractor shall, as soon as reasonably practical, notify Company in writing in the event Contractor is of the opinion that the bathymetry supplied to Contractor by Company reflects unsafe conditions in which to operate the Drilling Unit. In the event that Contractor advises Company in writing of such unsafe conditions and Company requests Contractor to proceed with Operations, refusal by Contractor to proceed with Operations will not be considered a breach of any provision of the Contract and will not be considered Drilling Unit downtime.

(2)                                 Damage to Mooring Equipment. Company shall reimburse Contractor for damage to or loss of Contractor’s mooring equipment while in use caused by other than Contractor’s negligence, manufacturer’s defects or damage existing prior to the Commencement Date. Equipment covered hereunder includes fairleaders, anchors, anchor wires and chains, tripping lines, shackles, pendant lines, jewelry and buoys. Company’s responsibility hereunder shall however be limited to Contractor’s insurance deductible actually suffered in respect of such claims.

(3)                                 Company shall reimburse Contractor for damages incurred to Contractor’s equipment as set forth in Sections 14.2(C)(1) and (2) in an amount equal to the then current replacement cost of such equipment delivered to the Drilling Unit, or the repair cost, whichever is the lesser amount. Furthermore,

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Company’s liability under Section 14.2(C)(1) is capped at Contractor’s insurance deductible or US$6,000,000 per occurrence, whichever is less.

(D)            If the Property referred to in this Section 14.2 is Property of a Third Party, then each Party will indemnify the other Party to the extent the damage or loss was caused by each Party’s fault or negligence.

14.3                                                   INDEMNITEES’ PROPERTY. If the Property referred to in Section 14.2 is Property of an Indemnitee, all of the following apply:

(A)                              Contractor shall indemnify Indemnitees against any damage or loss to the extent any member of Contractor Group was at fault or negligent up to the maximum amount per occurrence of US$1,000,000 or its Currency equivalent. Company shall release and indemnify Contractor Group for any damage to or loss of Property of Indemnitees in excess of US$1,000,000 or its Currency equivalent per occurrence.

(B)                                Subject to the limits of liability in Sections 14.3(A) above, at Company’s option, Contractor shall where possible repair or replace the damaged or lost property.

14.4                                                   ILLNESS, INJURY OR DEATH.    Contractor (a) indemnifies Indemnitees against, and (b) indemnifies Indemnitees from Claims made against the Indemnitees by other Persons for, injury to or death of any Person (including Contractor Group’s employees and Indemnitees’ employees) where that injury or death arises out of this Contract.

(A)                              If the Person referred to in Section 14.4 is an employee of an Indemnitee, Contractor shall indemnify Indemnitees to the extent the injury or death was caused by the fault or negligence of any member of Contractor Group up to a maximum amount of US$1,000,000 or its Currency equivalent per Person. Company shall indemnify Contractor Group for any Claims for injury to or death of an employee of an Indemnitee in excess of US$1,000,000 or its Currency equivalent per Person.

(B)                                If the Person referred to in Section 14.4 is a Third Party, then each Party will indemnify the other Party to the extent the injury or death was caused by each Party’s fault or negligence.

14.5                                                   POLLUTION DAMAGE.    Contractor indemnifies Indemnitees against all Claims arising out of this Contract in relation to pollution, seepage or contamination, including cleanup costs which originates above the surface of the sea and from Contractor’s equipment or equipment under Contractor’s care, custody and/or control.

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14.6                                                   LIMITATION ON LIABILITY FOR WELL EVENT CONTROL COSTS AND WELL EVENT POLLUTION COSTS. If a Well Event arises out of this Contract, the following limitations on liability apply:

(A)           For Well Event Control Costs, both of the following apply:

(1)                    Company releases each member of Contractor Group from Claims by Company for Well Event Control Costs.

(2)                    Company indemnifies each member of Contractor Group against Claims for Well Event Control Costs.

(B)             For Well Event Pollution Costs and for pollution originating below the surface of the water, all of the following apply:

(1)                                  Contractor’s liability for Well Event Pollution Costs and for pollution originating below the surface of the water is limited to US$250,000 or its Currency equivalent per Well Event occurrence.

(2)                                  Company releases each member of Contractor Group from Claims by Company for Well Event Pollution Costs and for pollution originating below the surface of the water to the extent that total recoveries by Company against Contractor Group members exceed US$250,000 or its Currency equivalent per Well Event occurrence or per event of pollution originating below the surface of the water.

(3)                                  Company indemnifies each member of Contractor Group against Claims for Well Event Pollution Costs and for pollution originating below the surface of the water to the extent that total recoveries against Contractor Group members exceed US$250,000 or its Currency equivalent per Well Event occurrence or per event of pollution damage originating below the surface of the water.

14.7                                                   USE OF MEDICAL FACILITIES OR MEDICAL EVACUATION. Contractor indemnifies Indemnitees against Claims for illness, injury to or death of members of Contractor Group, or for damage to or loss incurred in relation to members of Contractor Group Property, that arise out of or in connection with the recovery, diagnosis, treatment or medical evacuation of personnel, or the provision of pharmaceutical products or medical supplies furnished or rendered by Company Group, Company’s other contractors or subcontractors or by the facility used by Company.

14.8                                                   INTELLECTUAL PROPERTY. Contractor agrees to fully defend, protect, indemnify and hold harmless Indemnitees against claimed or actual infringement or contributory infringement of any patent,