DATED 28 March 2011 KOSMOS ENERGY FINANCE INTERNATIONAL as Original Borrower - and - KOSMOS ENERGY OPERATING, KOSMOS ENERGY INTERNATIONAL, KOSMOS ENERGY DEVELOPMENT and KOSMOS ENERGY GHANA HC as Guarantors - and - ABSA CAPITAL (A DIVISION OF ABSA BANK...

Exhibit 10.17

EXECUTION VERSION

DATED 28 March 2011

KOSMOS ENERGY FINANCE INTERNATIONAL
as Original Borrower

- and -

KOSMOS ENERGY OPERATING, KOSMOS ENERGY INTERNATIONAL, KOSMOS ENERGY
DEVELOPMENT and KOSMOS ENERGY GHANA HC
as Guarantors

- and -

ABSA CAPITAL (A DIVISION OF ABSA BANK LIMITED), BNP PARIBAS, CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, HSBC BANK PLC, SOCIÉTÉ
GÉNÉRALE, LONDON BRANCH AND STANDARD CHARTERED BANK
as Mandated Lead Arrangers and Underwriters

- and -

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2
as Original Lenders

FACILITY AGREEMENT

▇▇▇▇▇▇▇▇▇ and May
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
(SRG/JRR)

507147220

Contents

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THIS AGREEMENT is dated 28 March 2011 and made between:

(1)                    KOSMOS ENERGY FINANCE INTERNATIONAL a company incorporated under the laws of the Cayman Islands with registered number 253656 and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands (the “Original Borrower”);

(2)                    KOSMOS ENERGY OPERATING a company incorporated under the laws of the Cayman Islands with registered number 231417 and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands (“KEO”);

(3)                    KOSMOS ENERGY INTERNATIONAL a company incorporated under the laws of the Cayman Islands with registered number 218274 and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands (“KEI”);

(4)                    KOSMOS ENERGY DEVELOPMENT a company incorporated under the laws of the Cayman Islands with registered number 225879 and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands (“KED”);

(5)                    KOSMOS ENERGY GHANA HC a company incorporated under the laws of the Cayman Islands with registered number 135710 and having its registered office at ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands (“KEG”);

(6)                    ABSA CAPITAL (A DIVISION OF ABSA BANK LIMITED), BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, HSBC BANK PLC, SOCIÉTÉ GÉNÉRALE LONDON BRANCH AND STANDARD CHARTERED BANK as mandated lead arrangers of the Facility (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);

(7)                    ABSA CAPITAL (A DIVISION OF ABSA BANK LIMITED), BNP PARIBAS, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, HSBC BANK PLC, SOCIÉTÉ GÉNÉRALE LONDON BRANCH AND STANDARD CHARTERED BANK as underwriters of the Facility (each an “Underwriter” and together, the “Underwriters”);

(8)                    THE FINANCIAL INSTITUTIONS listed in Schedule 2 as lenders (the “Original Lenders”);

(9)                    SOCIÉTÉ GÉNÉRALE, LONDON BRANCH as the lead technical bank, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as co-technical bank and HSBC BANK PLC as co-technical bank (together referred to as the “Technical Bank”);

(10)             SOCIÉTÉ GÉNÉRALE, LONDON BRANCH as the lead modelling bank and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as co-modelling bank (together referred to as the “Modelling Bank”);

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(11)             HSBC BANK PLC as the documentation bank (the “Documentation Bank”);

(12)             STANDARD CHARTERED BANK as onshore account bank on the terms and conditions set out in the KEG Onshore Project Accounts Agreement (the “Onshore Account Bank”);

(13)             HSBC BANK PLC as offshore account bank on the terms and conditions set out in the KEG Offshore Project Accounts Agreement and the Borrower Offshore Project Accounts Agreement (the “Offshore Account Bank”);

(14)             BNP PARIBAS as agent of the Finance Parties under this Agreement (the “Facility Agent”);

(15)             BNP PARIBAS in its capacity as Security Agent for the Secured Parties on the terms and conditions set out in the Intercreditor Agreement (the “Security Agent” which expression includes its successors in title and assigns or any person appointed as an additional trustee for the purpose of and in accordance with the Intercreditor Agreement); and

(16)             BNP PARIBAS as the intercreditor agent (the “Intercreditor Agent”).

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INTRODUCTION

(1)                     The Original Lenders have agreed to provide a secured, revolving and amortising loan and letter of credit facility for loans of up to USD 2 billion.

(2)                     The parties have agreed to enter into this Agreement for the purpose of setting out the provisions on which such facility will be provided.

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PART 1

INTERPRETATION

1.                         DEFINITIONS AND INTERPRETATION

1.1                  Definitions

Each of the defined terms and interpretative provisions set out below and in the above list of parties to this Agreement shall apply to this Agreement and each Finance Document, unless an express contrary intention appears in that Finance Document.

“1992 ISDA Master Agreement” means the Master Agreement (Multicurrency Cross Border) as published by the International Swaps and Derivatives Association, Inc.

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Accession Letter” means a document substantially in the form set out in Schedule 8 (Form of Lender Accession Notice) of this Agreement.

“Account Bank” means, as the context so requires, either the Onshore Account Bank, the Offshore Account Bank, or both of them.

“Accounting Reference Date” means 31 December of each year.

“Additional Borrower” means a company which accedes to the terms of this Agreement as an additional borrower in accordance with clause 31 (Changes to the Obligors) of this Agreement.

“Additional Commitment” has the meaning given to it in clause 3.3 (Additional Commitment).

“Additional Commitment Date” has the meaning given to that term in clause 3.3 (Additional Commitment) of this Agreement.

“Additional Cost Rate” has the meaning given to that term in Schedule 6 (Mandatory Cost Formulae) of this Agreement.

“Additional Debt” means, in relation to any debt, any money, debt or liability due, owing or incurred under or in connection with:

(A)                any refinancing, deferral, novation or extension of that debt;

(B)                  any further advance which may be made under any document, agreement or instrument supplemental to any relevant Finance Document together with any related interest, fees and costs;

(C)                  any claim for damages or restitution in the event of rescission of that debt or otherwise in connection with any relevant Finance Document;

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(D)                 any claim against Kosmos flowing from any recovery by Kosmos or any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer of a payment or discharge in respect of that debt on the grounds of preference or otherwise; and

(E)                   any amount (such as post-insolvency interest) which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

“Additional Guarantor” means a company which accedes to the terms of this Agreement as an additional guarantor in accordance with clause 31 (Changes to the Obligors) of this Agreement.

“Additional Lender” has the meaning given to it in clause 3.3 (Additional Commitment).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Additional Oil Entitlement” shall have the meaning given to that term in the relevant Petroleum Agreement.

“Affected Administrative Party” has the meaning given to that term in clause 32.12(Replacement of Administrative Parties) of this Agreement.

“Affiliate” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company.

“Agent” means each of the Facility Agent, the Security Agent, the Intercreditor Agent, the Technical Bank and the Modelling Bank and “Agents” shall be construed accordingly.

“Agreed Form” means in a form agreed between the Borrower (and/or KEG) and the Facility Agent.

“Agreed Insurances” means the insurances to be implemented and maintained by the Obligors in accordance with the Schedule of Insurances, to be formulated in consultation with the Insurance Consultant, but excluding any insurances to the extent that the cover to be maintained is not available on reasonable commercial terms or no longer reflects insurance which would be implemented and maintained in accordance with good oil industry practice or ceases to be generally available in the market and provided that a maximum aggregate of up to 30 per cent. of reinsurance may be effected through a self-insurance programmes of the Obligors (such self-insurance being captive insurance and excluding non-insurance).

“Amortisation Schedule” means the amortisation schedule set out in Schedule 5 (Amortisation Schedule) of this Agreement, as amended, supplemented or replaced from time to time.

“Approved Accounting Principles” means US generally accepted accounting principles to the extent applicable to the relevant financial statements.

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“Approved Auditor” means any one of Deloitte LLP, Ernst & Young, PriceWaterhouse Coopers LLP or such other internationally recognised auditor as the Majority Lenders may approve from time to time (acting reasonably).

“Approved Development” means any Petroleum Asset in which an Obligor has an interest and which the Majority Lenders have agreed (acting reasonably) shall be a Borrowing Base Asset.

“Assignments” means the KEG Offshore Security Assignment, the KEG Onshore Security Assignment and the Assignment of Reinsurance Rights, together with any other Security Document entered into after the Signing Date which may give rise to a liability to pay stamp duty, documentary taxes or any other similar tax, charge or impost.

“Assignment of Reinsurance Rights” means the deed of insurance and reinsurance assignment to be entered into in accordance with the terms of this Agreement, between the insurers, the Security Agent and KEG.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Authorised Investment” means, at any time (subject to such being available), any of the following:

(A)                a US Dollar denominated institutional money market fund with at least USD 1 billion of funds and an average rate of maturity not exceeding one year;

(B)                  a US Dollar denominated freely negotiable and marketable bond, treasury ▇▇▇▇ or debt security of a remaining maturity not exceeding one year issued by the United States of America or any agency or instrumentality thereof, or by any other sovereign government with a long-term credit rating of at least A2 by Moody’s or A by Standard & Poor’s at such time;

(C)                  a US Dollar denominated time deposit (of an original maturity not exceeding six months) made in London or New York or any other place agreed between the Borrower and the Facility Agent with a bank authorised to carry on business there whose long-term debt securities are, at such time, rated at least A2 by Moody’s or A by Standard & Poor’s;

(D)                 a US Dollar denominated instrument with a maturity of less than one year which has a short-term rating at such time of at least P1 by Moody’s or A1 by Standard & Poor’s or instruments with a maturity of less than one year issued by, or guaranteed by, entities whose short-term securities are rated at such time at least P1 by Moody’s or A1 by Standard & Poor’s; or

(E)                   any other investment agreed between the Facility Agent and the Borrower.

“Authorised Signatory” means, in relation to a company or other legal person:

(A)                one or more directors who are duly authorised whether singly or jointly, to act to bind that company or other legal person; or

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(B)                  a person or persons duly authorised by that company or other legal person to act to bind that company or other legal person.

“Authority” means any governmental, provincial or local government, department, authority, court, tribunal or other judicial or regulatory body, instrumentality or agency in any of the countries where the Borrower operates its business.

“Availability Period” means the availability period in respect of the Facility as specified in clause 6.1 (Availability Period) of this Agreement.

“Available Commitment” means, at any time, a Lender’s Commitment minus:

(A)                the amount of its participation in any outstanding Loans; and

(B)                  in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before expiry of the Availability Period or all or a part of any Letters of Credit that have been cash collateralised by the Borrower depositing funds into the ▇▇ ▇▇▇▇ Collateral Account.

“Base Currency” has the meaning given to it in clause 34.7 (Currency of account).

“Basel II” has the meaning given to it in clause 16.3 (Exceptions).

“Basel III” means the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010.

“BBA Cure Period” has the meaning given to it in paragraph (A)(i) of clause 10.3 (Aggregate outstandings exceed the Borrowing Base Amount) of this Agreement.

“Borrower” means the Original Borrower or any Additional Borrower unless it has ceased to be a Borrower in accordance with clause 31 (Changes to the Obligors).

“Borrower Insurance Proceeds Account” means an account designated “Borrower — Insurance Proceeds Account” established by the Original Borrower with the Offshore Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“Borrower Offshore Proceeds Account” means an account designated “Borrower — Offshore” established by the Original Borrower with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

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“Borrower Offshore Project Accounts Agreement” means the offshore project accounts agreement, dated on or about the date of this Agreement, between the Original Borrower, the Offshore Account Bank, the Facility Agent and the Security Agent.

“Borrower Offshore Security Assignment” means the English law security assignment and debenture, dated on or about the date of this Agreement, between the Original Borrower and the Security Agent.

“Borrowing Base Amount” means the amount determined on a Forecast Date in accordance with clause 19.6 (Calculation of Borrowing Base Amount) of this Agreement.

“Borrowing Base Assets” means KEG’s interest in, and all rights in respect of, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ 1a and Phase 1b and any other Ghana Block Asset when a plan of development applicable to that asset has been approved in accordance with the relevant Petroleum Agreement, including the Entitlement to all Unit Substances, and the assets in any Permitted Acquisition or Approved Development (which can be either Developed Assets or Developing Assets). In determining the reserves attributable to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ 1a and Phase 1b and any Developed Assets, such determination shall take account of the proved and probable (2P) reserves, and in respect of Developing Assets, shall take account of proved (1P) reserves only.

“Break Costs” means the amount (if any) by which:

(A)                the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(B)                  the amount which that Lender would be able to obtain by placing an amount equal to the total sum received by it on deposit with a leading bank in the London interbank market for a period starting on the date of receipt or recovery and ending on the last day of the current Interest Period.

The calculation of interest for the purposes of paragraph (A) shall exclude an amount equal to the Margin for the period referred to in that paragraph where Kosmos prepays a Loan in any of the following circumstances:

(1)                    under clause 10.1 (General) of this Agreement or if clause 10.10 (Right of repayment and cancellation in relation to a single Lender) of this Agreement applies; or

(2)                    a Market Disruption Event has occurred in relation to that Loan and no substitute basis for determining the rate of interest has been agreed.

“▇▇▇▇▇ Forward Curve” means a ▇▇▇▇▇ Crude Oil five-year forward curve as quoted Ft, T by Intercontinental Exchange.

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“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in London, Paris and New York.

“Cameroon Block Assets” means all activities, assets and developments in the Kombe-Nsepe Permit area and the Ndian River Block (including exploration), as such areas are described in the relevant Project Agreements set out below.

“Cameroon Blocks” means all of the blocks in the Kombe-Nsepe Permit area and the Ndian River Block, as such areas are described in the relevant Project Agreements set out below.

“Cash Waterfall” means the order of priority for application of amounts withdrawn from the Offshore Proceeds Accounts and the Onshore Working Capital Accounts as set out in clause 21.2 (Withdrawals — No Default Outstanding) of this Agreement.

“Change of Control” has the meaning given to that term in clause 10.6 (Change of Control) of this Agreement.

“Charge over Shares in KED” means the charge over shares in KED dated on or about the date of this Agreement between KEI and the Security Agent.

“Charge over Shares in KEG” means the charge over shares in KEG dated on or about the date of this Agreement between KED and the Security Agent.

“Charge over Shares in KEI” means the charge over shares in KEI dated on or about the date of this Agreement between KEO and the Security Agent.

“Charge over Shares in KEO” means the limited recourse charge over shares in KEO dated on or about the date of this Agreement between KEH as chargor, KEO and the Security Agent.

“Charge over Shares in the Original Borrower” means the limited recourse charge over shares in the Original Borrower dated on or about the date of this Agreement between KEI as chargor, the Original Borrower and the Security Agent.

“Charges over Shares” means the Charge over Shares in KED, the Charge over Shares in KEG, the Charge over Shares in KEI, the Charge over Shares in KEO and the Charge over Shares in the Original Borrower.

“Commitment” means:

(A)                in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 2 (The Original Lenders) of this Agreement and the amount of any other Commitment transferred to it;

(B)                  in relation to an Additional Lender, its Additional Commitment; and

(C)                  in relation to any other Lender, the amount of any Commitment transferred to it,

to the extent not cancelled, reduced or transferred by it.

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“Completion” means, in respect of a Developing Asset, the date on which the applicable Completion Test has been satisfied (as determined by the Technical Bank acting reasonably).

“Completion Test” means, in respect of a Developing Asset, the tests as agreed between the Original Borrower and the Technical Bank (acting reasonably) and approved by the Majority Lenders (acting reasonably) which must be completed to show that such asset should reasonably be considered to be a commercially producing asset (being substantially equivalent to the date of commencement of commercial production under applicable Project Agreements) in order for a Developing Asset to be included in the Borrowing Base Assets as a Developed Asset.

“Compliance Certificate” means a certificate, substantially in the form set out in Schedule 11 (Form of Compliance Certificate) of this Agreement.

“Conditions Precedent” means the conditions precedent to initial utilisation of the Facility as set out in Part I of Schedule 3 (Conditions Precedent) of this Agreement.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the form of Schedule 13 (Form of Confidentiality Undertaking) of this Agreement or in any other form agreed between Kosmos and the Mandated Lead Arrangers.

“Consultants” means the Technical Consultant, Environmental Consultant, the Reserves Consultant and the Insurance Consultant.

“Contract Area” shall have the meaning given to that term in the WCTP PA or the DWT PA, as appropriate, or in any new petroleum agreements in Ghana applying to any part of such areas.

“Contractor” means the contractor under the WCTP PA and the DWT PA respectively from time to time.

“Crude Oil” shall have the meaning given to that term in the UUOA.

“Debt Service Reserve Account” or “DSRA” means an account designated “Kosmos -DSRA” established by the Original Borrower in respect of the Facility with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“Deed of Acknowledgment and Release” means the Deed of Acknowledgment and Release between KEH, KEI, KED, KEFI, KEG and KEO.

“Deed of Subordination” means each deed of subordination in respect of Financial Indebtedness of either (i) the Obligors owed to each other, or (ii) Obligors owed to KEH, in each case substantially in the form of Schedule 14 (Form of Deed of Subordination).

“Default” means an Event of Default or event which, with the giving of notice, lapse of time, or fulfilment of any condition, would constitute an Event of Default.

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“Definitions Agreement” means the definitions agreement dated 13 July 2009 (as amended on 29 October, 2009, 24 December, 2009 and 23 August, 2010) between, inter alios, Kosmos Energy Finance (as original borrower), certain other Obligors and the Finance Parties named therein setting out the definitions and the rules of construction and interpretation used in the Finance Documents relating to the financing for the Jubilee Field Phase 1.

“Derivative Agreement” means an ISDA Master Agreement or similar agreement pursuant to which Derivative Transactions are entered into by the Borrower with a counterparty.

“Derivative Transaction” means any transaction entered into under a Derivative Agreement, including (but not limited to) any transaction which is a forward rate agreement, option, future, swap, cap, floor and any combination of the foregoing.

“Developed Assets” means each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ and Phase 1b, and any Developing Assets which have achieved Completion and, as applicable, Approved Developments and Permitted Acquisitions which have been approved as Developed Assets in accordance with clause 19.8.

“Developing Assets” means the Ghana Block Assets and, as applicable, Approved Developments and Permitted Acquisitions which are to be counted as Developing Assets.

“Development Work Program and Budget” shall have the meaning given to that term in the UUOA.

“Discharge Date” means the first date on which all liabilities (whether actual or contingent) owed to the Finance Parties (other than the Hedging Counterparties) have finally been discharged and such Finance Parties are under no further obligation to provide financial accommodation under the Finance Documents.

“Discharged Rights and Obligations” has the meaning given to it in clause 30.5 (Procedure for transfer).

“Dispute” has the meaning given to it in clause 44.1 (Submission).

“Disruption Event” means either or both of:

(A)                a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(B)                  the occurrence of any other event which results in a disruption (including, without limitation, disruption of a technical or systems-related nature) to the treasury or payments operations of a Party preventing or severely inhibiting that or any other Party:

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(i)                        from performing its payment obligations under the Finance Documents; or

(ii)                     from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distributions Reserve Account” means each account designated “Kosmos - DRA” which is established and maintained by an Obligor pursuant to clause 20.6 (Distributions Reserve Account) of this Agreement, with any bank and in any jurisdiction (and to the extent such account is held by HSBC Bank plc, it is not held in its capacity as Account Bank).

“Dividend Release Test” means the conditions to be satisfied under clause 28.23 (Distributions) of this Agreement for the payment of a Shareholder Distribution.

“DWT Block” means the Deep Water Tano area offshore Ghana, being the area described in Annex 1 of the DWT PA, but excluding any portions of such area in respect of which the Contractor’s rights thereunder are from time to time relinquished or surrendered pursuant to the DWT PA.

“DWT JOA” means the joint operating agreement dated 15 August 2006 between Tullow Ghana Limited, Sabre Oil and Gas Limited and KEG in respect of the DWT Block (and all amendments and supplements thereto).

“DWT PA” means the petroleum agreement dated 10 March 2006 between the Government, represented by the Minister, the GNPC, Tullow Ghana Limited, Sabre Oil and Gas Limited and KEG in respect of the DWT Block (and all amendments and supplements thereto).

“Economic Assumptions” means the economic assumptions agreed or determined in accordance with clause 19.1 (Forecast Procedures) of this Agreement.

“Enforcement Action” shall have the meaning given to that term in the Intercreditor Agreement.

“Entitlement” means Kosmos’s entitlement to and lifting by tankers of its share of crude oil delivered from a Field.

“Environmental Consultant” means ▇▇▇▇ Consultants International, Inc., (or any other reputable environmental consultant agreed to by the Technical and Modelling Bank (acting reasonably)) appointed in accordance with a scope of work and budget for fees and expenses agreed with the Borrower, the Facility Agent and the Technical and Modelling Bank.

“EO” means the EO Group Limited, a Cayman Islands company with registered company number 219175 whose registered office is at PMB CT 123, Cantonments,

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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (formerly known as the KG Group Limited).

“EO Participation Agreement” means the participation agreement dated 1 June 2004 between KEG and EO (including, for the avoidance of doubt, any amendment, restatement or supplemental agreements or arrangements in relation thereto).

“Equator Principles” means those principles so titled and set out in a paper entitled “The ‘Equator Principles’: A financial industry benchmark for determining, assessing and managing social & environmental risk in project financing” dated July 2006 and developed and adopted by the International Finance Corporation and various other financial institutions, as amended from time to time.

“Event of Default” means any event or circumstance specified as such in clause 29 (Events of Default) of this Agreement.

“Existing Finance Documents” means the Finance Documents as defined in the Definitions Agreement.

“Existing Lender” has the meaning given to it in clause 30.1 (Assignments and transfers and changes in Facility Office by the Lenders).

“Facility” means the facility made available under this Agreement as described in clause 3 (The Facility) of this Agreement.

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice where notice is required under clause 32.14 (Facility Agent relationship with the Lenders) of this Agreement) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any Finance Party and Kosmos setting out any of the fees referred to in clause 14 (Fees) of this Agreement and any other fees payable by Kosmos to a Finance Party pursuant to a Finance Document or payable under this Facility.

“Field” means the Jubilee Field, the Ghana Block Assets, the Cameroon Block Assets, the Morocco Block Assets and any other onshore or offshore block or oil and gas field or reserves in which an Obligor has from time to time, directly or indirectly, acquired an interest pursuant to a Permitted Acquisition.

“Field Depletion Date” means the projected date on which it is determined (in accordance with the Forecast Assumptions) that Net Cash Flow is negative on each remaining Forecast Date following that projected date.

“Field Life Cover Ratio” or “FLCR” means the ratio of (i) the net present value of Net Cash Flow (calculated on the basis of the Forecast Assumptions) from the relevant Forecast Date until the Field Depletion Date plus the net present value of Relevant Capital Expenditure to (ii) the aggregate of all Loans outstanding under the Facility on that Forecast Date.

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“Final Information Memorandum” means the information memorandum agreed between the Original Borrower and the Mandated Lead Arrangers and used by the Mandated Lead Arrangers during primary syndication of the Facility.

“Final Maturity Date” means the earlier of 7 years from the date of Financial Close and the Reserve Tail Date.

“Final Repayment Date” means the final repayment date for the Facility determined in accordance with clause 9 (Repayment) and/or the Amortisation Schedule, and references to the Final Repayment Date shall be construed as a reference to any Revised Final Repayment Date which may be determined in accordance with clause 9.2 (Amendment to Amortisation Schedule) of this Agreement.

“Final Reports” means the reports prepared by the Insurance Consultant, the Reserves Consultant, the Technical Consultant and the Environmental Consultant in relation to the Borrowing Base Assets.

“Finance Document” means this Agreement, the Intercreditor Agreement, each Hedging Agreement, each Intercompany Loan Agreement, each Security Document, each Deed of Acknowledgment and Release, each Deed of Subordination and each Fee Letter with an Agent and any other document designated as such by the Original Borrower and the Facility Agent.

“Finance Party” means each of the Mandated Lead Arrangers, the Lenders, the Hedging Counterparties, the LC Issuing Banks, the LC Lenders, the Account Bank, the Facility Agent, the Security Agent, the Intercreditor Agent, the Modelling Bank and the Technical Bank, and “Finance Parties” shall be construed accordingly.

“Financial Close” means the date on which the Facility Agent notifies the Original Borrower and the Lenders that it has received all of the Conditions Precedent in form and substance satisfactory to it (acting reasonably) and/or waived receipt of those Conditions Precedent in accordance with clause 2.1 (Conditions Precedent to first Utilisation).

“Financial Covenants” means the financial covenants listed under clause 27 (Financial Covenants) of this Agreement.

“Financial Indebtedness” means any indebtedness for or in respect of:

(A)                moneys borrowed;

(B)                  any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(C)                  any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(D)                 the amount of any liability in respect of any lease or hire purchase contract which would be treated in the accounts of the relevant entity as a finance or capital lease;

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(E)                   receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(F)                   any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the market to market value shall be taken into account);

(G)                  any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition but which is classified as a borrowing in the accounts of the relevant entity;

(H)                 any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group and which underlying liability would fall within one of the other paragraphs of this definition if it were a liability of a member of the Group; and

(I)                      the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (A) to (H) above (but only to the extent that the Financial Indebtedness supported thereby is or is at any time in the future capable of being outstanding).

“Financing Costs” means all amounts of interest, fees, commitment fees, or other costs and scheduled principal instalments payable by the Obligors under the Finance Documents.

“First Currency” has the meaning given to it in clause 17.1 (Currency indemnity).

“Forecast” means each Forecast prepared in accordance with clause 19 (Forecasts and Calculations) of this Agreement.

“Forecast Assumptions” means the assumptions used in the production of a Forecast.

“Forecast Date” means:

(A)                the date of Financial Close;

(B)                  the date on which an asset becomes a Borrowing Base Asset;

(C)                  15 June and 15 December in each year commencing on and from a date to be agreed between the Technical and Modelling Bank and Kosmos which will fall between 15 June 2011 and 15 August 2011;

(D)                 any other date which falls no more than 90 days after the date on which the Reserves Consultant has, at the request of the Original Borrower, produced a new or updated reserves report;

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(E)                   the date of disposal of a Borrowing Base Asset (other than a Permitted Disposal which falls under any of paragraphs (B) and (E) to (K) of the definition of “Permitted Disposal” set out below); and

(F)                   on request by the Majority Lenders on any date after the Signing Date and before the date falling 12 months after the Signing Date upon which the Majority Lenders (acting reasonably) determine that an event (or series of events) or circumstance or any effect or consequence thereof has occurred (other than any fluctuation or change in crude oil prices) that could reasonably be expected to have a Material Adverse Effect, provided that, before making such determination, the Majority Lenders must first consult with Kosmos in good faith for not less than 5 Business Days.

“Forecast Period” means, in the case of the first Forecast Period, the period commencing on the date of Financial Close and ending at close of business on the first Forecast Date and, in the case of any subsequent Forecast Period, the period commencing on the expiry of the immediately preceding Forecast Period and ending at close of business on the next Forecast Date.

“Forecasting Procedures” means the procedures set out under clause 19 (Forecasts and Calculations) of this Agreement for preparing a Forecast.

“FPSO” means a floating production, storage and offloading vessel.

“FPSO Agreement” means an agreement entered into by Tullow Ghana Limited (and its successors under the UUOA) in relation to the Jubilee Field Phase 1 for the construction, installation, lease, operations and maintenance of an FPSO dated 7 May 2010 (as amended from time to time).

“FPSO Construction Financing” means any financing arrangements in relation to the construction of the FPSO to which an Obligor or member of the Group is a party.

“Ghanaian Cedi” means the lawful currency of Ghana.

“Ghana” means the Republic of Ghana, West Africa.

“Ghana Block Assets” means, other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ 1a and Phase 1b, all other activities, assets and developments in the Contract Areas (including exploration).

“Ghana Blocks” means the WCTP Block and the DWT Block.

“Ghana Working Capital Cedi Account” means a Ghanaian Cedi account designated “Kosmos — Onshore Working Capital Account” established by Kosmos with the Onshore Account Bank in Ghana pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“Ghana Working Capital USD Account” means a USD account designated “Kosmos — Onshore Working Capital Account” established by Kosmos with the Onshore Account

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Bank in Ghana pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“GNPC” means the Ghana National Petroleum Corporation, a public corporation established by Provisional National Defence Council Law 64 of 1983.

“Government” means the government of Ghana or, as appropriate, the government of any other country in which a Borrowing Base Asset is situated.

“Gross Revenues” means, for the relevant period of determination and without double counting, the USD equivalent of each of the following amounts to the extent received (or projected to be received or which are credits to an interest or account of an Obligor) by or on behalf of an Obligor (including the USD equivalent of any payment in kind) during that period from or in respect of the Borrowing Base Assets (other than any amount received or held on behalf of an Interested Third Party which is not related to a Borrowing Base Asset whether in cash or in kind):

(A)                amounts received or to be received from the sale of crude oil, condensate, natural gas liquids and all output and product from the Borrowing Base Assets or otherwise received or to be received pursuant to any Project Agreement;

(B)                  amounts representing interest on the Project Accounts and interest or distributions or income of any kind in respect of Authorised Investments;

(C)                  all refunds of tax of any kind;

(D)                 all Insurance Proceeds;

(E)                   all damages or other payments for termination or non-performance or failure to perform or variation under any contract;

(F)                   all net amounts received under any Derivative Agreement;

(G)                  all amounts received in respect of any Permitted Disposal; and

(H)                 all other amounts which fall to be credited to the profit and loss account of an Obligor for the financial year in which the relevant period falls.

“Group” means KEO and the Original Borrower and each of their subsidiaries.

“Guarantor” means the Original Guarantor or an Additional Guarantor.

“Hedging Agreement” means an ISDA Master Agreement or similar agreement pursuant to which Hedging Transactions are entered into by the Borrower with a Hedging Counterparty and where the liability of the Obligors thereunder are secured by the Security Documents.

“Hedging Counterparty” means:

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(a)                    any person which is named on the signing pages of the Intercreditor Agreement as a Hedging Counterparty and;

(b)                   any person which becomes a Party as a Hedging Counterparty pursuant to Clause 13.5 (Creditor/Agent Accession Undertaking) of the Intercreditor Agreement.

“Hedging Transaction” means any transaction entered into under a Hedging Agreement, including (but not limited to) any transaction which is a forward rate agreement, option, future, swap, cap, floor and any combination of the foregoing.

“IFC Commitment” has the meaning given to it in paragraph (A) of clause 3.4 (IFC as Additional Lender) of this Agreement.

“IFC Facility” has the meaning given to it in paragraph (A) of clause 3.4 (IFC as Additional Lender) of this Agreement.

“IFC Rebalancing” has the meaning given to it in paragraph (C) of clause 3.4 (IFC as Additional Lender) of this Agreement.

“Illegality Lender” has the meaning given to that term in clause 10.2 (Illegality) of this Agreement.

“Increased Costs” has the meaning given to that term in clause 16.1 (Increased costs) of this Agreement.

“Insolvency Event” means, in relation to any Obligor, any circumstances described in clause 29.6 (Insolvency) of this Agreement.

“Insolvency Proceedings” means, in relation to any Obligor, any circumstances described in clause 29.7 (Insolvency proceedings) of this Agreement.

“Insurance” or “Insurances” means any or all of the contracts of insurance which Kosmos is required from time to time to purchase or procure and maintain pursuant to the Schedule of Insurances.

“Insurance Consultant” means the appointed insurance consultant, currently ▇▇▇▇▇-▇▇▇▇▇▇, LLC, appointed in accordance with a scope of work and budget for fees and expenses agreed with the Borrower, the Facility Agent and the Technical and Modelling Bank.

“Insurance Consultant Appointment Letter” means the letter between Kosmos, the Facility Agent and the Insurance Consultant setting out the terms of appointment of the Insurance Consultant, in the Agreed Form.

“Insurance Proceeds” means all moneys which may at any time be or become payable to or received by an Obligor (other than proceeds in respect of third party liability insurances) under or pursuant to the Agreed Insurances and any reinsurance contract in which the relevant Obligor has an interest.

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“Insurance Proceeds Accounts” means any of the KED Insurance Proceeds Account, the KEG Insurance Proceeds Account, the KEI Insurance Proceeds Account, the KEO Insurance Proceeds Account, the Borrower Insurance Proceeds Account and any account deemed to be an “Insurance Proceeds Account” in accordance with clause 20 (Bank Accounts and Cash Management) and which is secured in favour of the Secured Parties, each an “Insurance Proceeds Account”.

“Intercompany Borrower” means a borrower under an Intercompany Loan Agreement.

“Intercompany Loan Agreement” means each loan agreement in Agreed Form pursuant to which a Borrower makes advances to an Obligor from the proceeds of a Utilisation under the Facility.

“Intercreditor Agreement” means the intercreditor agreement, entered into on or about the date of this Agreement, between, amongst others, the Facility Agent, the Lenders, the Hedging Counterparties, the Original Borrower and the Security Agent.

“Interest Period” means, in relation to a Loan, each period determined in accordance with clause 12 (Interest Periods) of this Agreement and, in relation to an Unpaid Sum, each period determined in accordance with clause 11.4 (Default interest) of this Agreement.

“Interested Third Party” has the meaning given to the term in clause 20.2(A)(iii) (Other bank accounts) of this Agreement.

“IPO” means in relation to a company, a transaction in which shares in that company are sold or issued to investors and in connection with such sale or issue are admitted to trading on a regulated market or other stock exchange.

“IPO Reorganisation” means any Reorganisation implemented by KEH, or any of its Subsidiaries from time to time (or any group of them), which is undertaken for the purpose of facilitating an IPO.

“ISDA Master Agreement” means the 1992 ISDA Master Agreement or the 2002 ISDA Master Agreement, as the case may be.

“Joint Operating Agreements” means:

(A)                the DWT JOA;

(B)                  the WCTP JOA; and

(C)                  the joint operating agreement between Societe Nationale des Hydrocarbures, Perenco Oil and Gas (Cameroon) Ltd and Kosmos Energy Cameroon HC dated 3 July 2008 pursuant to which the parties, to ensure good management of the petroleum operations, agreed to further define their respective rights in relation to the Kombe-Nsepe Permit, Cameroon (and all amendments and supplementals thereto).

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“Jubilee Field” means the hydrocarbon accumulation so named that is located approximately 63km offshore Ghana and which extends across the Ghana Blocks.

“Jubilee Field Phase 1” means the Phase 1 development of the Jubilee Field, as described in the Phase 1 Plan of Development for the Jubilee Field, including the Project Infrastructure and all appraisal, exploration, construction, operations, maintenance and exploitation works and activities, and the treatment, processing, storage, delivery, lifting and sale of Unit Substances therefrom.

“KED Insurance Proceeds Account” means an account designated “KED — Insurance Proceeds Account” established by KED with the Offshore Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KED Offshore Proceeds Account” means an account designated “Kosmos Energy Development — Offshore” established by KED with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KED Offshore Security Assignment” means the English law security assignment and debenture, dated on or about the date of this Agreement, between KED and the Security Agent.

“KEG Insurance Proceeds Account” means an account designated “KEG — Insurance Proceeds Account” established by KEG with the Offshore Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEG Offshore Proceeds Account” means an account or accounts where the designated name includes the words “Kosmos Energy Ghana HC — Offshore” established by KEG with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEG Offshore Project Accounts Agreement” means the offshore project accounts agreement, dated on or about the date of this Agreement, between KEG, the Offshore Account Bank, the Facility Agent and the Security Agent.

“KEG Offshore Security Assignment” means the English law security assignment and debenture, dated on or about the date of this Agreement, between KEG and the Security Agent.

“KEG Onshore Project Accounts Agreement” means the onshore project accounts agreement, dated on or about the date of this Agreement, between KEG, the Onshore Account Bank, the Facility Agent and the Security Agent.

“KEG Onshore Security Assignment” means the Ghanaian law debenture, dated on or about the date of this Agreement, between KEG and the Security Agent.

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“KEH” means Kosmos Energy Holdings, a company incorporated under the laws of the Cayman Islands with registered number 133483 and having its registered office at PO Box 32332, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1209, Cayman Islands.

“KEI and KEO Offshore Security Assignment” means the English law security assignment dated on or about the date of this Agreement between KEI, KEO and the Security Agent.

“KEI Insurance Proceeds Account” means an account designated “KEI — Insurance Proceeds Account” established by KEI with the Offshore Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEI Offshore Proceeds Account” means an account designated “Kosmos Energy International — Offshore” established by KEI with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEI Offshore Security Assignment” means the English law security assignment and debenture, dated on or about the date of this Agreement, between KEI and the Security Agent.

“KEL” means Kosmos Energy Ltd., a company incorporated under the laws of Bermuda with registered number 45011 and having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇.

“KEO Insurance Proceeds Account” means an account designated “KEO — Insurance Proceeds Account” established by KEO with the Offshore Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEO Offshore Proceeds Account” means an account designated “Kosmos Energy Operating — Offshore” established by KEO with the Account Bank in London pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement which is secured in favour of the Secured Parties.

“KEO Offshore Security Assignment” means the English law security assignment and debenture, dated on or about the date of this Agreement, between KEO and the Security Agent.

“Kosmos” means KEG or the Borrower, as the context so requires.

“▇▇ ▇▇▇▇ Collateral Account” means an account designated “Kosmos — ▇▇ ▇▇▇▇ Collateral Account” which is established and maintained by the Original Borrower pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement, with the relevant LC Issuing Bank or Lender (as applicable, in accordance with the terms of clause 7.1(B)(viii)(a)), which is secured in favour of the relevant LC Issuing Bank or Lender, as applicable.

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“LC Issuing Bank” means the Mandated Lead Arrangers and Underwriters and such other Lenders (each an LC Issuing Bank) appointed to such role from time to time and who issue, pursuant to clause 7.6 (Issue of Letters of Credit) of this Agreement, a Letter of Credit.

“LC Lender” means each Lender, unless otherwise agreed.

“Lender” means:

(A)                any Original Lender;

(B)                  any bank or financial institution which has become a Party as a lender in accordance with clause 30 (Changes to the Lenders) of this Agreement; and

(C)                  any entity which has become a Party as a lender in accordance with clause 3.3 (Additional Commitment) of this Agreement,

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Lender Accession Notice” means a notice substantially in the form set out under Schedule 8 (Form of Lender Accession Notice) to be delivered by an Additional Lender pursuant to and in accordance with clause 3.3 (Additional Commitment) of this Agreement.

“Letter of Credit” means a letter of credit:

(A)                substantially in the form set out in Schedule 12 (Form of Letter of Credit) of this Agreement subject to such amendments as any beneficiary may reasonably require;

(B)                  in such form as already issued by Kosmos on the date of this Agreement (together with such amendments as may reasonably be required by the beneficiary thereunder); or

(C)                  in any other form requested by Kosmos and agreed by the Facility Agent (pursuant to instructions from the Majority Lenders (acting reasonably)) and each LC Lender.

“LIBOR” means the British Bankers’ Association Interest Settlement Rate for the relevant Interest Period, as displayed on the appropriate page of the Reuters screen or, if that page is replaced or service ceases to be available, such reasonable alternative page or service which the Facility Agent reasonably specifies, or if no such rate or screen is available, the arithmetic mean of the rates (rounded to four decimal places) provided by three Reference Banks.

“Loan” means each loan or Letter of Credit made or to be made under this Agreement or the principal amount outstanding for the time being of that loan or Letter of Credit.

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“Loan Life Cover Ratio” or “LLCR” means the ratio of (i) the net present value of Net Cash Flow (calculated on the basis of the Forecast Assumptions) from the relevant Forecast Date until the Final Maturity Date plus the net present value of Relevant Capital Expenditure to (ii) the aggregate of all Loans outstanding under the Facility on that Forecast Date.

“Majority Lenders” means, as applicable, those Lenders whose participation in advances under the Facility are equal to 66 2/3 per cent. of the aggregate advances then outstanding, or if there are no advances outstanding, whose Commitments then aggregate at least 66 2/3 per cent. of the Total Commitments under the Facility.

“Mandatory Cost” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 6 (Mandatory Cost Formulae) of this Agreement.

“Margin” means the percentage rate per annum determined in accordance with clause 11.2 (Margin) of this Agreement.

“Market Disruption Event” has the meaning given to that term in clause 13.2 (Market disruption) of this Agreement.

“Material Adverse Effect” means, in relation to any event (or series of events) or circumstance which occurs or arises (other than fluctuations in Crude Oil prices), that event (or events) or circumstance (or any effect or consequence thereof), in the opinion of the Majority Lenders, would reasonably be expected materially and adversely to affect the financial condition, operations, or business of any Obligor or the Borrowing Base Assets, or the ability of any Obligor to perform its obligations under the Finance Documents in full and on the basis contemplated therein in a way which is materially prejudicial to the interests of the Lenders or results in the Obligors being unable to pay any amounts when due and payable under the Finance Documents.

“Material Contracts” means the following contracts and agreements in Agreed Form at the Signing Date:

(A)                The Drilling Contract for the provision of a semi-submersible drilling unit ‘▇▇▇▇▇ ▇▇▇▇▇’ and associated drilling services between Tullow Oil plc and Ocean Rig 2 AS (as contractor) dated 15 February 2008.

(B)                  The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Offshore Drilling Contract made between Kosmos Energy Ghana HC, Noble Energy EG Ltd and Alpha Offshore Drilling Services Company dated 23 June 2008

(C)                  The ▇▇▇▇▇▇ ▇▇▇▇▇▇ Rig Sharing Agreement between Kosmos Energy Ghana HC, Noble Energy EG Ltd and Alpha Offshore Drilling Services Company dated June 24, 2008.

(D)                 The agreement for the construction, installation, lease, operations and maintenance of a floating, production, storage and offloading facility to be signed between Tullow Ghana Limited and Jubilee Ghana MV21 B.V. as the contractor entered into as of 7 May 2010.

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(E)                   Daywork Drilling Contract — Offshore (Deepwater Millennium), is made between Anadarko Petroleum Corporation, and Transocean Offshore Deepwater Holdings Limited, effective date April 17, 2008.

(F)                   Master Crude Sales Agreement, Trafigura Beheer B.V., Amsterdam, Branch Office Lucerne, and Kosmos Energy Ghana HC; effective date September 24, 2010 and as per first and second amendments dated January 17, 2011 and February 2, 2011.

(G)                  Jubilee Field Unit Crude Oil Lifting Agreement between, Ghana National Petroleum Corporation, Tullow Ghana Limited, Kosmos Energy Ghana HC, Anadarko WCTP Company, Sabre Oil & Gas Holdings Limited and EO Group Limited, dated December 8, 2010.

“Minister” means the Government’s Minister for Energy.

“Model” means the computer model in the Agreed Form at the Signing Date, as such model may be updated from time to time pursuant to clause 19 (Forecasts and Calculations) of this Agreement.

“Model Auditor” means Operis Group plc appointed in accordance with a scope of work and budget for fees and expenses agreed with the Borrower, the Facility Agent and the Technical and Modelling Bank.

“Model Auditor Appointment Letter” means the letter between Kosmos, the Facility Agent, the Technical and Modelling Bank and the Model Auditor setting out the terms of appointment of the Model Auditor in the Agreed Form.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc., a Delaware corporation and any successor thereto and if such corporation shall for any reason no longer perform the functions of a securities rating agency, Moody’s shall be deemed to refer to any other internationally recognised rating agency agreed by the Facility Agent and Kosmos (both acting reasonably).

“Morocco Block Assets” means all activities, assets and developments in the Boujdour Offshore area of interest in Morocco (including exploration), as such area of interest is further described in the relevant Project Agreements defined below.

“Morocco Blocks” means all of the blocks in the Boujdour Offshore area of interest as such area of interest is further described in the relevant Project Agreements defined below.

“Net Cash Flow” means, for any relevant period (but without any double counting):

(A)                Net Revenues; minus

(B)                  Project Costs,

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projected to be paid or received during that period converted if necessary into USD at the rate of exchange used in the Forecast Assumptions on the date of projected receipt or payment.

“Net Revenues” means Gross Revenues minus Royalty Payments and Additional Oil Entitlement payments.

“New Commitment Rebalancing” has the meaning given to it in clause 3.3 (Additional Commitment) of this Agreement.

“New Lender” has the meaning given to it in clause 30.1 (Assignments and transfers and changes in Facility Office by the Lenders).

“New Project Agreement” means any project agreement relating to any Approved Development or Permitted Acquisition over which the Lenders have, or are to receive, a Security Interest.

“Non-Funding Lender” means:

(A)                any Lender who fails to participate in any Utilisation in the amount and at the time required;

(B)                  any Lender who has indicated publicly or to the Facility Agent or an Obligor that it does not intend to participate in all or part of any Utilisation;

(C)                  any Lender which has repudiated its obligations under the Facility; or

(D)                 any Lender in respect of which or in respect of whose holding company any of the events specified in clause 29.6 (Insolvency) or clause 29.7 (Insolvency proceedings) of this Agreement (disregarding paragraph (B) of clause 29.7) (Insolvency proceedings) applies or has occurred.

“Obligors” means the Borrowers and the Guarantors.

“Offshore Proceeds Accounts” means any of the KED Offshore Proceeds Account, the Borrower Offshore Proceeds Account, the KEG Offshore Proceeds Account, the KEI Offshore Proceeds Account, the KEO Offshore Proceeds Account, the Borrower Offshore Proceeds Account and any account deemed to be an “Offshore Proceeds Account” in accordance with clause 20.1 (Project Accounts), and which is secured in favour of the Secured Parties, each an “Offshore Proceeds Account”.

“Onshore Working Capital Accounts” means the Ghana Working Capital Cedi Account and the Ghana Working Capital USD Account.

“Operator” means, in relation to each Borrowing Base Asset or each Developing Asset, the relevant operator of that Borrowing Base Asset or Developing Asset.

“Operator Report” means the semi-annual report prepared by the Operator in relation to each Borrowing Base Asset and each Developing Asset.

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“ORGL LC” means the Letter of Credit dated 24 December 2010 issued by BNP Paribas to Ocean Rig Ghana Limited as beneficiary originally at the request of KEF in respect of the obligations of Tullow Ghana Limited to the beneficiary thereof, a copy of which is appended in Schedule 16 (Copy of ORGL LC), under which the amount of USD 23,000,000 is outstanding as at the date of this Agreement.

“Original Guarantor” means KEO, KEI and KED, KEG and any subsidiary of a Borrower which owns Borrowing Base Assets.

“Participating Interest” has the meaning given to it in the relevant Petroleum Agreement and details of each such participating interest as at the date of this Agreement are as set out in clause 26.14 (Assets) of this Agreement.

“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to a Finance Document.

“Permitted Acquisition” means any acquisitions or investments:

(A)                which are made in the ordinary course of the day to day business of the acquiring company;

(B)                  which are funded by equity or debt subordinated on terms acceptable to the Majority Lenders (acting reasonably);

(C)                  which are in respect of the implementation and development of the Borrowing Base Assets;

(D)                 which are included within a Forecast;

(E)                   in respect of which the aggregate consideration paid (which shall exclude the amount of any debt assumed) does not in any calendar year exceed USD 50 million, or such higher figure as the Majority Lenders may agree (acting reasonably);

(F)                   by an Obligor which are to be Borrowing Base Assets as approved by the Majority Lenders (acting reasonably); or

(G)                  which are approved by the Majority Lenders (acting reasonably),

provided in each case that such acquisition or investment may not take place in Iran, Myanmar, North Korea, Sudan, Syria, Cuba, any country which is subject to a Sanctions Regime or any country designated by the Majority Lenders (acting reasonably).

“Permitted Disposals” means any:

(A)                                           disposal permitted in accordance with clause 28.8 (Disposals) of this Agreement;

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(B)                  disposals made in the ordinary course of the day to day business of operating the Borrowing Base Assets;

(C)                  disposals expressly permitted under any Project Agreement;

(D)                 disposals of cash for purposes not prohibited by the Finance Documents;

(E)                   disposals expressly required in order to comply with its obligations under the Project Agreements;

(F)                   disposals of assets in exchange for other assets of comparable, or superior as to, type, value and quality;

(G)                  disposals of obsolete assets;

(H)                 disposals from one Obligor to another or from a subsidiary to an Obligor;

(I)                      disposals on arms length terms for market value of its Entitlements from a Field or petroleum products to which an Obligor is entitled by virtue of its ownership or investment in a Petroleum Asset;

(J)                     disposals on arms length terms with a net market value not exceeding USD 50 million in any calendar year or, from the date of this Agreement, USD 100 million in aggregate; and

(K)                 disposals not falling within (A) to (J) above which are consented to by the Majority Lenders.

“Permitted Financial Indebtedness” means:

(A)                any Financial Indebtedness arising under or contemplated by the Finance Documents;

(B)                  any Financial Indebtedness the proceeds of which are applied, promptly on receipt by Kosmos, in making or procuring the making of a prepayment of all amounts outstanding under the Finance Documents in full;

(C)                  any Financial Indebtedness subordinated to the Lenders on terms approved by the Majority Lenders (each acting reasonably) provided that there shall be no subordination in respect of amounts held in any Distributions Reserve Account;

(D)                 any Financial Indebtedness owed to an Obligor;

(E)                   any Financial Indebtedness arising under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group does not exceed USD 100 million (or its equivalent in other currencies) at any time;

(F)                   any Financial Indebtedness arising under any Derivative Agreement that Kosmos may enter further to the provisions of clause 28.17(A) (Hedging); or

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(G)                  any Financial Indebtedness otherwise approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

“Permitted Party” has the meaning given to it in clause 30.7 (Disclosure of information).

“Permitted Security” means:

(A)                any netting or set-off arrangement entered into in the ordinary course of financing arrangements for the purpose of netting or setting off debit and credit balances;

(B)                  any lien securing obligations no more than 90 days overdue arising by operation of law;

(C)                  any Security Interest arising under or contemplated by the Finance Documents or pursuant to the express terms of any Project Agreement;

(D)                 any title retention provisions in a supplier’s standard conditions of supply of goods;

(E)                   any Security Interest created over or in respect of any Distributions Reserve Accounts; and

(F)                   any Security Interest not falling within (A) to (E) above which is consented to by the Majority Lenders.

“Permitted Transferee” shall have the meaning given to that term in clause 10.6 (Change of Control) of this Agreement.

“Petroleum Agreements” means:

(i)                       the DWT PA and the WCTP PA (and all amendments and supplements thereto);

(ii)                    the petroleum agreement between Office National des Hydrocarbures et des Mines and Kosmos Energy Offshore Morocco HC dated 3 May 2006 in relation to the Boujdour Offshore area of interest in Morocco (and all amendments and supplementals thereto);

(iii)                 the memorandum of understanding between Office National des Hydrocarbures et des Mines, acting on behalf of the Kingdom of Morocco and Kosmos Energy Offshore Morocco HC, dated 27 September 2010;

(iv)                the production sharing agreement between The Republic of Cameroon and Kosmos Energy Cameroon HC in respect of the Ndian River Block in Cameroon (and all amendments and supplementals thereto);

(v)                   the convention of establishment (the “▇▇▇”) between The Republic of Cameroon, CMS Nomeco Cameroon Ltd and Globex Cameroon, LLC dated 11 December 1997 pursuant to which The Republic of Cameroon granted certain mining titles to CMS Nomeco Cameroon Ltd and Globex Cameroon, LLC in relation to the

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Douala/Kribi-Campo Basin, the Rio Del Rey Basin, certain Deep Water Zones and certain Other Interior Basins (both aforementioned terms as defined in the ▇▇▇), which rights, together with the rights conferred under the Contract of Association referred to below, are referred to as the governing rights of the Kombe-Nsepe Permit, Cameroon (and all amendments and supplementals thereto);

(vi)                the exploration agreement between Perenco Oil and Gas (Cameroon) Ltd and Kosmos Energy Cameroon HC dated 5 October 2005 pursuant to which Perenco Oil and Gas (Cameroon) Ltd transferred by way of farm-out to Kosmos Energy Cameroon HC a portion of its interest in the Kombe-Nsepe Permit, Cameroon (and all amendments and supplementals thereto),

as such documents may be updated, amended or replaced from time to time.

“Petroleum Asset” means any assets related to the exploration for or exploitation, production, treatment, processing, transportation, storage, marketing and sale of petroleum products including, but without limitation, any contractual rights under any agreement entered into in relation to or incidental or ancillary thereto, any equity or participating interest in any entity which has such an interest or which conducts such activities and any right which would allow a person to obtain title to or an interest in any petroleum products.

“Phase 1 Plan of Development for the Jubilee Field” means the relevant plan for the development of the Jubilee Field (Phase 1) approved by the Government.

“Process Agent” has the meaning given to it in clause 45 (Service of Process).

“Project Accounts” means any or all of each Debt Service Reserve Account, the ▇▇ ▇▇▇▇ Collateral Account, the Offshore Proceeds Accounts, the Onshore Working Capital Accounts and the Insurance Proceeds Accounts, in each case, as established pursuant to clause 20 (Bank Accounts and Cash Management) of this Agreement and any account established further to clause 10.3 (Aggregate outstandings exceed the Borrowing Base Amount) of this Agreement, with such accounts being secured in favour of the Secured Parties.

“Project Accounts Agreements” means the KEG Offshore Project Accounts Agreement, the KEG Onshore Project Accounts Agreement and the Borrower Offshore Project Accounts Agreement.

“Project Agreements” means (when entered into by the relevant Obligor):

(A)                each Petroleum Agreement;

(B)                  the Joint Operating Agreements;

(C)                  the UUOA;

(D)                 the contract of association (the “Contract of Association”) between The Republic of Cameroon, CMS Nomeco Cameroon Ltd, Globex Cameroon LLC

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and Societe Nationale des Hydrocarbures dated 11 December 1997 pursuant to which the parties have agreed the terms upon which they will carry out petroleum operations in relation to the M’VIA field, which rights, together with the rights conferred under the ▇▇▇ referred to above, are referred to as the governing rights of the Kombe-Nsepe Permit, Cameroon (and all amendments and supplementals thereto);

(E)                   the association contract between Office National des Hydrocarbures et des Mines and Kosmos Energy Offshore Morocco dated 3 May 2006 in relation to the Boujdour Offshore area of interest in Morocco (and all amendments and supplementals thereto); and

(F)                   each New Project Agreement and any other agreement which the Facility Agent and the Original Borrower agree shall be a Project Agreement,

as such documents may be updated, amended or replaced from time to time.

“Project Costs” means all costs and expenses (including without limitation exploration costs and any costs incurred under any Derivative Agreement pursuant to any Derivative Transaction) in relation to:

(A)                Borrowing Base Assets;

(B)                  the Ghana Block Assets in the following 12 months;

(C)                  the Cameroon Blocks in the following 12 months;

(D)                 the Morocco Blocks in the following 12 months; and

(E)                   any other project, venture, Field or Petroleum Asset which can be funded by headroom under the Borrowing Base Amount, such headroom in any Forecast Period being the amount by which the Borrowing Base Amount exceeds the projected aggregate costs and expenses shown in the then current Forecast for that period for (A) to (D) above.

“Project Infrastructure” means:

(A)                the FPSO for the Jubilee Field Phase 1;

(B)                  a taut-leg mooring system for that vessel;

(C)                  seven production ▇▇▇▇▇;

(D)                 five production drill centers;

(E)                   five production manifolds;

(F)                   four water injection ▇▇▇▇▇;

(G)                  two water-injection drill centers;

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(H)                 two water injection manifolds;

(I)                      three gas-injection ▇▇▇▇▇;

(J)                     one gas-injection drill center;

(K)                 one gas-injection manifold;

(L)                   two riser bases;

(M)              six subsea distribution units; and

(N)                 associated flowlines, risers, umbilicals and jumpers.

“Qualifying Bank” means an internationally recognised bank which:

(A)                is not on a sanctions list or subject to a sanctions regime issued, imposed or administered by the United States or any member country of the European Union, or the European Union itself or the United Nations (or any agency of any of them) (a “Sanctions Regime”); or

(B)                  does not have its principal place of business in a country which is subject to a Sanctions Regime; or

(C)                  is not a bank whose principal place of business is in a country notified by Kosmos to the Facility Agent prior to signing of this Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined two Business Days before the first day of that period.

“Reference Banks” means the principal London offices of Société Générale, London Branch and BNP PARIBAS, or such other Reference Banks appointed under clause 32.16 (Reference Banks) of this Agreement.

“Relevant Capital Expenditure” means capital expenditure incurred or to be incurred in relation to the Borrowing Base Assets and Ghana Block Assets in the next twelve months or, in respect of exploration and appraisal costs for Ghana Block Assets, in the next six months as determined pursuant to a Forecast and which is or will be funded by the Facility or by contributions to the capital of an Obligor (including loans subordinated on terms acceptable to the Facility Agent (acting reasonably)).

“Reorganisation” means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

“Repayment Date” means the date specified as such in the Amortisation Schedule, as may be adjusted in accordance with clause 34.6 (Business Days) of this Agreement.

“Repayment Instalment” means each repayment instalment required pursuant to the Amortisation Schedule (as adjusted from time to time).

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“Repeating Representations” means the representations set out under:

(A)                clauses 26.1 (Status), 26.2 (Legal validity), 26.3 (Non-conflict), 26.4 (Powers and authority) of this Agreement, each as at the time the power or authority was exercised only; and

(B)                  clauses 26.5 (Authorisations), 26.9 (Financial Statements and other factual information), 26.10 (Proceedings pending or threatened), 26.11 (Breach of laws), 26.12 (Ranking of security), 26.13 (Pari passu ranking), 26.14 (Assets), 26.15 (Project Agreements), 26.16 (No Immunity) and 26.17 (Ownership of Obligors) of this Agreement.

“Replacement Lender” has the meaning given to that term in clause 10.10 (Right of repayment and cancellation in relation to a single Lender) of this Agreement.

“Required Approvals” means all material approvals, licenses, consents and authorisations necessary in connection with the execution, delivery, performance or enforcement of any Finance Document or the development, construction and ownership of the relevant Obligor’s interest in a Borrowing Base Asset.

“Required Balance” means a balance which is sufficient to meet the payment of interest and fees only due and payable in the next six months on the Facility.

“Reserve Tail Date” means, at any time, the semi-annual Repayment Date immediately preceding the date on which a Forecast projects that the aggregate economically recoverable reserves remaining to be produced from the Borrowing Base Assets (as reflected in the current Forecast) is projected to be equal to or less than 25 per cent. of the aggregate of the economically recoverable reserves from the Borrowing Base Assets reflected in the Forecast agreed as a condition to first Utilisation. The Reserve Tail Date will be re-determined by each Forecast by reference to the aggregate of reserves for the Borrowing Base Assets adjusted for any reserves upgrades or downgrades, for additional reserves acquired pursuant to any Approved Development or Permitted Acquisition and for any disposal of reserves.

“Reserves Consultant” means Netherland ▇▇▇▇▇▇ & Associates, Inc., (or any other reputable consultant agreed to by the Technical and Modelling Bank (acting reasonably)) appointed in accordance with a scope of work and budget for fees and expenses agreed with the Borrower, the Facility Agent and the Technical and Modelling Bank.

“Reserves Consultant Appointment Letter” means the letter between Kosmos, the Facility Agent, the Technical and Modelling Bank and the Reserves Consultant setting out the terms of appointment of the Reserves Consultant, in the Agreed Form.

“Resignation Letter” means a letter substantially in the form set out in Schedule 10 (Form of Resignation Letter).

“Retiring Guarantor” has the meaning given to it in clause 25.8 (Release of Guarantors’ right of contribution).

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“Revised Final Repayment Date” has the meaning given to that term in clause 9.2 (Amendment to Amortisation Schedule) of this Agreement.

“Rollover Loan” means one or more Loans:

(A)                made or to be made on the same day that a maturing Loan is due to be repaid;

(B)                  the aggregate amount of which is equal to or less than the amount of the maturing Loan;

(C)                  made or to be made to the same Borrower for the purpose of refinancing a maturing Loan.

“Royalty Payments” means royalties payable to the Government by a contractor out of, or calculated by reference to, petroleum to which such contractor is entitled under the terms and conditions of the relevant Petroleum Agreement.

“Sanctions Regime” has the meaning given to it in paragraph (A) of the definition of “Qualifying Bank”.

“Schedule of Insurances” means the schedule of insurances in the Agreed Form (and initialled by the Borrower and/or KEG and the Facility Agent) setting out the insurances to be maintained by the Obligors.

“Second Currency” has the meaning given to it in clause 17.1 (Currency indemnity).

“Secured Liabilities” means at any time and without double counting, all present and future obligations and liabilities (actual or contingent) of each Obligor (whether or not for the payment of money and including any obligation to pay damages for breach of contract) which are, or are expressed to be, or may become due, owing or payable to any or all of the Secured Parties under or in connection with any of the Finance Documents, together with all costs, charges and expenses incurred by the Security Agent or any Secured Party which any Obligor is obliged to pay under any Finance Document.

“Secured Party” means each party to a Finance Document (other than an Obligor or Intercompany Borrower).

“Security Documents” means each of the following documents:

(A)                the KEG Offshore Security Assignment;

(B)                  the KEG Onshore Security Assignment;

(C)                  the KED Offshore Security Assignment;

(D)                 the KEI Offshore Security Assignment;

(E)                   the KEO Offshore Security Assignment;

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(F)                   the Borrower Offshore Security Assignment;

(G)                  the KEI and KEO Offshore Security Assignment;

(H)                 the Charge over Shares in KED;

(I)                      the Charge over Shares in KEG;

(J)                     the Charge over Shares in KEO;

(K)                 the Charge over Shares in KEI;

(L)                   the Charge over Shares in the Original Borrower;

(M)              the Assignment of Reinsurance Rights;

(N)                 the KEG Offshore Project Accounts Agreement;

(O)                 the KEG Onshore Project Accounts Agreement;

(P)                   the Borrower Offshore Project Accounts Agreement; and

(Q)                 subject to the provisions of the Intercreditor Agreement, each other document evidencing or creating any Security Interest held or obtained from an Obligor for or in respect of any Secured Liabilities.

“Security Interest” means a mortgage, charge, pledge, lien or other security interest or any other agreement or arrangement having a similar effect.

“Service Document” has the meaning given to it in clause 45 (Service of Process).

“Shareholder” means any funds affiliated with Warburg Pincus and Blackstone Capital Partners or the Blackstone Group.

“Shareholder Affiliate” means any Affiliate of a Shareholder, any trust of which a Shareholder or any of its Affiliates is a trustee, any partnership of which a Shareholder or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, a Shareholder or any of its Affiliates, provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by a Shareholder or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall constitute a Shareholder Affiliate.

“Shareholder Distribution” means a shareholder distribution as calculated and defined in clause 28.23 (Distributions) of this Agreement.

“Signing Date” means the date on which each of the Finance Documents have been signed.

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“Sources and Uses Statement” has the meaning given to it in clause 24.8 (Sources and Uses).

“Specified Time” means 11:00 a.m. London time on the relevant Quotation Day.

“Standard and Poor’s” means Standard & Poor’s Ratings Service, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and any successor thereto and if such corporation shall for any reason no longer perform the functions of a securities rating agency, Standard & Poor’s shall be deemed to refer to any other internationally recognised rating agency agreed by the Facility Agent and Kosmos (both acting reasonably).

“Subordinated Creditor” means any Obligor whose rights are subordinated to those of the Creditors pursuant to a Deed of Subordination.

“Subordinated Debt” means all present and future moneys, debts, obligations and liabilities which are, or are expressed to be, or may become due, owing or payable by any Obligor to any Affiliate (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise) together with any related Additional Debt.

“Successful Syndication” means the Underwriters each reduce their participation in the Facility to a final hold of not more than USD 200 million.

“Sum” has the meaning given to it in clause 17.1 (Currency indemnity).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Technical and Environmental Consultant Appointment Letter” means the letter between Kosmos, the Facility Agent and the Technical Consultant, the Technical and Modelling Bank and Environmental Consultant setting out the terms of appointment of the Technical Consultant and Environmental Consultant, in the Agreed Form.

“Technical and Modelling Bank” means the Technical Bank and the Modelling Bank, provided that if the Technical Bank and the Modelling Bank cannot reach agreement on a certain issue, then the opinion of the Technical Consultant will be requested (to the extent a Technical Consultant is not already appointed and the parties do not agree on a replacement within 5 Business Days of notification of the failure to reach agreement, the Technical Bank and the Modelling Bank shall request the President of the Energy Institute of London to appoint an independent consultant within 5 Business Days). If no agreement can be reached after consulting the relevant Consultant, the three parties forming the Technical Bank (or in case of a modelling issue the two parties forming the Modelling Bank and the Consultant) will vote and the final decision shall be determined by a two-thirds majority vote.

“Technical Assumptions” means the technical assumptions agreed or determined in accordance with clause 19.1 (Forecast Procedures) of this Agreement.

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“Technical Consultant” means ▇▇▇▇ Consultants International, Inc. (or any other reputable technical consultant agreed to by the Technical and Modelling Bank (acting reasonably)), appointed in accordance with a scope of work and budget for fees and expenses agreed with the Borrower, the Facility Agent and the Technical and Modelling Bank.

“Third Parties Act” has the meaning given to it in clause 1.4 (Third Party Rights).

“Total Available Facility Amount” means at any time the amount calculated as such pursuant to clause 3.2 (Total Available Facility Amount) of this Agreement.

“Total Commitments” means the aggregate of the Commitments of the Lenders.

“Total Facility Amount” means at any time, the total facility made available under the Facility but as reduced by the amount of any cancellation of the Facility.

“Transaction Document” means each Finance Document and each Project Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 7 (Form of Transfer Certificate) of this Agreement or any other form agreed between the Facility Agent and Kosmos.

“Transfer Date” means, in relation to a transfer, the later of:

(A)                the proposed Transfer Date specified in the Transfer Certificate; and

(B)                  the date on which the Facility Agent executes the Transfer Certificate.

“Unit Substances” shall have the meaning given to that term in the UUOA.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“USD” or “US Dollar” means the lawful currency of the United States of America.

“Utilisation” means a utilisation of the Facility by way of a Loan.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 4 (Utilisation Requests) of this Agreement or in the Agreed Form.

“UUOA” means the unitization and unit operating agreement entered into between GNPC, Tullow Ghana Limited, KEG, Anadarko WCTP Company, Sabre Oil and Gas Holdings Limited and EO dated 13 July 2009.

“VAT” means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ or any regulations promulgated thereunder and any other tax of a similar nature.

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“WCTP Block” means West Cape Three Points area offshore Ghana, being the area described in Annex 1 of the WCTP PA, but excluding any portions of such area in respect of which Contractor’s rights thereunder are from time to time relinquished or surrendered pursuant to the WCTP PA.

“WCTP JOA” means the joint operating agreement dated 27 July 2004 between KEG and EO in respect of the West Cape Three Points Block Off-shore Ghana (and all amendments and supplements thereto).

“WCTP PA” means the petroleum agreement dated 22 July 2004 between the Government, represented by the Minister, the GNPC, KEG and EO in respect of the West Cape Three Points Block Off-shore Ghana (and all amendments and supplements thereto).

1.2                  Construction of particular terms

Unless a contrary indication appears, any reference in this Agreement to:

(A)                “this Agreement” shall be construed as a reference to the agreement or document in which such reference appears together with all recitals and Schedules thereto;

(B)                  a reference to “assets” includes properties, revenues and rights of every description;

(C)                  an “authorisation” or “consent” shall be construed as including any authorisation, consent, approval, resolution, licence, exemption, permission, recording, notarisation, filing or registration;

(D)                 an “authorised officer” shall be construed, in relation to any Party, as a reference to a Director or other person duly authorised by such Party as notified by such Party to the Facility Agent as being authorised to sign any agreement, certificate or other document or to take any decision or action, as applicable. The provision of any certificate or the making of any certification by any authorised officer of Kosmos shall not create for that authorised officer any personal liability to the Finance Parties;

(E)                   a “calendar year” is a reference to a period starting on (and including) 1 January and ending on (and including) the immediately following 31 December;

(F)                   a “certified copy” shall be construed as a reference to a copy of that document, certified by an authorised officer of the relevant Party delivering it to be a complete, accurate and up-to-date copy of the original document;

(G)                  a “clause” shall, subject to any contrary indication, be construed as a reference to a clause of the agreement or document in which such reference appears;

(H)                 “continuing” shall, in relation to any Default or Event of Default, be construed as meaning that such Default or Event of Default has not been remedied or waived;

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(I)                      the “equivalent” on any given date in any currency (the “first currency”) of an amount denominated in another currency (the “second currency”) is a reference to the amount of the first currency which could be purchased with the amount of the second currency at the spot rate of exchange quoted by the Facility Agent in the normal course of business at or about 11.00 a.m. on such date for the purchase of the first currency with the second currency in the London foreign exchange markets for delivery on the second Business Day thereafter;

(J)                     the “group” of any person, shall be construed as a reference to that person, its subsidiaries and any holding company of that person and all other subsidiaries of any such holding company, from time to time;

(K)                 a “holding company” of a company or corporation shall be construed as a reference to any company or corporation of which the first-mentioned company or corporation is a subsidiary;

(L)                   “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrase or words of like import;

(M)              a “month” or “Month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to “months” and “Months” shall be construed accordingly);

(N)                 a “person” shall be construed as a reference to any person, trust, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(O)                 a reference to a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of Law but, if not having the force of Law, being a regulation, rule, official directive, request or guideline with which a prudent person carrying on the same or a similar business to Kosmos would comply) of any governmental body, Agency, department or regulatory, self-regulatory or other authority or organisation;

(P)                   a “right” shall be construed as including any right, title, interest, claim, remedy, discretion, power or privilege, in each case whether actual, contingent, present or future;

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(Q)                 a “Schedule” shall, subject to any contrary indication, be construed as a reference to a schedule of the agreement or document in which such reference appears;

(R)                  a “subsidiary” of a company or corporation means a subsidiary undertaking within the meaning of section 1162 of the Companies ▇▇▇ ▇▇▇▇ which shall be construed as a reference to any company or corporation:

(i)                        which is controlled, directly or indirectly, by the first-mentioned company or corporation;

(ii)                     more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or

(iii)                  which is a subsidiary of another subsidiary of the first-mentioned company or corporation,

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

(S)                   the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, bankruptcy, winding-up, reorganisation, dissolution, administration, receivership, judicial custodianship, administrative receivership, arrangement, adjustment, protection or relief of debtors; and

(T)                  a “year” is a reference to a period starting on one day in a month in a calendar year and ending on the numerically corresponding day in the same month in the next succeeding calendar year, save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day Provided that, if a period starts on the last Business Day in a month, that period shall end on the last Business Day in that later month (and references to “years” shall be construed accordingly).

1.3                  Interpretation

(A)                Words importing the singular shall include the plural and vice versa.

(B)                  Words indicating any gender shall include each other gender.

(C)                  Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document to:

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(i)                        any party or person shall be construed so as to include its and any subsequent successors, permitted transferees and permitted assigns in accordance with their respective interests;

(ii)                     such agreement or document or any other agreement or document shall be construed as a reference to each such agreement or document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented, in each case to the extent permitted under the Finance Documents;

(iii)                  a time of day shall, save as otherwise provided in any agreement or document, be construed as a reference to London time.

(D)                 Section, Part, Clause and Schedule headings contained in, and any index or table of contents to, any agreement or document are for ease of reference only.

1.4                  Third Party Rights

(A)                Any Hedging Counterparty may enforce the terms of clause 21.2 (Withdrawals — No Default Outstanding), clause 25 (Guarantee and Indemnity) and clause 41.2(C) (Exceptions) of this Agreement by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ (the “Third Parties Act”). This clause 1.4(A) confers a benefit on each such Hedging Counterparty, and, subject to the remaining provisions of this clause 1.4, is intended to be enforceable by each Hedging Counterparty by virtue of the Third Parties Act.

(B)                  Subject to paragraph (A) above, a person who is not a party to this Agreement has no right under the Third Parties Act to enforce or enjoy the benefit of any term of this Agreement.

(C)                  Notwithstanding any term of any Finance Document, this Agreement may be rescinded or varied without the consent of any person who is not a Party hereto.

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PART 2

CONDITIONS PRECEDENT

2.                         CONDITIONS PRECEDENT

2.1                  Conditions Precedent to first Utilisation

Kosmos may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting reasonably), or their delivery has otherwise been waived in accordance with clause 2.3 (Waivers of Conditions Precedent). The Facility Agent (acting reasonably) shall notify Kosmos and the Lenders promptly upon being so satisfied.

2.2                  Conditions Precedent to each Utilisation

The Lenders will only be obliged to comply with clause 6.5 (Lenders’ participation) if, on the proposed Utilisation Date:

(A)                no Default or Event of Default is continuing or will result from the proposed Loan;

(B)                  an Authorised Signatory of Kosmos certifies that

(i)                        the funds from that Utilisation are expected to be applied in payment of amounts subject to and in accordance with the Cash Waterfall within 90 days of the relevant drawdown date (other than making a distribution in accordance with paragraph (vii) of the Cash Waterfall) or are otherwise required to maintain a reasonable and prudent level of working capital in the Project Accounts;

(ii)                     the aggregate principal amount outstanding under the Facility does not exceed the Borrowing Base Amount, and the making of the Utilisation would not result in the aggregate principal amount outstanding under the Facility exceeding the Borrowing Base Amount; and

(iii)                  the Repeating Representations to be made by each Obligor are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).

2.3                  Waivers of Conditions Precedent

(A)                The Facility Agent as applicable, acting in accordance with the instructions of the Lenders, may waive the requirement under clause 2.1 (Conditions Precedent to first Utilisation) to deliver any one or more of the documents and other evidence listed in Schedule 3 (Conditions Precedent to each Utilisation), as applicable.

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(B)                  Satisfaction of any of the conditions set out in clause 2.2 (Conditions Precedent) may be waived by the Facility Agent acting in accordance with the instructions of the Majority Lenders.

(C)                  Any waiver effected by the Facility Agent in accordance with this clause shall be binding on all Parties.

(D)                 For avoidance of doubt, no Utilisation may be made under the Facility, until the Facility Agent has confirmed all relevant Conditions Precedent have been satisfied (acting reasonably) or waived in accordance with this clause 2 (Conditions Precedent).

(E)                   Prior to the first Utilisation of the Facility (and not thereafter), any Default or Event of Default which arises by virtue of the fact that the Security Interests granted pursuant to the Security Documents are second-ranking (due to the subsistence during such period of Security Interests (as defined in the Existing Finance Documents) which were granted pursuant to the Existing Finance Documents), shall be deemed not to have arisen.

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PART 3

OPERATION OF THE FACILITY

3.                         THE FACILITY

3.1                  Facility Commitment amounts

(A)                Subject to the terms of this Agreement, the Lenders have agreed to make available to the Borrower a secured US Dollar revolving loan facility and a letter of credit facility in an aggregate amount equal to the Total Commitments.

(B)                  The Facility may be utilised by way of Loans (which, during the Availability Period only, shall include Rollover Loans) and Letters of Credit up to an aggregate amount not exceeding USD 200 million.

3.2                  Total Available Facility Amount

(A)                The Total Available Facility Amount shall be computed in accordance with this clause 3.2.

(B)                  If at any time the aggregate amount of all Loans exceeds the Borrowing Base Amount, the Total Available Facility Amount shall be zero.

(C)                  Notwithstanding any increase to the Total Available Facility Amount by the addition of (a) Additional Commitment pursuant to clause 3.3 below; or (b) the IFC Commitment pursuant to clause 3.4 below and subject to paragraph (B) above, the Total Available Facility Amount shall be an amount equal to the lesser of:

(i)                        the Total Facility Amount less (1) the amount of all Loans which have not been either prepaid or repaid and (2) the aggregate amount of any Letters of Credit issued, or to be issued, under the Facility (only to the extent not cash collateralised by amounts standing to the credit of the ▇▇ ▇▇▇▇ Collateral Account); and

(ii)                     the Borrowing Base Amount less (1) the amount of all Loans and (2) the aggregate amount of any Letters of Credit issued, or to be issued, under the Facility (only to the extent not cash collateralised by amounts standing to the credit of the ▇▇ ▇▇▇▇ Collateral Account),

where the Borrowing Base Amount is determined by reference to the most recent Forecast prepared in accordance with the Forecasting Procedures.

(D)                 For the avoidance of doubt, if at any time a Letter of Credit is cash collateralised in whole in or part in accordance with clause 7.1(B) of this Agreement, the Total Available Facility Amount shall, subject always to paragraphs (B) and (C) above, automatically increase by the amount of such deposit. Conversely, in the event that the whole or any part of the cash collateral is withdrawn in accordance with clause 7.1(B) of this Agreement, then the Total Available Facility Amount will reduce by the amount of such withdrawal.

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3.3                  Additional Commitment

(A)                Kosmos may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Facility Amount by the provision of additional commitments under the Facility (each such increase in commitments being an “Additional Commitment”), provided that:

(i)                        the Additional Commitment Notice is delivered at any time after the earlier of (1) the date of Successful Syndication; and (2) the date falling six months after Financial Close, and prior to the expiry of the Availability Period;

(ii)                     all existing Lenders have been given a right of first refusal over a period of 30 days to provide the Additional Commitment following delivery of a copy of the Additional Commitment Notice to the Facility Agent;

(iii)                  the increase is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitment (including all previous increases) does not exceed USD 1 billion less any amount of IFC Commitment which has then been provided;

(iv)                 no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; and

(v)                    the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments.

(B)                  Each Additional Commitment Notice shall:

(i)                        confirm that the requirements of clause 3.3(A) above are fulfilled;

(ii)                     specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”); and

(iii)                  where the Additional Lender is IFC, include any further details that may be required by the Facility Agent (acting reasonably) pursuant to clause 3.4 (IFC as Additional Lender).

(C)                  In the event that the Additional Lender is not a Party to this Agreement, Kosmos shall procure that each Additional Lender:

(i)                        delivers a Lender Accession Notice in the form set out in Schedule 8 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent; and

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(ii)                     accedes to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement,

in each case, on or prior to the Additional Commitment Date.

(D)                 Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date:

(i)                        the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended);

(ii)                     the Additional Commitment shall rank pari passu with respect to existing Commitments; and

(iii)                  any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower making utilisations from the Additional Commitment:

(a)                    in priority to utilisations from Commitments under the Facility; or

(b)                   to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower),

in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata.

(E)                   Each Additional Lender shall become a party to this Agreement (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Intercreditor Agreement in accordance with the Intercreditor Agreement.

(F)                   Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt).

(G)                  The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Lender.

(H)                 On the date that the Facility Agent executes a Lender Accession Notice:

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(i)                        the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment; and

(ii)                     that Additional Lender shall become a Party to this Agreement as a “Lender”.

3.4                  IFC as Additional Lender

(A)                In the event that the Additional Commitment is to be provided by IFC, subject to compliance with the provisions of clause 3.3 (Additional Commitment), IFC may provide its Additional Commitment (the “IFC Commitment”) through a separate tranche, facility or facilities ranking pari passu with the Facility (the “IFC Facility”) details of which, together with any amendments to the Finance Documents as Kosmos and IFC (each acting reasonably) consider necessary, shall be provided with the Additional Commitment Notice.

(B)                  Any IFC Commitment shall be provided on substantially the same terms and conditions as the Facility, save that the IFC Facility shall include such additional or alternative terms and conditions as required by IFC’s policies and practices (the rights in relation to which shall not be available to the Finance Parties).

(C)                  In order to rebalance the Commitments and outstandings under the Facility and the IFC Facility to ensure that they are pro rata (the “IFC Rebalancing”), at the Borrower’s election, the Borrower will make utilisations under the IFC Facility:

(i)                        in priority to the Facility; or

(ii)                     to effect a prepayment under the Facility (which amount may be redrawn by the Borrower),

in each case to procure, as far as practicable, the IFC Rebalancing, following which all drawings under the IFC Facility and the Facility shall be pro rata.

3.5                  Amendments to Finance Documents

(A)                The Parties shall, acting reasonably, make such amendments to the Finance Documents as may be necessary to increase the Total Facility Amount pursuant to clause 3.3 (Additional Commitment) above (including such amendments as required to implement any alternative terms and conditions as required by IFC’s policies and practices) and to enable each Additional Lender to accede to the Finance Documents and provide its Additional Commitment hereunder. The Facility Agent may effect, on behalf of the Finance Parties, any such amendment. Any Lender Accession Notice or accession in respect of the Intercreditor Agreement entered into, or any amendment to the Finance Documents effected pursuant to clause 3.3 (Additional Commitment) above, by

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the Facility Agent, the Additional Lender or the Original Borrower, shall be binding on all Parties.

(B)                  Notwithstanding paragraph (A) above, any amendments to the Finance Documents or additional or alternative terms and conditions, in each case as may be reasonably required as a consequence of any IFC Commitment being provided to the Borrower shall not require the consent of the Finance Parties.

4.                         FINANCE PARTIES’ RIGHTS AND OBLIGATIONS

(A)                The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under any Finance Documents to which it is a Party does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(B)                  The rights of each Finance Party under or in connection with the Finance Documents to which it is a Party are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(C)                  A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

5.                         PURPOSE

5.1                  Purpose

The proceeds of any Loan or Letter of Credit may only be used by the Borrower for the following purposes:

(A)                in the case of a first Utilisation of the Facility, to repay all amounts outstanding under the Existing Finance Documents in full;

(B)                  to pay Project Costs (including Relevant Capital Expenditure);

(C)                  to pay Financing Costs (other than principal and interest);

(D)                 to make advances to an Obligor under an Intercompany Loan Agreement to enable such Obligor to pay Project Costs;

(E)                   to fund the DSRA and the ▇▇ ▇▇▇▇ Collateral Account;

(F)                   to meet all costs and expenses incurred in respect of making any Permitted Acquisition; and

(G)                  to issue Letters of Credit under the Facility.

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5.2                  Monitoring

No Finance Party is bound to monitor or verify the application of any Loan made pursuant to the Finance Documents.

6.                         UTILISATION

6.1                  Availability Period

Subject to satisfaction of the relevant Conditions Precedent, the Facility shall be available for drawing during the period from and including the Signing Date to and including 15 May 2014.

6.2                  Delivery of a Utilisation Request

A Borrower may borrow a loan under the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than 10:00 am on the third Business Day (or in the case of the first Utilisation only, the second Business Day) prior to the proposed Utilisation Date and the Facility Agent shall deliver such Utilisation Request to the Lenders within one Business Day of receipt of the same by it. For this purpose, if the Facility Agent receives the Utilisation Request on a day which is not a Business Day or after 10:00 am on a Business Day, it will be treated as having received the Utilisation Request on the following Business Day.

6.3                  Completion of a Utilisation Request

(A)                Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)                        the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)                     the amount of the Utilisation complies with clause 6.4 (Amount); and

(iii)                  the proposed Interest Period complies with clause 12 (Interest Periods).

(B)                  Only one Loan may be requested in each Utilisation Request and a maximum of 3 Utilisation Requests may be requested in any one month.

(C)                  A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Loans would be outstanding.

6.4                  Amount

Kosmos must notify the Facility Agent and the Technical and Modelling Bank (giving notice of not less than three Business Days’ prior to the Utilisation Date) of the amount of any proposed Loan under the Facility that must be:

(A)                a minimum of USD 10 million (or, in any event, such lesser amount as the Facility Agent may agree); and

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(B)                  an integral multiples of USD 10 million (or, in any event, such lesser amount as the Facility Agent may agree),

or, if less, the balance of the Facility.

6.5                  Lenders’ participation

(A)                If the conditions set out in this Agreement have been met, each Lender under the Facility shall make its participation in the relevant Loan available by the Utilisation Date through its Facility Office in accordance with the terms of this Agreement.

(B)                  The amount of a Lender’s participation in that Loan will be equal to the proportion borne by its Available Commitment to the Available Commitments under the Facility immediately prior to the making of the relevant Loan.

(C)                  The Facility Agent shall notify each Lender of the amount of each Loan under the Facility and the amount of its participation in each such Loan not less than 3 Business Days before the Utilisation Date.

(D)                 A Business Day for the purposes of clause 6 (Utilisation) shall mean a day (other than a Saturday or Sunday) when banks are open for business in London, New York and Paris.

7.                         LETTERS OF CREDIT — UTILISATION

7.1                  General

(A)                In this clause 7 and clause 8 (Letters of Credit):

(i)                        “Expiry Date” means, for a Letter of Credit, the last day of its Term;

(ii)                     “LC Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by the Available Commitment of such Lender under the Facility to the aggregate Available Commitments of all the Lenders under the Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender;

(iii)                  “Renewal or Extension Request” means a written notice delivered to the Facility Agent in accordance with clause 7.7 (Renewal or extension of a Letter of Credit);

(iv)                 “Start Date” means, for a Letter of Credit, the first day of its Term; and

(v)                    “Term” means each period determined under this Agreement for which an LC Issuing Bank is under a liability under a Letter of Credit.

(B)                  Any reference in this Agreement to:

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(i)                        a “Finance Party” includes each of the LC Lenders and each of the LC Issuing Banks;

(ii)                     an amount borrowed under the Facility includes any amount utilised by way of Letter of Credit;

(iii)                  a Utilisation under the Facility made or to be made to the Borrower includes a Letter of Credit issued on its behalf;

(iv)                 a Lender funding its participation in a Utilisation under the Facility includes a Lender participating in a Letter of Credit;

(v)                    amounts outstanding under the Facility include amounts outstanding under or in respect of any Letter of Credit;

(vi)                 an outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable in respect of that Letter of Credit at that time;

(vii)              the Borrower “repaying” or “prepaying” a Letter of Credit means:

(a)                    the Borrower providing cash collateral for that Letter of Credit by depositing funds into the ▇▇ ▇▇▇▇ Collateral Account;

(b)                   the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

(c)                    an LC Issuing Bank being satisfied (acting reasonably) that it has no further liability under that Letter of Credit,

and the amount, subject to the Cash Waterfall, by which a Letter of Credit is repaid or prepaid under sub-paragraphs (viii)(a) and (viii)(b) below is the amount of the relevant cash collateral or reduction; and

(viii)           the Borrower providing “cash collateral” for a Letter of Credit means the Borrower paying an amount in the currency of the Letter of Credit in to the ▇▇ ▇▇▇▇ Collateral Account and the following conditions are met:

(a)                    the account is with the LC Issuing Bank (if the cash collateral is to be provided for all the Lenders) or with a Lender (if the cash collateral is to be provided for that Lender);

(b)                   withdrawals from the ▇▇ ▇▇▇▇ Collateral Account may only be made at any time provided that:

(1)                     there is no Default or Event of Default outstanding at the time;

(2)                     the withdrawal does not occur during a BBA Cure Period;

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(3)                     the latest Sources and Uses Statement does not show that there is a shortfall in funding projected to be available to meet Project Costs; and

(4)                     the Available Commitment at that time is equal to or exceeds the amount of the withdrawal; and

(c)                    any amount withdrawn from the ▇▇ ▇▇▇▇ Collateral Account is deposited into the account from which the original payment was made into the ▇▇ ▇▇▇▇ Collateral Account.

(C)                  clause 6 (Utilisation) does not apply to a Utilisation by way of Letter of Credit.

(D)                 For the avoidance of doubt, in determining the amount of the Available Commitment and a Lender’s LC Proportion of a proposed Letter of Credit for the purposes of this Agreement the Available Commitment of a Lender will be calculated taking account of any cash collateral provided for outstanding Letters of Credit, subject to the Total Available Facility Amount not exceeding the lesser of (i) the Total Facility Amount and (ii) the Borrowing Base Amount.

(E)                   A “Business Day” for the purposes of clause 7 (Letters of Credit — Utilisation) shall mean a day (other than a Saturday or Sunday) when banks are open for business in London, New York and Paris.

(F)                   The ORGL LC shall be deemed to have been issued by BNP Paribas as LC Issuing Bank (such appointment as LC Issuing Bank being solely in respect of the ORGL LC) pursuant to a Utilisation Request submitted by the Borrower in accordance with the terms of this Agreement and such utilisation shall be deemed to have occurred immediately after the first Utilisation under the Facility (the “ORGL LC Utilisation”). For the avoidance of doubt:

(i)                        BNP Paribas shall pay the cash collateral already posted with it pursuant to the ORGL LC to the Distribution Reserve Account; and

(ii)                     no conditions other than those which are required in order to facilitate the first Utilisation will be required to be satisfied in order for the ORGL LC Utilisation to be effective.

7.2                  Letter of Credit Option

(A)                The Facility may also be utilised by way of Letters of Credit at any time prior to the Final Maturity Date.

(B)                  Letters of Credit may be issued under the Facility by any LC Issuing Bank or LC Issuing Banks as may be selected by the Borrower.

(C)                  The Borrower may at any time request any or all Lenders to agree to become a LC Issuing Bank. If any such Lender or Lenders so agree, the Borrower may in its absolute discretion decide which of those Lenders (if any) it wishes to appoint as a LC Issuing Bank.

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(D)                 The Borrower may appoint any Lender as an LC Issuing Bank at any time by notice in writing to the Facility Agent (accompanied by a deed of accession in the form agreed between the Agent and the Borrower, signed by the relevant Lender confirming its appointment as an LC Issuing Bank), following receipt of which the Facility Agent shall promptly countersign any such deed of accession on behalf of the Finance Parties (and in any event within 3 Business Days of receipt of the notice) and notify the Finance Parties (with a copy to the Borrower) that the relevant Lender has become an LC Issuing Bank.

7.3                  Delivery of a Utilisation Request for Letters of Credit

Subject to a LC Issuing Bank having been appointed, the Borrower may request a Letter of Credit to be issued by delivery to the Facility Agent and one or more LC Issuing Banks (as may be selected by the Borrower) of a duly completed Utilisation Request substantially in the form of Part II of Schedule 4 (Utilisation Requests) not later than the third Business Day prior to the proposed Utilisation Date and a maximum of 3 such Utilisation Requests may be delivered in any one month, provided that there shall not, at any time, be more than 10 Letters of Credit outstanding.

7.4                  Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(A)                it specifies that it is for a Letter of Credit;

(B)                  it specifies the amount that is to be utilised under the Facility;

(C)                  the proposed Utilisation Date is a Business Day within the Availability Period;

(D)                 the currency and amount of the Letter of Credit comply with clause 7.5 (Amount);

(E)                   the form of Letter of Credit is attached;

(F)                   the Expiry Date of the Letter of Credit falls on or before the Final Repayment Date for the Facility; and

(G)                  the delivery instructions for the Letter of Credit are specified.

7.5                  Amount

The amount of the proposed Letter of Credit must be an amount which is not more than the Total Available Facility Amount and which is a minimum of USD 5 million or, if less, the Total Available Facility Amount and which otherwise complies with clause 7.6(B)(ii).

7.6                  Issue of Letters of Credit

(A)                If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

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(B)                  The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date:

(i)                        in the case of a Letter of Credit renewed in accordance with clause 7.7 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;

(ii)                     the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Facility exceeding the lesser of the Total Facility Amount and the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 200 million;

(iii)                  the Repeating Representations to be made by each Obligor are true in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects); and

(iv)                 the LC Issuing Bank and the Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the beneficiary of the Letter of Credit.

(C)                  The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne by the Available Commitment of such Lender under the Facility to the aggregate Available Commitments of all the Lenders under the Facility immediately prior to the issue of the Letter of Credit.

(D)                 The Facility Agent shall notify the LC Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

7.7                  Renewal or extension of a Letter of Credit

(A)                The Borrower may request any Letter of Credit issued on its behalf be renewed or extended by delivery to the Facility Agent and the relevant LC Issuing Bank of a Renewal or Extension Request by the sixth Business Day before the date of the proposed renewal.

(B)                  The Lenders shall treat any Renewal or Extension Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraph (E) of clause 7.4 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(C)                  The terms of each renewed or extended Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

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(i)                        its amount may be less than the amount of the Letter of Credit immediately prior to its renewal or extension;

(ii)                     (in relation to a renewal only) its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal or Extension Request subject to clause 7.4(F); and

(iii)                  (in relation to an extension only) its Term shall start on the date which was the Start Date of the Letter of Credit immediately prior to its extension, and shall end on the proposed Expiry Date specified in the Renewal or Extension Request subject to clause 7.4(F)

(D)                 If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall re-issue and/or amend any Letter of Credit pursuant to a Renewal or Extension Request.

8.                         LETTERS OF CREDIT — GENERAL PROVISIONS

8.1                  When immediately repayable or prepayable

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes payable, the Borrower shall repay or prepay that amount within five Business Days of demand by the relevant LC Issuing Bank.

8.2                  Fee payable in respect of Letters of Credit

(A)                The Borrower shall pay to each of the LC Issuing Banks a fronting fee in respect of each Letter of Credit issued by it, in the amount and at the times agreed in the letter between each relevant LC Issuing Bank and the Borrower. A reference in this Agreement to a Fee Letter shall include the letter referred to in this paragraph.

(B)

(i)                        Subject to (ii) below, the Borrower shall pay to the Facility Agent (for the account of each LC Lender) a letter of credit fee computed at the same rate as the Margin on the outstanding amount of each Letter of Credit for the period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each LC Lender’s LC Proportion of that Letter of Credit.

(ii)                     The Borrower shall be entitled to deduct, from the letter of credit fee calculated as described in (i) above and paid to the Facility Agent, in respect of each Relevant Lender, an amount which is the product of the Margin and any Borrower Replacement Collateral (as defined in clause 8.10 below) held in respect of such Relevant Lender (the “RL Reduction”). The net fee distributed by the Facility Agent to each Relevant Lender shall be the fee calculated according to such Relevant

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Lender’s LC Proportion then reduced by the amount of the RL Reduction.

(C)                  The accrued letter of credit fee on a Letter of Credit shall be payable quarterly (on each of 31 March, 30 June, 30 September and 31 December and as from the first of such dates falling after the date of issue of that Letter of Credit) and on the Expiry Date for that Letter of Credit.

(D)                 If the Borrower uses cash collateral to cover any part of a Letter of Credit then the fronting fee payable to the relevant LC Issuing Bank and the letter of credit fee payable for the account of each LC Lender shall not (in respect of the part of the Letter of Credit covered by the cash collateral) be payable.

8.3                  Claims under a Letter of Credit

(A)                The Borrower irrevocably and unconditionally authorises each LC Issuing Bank to pay any claim made or purported to be made under a Letter of Credit and which appears on its face to be in order (a “claim”).

(B)                  The Borrower shall immediately on demand pay to the Facility Agent for the account of the relevant LC Issuing Bank an amount equal to the amount of any claim under that Letter of Credit.

(C)                  The Borrower acknowledges that the LC Issuing Bank:

(i)                        is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii)                     deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(D)                 The obligations of the Borrower under this clause will not be affected by:

(i)                        the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)                     any incapacity of, or limitation on the powers of, any person signing a claim or other document.

8.4                  Indemnities

(A)                The Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to Clause 8.10) in acting as an LC Issuing Bank under any Letter of Credit.

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(B)                  Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document).

(C)                  The Borrower shall immediately on demand reimburse any Lender for any payment it makes to an LC Issuing Bank under this clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 8.10 but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under Clause 8.10(C) or 8.10(D)). In the absence of reimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 8.4 within 5 Business Days of demand (the “LC Payment Date”), the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Loan on the LC Payment Date. The proceeds of each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Lenders for the amount of the outstanding payment.

(D)                 The obligations of each Lender and the Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

(E)                   The obligations of a Lender or a Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including:

(i)                        any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;

(ii)                     the release of any other Obligor or any other person under the terms of any composition or arrangement;

(iii)                  the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(iv)                 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

(v)                    any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;

(vi)                 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

(vii)              any insolvency or similar proceedings.

8.5                  Rights of contribution

The Borrower will not be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this clause 8.

8.6                  Role of a LC Issuing Bank

(A)                Nothing in this Agreement constitutes a LC Issuing Bank as a trustee or fiduciary of any other person.

(B)                  An LC Issuing Bank shall not be bound to account to any Lender for any sum, or the profit element of any sum received by it for its own account.

(C)                  An LC Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

(D)                 An LC Issuing Bank may rely on:

(i)                        any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)                     any statement made by a director, Authorised Signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(E)                   An LC Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(F)                   An LC Issuing Bank may act in relation to the Finance Documents through its personnel and agents.

(G)                  An LC Issuing Bank is not responsible for:

(i)                        the adequacy, accuracy and/or completeness of any information (whether oral or written) provided by any Party (including itself), or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(ii)                     the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

8.7                  Exclusion of liability

(A)                Without limiting paragraph (B) below, the LC Issuing Bank will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(B)                  No Party (other than the LC Issuing Bank) may take any proceedings against any officer, employee or agent of the LC Issuing Bank in respect of any claim it might have against the LC Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the LC Issuing Bank may rely on this clause subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

8.8                  Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each LC Lender confirms to the LC Issuing Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including, but not limited to, those listed in paragraphs (A) to (D) of clause 32.15 (Credit appraisal by the Lenders).

8.9                  Amendments and Waivers

Notwithstanding any other provision of any Finance Document, an amendment or waiver which relates to the rights or obligations of an LC Issuing Bank may not be effected without the consent of the LC Issuing Bank.

8.10           Cash collateralisation

(A)                If and for so long as:

(i)                        the long-term senior unsecured credit rating of a Lender is, or is reduced to, below A-(Standard & Poor’s) or A3 (▇▇▇▇▇’▇); or

(ii)                     it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under Clause 8.4 (Indemnities) of this Agreement,

(any such Lender being a “Relevant Lender”) then, within two (2) Business Days of the date of publication by S&P or ▇▇▇▇▇’▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall,

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unless otherwise agreed by the LC Issuing Bank, as security for (but without prejudice to) its obligations under Clause 8.4 (Indemnities), pay to the LC Issuing Bank an amount equal to its LC Proportion of the aggregate outstandings under all issued Letters of Credit at such date (the “Cash Deposit”). The Relevant Lender shall, within ten (10) Business Days of any increase in such aggregate outstandings, pay to the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to the LC Issuing Bank (acting reasonably).

(B)                  Any Cash Deposit made pursuant to this Clause 8.10 shall be placed by the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”).

(C)                  The LC Issuing Bank shall only withdraw amounts standing to the credit of such account:

(i)                        for payment to the LC Issuing Bank up to (and including) the amount of the Cash Deposit in accordance with Clause (D) below; and

(ii)                     in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender.

(D)                 Without prejudice to the provisions of Clause 8.4(B), each Relevant Lender hereby irrevocably authorises the LC Issuing Bank to withdraw from any account established pursuant to this Clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under Clause 8.4(B).

(E)                   If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under Clause 8.10(A), then (without prejudice to Clause 8.4(B)):

(i)                        the Relevant Lender hereby irrevocably authorises the Agent to apply its entitlement to sums received by the Agent from any source in respect of payment under, and/or any other sum received by the Agent under or in respect of, the Finance Documents, towards such payment obligations;

(ii)                     the Borrower and the LC Issuing Bank may (in their sole discretion) agree that the Borrower shall pay an amount to the LC Issuing Bank:

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(a)                    which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and

(b)                   which shall be placed by the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account,

and

(iii)                  the LC Issuing Bank may withdraw amounts standing to the credit of such account:

(a)                    to pay the LC Issuing Bank such Relevant Lender’s LC Proportion of any claim made under a Letter of Credit; and

(b)                   as otherwise agreed between the Borrower and the LC Issuing Bank.

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PART 4

PAYMENTS, CANCELLATION, INTEREST AND FEES

9.                         REPAYMENT

9.1                  Repayment of the Facility

(A)                Subject to paragraph (B) below, all Loans outstanding under the Facility will be repaid semi-annually on each successive 15 June and 15 December commencing on 15 June 2014. Repayment Instalments will be sufficient to ensure that the Amortisation Schedule is met.

(B)                  Any repayment made during the Availability Period may be redrawn, but any repayment may not be redrawn after the expiry of the Availability Period.

9.2                  Amendment to Amortisation Schedule

(A)                In the event that the Reserve Tail Date is earlier than the Final Maturity Date, the Amortisation Schedule will be amended so that:

(i)                        the final Repayment Instalment for the Facility is to be paid on the Reserve Tail Date (the “Revised Final Repayment Date”); and

(ii)                     the Repayment Instalment payable on each Repayment Date shall be adjusted on a pro rata basis so as to ensure that all Loans under the Facility are fully repaid on the Reserve Tail Date.

(B)                  In the event that the Total Facility Amount is increased pursuant to clause 3 (The Facility), the Amortisation Schedule will be amended accordingly to reflect such increase.

10.                  PREPAYMENT AND CANCELLATION

10.1           General

(A)                Subject to there being no Event of Default outstanding and other than an obligation to make a prepayment where the aggregate outstandings under the Facility exceed the Borrowing Base Amount at the end of the BBA Cure Period or upon a Change of Control, prepayments in respect of the Facility shall be paid at the end of the next Interest Period falling not less than 15 days after the date on which the event giving rise to the obligation to make the prepayment occurs, and shall be applied pro rata to each Repayment Instalment under the Facility.

(B)                  Any amount prepaid may only be redrawn if such prepayment and Utilisation occurs prior to expiry of the Availability Period.

(C)                  Any prepayment shall be made with accrued interest on the amount prepaid and, subject to Break Costs (excluding any Margin), without premium or penalty.

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10.2           Illegality

(A)                If it becomes unlawful in any applicable jurisdiction for a Lender (an “Illegality Lender”) to perform any of its obligations as contemplated by the Finance Documents, or to fund or maintain its participation in any Utilisation:

(i)                        that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)                     upon the Facility Agent notifying Kosmos, the Commitment of that Lender will be immediately cancelled; and

(iii)                  the Borrower shall either:

(a)                    if the Lender so requires, repay that Lender’s participation in the Utilisations made to the Borrower on the last day of the Interest Period for each Utilisation occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law); or

(b)                   replace that Lender in accordance with paragraph (B) of clause 10.10 (Right of repayment and cancellation in relation to a single Lender) on or before the first date applicable under paragraph (a) above in respect of which a payment is due and payable.

(B)                  If it becomes unlawful in any applicable jurisdiction for the Borrower to perform any of its obligations as contemplated by the Finance Documents:

(i)                        the Borrower shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)                     the Facility Agent shall notify the Lenders; and

(iii)                  the Borrower shall repay each Utilisation made to it on the last day of the Interest Period for that Utilisation occurring after the Facility Agent have notified the Lenders or, if earlier, the last day of any applicable grace period permitted by law.

(C)                  If it becomes unlawful for an LC Issuing Bank to issue or leave outstanding any Letter of Credit, the relevant LC Issuing Bank shall promptly notify the Facility Agent upon becoming aware of that event, and upon the Facility Agent notifying the Borrower, (i) the Facility shall cease to be available for the issue of Letters of Credit unless and until the relevant LC Issuing Bank is replaced by another Lender in accordance with paragraph (B) of clause 10.10 (Right of repayment and cancellation in relation to a single Lender) and (ii) the Borrower shall prepay all Letters of Credit issued by such LC Issuing Bank and use its reasonable

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endeavours to procure the release of such LC Issuing Bank from all outstanding Letters of Credit.

10.3           Aggregate outstandings exceed the Borrowing Base Amount

(A)                In the event that a Forecast shows that the aggregate of the outstandings under the Facility on the relevant Forecast Date exceeds the Borrowing Base Amount as determined in such Forecast, the Borrower shall, within 90 days of the date of the relevant Forecast (in addition to Repayment Instalments under the Amortisation Schedule), make an additional mandatory repayment of the Facility as necessary to ensure that the aggregate of the outstandings under the Facility does not exceed the Borrowing Base Amount provided always that:

(i)                        subject to (ii) below, an Event of Default shall arise in respect of such mandatory prepayment only if such prepayment has not been made in full after a period of 90 days from the relevant Forecast Date (the “BBA Cure Period”); and

(ii)                     such mandatory repayment will be required at the expiry of the BBA Cure Period only if, at such time, a Forecast prepared immediately prior to the expiry of the BBA Cure Period confirms that the aggregate of the outstandings under the Facility exceeds the Borrowing Base Amount.

(B)                  The Obligors shall be entitled to make any such mandatory prepayment by (i) depositing cash into an account with the Account Bank secured in favour of the Lenders (which shall be a Project Account) which has been established solely for this purpose or (ii) procuring a letter of credit on terms approved by the Facility Agent (acting reasonably), in favour of the Facility Agent, in each case, in an amount equal to the mandatory prepayment required. Any excess standing to the credit of such account on any Forecast Date shall be released and may be withdrawn by the Borrower and applied for any purpose as it sees fit (without reference to the Cash Waterfall) provided that prior to being paid into such account none of the Secured Parties had any rights to such amounts (if any Secured Parties had any rights to such amount, such amount shall be paid into an Offshore Proceeds Account).

10.4           Permitted disposals

If, as a result of a Permitted Disposal, the amount outstanding under the Facility exceeds the Borrowing Base Amount, then the required amount of proceeds from such Permitted Disposal to ensure that there is no such excess, after having taken into account the impact of the Permitted Disposal on the Borrowing Base Amount will be used to make a prepayment of the Facility.

10.5           Insurance Receipts

(A)                All Insurance Proceeds received by an Obligor in excess of 10 million shall be paid into and retained in the Insurance Proceeds Account until applied in accordance with the terms of this clause.

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(B)                  All net proceeds of any insurance claim received by an Obligor in respect of a Borrowing Base Asset shall, unless the Majority Lenders otherwise agree, first be applied in prepayment of the Facility:

(i)                        where the aggregate amount of the insurance proceeds received is in excess of USD 100 million (less expenses); or

(ii)                     if less than USD 100 million but more than USD 10 million, to the extent not applied or committed to be applied to meet a third party claim or to cover operating losses of, or in the reinstatement of, a Borrowing Base Asset or purchase of a replacement Borrowing Base Asset or otherwise in amelioration of the loss to a Borrowing Base Asset or reinvestment in the Borrowing Base Asset within, in each case, one year of receipt.

10.6           Change of Control

(A)                Upon a Change of Control:

(i)                        the Obligor shall promptly notify the Facility Agent upon becoming aware of the occurrence of that event; and

(ii)                     if the Majority Lenders so require, the Facility Agent shall, on not less than 30 days written notice to Kosmos, cancel the Commitments and the Borrower shall repay each Lender’s participation in any Utilisations on the last day of the then current period under the Facility, together with accrued interest and all other amounts accrued under the Finance Documents.

(B)                  For the purposes of paragraph (A) above, a “Change of Control” means any person (or persons with whom they act in concert) other than a Permitted Transferee acquiring, directly or indirectly, more than 50 per cent. of the ordinary share capital in any Obligor carrying a right to vote in general meetings of that company. For the avoidance of doubt, a Change of Control shall not occur on an IPO of any Shareholder (directly or indirectly) in KEO or the Borrower, or an IPO of any Obligor.

(C)                  For the purposes of paragraph (B) above, any persons includes more than one person acting in concert and a “Permitted Transferee” means:

(i)                        an Affiliate of a Shareholder or KEH, so long as they remain an Affiliate (including any funds associated with Warburg Pincus and Blackstone Capital Partners or the Blackstone Group); or

(ii)                     a person who is otherwise approved by the Majority Lenders (acting reasonably) provided that any Lender which does not grant its approval may, on not less than 30 days written notice to the Facility Agent and Kosmos, demand that its participation in the Facility be prepaid in full and that its Commitment be immediately cancelled, provided that Kosmos may, in accordance with paragraph (B) of clause 10.10 (Right of repayment and cancellation in relation to a single Lender), procure

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the replacement of that Lender or the transfer of its participation and Commitment to another Lender (with that Lender’s consent) rather than such prepayment and cancellation provided that such replacement or transfer is completed within the relevant notice period given by the relevant Lender. If such replacement or transfer does not occur within the relevant period, that Lender’s participation in the Facility shall be immediately due and payable in full by the Borrower and its Commitment immediately cancelled.

10.7           Automatic Cancellation

At the close of business in London on the last Business Day of the Availability Period for the Facility, the undrawn Commitment of each Lender under the Facility at that time shall be automatically cancelled.

10.8           Voluntary Cancellation

(A)                Kosmos may, by giving not less than ten Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice to the Facility Agent, without penalty, cancel the undrawn Commitments under any Facility in whole or in part (but if in part, in a minimum amount of USD 1 million or, if less, the balance of the undrawn Commitments). The relevant Commitments in respect of the Facility will be cancelled on a date specified in such notice, being a date not earlier than ten Business Days after the relevant notice is received by that Facility Agent.

(B)                  Any valid notice of cancellation will be irrevocable and will specify the date on which the cancellation shall take effect. No part of any Commitment which has been cancelled or which is the subject of a notice of cancellation may subsequently be utilised.

(C)                  When any cancellation of Commitments under the Facility takes effect, each Lender’s Available Commitment under the Facility will be reduced by an amount which bears the same proportion to the total amount being cancelled as its Available Commitment under the Facility bears to the Available Commitment (at that time) under the Facility.

10.9           Voluntary Prepayment of Loans

(A)                Subject to clause 10.1 (General), a Utilisation may be prepaid whether in whole or in part by the Borrower without penalty upon ten Business Days’ prior written notice to the Facility Agent.

(B)                  Any valid notice of prepayment will be irrevocable and, unless a contrary indication appears in this Agreement, will specify the date on which the cancellation shall take effect. Any amount prepaid or repaid may not be redrawn if such prepayment or repayment and Utilisation occurs after the expiry of the Availability Period.

(C)                  Prepayment shall take effect:

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(i)                        on the last day of the then current Interest Period; or

(ii)                     on any other date subject to payment by the Borrower, on demand of Break Costs (if any), in accordance with clause 13.4 (Break Costs).

(D)                 Unless a contrary indication appears in this Agreement, when any prepayment of the whole or part of a Loan takes place, each Lender’s participation in the relevant Loan shall be reduced rateably.

10.10    Right of repayment and cancellation in relation to a single Lender

(A)                If:

(i)                        Kosmos reasonably believes that the sum payable to any Lender by an Obligor is required to be increased under clause 15.2 (Tax gross-up);

(ii)                     Kosmos receives a notice from the Facility Agent under clause 15.3 (Tax Indemnity) or clause 16 (Increased Costs);

(iii)                  any Lender is or becomes a Non-Funding Lender; or

(iv)                 any Lender is or becomes entitled to increase its rate of interest further to clause 13.2 (Market disruption),

Kosmos may, while (in the case of paragraph (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of (iii) or (iv) above) the relevant circumstance continues:

(a)                    give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations;

(b)                   in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below;

(c)                    or replace that Lender in accordance with paragraph (B) below.

(B)                  Kosmos may:

(i)                        in the circumstances set out in paragraph (A) above or pursuant to clause 10.1 (General) or clause 10.2 (Illegality) or clause 10.6(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 30 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a “Replacement Lender”), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to Kosmos

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pursuant to an assignment or transfer in accordance with the provisions of clause 30 (Changes to the Lenders); or

(ii)                     in the circumstances set out in paragraph (A)(iv)(a) of this clause 10.10, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility,

in each case on condition that:

(a)                     each assignment or transfer under this paragraph (B) shall be arranged by Kosmos (with such reasonable assistance from the Existing Lender as Kosmos may reasonably request); and

(b)                    no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest and fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement.

(C)                  On receipt of a notice from Kosmos referred to in paragraph (A) above, the Commitment of that Lender shall immediately be reduced to zero.

(D)                 On the last day of each Interest Period which ends after Kosmos has given notice under paragraph (A) above (or, if earlier, the date specified by Kosmos in that notice), Kosmos shall repay that Lender’s participation in the relevant Utilisation.

(E)                   Paragraphs (A) and (B) do not in any way limit the obligations of any Finance Party under clause 18.1 (Mitigation).

11.                  INTEREST

11.1           Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(A)                Margin;

(B)                  LIBOR; and

(C)                  Mandatory Cost (if any).

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11.2           Margin

The Margin applicable to a Loan shall be a percentage per annum, based on utilisation of the Facility, as follows: