FACILITY AGREEMENT dated 17 February 2012 for KOSMOS ENERGY FINANCE INTERNATIONAL as Original Borrower with THE COMPANIES LISTED IN APPENDIX 1 as Original Guarantors and INTERNATIONAL FINANCE CORPORATION as a New Lender

Exhibit 10.2

EXECUTION VERSION

FACILITY AGREEMENT

dated 17 February 2012

for

KOSMOS ENERGY FINANCE INTERNATIONAL
as Original Borrower

with

THE COMPANIES LISTED IN APPENDIX 1
as Original Guarantors

and

INTERNATIONAL FINANCE CORPORATION
as a New Lender

IFC FACILITY AGREEMENT

▇▇▇▇▇▇▇▇▇ and May

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇

▇▇▇▇ ▇▇▇

(SRG/PMZH)

510638087

TABLE OF CONTENTS

THIS AGREEMENT is dated 17 February 2012 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 KYI-1209, Cayman Islands (the “Original Borrower”);

(2)           THE ORlGINAL GUARANTORS listed in Appendix 1 as original guarantors (the “Original Guarantors”); and

(3)           INTERNATIONAL FINANCE CORPORATION (the “IFC”),

WHEREAS:

(A)          The parties to this Agreement have entered into a deed of transfer and amendment dated on or about the date of this Agreement with certain other parties pursuant to which, inter alios, certain Lenders under the Facility Agreement (as defined below) have agreed to transfer Loans and Available Commitments, rights and obligations to IFC and the accession of IFC to certain Finance Documents shall occur (the “Deed of Transfer and Amendment”).

(B)          The IFC has agreed to provide a secured facility of up to USD 100,000,000 ranking pari passu in all respects with the Non-IFC Facility, on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1.            DEFINITIONS AND INTERPRETATION

1.1          Definitions

In this Agreement, the following terms have the following meanings:

“Annual Monitoring Report” means the annual monitoring report substantially in the form attached as Appendix 5 (Form of Annual Monitoring Report) hereto setting out the specific social, environmental and developmental impact information, as such report may be amended or supplemented from time to time in accordance with this Agreement.

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of the countries where the Borrower operates its assets, including, without limitation, licenses, permits or other governmental Authorisations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof.

“Available IFC Commitment” means, at any time, the IFC Facility Commitment which may be drawn down under the IFC Facility as determined in accordance with Clause 3.2 (Total Available Facility Amount) of the Facility Agreement.

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“Coercive Practice” means the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

“Collusive Practice” means an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

“Corrupt Practice” the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

“Effective Date” means the date falling on the later of:

(a)           4 Business Days after the date on which IFC confirms to the Original Borrower and the Facility Agent that all fees due and payable to IFC pursuant to a fee letter between the Original Borrower and IFC and dated 17 February 2012 have been paid in full; and

(b)           5 Business Days after the date of the IFC Facility Agreement,

provided that such date shall coincide wherever possible with the last day of the then current Interest Period.

“Facility Agreement” means the facility agreement dated 28 March 2011 (as amended pursuant to the Deed of Transfer and Amendment and as amended from time to time) between the Original Borrower, the Original Guarantors, the Mandated Lead Arrangers, the Underwriters, the Original Lenders, the Technical Bank, the Modelling Bank, the Documentation Bank, the Onshore Account Bank, the Offshore Account Bank, the Facility Agent, the Security Agent and the Intercreditor Agent.

“Fraudulent Practice” means any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.

“Financial Year” means each year ending 31 December.

“Ghana Project Agreements” means:

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

(ii)           the DWT JOA and the WCTP JOA;

(iii)          the UUOA;

(iv)          each New Project Agreement where the relevant Approved Development or Permitted Acquisition is in Ghana or relates to assets in Ghana; and

(v)           any other agreement which the Facility Agent and the Original Borrower agree shall be a Ghana Project Agreement,

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

“Ghana-related Assets” means the Jubilee Field, the Ghana Block Assets and any joint venture, Fields, Project Infrastructure or Petroleum Assets that are located in Ghana.

“IFC Utilisation Receipt” means a utilisation receipt under the IFC Facility substantially in the form set out in Part I (Form of IFC Utilisation Receipt) of Appendix 2 of this Agreement.

“IFC Utilisation Request” means a utilisation request under the IFC Facility substantially in the form set out in Part II (Form of IFC Utilisation Request) of Appendix 2 of this Agreement.

“Independent Expert” means an external, independent expert jointly selected by IFC and the Borrower (each acting reasonably) and appointed by the Borrower.

“Obstructive Practice” means either (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice.

“Project” means:

(A)          the development, operation and maintenance of the Ghana-related Assets; and

(B)          if, but only if, the proceeds of any IFC Loan are applied towards purposes as provided for under Clause 5.1 (Purpose) of the Facility Agreement which do not relate to Ghana-related Assets, the development, operation and maintenance of such assets,

and in each case shall include all appraisal, exploration, construction, operations, maintenance and exploitation works and activities in relation thereto, and the treatment, processing, storage, delivery, lifting and sale of Unit Substances therefrom.

“Repeating Representations” means the “Repeating Representations” as defined in the Facility Agreement and the representations set out in Clause 12 (Representations and Warranties) of this Agreement.

“Sanctionable Practice” any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Schedule as Appendix 3 (Anti-Corruption Guidelines for IFC Transactions).

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

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

1.2          Incorporation of defined terms, interpretation and construction

(A)          Unless a contrary indication appears herein, a term defined in the Facility Agreement or any other Finance Document has the same meaning in this Agreement.

(B)          The principles of construction and interpretation set out under Clause 1.2 (Construction of particular terms) and Clause 1.3 (Interpretation) of the Facility Agreement shall have effect as if set out in this Agreement.

(C)          The meaning and interpretation attributed to the terms set out in Appendix 3 (Anti-Corruption Guidelines for IFC Transactions) shall be deemed to apply to those terms as they are used in this Schedule.

2.            IFC FACILITY

Subject to the terms of this Agreement, IFC shall make available to the Borrower a secured senior term loan facility in an aggregate amount equal to:

(A)          on and from the Effective Date until but not including the IFC Facility Automatic Increase Date, the IFC Facility Commitment; and

(B)          on and from the IFC Facility Automatic Increase Date, the Final IFC Facility Commitment.

3.            PURPOSE

The Borrower shall apply all amounts borrowed under the IFC Facility in accordance with Clause 5 (Purpose) of the Facility Agreement, which shall include an amount applied for a purpose which is in respect of Ghana-related Assets.

4.            UTILISATION

4.1          Utilisation Procedure

(A)          Subject to satisfying the conditions set out in Clause 2 (Conditions Precedent) of the Facility Agreement and Clause 4.2 (IFC Utilisation) of this Agreement, the Borrower may utilise the IFC Facility by delivering an IFC Utilisation Request to the IFC (with a copy to the Facility Agent) and in accordance with and subject to the provisions of Clause 6 (Utilisation) of the Facility Agreement.

(B)          The Borrower shall deliver to the IFC, within five (5) Business Days of a Utilisation Date, an IFC Utilisation Receipt.

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4.2          IFC Utilisation

Each Utilisation shall be made available by IFC in Dollars, for credit directly into the KEG Offshore Proceeds Account provided that the following conditions are met:

(A)          the conditions set out under paragraphs (A) and (B) of Clause 2.2 (Conditions to each Utilisation) in the Facility Agreement have been met;

(B)          the Borrower has demonstrated:

(i)            where it is the operator (and has not been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements) that it has (subject to its express obligations under the relevant Ghana Project Agreements) exercised all rights as it may have to ensure that:

(ii)           where it is the operator (and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements that it has used reasonable endeavours to ensure that; and

(iii)          where it is not the operator, that it has used reasonable endeavours by exercising its rights under the relevant Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure that,

in each case:

(iv)          the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, (ii) the applicable requirements of the Performance Standards and (iii) the EHS Guidelines;

(v)           the continuing implementation and operation of the S&E Management System to assess and manage the social and environmental performance of the Project in a manner consistent with the Performance Standards in all material respects;

(vi)          the environmental mitigation and management measures in the Action Plan have been implemented according to the required completion dates contained therein and maintained; and

(vii)         all action items in the Action Plan have been completed within the timetabled dates prior to the date of the relevant Utilisation Request;

(C)          the proceeds of the Utilisation are used or are to be used for a purpose in accordance with Clause 3 (Purpose).

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(D)          the proceeds of the Utilisation are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; and

(E)           the Repeating Representations are, in 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).

4.3          Borrower’s Certification

The Borrower shall deliver to IFC in each Utilisation Request such evidence of the proposed use of the proceeds of the Utilisation, as IFC may reasonably request.

5.            IFC’S PARTICIPATION

(A)          If the conditions set out in this Agreement have been met, IFC 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 and the Facility Agreement.

(B)          A Business Day for the purposes of Clause 4 (Utilisation) of this Agreement shall mean a day (other than a Saturday or Sunday) when banks are open for business in London, New York and Paris.

6.            LETTERS OF CREDIT

The IFC Facility may not be utilised by way of the issue of Letters of Credit and under no circumstances will IFC be required to act or be appointed to act as an LC Issuing Bank.

7.            REPAYMENT

The Borrower shall repay the IFC Loans made under this Agreement subject to and in accordance with the relevant provisions of Clause 9 (Repayment) of the Facility Agreement.

8.            PREPAYMENT AND CANCELLATION

The provisions of Clause 10 (Prepayment and Cancellation) of the Facility Agreement shall apply in respect of any prepayment or cancellation of the IFC Facility provided that, if requested by IFC, the Borrower delivers to IFC, prior to the date of any such prepayment or cancellation, evidence in form and substance satisfactory to IFC that all necessary Authorisations with respect to the prepayment have been obtained.

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9.            INTEREST

The rate of interest, including calculation, margin and default interest, on each IFC Loan made under this Agreement shall be determined and shall be payable by the Borrower in accordance with Clause 11 (Interest) of the Facility Agreement.

10.          PLACE OF PAYMENTS

10.1        Accounts

(A)          All payments of principal, interest, fees, and any other amount due to IFC from the Borrower under this Agreement or any other Finance Document shall be made directly by the Borrower to IFC in Dollars, in same day funds, and must be received in the account of IFC at Citibank, N.A. New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇, ▇▇▇ (in favour of International Finance Corp) for credit to IFC’s account number ▇▇▇▇▇▇▇▇ (Swift Number: ▇▇▇▇▇▇ ▇▇, ▇▇▇ Number: ▇▇▇▇▇▇▇▇▇, Loan Reference: PRJ-31179-GHA), or at such other bank or account in New York as IFC from time to time designates.  Payments must be received in IFC’s designated account by no later than 1:00 p.m. New York time on the date when such payment is due.

(B)          The Borrower hereby irrevocably agrees that IFC may deem any payment, or part thereof, that is received after the time specified in Clause 10.1(A) of this Agreement as made on the following Business Day and accordingly Default Interest will accrue on any such payment, or part thereof.

10.2        Direct Payments

The Borrower will make payments of all amounts due to IFC under the Finance Documents directly to the account number specified in Clause 10.1 (Accounts) of this Agreement, without requiring payment through the offices of the Facility Agent.

10.3        Allocation of Partial Payments

If at any time IFC receives less than the full amount then due and payable to it under the Facility Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under the Facility Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

11.          FEES

The Borrower shall pay to IFC directly for its own account a commitment fee computed in accordance with Clause 14.1 (Commitment fee) of the Facility Agreement.

12.          REPRESENTATIONS AND WARRANTIES

The Borrower makes the representations and warranties set out in Clauses 12.1 (Sanctionable Practices), 12.2 (Environmental Matters) and 12.3 (Ghana-related

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Assets) of this Agreement to IFC as at the date of this Agreement and acknowledges that IFC has entered into the Finance Documents pursuant to the Deed of Transfer and Amendment and this Agreement in full reliance on these representations and warranties.

12.1        Sanctionable Practices

Neither the Borrower nor any Affiliates, nor any person authorised to act (expressly or implicitly) on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice.

12.2        Environmental Matters

(A)          To the best of its knowledge and belief, after due inquiry, there are no social or environmental risks or issues in relation to the Project other than those identified by the ESRS that could reasonably be expected to have a material adverse effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards and the EHS Guidelines.

(B)          It has not received nor is aware of either:

(i)            any existing or threatened complaint, order, directive, claim, citation or notice from any Authority of the countries where the Borrower operates its assets; or

(ii)           any material written communication from any person concerning the Project’s failure to comply with any matter covered by the Performance Standards which failure has, or could reasonably be expected to have, a material adverse effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards.

12.3        Ghana-related Assets

A sum equal to at least the sum of all amounts drawn down under the IFC Facility shall be applied for purposes in respect of Ghana-related Assets under the Facility.

12.4        Repetition

The Repeating Representations shall be repeated in accordance with the terms of the Facility Agreement.

13.          COVENANTS

13.1        Sanctionable Practices

(A)  The Borrower shall not engage in (and shall not authorise or permit any Affiliate or any other person authorised to act (expressly or implicitly) on its behalf to

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engage in) with respect to the Project or any transaction contemplated by this Schedule, any Sanctionable Practice.

(B)          The Borrower covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this paragraph or paragraph (A) above, it shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request.

13.2        Environmental Matters

(A)          Unless the Parties otherwise agree, the Borrower shall:

(i)            where it is the operator (and has not been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), exercise (subject to its express obligations under the relevant Ghana Project Agreements) all rights as it may have to ensure that;

(ii)           where it is the operator (and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), use reasonable endeavours to ensure that; and

(iii)          where it is not the operator, use reasonable endeavours by exercising its rights under the relevant Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure that,

in each case:

(iv)          the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, and (ii) the applicable requirements of the Performance Standards and (iii) the EHS Guidelines;

(v)           the continuing implementation and operation of the S&E Management System to assess and manage the social and environmental performance of the Project is achieved in a manner consistent with the Performance Standards in all material respects; and

(vi)          the environmental mitigation and management measures specified in the Action Plan are implemented and maintained.

(B)          Unless the Parties otherwise agree, the Borrower shall:

(i)            not vote or otherwise seek to amend the Action Plan in any material respect without the prior written consent of IFC;

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(ii)           where it is the operator exercise such rights as it has under the relevant Ghana Project Agreements to ensure (as far as it is able) that, and where it is not an operator use its reasonable endeavours by exercising its rights under the Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure (as far as it is able) that, in each case, the ESRS, the Action Plan and the Annual Monitoring Report are at all times in a form acceptable to IFC (acting reasonably);

(iii)          periodically review (at least yearly) the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s business or operations, or in light of environmental or social risks identified by the S&E Management System and revise the form as agreed with IFC; and

(iv)          where it is operator and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), inform IFC promptly of such fact (and provide any details where requested by IFC) and assess and inform IFC of the potential risk this poses for compliance with the (i) Action Plan, (ii) applicable requirements of the Performance Standards and/or (iii) EHS Guidelines.

13.3        Non-compliance

In the event that, notwithstanding compliance by the Borrower of the covenants contained in Clause 13.2 (Environmental Matters) of this Agreement, the (i) Action Plan, (ii) applicable requirements of the Performance Standards and/or (iii) EHS Guidelines will not be complied with or where they might reasonably be expected not to be complied with (for whatever reason), then the Borrower shall:

(A)          promptly inform IFC of such non-compliance or potential non-compliance;

(B)          take all actions it can be reasonably expected to take and exercise such rights, powers or influence it may have to mitigate the risks of non-compliance or potential non-compliance, or to reverse the non-compliance or potential non-compliance so that compliance is achieved; and

(C)          inform and update IFC on a regular basis on the status of the non-compliance or potential non-compliance and the steps being taken under Clause 13.3(B) above and respond promptly to any reasonable requests for any information by IFC in relation thereto.

13.4       Reporting

Unless Parties otherwise agree, the Borrower shall:

(A)          within ninety (90) days after the end of each Financial Year, deliver to IFC the corresponding Annual Monitoring Report in the form attached as Appendix 5 (Form of Annual Monitoring Report) hereto confirming compliance with the

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Action Plan, the social and environmental covenants set forth in Clause 13.2 (Environmental Matters) above and Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it and the contents of such Annual Monitoring Report shall be verified by an Independent Expert within 90 days of its delivery to IFC;

(B)          within three (3) Business Days after it becomes aware, notify IFC of any social, labour, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a material adverse effect on the implementation or operation of the Project in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower is taking or plans to take to address them and to prevent any future similar event, and keep IFC informed of the on-going implementation of those measures and plans;

(C)          within 120 days of the end of each Financial Year, publicly disclose all material national, regional and local payments to any Authority in respect of taxes, royalties, bonus and signature payments and all other material payments that are in the nature of taxes, profit share, production share, or for rights to access resources.  Such disclosure shall be substantially in the form set out in Appendix 5 (Form of Revenue Disclosure) hereto, and be made on a webpage readily accessible to the public in English and the local language; and

(D)          deliver to IFC, promptly following publication, a copy of any information published pursuant to paragraph (C) above.

14.          REMEDIES FOLLOWING DEFAULT OR EVENT OF DEFAULT

On and at any time after the occurrence of a Default or an Event of Default which is continuing IFC shall have the rights and remedies set out under the Facility Agreement or the Intercreditor Agreement.

15.          GUARANTEE

Each of the Guarantors hereby acknowledges that, pursuant to the Facility Agreement, they have guaranteed the obligations of the Borrower under this Agreement on the terms and conditions set out in the Facility Agreement.

16.          MISCELLANEOUS

16.1        Notices

Any notice, request or other communication to be given or made under this Agreement shall be given in accordance with Clause 37 (Notices) of the Facility Agreement.

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16.2        Term of Agreement

This Agreement shall continue in force until all monies payable under it have been irrevocably and fully paid in accordance with its provisions and the Obligors have no further obligations to the IFC under this Agreement and the Finance Documents.

16.3        Successors and assignees

This Agreement binds and benefits the respective successors and assignees of the parties.  However, the Borrower may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of IFC. IFC may assign or transfer its rights and obligations hereunder, in whole or in part and in accordance with the terms of the Facility Agreement and the Intercreditor Agreement.

16.4        Counterparts

This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

16.5        Disclosure of information

The provisions of Clause 30.7 (Disclosure of information) of the Facility Agreement shall apply herein, mutatis mutandis as if set out in full for the benefit of IFC.

16.6        Applicable law and jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.  The provisions of Clause 44 (Jurisdiction) of the Facility Agreement shall apply herein, mutatis mutandis, as if set out in full for the benefit of IFC.

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APPENDIX 1

The Original Guarantors

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APPENDIX 2

Receipt and Request

Part I

Form of IFC Utilisation Receipt

[Borrower’s Letterhead]

International Finance Corporation

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

Attention:  Manager, Financial Operations Unit

Ladies and Gentlemen:

Investment No. [·]

Utilisation Receipt (IFC Loan)

We, KOSMOS ENERGY FINANCE INTERNATIONAL, hereby acknowledge receipt on the date hereof, of the sum of [·] Dollars ($[·]) disbursed to us by International Finance Corporation under the IFC Facility provided for in the Facility Agreement dated 28 March 2011 between our company and International Finance Corporation.

Yours truly,

KOSMOS ENERGY FINANCE INTERNATIONAL

Authorised Officer

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Part II

Form of Utilisation Request for IFC Loan

From:     Kosmos Energy Finance International as Borrower

To:         International Finance Corporation

CC:        BNP Paribas as Facility Agent

Dated:   [  ]

Dear Sirs

Kosmos Energy Finance International
USD [  ] IFC Facility Agreement dated [  ] 2012  (the “Agreement”)

1.            We refer to the Agreement. This is a Utilisation Request in respect of a Utilisation under the IFC Facility. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.            We wish to borrow a Loan on the following terms:

3.            We hereby certify that:

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

(b)           the Loan is expected to be applied in payment of amounts subject to and in accordance with the Cash Waterfall within 90 days of the Utilisation Date or as otherwise required for Kosmos to comply with Clause 20.1 (Project Accounts) of the Facility Agreement;

(d)           the making of the Utilisation would not result in the aggregate principal amount outstanding under the Facility exceeding the Borrowing Base Amount;

(e)           the Repeating Representations are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a

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Repeating Representation that contains a materiality concept, true and correct in all respects); and

(f)            the making of the Utilisation will not breach Clause 3 (Purpose) of the Agreement.

4.            The proceeds of this Loan should be credited to the [Borrower/other] Offshore Proceeds Account and to the extent an amount has been attributed to Interest payments above, such amount shall be applied towards the payment of Interest on the Facility.

5.            This Utilisation Request is irrevocable and is a Finance Document.

Yours faithfully

Authorised Signatory for

Kosmos Energy Finance International

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APPENDIX 3

Anti-Corruption Guideline for IFC Transactions

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

1.            CORRUPT PRACTICES

1.1          Definition

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

1.2          Interpretation

(A)          Corrupt practices are understood as kickbacks and bribery.  The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation.  Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

(B)          It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

(C)          In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

(D)          Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

(E)           The World Bank Group does not condone facilitation payments.  For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

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2.            FRAUDULENT PRACTICES

2.1          Definition

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.

2.2          Interpretation

(A)          An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false.  Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Schedule.

(B)          Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity.  It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group.  Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations.  Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3.            COERCIVE PRACTICES

3.1          Definition

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

3.2          Interpretation

(A)          Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

(B)          Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

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4.                                     COLLUSIVE PRACTICES

4.1                              Definition

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

4.2                              Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5.                                     OBSTRUCTIVE  PRACTICES

5.1                              Definition

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

5.2                              Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

6.                                     GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

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APPENDIX 4

Action Plan

ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

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APPENDIX 5

Form of Annual Monitoring Report

International Finance Corporation

Annual Monitoring Report (amr)
Includes:

Environmental and Social Performance
and development indicators

 

Kosmos Energy

Ghana

IFC Project Number: 31179

Reporting Period: (month/year) through (month/year)

amr completion date: (day/month/year)

Environment and Social Development Department
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇

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Annual Monitoring Report
development impact indicators

This section of the AMR has the Development Impact Datasheet which tracks how the project has contributed to development in the region.

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NON-JUBILEE FIELD

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*- for the purpose of this table, “local” and “local community” are defined as belonging to the provinces in which the respective activities are conducted.

Notes:

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INTERNATIONAL FINANCE CORPORATION

ENVIRONMENTAL AND SOCIAL PERFORMANCE

ANNUAL MONITORING REPORT

Kosmos Energy

Ghana

IFC Project Number: 31179

REPORTING PERIOD: (month/year) through (month/year)

AMR COMPLETION DATE: (day/month/year)

Environment and Social Development Department
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇

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INTRODUCTION

The Annual Monitoring Report

This section monitors the Environmental and Social performance of the Project.  IFC’s Investment Agreement requires Kosmos Energy (“Kosmos” or the “Company”) to prepare a comprehensive Annual Monitoring Report (AMR) for its activities in Ghana as defined in the Loan Agreement.

This document comprises IFC’s preferred format for environmental and social performance reporting.  The AMR informs the Environment and Social Development Department about the environmental and social state of the investment.

With respect to the Jubilee Field and because Kosmos is not the Project’s Unit Operator, Kosmos may elect to coordinate with the Unit Operator, who has a similar obligation to IFC under their IFC Facility Agreement, and agree to submit a joint AMR for the Project.  To the extent that there are Kosmos-specific information which are covered by the social and environmental covenants of the IFC Facility Agreements but are not dealt with in the Unit Operator’s AMR, Kosmos will provide such information in this AMR.  Such information will include the environmental, health and safety and social performance of Kosmos’ staff and contractors; the  environmental, health and safety and social programs specifically undertaken by Kosmos and applicable to the Project but not the responsibility of the Unit Operator; and Kosmos’s activities outside the Jubilee Field.  If the Unit Operator’s IFC Facility Agreement is or becomes inactive, Kosmos will continue to submit an AMR also covering the Jubilee project as part of the reporting covenants of its IFC Facility Agreements as long as there remain amounts outstanding under the IFC Facilities, provided, however, that Kosmos shall only be under a Reasonable Endeavors obligation, as defined in the Facility Agreement to obtain the information to complete the AMR.  Unless otherwise indicated, the data provided in this AMR is assumed to be for Kosmos’s activities exclusive of Jubilee Field, and the word “Project” should be read accordingly throughout.

Preparation Instructions

The following points should assist you in completing this form.  Please be descriptive in your responses and attach additional information as needed.

·                 IFC’s Investment Agreement requires designated Kosmos personnel to complete and submit annual environmental and social monitoring reports in compliance with the schedule stipulated in the Investment agreement.

·                 Kosmos must report qualitative and quantitative project performance data each year of the investment for the environmental and social monitoring parameters included in this report format.

·                  The main purpose of completing this form is to provide the following information:

1.              Environmental and Social Management

2.              Occupational Health and Safety (OHS) Performance

3.              Significant Environmental and Social Events

4.              General Information and Feedback

5.              Compliance with IFC and local environmental requirements as specified in the Investment Agreement

6.              Compliance with IFC and local social requirements as specified in the Investment Agreement

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7.              Progress on implementing the Environmental and Social Action Plan (ESAP) agreed with IFC

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Specialist Contact Information

If you have any questions regarding the AMR or wish to discuss completion of the AMR please contact the following Investment Officer or Portfolio Manager.

AMR Preparer(s)

I certify that the data contained in the Environmental and Social Performance section of this AMR completely and accurately represents Applicable Project operations during this reporting period. I further certify that analytical data summaries(1) incorporated in Section 6 are based upon data collected and analyzed in a manner consistent with the applicable and relevant IFC EHS Guidelines.

(1)  Raw analytical data upon which summaries are based should not be submitted with this AMR but must be preserved by Kosmos and presented to IFC upon demand.

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1                                        ENVIRONMENTAL AND SOCIAL MANAGEMENT

1.1                              Environmental Responsibility Chart

Please name the individuals in the company who hold responsibility for Project environmental and social performance (e.g. Environment Manager, Occupational Health and Safety Manager, Community Relations Manager) and give their contact information (Name, Address, Telephone Number, Fax Number, E-mail Address).

1.2                              Summary of Current Operations

Describe company operations and level of business activity.  Describe any significant changes since the last report in the company that may affect Project environmental and social performance.  Describe any environmental and social management initiatives and relevant updates (e.g. ISO 14001, ISO 9001, OHSAS 18001, or equivalent Quality, Environmental and Occupational Health and Safety certifications and renewals) for Kosmos in Ghana.

1.3                              Environmental and Social Impact Assessment and Permitting

Provide a summary of any changes / integrations to the Jubilee Field Project ESIA, and the West Cape Three Point PER, and any new ESIA process for Ghana concessions under development or ongoing at the time of reporting.  Provide a summary of Government of Ghana (GOG) relevant requirements.  Please provide a copy of any amendment / revision or integration of the Jubilee Field Project ESIA or West Cape Three Point PER.

Provide a summary of all relevant permits issued and renewed by the GOG for Jubilee Field Project and the West Cape Three Point Block.

1.4                              Environmental Management Plan

Provide a summary of the reviews of the environmental and social aspects of the Project and provide a copy of the current Project EMP (s), as needed, with identification of all changes, amendments, integrations approved.

1.5                              Management of Changes

Provide a summary table or list of all Project’s proposed changes (design, operations, risk management, project organization, legislation) with potential associated environmental or social impacts, including review and approval by Project environmental and social management.

1.6                              Training Programs

Describe environmental, social and health and safety training programs and their implementation.  Provide an update on the development and implementation of the staffing and training plan for the Project.

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1.7                               Summary of Corporate Social Responsibility Program in Ghana

Provide an update of the status and implementation of the CSR program

2                                         HEALTH AND SAFETY PERFORMANCE (OHS)

Project personnel are required to monitor, record, and report occupational health and safety incidents and workplace conditions (air quality and physical parameters, which are potentially impacted by industrial processes) throughout the reporting period.

2.1                               Compliance with National Requirements

Please list any reports submitted to Ghanaian authorities, e.g. on OHS, fire and safety inspections, compliance monitoring, emergency exercises, as well as comments received and corrective actions taken.  Ghanaian authority monitoring and inspections with subsequent actions taken shall also be summarized and reported.

If any of the information requested in the AMR (Section 2.2 - Section 2.4) is contained in reports sent to Ghanaian authorities, please submit the applicable section of the report.

2.2                               Incident Statistics Monitoring

Please report on incidents during the reporting year for the Project.  Contractor employees are required to adhere to comparable occupational health and safety standards.  If the Project uses contractor employees, please also report any contractor employee incidents.  Expand or shrink the tables as needed.

1.                                      Total Amounts

(2)         Work related physical injury or disease [illness] which results in death, being unfit to work the day following the event, restriction of work or motion including temporary or permanent transfer to another job.

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