INDENTURE Dated as of March 8, 2024 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 3.125% Convertible Senior Notes due 2030Indenture • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
INDENTURE dated as of March 8, 2024 among KOSMOS ENERGY LTD., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors listed on the signature pages hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
37,500,000 Common Shares KOSMOS ENERGY LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2021 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
Subordinated Indenture Dated as of , 20Subordinated Indenture • August 28th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
SUBORDINATED INDENTURE, dated as of , 20 , between Kosmos Energy Ltd., an exempted company incorporated pursuant to the laws of Bermuda, as the Company, and , as Trustee.
SENIOR NOTES INDENTURE Dated as of October 13, 2021 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent FLOATING...Senior Notes Indenture • October 13th, 2021 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
Dealer Name and Address]Base Call Option Transaction • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
PRODUCTION SHARING CONTRACT BETWEEN THE DEMOCRATIC REPUBLIC OF SAO TOME AND PRINCIPE REPRESENTED BY AGENCIA NACIONAL DO PETROLEO DE SAO TOME AND PRINCIPE BP EXPLORATION (STP) LIMITED AND KOSMOS ENERGY SAO TOME AND PRINCIPE FOR BLOCK 10Production Sharing Contract • May 7th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas • Principe
EXPLORATION AND PRODUCTION CONTRACT BETWEEN THE ISLAMIC REPUBLIC OF MAURITANIA AND BP MAURITANIA INVESTMENTS LIMITED KOSMOS ENERGY MAURITANIA SOCIETE MAURITANIENNE DES HYDROCARBURESExploration and Production Contract • February 28th, 2023 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The Islamic Republic of Mauritania (hereafter referred to as “the State”), represented for purposes of these presents by the Minister in Charge of Crude Hydrocarbons
JOINT OPERATING AGREEMENT KOSMOS ENERGY GHANA HC (1) THE E.O. GROUP (2) OPERATING AGREEMENT IN RESPECT OF WEST CAPE THREE POINTS BLOCK OFFSHORE GHANAJoint Operating Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England and Wales
THIS AGREEMENT is made as of the Effective Date among Kosmos Energy Ghana HC, a Cayman Islands exempted company (hereinafter referred to as “Kosmos”); and the E.O. Group, a company incorporated in Ghana (hereinafter referred to as “EO”). The companies named above may sometimes individually be referred to as “Party” and collectively as the “Parties”.
PETROLEUM AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA AND SIGNET PETROLEUM LIMITED CRICKET INVESTMENTS (PTY) LTD NATIONAL PETROLEUM CORPORATION OF NAMIBIA FOR BLOCK 2914B On ….. June 2011Petroleum Agreement • March 1st, 2019 • Kosmos Energy Ltd. • Crude petroleum & natural gas
WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;
PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF EQUATORIAL GUINEA AND GUINEA ECUATORIAL DE PETROLEOS AND KOSMOS ENERGY EQUATORIAL GUINEA FOR BLOCK “W”Production Sharing Contract • May 7th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas
NOW THEREFORE, in consideration of the undertakings and mutual covenants contained herein, the Parties agree as follows:
KOSMOS ENERGY LTD. [AMENDED AND RESTATED] LONG TERM INCENTIVE PLAN RSU Award Agreement [Directors—Service Vesting]Rsu Award Agreement • February 23rd, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas
You have been granted a restricted share unit award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Kosmos Energy Ltd. [Amended and Restated] Long Term Incentive Plan (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
MINISTRY OF THE ECONOMY AND OF INNOVATION CONTRACT BY AND BETWEEN THE PORTUGUESE STATE AND PETROBRAS INTERNATIONAL BRASPETRO BV, PETRÓLEOS DE PORTUGAL — PETROGAL, S.A., AND PARTEX OIL AND GAS (HOLDINGS) CORPORATION, IN A CONSORTIUM, FOR THE GRANTING...Contract for Exploration and Production Rights • May 4th, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas
This contract was prepared before me, Maria Cristina Vieira Lourenço, an attorney acting as a public official, which contract will be governed by the following articles:
15,000,000 Common Shares KOSMOS ENERGY LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
NDIAN RIVER PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF CAMEROON AND KOSMOS ENERGY CAMEROON HCProduction Sharing Contract • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
Having regard to Law No. 99/013 of December 22, 1999 instituting the Petroleum Code and its implementing texts, in particular the Petroleum Regulations; and
HYDROCARBONS PRODUCTION SHARING AGREEMENT BLOCK CI-708Production Sharing Agreement • February 26th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The Republic of Côte d’Ivoire, hereinafter referred to as the “Government,” represented herein by the Minister of Petroleum, Energy and Development of Renewable Energies, Mr. Thierry TANOH, the Secretary of State to the Prime Minister in charge of the State Budget and Portfolio, Mr. Moussa SANOGO, and the Minister of Economy and Finance, Mr. Adama KONE, duly authorised to sign hereunder;
ENVIRONMENT, TERRITORIAL PLANNING AND ENERGY STATE DEPARTMENT ADDENDUM TO THE CONTRACT ENTERED INTO BETWEEN THE PORTUGUESE STATE AND PETROBRAS INTERNATIONAL BRASPETRO BV, PETRÓLEOS DE PORTUGAL — PETROGAL, S.A. AND PARTEX OIL AND GAS (HOLDINGS)...Addendum to the Contract • May 4th, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas
On the 12th day of March 2015, at 3 p.m., at the Energy Secretariat of State, in Lisbon, the following persons were present, Mr. Artur Trindade, Energy Secretary of State, as first contracting party and in representation of the Portuguese State (hereinafter called to as “State”), through a delegation of signature granted, issued by ordinance, in February 20, 2015, by the Environment, Territorial Planning and Energy Minister and, as second contracting parties, Mr. Mikel Erquiaga Aguirre, a Spanish citizen, acting on behalf of REPSOL EXPLORACIÓN, S.A., a company set up under and regulated by Spanish law, with registered seat at Calle Méndez Álvaro, 44, 28045 Madrid, España, registered with the Commercial Registry Office of Madrid, Tax Payer Number A-28/138873, having the share capital of 24,617,080.20 Euro, with a branch in Portugal, at Avenida José Malhoa, 16, 1099-091, Lisboa and holder of tax payer number 980378419 (hereinafter called to as “Repsol”), Mr. Paul Anthony Dailly, a Britis
PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF EQUATORIAL GUINEA AND GUINEA ECUATORIAL DE PETROLEOS AND PANORO EG EXPLORATION LIMITED AND KOSMOS ENERGY EQUATORIAL GUINEA FOR EG-01Production Sharing Contract • May 9th, 2023 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The State, Panoro, KEEG and the National Company, including their transferees as approved under the Hydrocarbons Law and this Contract, may be referred to individually as "Party" and collectively as "Parties."
THE REPUBLIC OF SENEGAL One People — One Goal — One Faith HYDROCARBON EXPLORATION AND PRODUCTION SHARING CONTRACT SAINT LOUIS OFFSHORE PROFONDHydrocarbon Exploration and Production Sharing Contract • November 3rd, 2014 • Kosmos Energy Ltd. • Crude petroleum & natural gas
· the Republic of Senegal (hereinafter the “State”), represented for the purposes hereof by Mr. Karim WADE, Minister of State, Minister of International Cooperation, Air Transport, Infrastructure and Energy,
SENIOR NOTES INDENTURE Dated as of September 24, 2024 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent and...Senior Notes Indenture • September 24th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED FACILITY AGREEMENTLoan Agreement • August 5th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
DEED OF NOVATION AND ASSIGNMENT AND TRANSFERDeed of Novation and Assignment and Transfer • March 30th, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England and Wales
a company incorporated under the laws the Cayman Islands and having its registered office at 4th Floor, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 32322, Grand Cayman KY1-1209, Cayman Islands (“Assignor” or “Kosmos”);
SENIOR SECURED NOTES INDENTURE Dated as of August 1, 2014 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent and...Senior Secured Notes Indenture • August 4th, 2014 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
INDENTURE, dated as of August 1, 2014, among Kosmos Energy Ltd., a Bermuda company (the “Company”), the Guarantors listed on the signature pages hereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar and Transfer Agent and Banque Internationale à Luxembourg S.A., as Luxembourg listing agent, Luxembourg paying agent and Luxembourg transfer agent.
PETROLEUM AGREEMENT Among THE REPUBLIC OF GHANA GHANA NATIONAL PETROLEUM CORPORATION KOSMOS ENERGY GHANA HC And THE E. O. GROUP IN RESPECT OF WEST CAPE THREE POINTS BLOCK OFFSHORE GHANA DATED 22ND JULY 2004Petroleum Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
THIS PETROLEUM AGREEMENT, made this day of 2004, by and among the Government of the Republic of Ghana (hereinafter referred to as “The State”), represented by the Minister of Energy (hereinafter referred to as the “Minister”), the Ghana National Petroleum Corporation, a public corporation established by Provisional National Defence Council Law 64 of 1983 (hereinafter referred to as (“GNPC”), and Kosmos Energy Ghana HC, a Cayman Islands exempted company (“Kosmos”) and the E.O.Group, a Ghanaian Company (“EO”), (EO and Kosmos being hereinafter referred to as “Contractor”)
AGREEMENT ON THE MANAGEMENT OF PETROLEUM OPERATIONS (JOA) COVERING THE KOMBE- NSEPE PERMIT BETWEEN SOCIETE NATIONALE DES HYDROCARBURES AND PERENCO OIL AND GAS (CAMEROON) LTD. AND KOSMOS ENERGY CAMEROON HCJoint Operating Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England
PRODUCTION SHARING CONTRACT For PETROLEUM EXPLORATION, DEVELOPMENT AND PRODUCTION relating to Block 45 OFFSHORE SURINAME BETWEEN STAATSOLIE MAATSCHAPPIJ SURINAME N.V. and KOSMOS ENERGY SURINAMEProduction Sharing Contract • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
STAATSOLIE MAATSCHAPPIJ SURINAME N.V. (hereinafter referred to as “Staatsolie”) a corporation organized and acting under the laws of the Republic of Suriname;
Dealer Name and Address]Call Option Transaction • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
PETROLEUM AGREEMENT REGARDING THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS BETWEEN OFFICE NATIONAL DES HYDROCARBURES ET DES MINES ACTING ON BEHALF OF THE STATE AND KOSMOS ENERGY OFFSHORE MOROCCO HC IN THE AREA OF INTEREST NAMED BOUJDOUR OFFSHOREPetroleum Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The OFFICE NATIONAL DES HYDROCARURES ET DES MINES, a public Moroccan public entity instituted by law n°33-01, promulgated by dahir n° 1-03-203 on the date of 16 Ramadan 1424 (11 November 2003) and implemented by decree n°2-04-372 on the date of the 16 Kaada 1425 (29 December 2004), whose headquarters are at 5, Avenue Moulay Hassan — BP 99, Rabat, Morocco, hereinafter referred to as “ONHYM”, acting on behalf of the Kingdom of Morocco, hereinafter called “the STATE”, herein represented by its General Director, Amina BENKHADRA;
DATED 13 July 2009 KOSMOS ENERGY FINANCE as Original Borrower - and - KOSMOS ENERGY GHANA HC -and - KOSMOS ENERGY DEVELOPMENT -and - KOSMOS ENERGY INTERNATIONAL -and - THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 2 TO THE CTA as Original Lenders -and...Definitions Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England
KOSMOS ENERGY LTD. LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement [Exchange]Restricted Stock Award Agreement • March 30th, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
You have been granted Restricted Stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Kosmos Energy Ltd. Long Term Incentive Plan (the “Plan”). Unless defined in this Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
KOSMOS ENERGY LTD. LONG TERM INCENTIVE PLAN RSU Award Agreement [Performance Vesting]Rsu Award Agreement • May 4th, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas
You have been granted a restricted share unit award (this “Award”) on the following terms and subject to the provisions of Attachments A and B and the Kosmos Energy Ltd. Long Term Incentive Plan (the “Plan”). Unless defined in this Award agreement (including Attachments A and B, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
DATED 3 JULY 2013 AND AMENDED AND RESTATED ON 29 JULY 2013 KOSMOS ENERGY CREDIT INTERNATIONAL as Original Borrower - and - KOSMOS ENERGY LTD. as Original Guarantor - and - SOCIETE GENERALE, LONDON BRANCH as Facility Agent, Security Agent and Account...Multicurrency Revolving Letter of Credit Facility Agreement • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
PETROLEUM AGREEMENT REGARDING THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS BETWEEN OFFICE NATIONAL DES HYDROCARBURES ET DES MINES ACTING ON BEHALF OF THE STATE AND KOSMOS ENERGY DEEPWATER MOROCCO IN THE AREA OF INTEREST NAMEDPetroleum Agreement • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The OFFICE NATIONAL DES HYDROCARBURES ET DES MINES, a public Moroccan establishment instituted by law n° 33-01 promulgated by dahir n°1-03-203 on the date of 16 Ramadan 1424 (November 11th, 2003) and implemented by decree n°2-04-372 on the date of 16 Kaada 1425 (December 29, 2004), whose headquarter is at 5, Moulay Hassan Avenue B.P 99 - RABAT - MOROCCO, fiscal identification n° 330 4 540, Patent n° 25112444, RC n° 61 577, (hereinafter called “ONHYM”), acting on behalf of the Kingdom of Morocco (hereinafter called “the STATE”), herein represented by its General Director, Mme. Amina BENKHADRA;
ENVIRONMENT, TERRITORIAL PLANNING AND ENERGY STATE DEPARTMENT ADDENDUM TO THE CONTRACT ENTERED INTO BETWEEN THE PORTUGUESE STATE AND PETROBRAS INTERNATIONAL BRASPETRO BV, PETRÓLEOS DE PORTUGAL — PETROGAL, S.A. AND PARTEX OIL AND GAS (HOLDINGS)...Addendum to the Contract • May 4th, 2015 • Kosmos Energy Ltd. • Crude petroleum & natural gas
On the 12th day of March 2015, at 3.30 p.m., at the Energy Secretariat of State, in Lisbon, the following persons were present, Mr. Artur Trindade, Energy Secretary of State, as first contracting party and in representation of the Portuguese State (hereinafter called to as “State”), through a delegation of signature granted, issued by ordinance, in February 20, 2015, by the Environment, Territorial Planning and Energy Minister and, as second contracting parties, Mr. Mikel Erquiaga Aguirre, a Spanish citizen, acting on behalf of REPSOL EXPLORACIÓN, S.A., a company set up under and regulated by Spanish law , with registered seat at Calle Méndez Álvaro, 44, 28045 Madrid, España, registered with the Commercial Registry Office of Madrid, Tax Payer Number A-28/138873, having the share capital of 24,617,080.20 Euro, with a branch in Portugal, at Avenida José Malhoa, 16, 1099-091, Lisboa and holder of tax payer number 980378419 (hereinafter called to as “Repsol”), Mr. Paul
US$250,000,000 REVOLVING CREDIT FACILITY AGREEMENTRevolving Credit Facility Agreement • February 28th, 2023 • Kosmos Energy Ltd. • Crude petroleum & natural gas
Page Introduction 1 PART 1 INTERPRETATION 2 1. Definitions and Interpretation 2 PART 2 CONDITIONS PRECEDENT 44 2. Conditions Precedent 44 PART 3 OPERATION OF THE FACILITY 45 3. The Facility 45 4. Finance Parties’ Rights and Obligations 47 5. Purpose 48 6. Utilisation 48 PART 4 PAYMENTS, CANCELLATION, INTEREST AND FEES 50 7. Repayment 50 8. Prepayment and Cancellation 51 9. Interest 58 10. Interest Periods 59 11. Changes to the calculation of Interest 59 12. Fees 65 PART 5 TAXES, INCREASED COSTS AND INDEMNITIES 67 13. Tax Gross-Up and Indemnities 67 14. Increased Costs 70 15. Other Indemnities 72 16. Mitigation by the Lenders 73
DATED 14 March 2014 KOSMOS ENERGY FINANCE INTERNATIONAL as Original Borrower - and - KOSMOS ENERGY OPERATING, KOSMOS ENERGY INTERNATIONAL, KOSMOS ENERGY DEVELOPMENT and KOSMOS ENERGY GHANA HC as Original Guarantors - and - KOSMOS ENERGY HOLDINGS as...Facility Agreement • May 5th, 2014 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England and Wales
