PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 7th, 2016 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
THIS PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2016 by and among Cobalt International Energy, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto, and the holders, named in Schedule I hereto (the “Holders”), of the Company’s (i) 2.625% Convertible Senior Notes due 2019 (the “2019 Notes”), which were issued under that certain First Supplemental Indenture (the “2019 Notes Supplemental Indenture”), dated as of December 17, 2012, supplementing the Senior Indenture (the “Senior Indenture”), dated as of December 17, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and (ii) 3.125% Convertible Senior Notes due 2024 (the “2024 Notes”), which were issued under that certain Second Supplemental Indenture (the “2024 Notes Supplemental Indenture”), dated as of May 13, 2014, supplementing the Senior Indenture.
