Exhibit
10.20


 


EXECUTION VERSION


 


IRREVOCABLE CONTRACT
GUARANTEE


 


This Irrevocable Contract
Guarantee (this “Guarantee”) is made in favor of ENSCO Offshore Company, a
Delaware corporation (the “Contractor”), by each of the following entities: (a) (i) C/R
Cobalt Investment Partnership, L.P. (“C/R CIP”); (ii) C/R Energy
Coinvestment II, L.P. (“C/R ECII”); (iii) Riverstone Energy Coinvestment
III, L.P. (“RECIII”); (iv) C/R Energy III Cobalt Partnership, L.P. (“CIR
ECP”); (v) Carlyle/Riverstone Global Energy and Power Fund III, L.P. (C/R
GEPF”); and (vi) Carlyle Energy Coinvestment III, L.P. (“CECIII”) and,
together with C/R CIP, C/R ECII, RECIII, C/R ECP, and C/R GEPF,
“Carlyle/Riverstone”); (b) (i) First Reserve Fund XI, L.P. (“FR XI”),
(ii) FR XI Onshore AIV, L.P. (“FR Onshore” and, together with FR XI,
“First Reserve”); (c) (i) GS Capital Partners VI Fund, L.P. (“GSCP VI
Onshore”); (ii) GS Capital Partners VI Offshore Fund, L.P. (“GSCP VI
Offshore”); (iii) GS Capital Partners V Fund, L.P. (“GSCP V Onshore”); and
GS Capital Partners V Offshore Fund, L.P. (“GSCP V Offshore and, together with
GSCP VI Onshore, GSCP VI Offshore and GSCP V Onshore, “GSCP”); (d) (i) KERN
Energy Partners I LP (“KERN I”), (ii) KERN Energy Partners I U.S., LP
(“KERN I US”), (iii) KERN Energy Partners II LP (“KERN II”), (iv) KERN
Energy Partners II U.S., LP (“KERN II US”), (v) Caisse de Dépôt et
Placement du Québec (“Caisse”), and (vi) The Board of Trustees of the
Leland Stanford Junior University (“Stanford” and, together with KERN I, KERN I
US, KERN II, KERN II US and Caisse, “KERN Partners”; KERN Partners, together
with Carlyle/Riverstone, First Reserve, and GSCP, the “Guarantors” and each
individual entity listed above a “Guarantor”).


 


WHEREAS, Contractor is
entering into a Offshore Daywork Drilling Contract, dated May 5, 2008 (the
“Agreement”; capitalized terms used herein, but not defined, shall have the
meanings ascribed to them in the Agreement), with Cobalt International Energy,
L.P., a Delaware limited partnership (hereinafter referred to as the
“Operator”);


 


WHEREAS, Contractor is not
willing to enter into such Agreement with Operator unless Contractor receives
sufficient credit support, collateral and/or other assurance regarding
Operator’s ability to fulfill its obligations under the Agreement and, in order
to satisfy Contractor’s requirements in this regard, Guarantors have agreed to
execute this Guarantee; and


 


WHEREAS, Guarantors are
investors, affiliates or parent companies of Operator and by virtue of their
respective interests in and relationships with Operator, deem it to be in
Guarantors’ best interest, based on sound business judgment, in that valuable
benefits will be derived by Guarantors by virtue of the Agreement, to execute
and deliver this Guarantee to the Contractor.


 


NOW, THEREFORE, in order to
induce the Contractor to enter into the Agreement, and to satisfy such
condition, and further, in order for Guarantors to


 

















 


obtain
the benefits resulting from the Contractor’s performance pursuant to the
Agreement, Guarantors desire to enter into this Guarantee and hereby agrees to
the following:


 


1.                    Guarantee. (a) Each
Guarantor hereby severally, unconditionally, absolutely and irrevocably
guarantees to Contractor the performance of all payment obligations of Operator
under the Agreement (such obligations are herein collectively referred to as
the “Agreement Obligations”) up to the Maximum Amount shown on Exhibit A
hereto for such Guarantor. Contractor and each Guarantor hereby agree that on
the date that is one (1) year after the Term Commencement Date of the
Agreement, each Guarantor’s Maximum Amount shall decrease by fifty percent
(50%) as shown on Exhibit A hereto for such Guarantor. The aggregate
liabilities and obligations of the Guarantors hereunder shall not exceed the
Agreement Obligations of the Operator under the Agreement. Notwithstanding
anything to the contrary contained herein, it is agreed that Contractor shall
not make a demand on any Guarantor for any amount hereunder unless Contractor
has given Operator a fifteen (15) day prior written notice, a copy of which
notice shall be provided to each Guarantor by sending a copy of such notice to
the addresses provided in Section 6, of Contractor’s intent to demand the
payment from Guarantors hereunder and has indicated to Operator in such notice
the invoked breach(es) of Operator’s obligations. At the end of such fifteen
(15) day period and provided that Operator has not remedied the invoked
breach(es) of Operator’s obligations, Contractor shall be entitled to demand payment
from Guarantors under this Guarantee.


 


(b)              If Contractor
makes a demand for payment on Guarantors hereunder, it shall send a single
notice of such demand to all Guarantors by sending a copy of such demand to the
addresses provided in Section 6, which shall be copied to the Operator and
which shall set forth the aggregate amount for which all of Guarantors shall be
liable. Each Guarantor shall then be liable for its Guarantor Percentage (as
shown on Exhibit A hereto) of such demand, not to exceed its Maximum
Amount (as shown on Exhibit A hereto). Nothing in this Section 1(b) shall
be construed as prohibiting Contractor from making multiple or subsequent
demands or affecting the continuous guarantee(s) given hereunder;
provided, however, that no Guarantor shall be liable for more than its Maximum
Amount (as shown on Exhibit A hereto).


 


2.                    Guarantors to
be Bound by Guarantee Terms. Each Guarantor
acknowledges and represents that it will benefit from the Agreement and that it
has received a copy of the Agreement. Each Guarantor


 


2

















 


hereby absolutely and
unconditionally agrees to comply in all respects with and be bound by the
provisions of this Guarantee.


 


3.                    Representations
and Warranties of Guarantor. Each Guarantor severally
represents and warrants to Contractor that:


 


(a)               Such Guarantor
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation and has full corporate,
partnership or limited liability company power to execute, deliver and perform
this Guarantee.


 


(b)              The execution,
delivery and performance of this Guarantee have been and remain duly authorized
by all necessary corporate, partnership or limited liability company action and
do not contravene any provision of law or of such Guarantor’s constitutional
documents or contractual restriction binding on such Guarantor or its assets.


 


(c)               All consents,
authorization and approvals of, and registrations and declarations with, any
governmental authority necessary for the due execution, delivery and
performance of this Guarantee by such Guarantor have been obtained and remain
in full force and effect and all conditions thereof have been duly complied
with, and no other action by, and no notice to or filing with, any governmental
authority is required in connection with the execution, delivery or performance
of this Guarantee by such Guarantor.


 


(d)              This Guarantee
constitutes the legal, valid and binding obligation of such Guarantor enforceable
against such Guarantor in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


4.                    Waiver. Each
Guarantor hereby waives:


 


(a)               notice of
acceptance of this Guarantee, of the creation and/or existence of any of the
Agreement Obligations and of any action by Contractor in reliance hereon or in
connection herewith;


 


(b)              presentment,
demand for payment (except as expressly set forth in Section 1 above),
notice of dishonor or nonpayment, protest and notice of protest with respect to
the Agreement Obligations; and


 


(c)               except as
expressly set forth in Section 1 above, any requirement that suit be brought
against, or any other action by Contractor be


 


3

















 


taken against, or any notice of default or
other notice be given to, or any demand be made on, Operator or any other
person, or that any other action be taken or not taken as a condition to such
Guarantor’s obligations under this Guarantee or as a condition to enforcement
of this Guarantee against such Guarantor.


 


5.                    Amendments. No amendment
of this Guarantee shall be effective unless signed by each Guarantor and
Contractor. No waiver of any provision of this Guarantee nor consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by Contractor, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


6.                    Addresses for
Notices. All notices and other communications provided for hereunder shall,
unless otherwise specifically provided elsewhere herein, (i) be in writing
and shall be addressed to the parties at their respective addresses set forth
below or at such other addresses as shall be designated in a written notice to
the other party, and (ii) when mailed, be effective when delivered after
being deposited in the U.S. mail, registered or certified, return receipt
requested, postage prepaid, and, in the case of personal delivery, when
delivered at the following addresses:


 


if to Carlyle/Riverstone:                                                                  c/o Riverstone
Holdings LLC

712 Fifth Avenue, 51st Floor

New York, NY 10019

Attention: Greg Beard

Stephen Coats




with a copy to

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: J. Christian Nahr, Esq.


 


if to First Reserve:                                                                                               First Reserve
Corporation

One Lafayette Place

Greenwich, CT 06830

Attention: Alan G. Schwartz




with a copy to

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 4200

Denver, CO 80202

Attention: Beau Stark, Esq.


 


4

















 


if to GSCP:                                                                                                                                       GS Capital
Partners VI Fund, L.P.

GS Capital Partners VI Offshore Fund, L.P.

GS Capital Partners V Fund, L.P.

GS Capital Partners V Offshore Fund, L.P.

85 Broad Street

New York, NY 10004

Attention: Ken Pontarelli




with a copy to

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: J. Christian Nahr, Esq.


 


if to KERN Partners:                                                                                     KERN Energy
Partners I LP

KERN EnergyPartners II LP

KERN Energy Partners I U.S., LP

KERN Energy Partners II U.S., LP

200 Doll Block

116-8th Avenue

Calgary, Alberta, Canada T26 0K4

Attention: Jeff van Steenbergen




Caisse de Dépôt et Placement du Québec

Centre CDP Capital

1000, place Jean-Paul Riopelle

Montreal, Québec

CANADA H2Z 2B6

Attention: Cyrille Vittecoq




The Board of Trustees of the Leland Stanford Junior University

c/o Stanford Management Company

2770 Sand Hill Road

Menlo Park, CA 94025

Attention: Mr. Mark Hayes

Manager Real Estate & Natural Resources




with a copy to 

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019




5

















 


                                                                                                                                                                                                Attention: Anne
Falvey, Esq.




and to




Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Richard E. Gordet, Esq.


 


if to the Operator:                                                                                                  Cobalt
International Energy, L.P.

Two Post Oak Central

1980 Post Oak Boulevard, Suite 1200

Houston, TX 77056

Attention: Doug White


 


if to the Contractor:                                                                                        ENSCO Offshore
Company

500 North Akard Street, Suite 4300

Dallas, Texas 75201-3331

Attention: President


 


7.                    Effect of
Certain Events. Each Guarantor agrees that such Guarantor’s
liability hereunder will not be released, reduced or impaired by the occurrence
of anyone or more of the following events:


 


(a)               The insolvency,
bankruptcy, reorganization, release, receivership or discharge of Contractor;


 


(b)              The renewal,
consolidation, extension, modification or amendment from time to time of the
Agreement;


 


(c)               Except as
expressly set forth in Section 1 above, the failure, delay, waiver or
refusal by Contractor to exercise, in whole or part, any right or remedy held
by Contractor with respect to the Agreement;


 


(d)              Lack of
consideration or any other deficiency in the formation of the Agreement and any
and all amendments and modifications thereof; or


 


(e)               Lack of
corporate, partnership or limited liability company power or authority of such
Guarantor or Operator.


 


8.                    Term. This
Guarantee shall remain in full force and effect up and until the expiration of
the Agreement (whether by termination by right under Section 13.1 of the
Agreement, expiration of the “Primary Term,” as may be extended pursuant to the
terms of the Agreement, or otherwise) or, if later, at such time as the
Agreement Obligations have been fully satisfied, performed and discharged, this
Guarantee


 


6

















 


and all obligations of each Guarantor
hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party. Further, this Guarantee shall be released
as to any Guarantor provided such Guarantor provides reasonable substitute
credit support reasonably acceptable to Contractor in the form of a letter of
credit, escrow account, cash prepayment or some combination thereof, in the
amount of any remaining obligation of such Guarantor hereunder.


 


9.                    Successors and
Assigns. Contractor may assign its rights hereunder to any person or entity to
whom Contractor’s rights under the Agreement are assigned in accordance with
the provisions of Section 18.1 of the Agreement. Each Guarantor may assign
all or a portion of its rights and obligations hereunder (a) with the
prior written consent of Contractor, which consent shall not be unreasonably
withheld; or (b) to an affiliate or to an entity managed or advised by an
affiliate of such Guarantor, provided no such assignment shall relieve such
Guarantor of any liability or obligation hereunder except to the extent
actually performed or satisfied by the assignee. Subject to the foregoing, this
Guarantee shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, permitted assigns, and legal representatives.


 


10.              Governing Law. THE VALIDITY,
CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS GUARANTEE SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THEREOF. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE
PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE
BOROUGH OF MANHATTAN, AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA
LOCATED IN THE STATE OF NEW YORK, BOROUGH OF MANHATTAN. EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR RELATING TO THIS GUARANTEE.


 


11.              Headings. The headings
used herein are for purposes of convenience only and shall not be used in
construing the provisions hereof.


 


12.              Several
Obligations of Guarantors. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE OBLIGATIONS OF GUARANTORS HEREUNDER SHALL BE SEVERAL AND
NOT JOINT AND SEVERAL; NO GUARANTOR SHALL BE LIABLE FOR THE OBLIGATIONS OF
ANOTHER GUARANTOR HEREUNDER; TO THE EXTENT THAT A


 


7

















 


GUARANTOR DOES NOT PERFORM ITS
OBLIGATIONS SPECIFIED IN A DEMAND BY THE CONTRACTOR IN ACCORDANCE WITH THE
TERMS HEREOF, IT SHALL REMAIN LIABLE FOR SUCH OBLIGATIONS AND THE CONTRACTOR
SHALL NOT DEMAND PERFORMANCE OF SUCH OBLIGATIONS FROM ANY OTHER GUARANTOR.


 


13.              Indemnity and
Subrogation. In addition to all such rights of reimbursement,
contribution, indemnity and subrogation as the Guarantors may have under
applicable law, the Operator agrees that if a payment shall be made by any
Guarantor under this Guarantee, the Operator shall indemnify such Guarantor for
the full amount of such payment and such Guarantor shall be subrogated to the
rights of the person to whom such payment shall have been made to the extent of
such payment.


 


14.              Counterparts. This
Guarantee may be executed in multiple counterparts, all of which taken together
shall constitute one document, and any signatory may sign any such counterpart.
A counterpart transmitted by facsimile (including fax) shall be deemed to be an
original.


 


[SIGNATURE PAGES FOLLOW]


 


8














 


IN WITNESS WHEREOF, each Guarantor has caused
this Guarantee to be duly executed and delivered effective as of this 5 day of May,
2008.


 


	
   

  	
  C/R Cobalt
  Investment Partnership, L.P.

  By: Carlyle/Riverstone Energy Partners II, L.P., its general partner

  By: C/R Energy GP II, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C/R Energy
  Coinvestment II, L.P.

  By: Carlyle/Riverstone Energy Partners II, L.P.,

  By: C/R Energy GP II, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Riverstone
  Energy Coinvestment III, L.P.

  By: Riverstone Coinvestment GP, LLC

  By: Riverstone Holdings, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C/R Energy III
  Cobalt Partnership, L.P.

  By: Carlyle/Riverstone Energy Partners III, L.P., its general partner

  By: C/R Energy GP III, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  



 


 


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 

















 


IN WITNESS WHEREOF, each Guarantor has caused
this Guarantee to be duly executed and delivered effective as of this 5 day of May,
2008.


 


	
   

  	
  Carlyle/Riverstone
  Global Energy and Power Fund III, L.P.

  By: Carlyle/Riverstone Energy Partners III, L.P., its general partner

  By: C/R Energy GP III, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Carlyle Energy
  Coinvestment III, L.P.

  By: Carlyle Energy Coinvestment III GP, L.L.C.

  By: TCG Holdings, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Leuschen

  
	
   

  	
  Name:

  	
  David Leuschen

  
	
   

  	
  Title:

  	
  Authorized
  Person

  



 


.


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 

















 


IN WITNESS WHEREOF, each Guarantor has caused
this Guarantee to be duly executed and delivered effective as of this 5 day of May,
2008.


 


	
   

  	
  GS Capital
  Partners VI Fund, L.P.

  By: GSCP VI Advisors, L.L.C.

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken
  Pontarelli

  
	
   

  	
  Name:

  	
  Ken Pontarelli

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  GS Capital
  Partners VI Offshore Fund, L.P.

  By: GSCP VI Offshore Advisors, L.L.C.

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken
  Pontarelli

  
	
   

  	
  Name:

  	
  Ken Pontarelli

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  GS Capital
  Partners V Fund, L.P.

  By: GSCP V Advisors, L.L.C.

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken
  Pontarelli

  
	
   

  	
  Name:

  	
  Ken Pontarelli

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  GS Capital
  Partners V Offshore Fund, L.P.

  By: GSCP V Offshore Advisors, L.L.C.

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken
  Pontarelli

  
	
   

  	
  Name:

  	
  Ken Pontarelli

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 

















 


IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed and delivered effective as of this 5 day of May, 2008.


 


	
   

  	
  First Reserve
  Fund XI, L.P.

  By: First Reserve GP XI, L.P.,

  its general partner

  By: First Reserve OP XI, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Hardy
  Murchison

  
	
   

  	
  Name:

  	
  J. Hardy
  Murchison

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  FR XI Onshore
  AIV, L.P.

  By: First Reserve OP XI, L.P.,

  its general partner

  By: First Reserve GP XI, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Hardy
  Murchison

  
	
   

  	
  Name:

  	
  J. Hardy
  Murchison

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 














 


IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed and delivered effective as of this 5 day of May, 2008.


 


	
   

  	
  KERN Energy
  Partners I LP 

  By: KERN Energy Partners Management Ltd.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff van Steenbergen

  
	
   

  	
  Name:

  	
  Jeff van
  Steenbergen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KERN Energy
  Partners I U.S., LP

  By: KERN Energy Partners Management Ltd.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff van
  Steenbergen

  
	
   

  	
  Name:

  	
  Jeff van
  Steenbergen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KERN Energy
  Partners II U.S., LP

  By: KERN Energy Partners Management Ltd.

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff van
  Steenbergen

  
	
   

  	
  Name:

  	
  Jeff van
  Steenbergen

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KERN Energy
  Partners II LP

  By: KERN Energy Partners Management Ltd.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff van
  Steenbergen

  
	
   

  	
  Name:

  	
  Jeff van
  Steenbergen

  
	
   

  	
  Title:

  	
  Director

  



 


 


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 

















 


IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed and delivered effective as of this 5 day of May, 2008.


 


	
   

  	
  Caisse de Dépôt et Placement
  du Québec

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cyrille Vittecoq

  
	
   

  	
  Name:

  	
  Cyrille Vittecoq

  
	
   

  	
  Title:

  	
  Vice-President, Investments

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Provost

  
	
   

  	
  Name:

  	
  Normand Provost

  
	
   

  	
  Title:

  	
  Executive Vice-President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Board of Trustees of the Leland Stanford Junior University

  
	
   

  	
   

  
	
   

  	
  By: Stanford Management Company, a division

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark H. Hayes, Ph.D.

  
	
   

  	
  Name:

  	
  Mark H. Hayes, Ph.D.

  
	
   

  	
  Title:

  	
  Manager, National Resource Investments

  



 


 


[SIGNATURE PAGE TO COBALT/ENESCO
GUARANTEE]


 

















 


Agreed to and accepted this 5th day of May, 2008.


 


 


	
  Cobalt International Energy, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph H. Bryant

  	
   

  
	
  Name:

  	
  Joseph H. Bryant

  	
   

  
	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ENSCO Offshore Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ramon Yi

  	
   

  
	
  Name:

  	
  Ramon Yi

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  



 


 


[SIGNATURE PAGE TO
COBALT/ENESCO GUARANTEE]


 














 


EXHIBIT A


 


	
  Name of Guarantor

  	
   

  	
  Guarantor Percentage

  	
   

  	
  Maximum Amount

  	
   

  
	
  C/R CIP

  	
   

  	
  10.67009

  	
  %

  	
  $

  	
  19,846,373.42

  	
   

  
	
  C/R ECII

  	
   

  	
  0.99659

  	
  %

  	
  $

  	
  1,853,651.38

  	
   

  
	
  RECIII

  	
   

  	
  0.48355

  	
  %

  	
  $

  	
  899,408.91

  	
   

  
	
  C/R ECP

  	
   

  	
  0.10577

  	
  %

  	
  $

  	
  196,737.63

  	
   

  
	
  C/R GEPF

  	
   

  	
  4.92967

  	
  %

  	
  $

  	
  9,169,181.40

  	
   

  
	
  CECIII

  	
   

  	
  11.98103

  	
  %

  	
  $

  	
  22,284,709.26

  	
   

  
	
  FR XI

  	
   

  	
  21.86086

  	
  %

  	
  $

  	
  40,661,198.52

  	
   

  
	
  FR Onshore

  	
   

  	
  7.30584

  	
  %

  	
  $

  	
  13,588,863.48

  	
   

  
	
  GSCP VI Onshore

  	
   

  	
  4.54935

  	
  %

  	
  $

  	
  8,461,794.68

  	
   

  
	
  GSCP VI Offshore

  	
   

  	
  3.78399

  	
  %

  	
  $

  	
  7,038,223.04

  	
   

  
	
  GSCP V Onshore

  	
   

  	
  13.73726

  	
  %

  	
  $

  	
  25,551,306.53

  	
   

  
	
  GSCP V Offshore

  	
   

  	
  7.09610

  	
  %

  	
  $

  	
  13,198,737.75

  	
   

  
	
  KERN I

  	
   

  	
  0.93905

  	
  %

  	
  $

  	
  1,746,640.84

  	
   

  
	
  KERN I US

  	
   

  	
  0.72761

  	
  %

  	
  $

  	
  1,353,346.76

  	
   

  
	
  KERN II

  	
   

  	
  1.85941

  	
  %

  	
  $

  	
  3,458,511.33

  	
   

  
	
  KERN II US

  	
   

  	
  2.30719

  	
  %

  	
  $

  	
  4,291,364.67

  	
   

  
	
  Caisse

  	
   

  	
  3.33332

  	
  %

  	
  $

  	
  6,199,975.20

  	
   

  
	
  Stanford

  	
   

  	
  3.33332

  	
  %

  	
  $

  	
  6,199,975.20

  	
   

  
	
  TOTALS

  	
   

  	
  100.0000

  	
  %

  	
  $

  	
  186,000,000.00

  	
   

  



 

















 


EXHIBIT A (CONTINUED)


 


ONE YEAR AFTER TERM COMMENCEMENT
DATE OF THE AGREEMENT, THE FOLLOWING TABLE SHALL APPLY:


 


	
  Name of Guarantor

  	
   

  	
  Guarantor Percentage

  	
   

  	
  Maximum Amount

  	
   

  
	
  C/R CIP

  	
   

  	
  10.67009

  	
  %

  	
  $

  	
  9,923,186.71

  	
   

  
	
  C/R ECII

  	
   

  	
  0.99659

  	
  %

  	
  $

  	
  926,825.69

  	
   

  
	
  RECIII

  	
   

  	
  0.48355

  	
  %

  	
  $

  	
  449,704.46

  	
   

  
	
  C/R ECP

  	
   

  	
  0.10577

  	
  %

  	
  $

  	
  98,368.82

  	
   

  
	
  C/R GEPF

  	
   

  	
  4.92967

  	
  %

  	
  $

  	
  4,584,590.70

  	
   

  
	
  CECIII

  	
   

  	
  11.98103

  	
  %

  	
  $

  	
  11,142,354.62

  	
   

  
	
  FR XI

  	
   

  	
  21.86086

  	
  %

  	
  $

  	
  20,330,599.26

  	
   

  
	
  FR Onshore

  	
   

  	
  7.30584

  	
  %

  	
  $

  	
  6,794,431.74

  	
   

  
	
  GSCP VI Onshore

  	
   

  	
  4.54935

  	
  %

  	
  $

  	
  4,230,897.34

  	
   

  
	
  GSCP VI Offshore

  	
   

  	
  3.78399

  	
  %

  	
  $

  	
  3,519,111.52

  	
   

  
	
  GSCP V Onshore

  	
   

  	
  13.73726

  	
  %

  	
  $

  	
  12,775,653.27

  	
   

  
	
  GSCP V Offshore

  	
   

  	
  7.09610

  	
  %

  	
  $

  	
  6,599,368.87

  	
   

  
	
  KERN I

  	
   

  	
  0.93905

  	
  %

  	
  $

  	
  873,320.42

  	
   

  
	
  KERN I US

  	
   

  	
  0.72761

  	
  %

  	
  $

  	
  676,673.38

  	
   

  
	
  KERN II

  	
   

  	
  1.85941

  	
  %

  	
  $

  	
  1,729,255.66

  	
   

  
	
  KERN II US

  	
   

  	
  2.30719

  	
  %

  	
  $

  	
  2,145,682.34

  	
   

  
	
  Caisse

  	
   

  	
  3.33332

  	
  %

  	
  $

  	
  3,099,987.60

  	
   

  
	
  Stanford

  	
   

  	
  3.33332

  	
  %

  	
  $

  	
  3,099,987.60

  	
   

  
	
  TOTALS

  	
   

  	
  100.0000

  	
  %

  	
  $

  	
  93,000,000.00