Common use of FACTUAL STATEMENT Clause in Contracts

FACTUAL STATEMENT. 2H Offshore’s seven apparent violations of the CACR involved misconduct by a former 2H Offshore Engineering Ltd. Global Director (the “Global Director”) whose oversight responsibilities included 2H KL, and 2H KL’s Technical Director (the “Technical Director”) who had oversight of the day-to-day operations of 2H KL. 2H KL’s work for Petronas involved the drafting of reports, and the Technical Director presenting a workshop in Cuba in regard to Petronas’ drilling of the Catoche-1 oil well in Cuban territorial waters. Petronas and Repsol were jointly operating the Scarabeo 9 Frigstad D90 semi- submersible drilling rig. 2H KL’s work for Repsol involved the issuance of reports in regard to Repsol’s drilling of the Jaguey-1, Yari-1, and Tayno-1 oil ▇▇▇▇▇ in Cuban territorial waters. On November 13, 2008, the Technical Director asked the Global Director for guidance regarding a prior email he received from 2H Brazil’s director about the Catoche-1 oil well drilling project in Cuban waters that advised against engaging in any business involving Cuba because 2H Offshore was an American-owned company. The Global Director responded by forwarding an October 2007 memorandum from Acteon that specifically prohibited work or trade in Cuba even through third countries with the added statement that he did not want to turn away work from Petronas for a reason he was not sympathetic to. The Global Director advised finding a way around Acteon’s prohibition on any work involving Cuba. On the same day, the Global Director emailed 2H Offshore’s then-Managing Director and who advised that approval should be sought from Acteon’s then-Group Finance Director (the “Finance Director”). The Global Director contacted the Finance Director the next day asking for approval to work on Petronas’ project for Repsol. The ensuing conversation clearly stated the drilling activity would be conducted in Cuba. The Finance Director later responded to the Global Director and 2H Offshore’s Managing Director and stated Acteon’s prior U.S. person investor-parent had approved the work on the basis of the information provided by the Global Director with the conditions the report be marked confidential and not provided to anyone else.