SHAREHOLDERS’ AGREEMENT by and among GeoPark Chile S.A. GeoPark Chile Limited Agencia en Chile and LG International Corp.Shareholders’ Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of May 20, 2011 and is by and among (1) GeoPark Chile S.A. a sociedad anónima organized under the laws of Chile (the “Company”), (2) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (“Agencia” or the “GeoPark Shareholder”), and (3) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (the “LGI Shareholder”, and together with the GeoPark Shareholder, the “Shareholders” and together with the GeoPark Shareholder and the Company, the “Parties”).
AGENCIA NACIONAL DE HIDROCARBUROS HYDROCARBON EXPLORATION AND PRODUCTION CONTRACTGeoPark LTD • September 9th, 2013 • Crude petroleum & natural gas
The contracting Parties: for one party, the Agencia Nacional de Hidrocarburos (National Hydrocarbons Agency), hereinafter THE ANH, a special administrative unit attached to the Ministry of Mines and Energy, created by virtue of Decree Law 1760 of June 26, 2003, with principal domicile in Bogota, D.C., represented by JOSE ARMANDO ZAMORA REYES, of legal age, identified with citizenship card No. 19.303.017 issued in Bogota, domiciled in Bogota, D.C., who states: 1. That in his capacity as General Director of THE ANH, he acts in representation of this Agency. 2. That by virtue of Resolution 188 of July 5, 2007 of THE ANH, Special Bidding Process 01 of 2007 —a public request for proposals for the awarding of Blocks in the areas known as Alea, Altair, Altamira, Jagüeyes, La Cuerva, Mantecal, Sierra and La Maye — was opened. 3. That after said Process was initiated, the Directive Council authorized the General Director to execute this Contract, as evidenced by Minutes No. 02 of February 5, 20
RECORD No. 3.974/2005 AMENDMENT AND RESTATED SPECIAL OPERATION CONTRACT FOR THE EXPLORATION AND EXPLOITATION OF HYDROCARBON FIELDS FELL BLOCK AREA TWELFTH REGION OF MAGALLANES AND CHILEAN ANTACTICA TERRITORY GOVERNMENT OF CHILE AND GEOPARK CHILE LIMITEDSpecial Operation • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas
In the city of Santiago, Republic of Chile, on this seventeenth day of May two thousand and five, before me, FERNANDO ALZATE CLARO, lawyer, deputy notary public to ANTONIETA MENDOZA ESCALAS, Lawyer and Notary Public in charge of the Sixteenth Notary Office and Mines Custody Department of Santiago, domiciled at San Sebastián two thousand seven hundred and fifty, Las Condes, Santiago, appear: Mr. ALFONSO DULANTO RENCORET, Chilean, married, industrial civil engineer, holder of
AGENCIA NACIONAL DE HIDROCARBUROS/ NATIONAL HYDROCARBON AGENCYGeoPark LTD • September 9th, 2013 • Crude petroleum & natural gas
Agencia Nacional de Hidrocarburos hereinafter referred to as ANH, a special administrative unit accountable the Ministry of Mines and Energy, created under Decree Law 1760 of June 26, 2003, having its principal place of business in Bogotá, D.C., represented by ARMANDO ZAMORA REYES, of legal age, bearer of Citizenship Card No. 19.303.017 issued in Bogotá, D.C., domiciled in Bogotá, D.C. and who states:
GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE as Issuer GEOPARK LATIN AMERICA LIMITED as Intervening and Consenting Party GEOPARK HOLDINGS LIMITED as Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Registrar, Paying Agent, Transfer Agent...Indenture • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
INDENTURE, dated as of February 11, 2013, among GeoPark Latin America Limited Agencia en Chile (the “Company”), an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda, as Issuer, GeoPark Latin America Limited, as intervening and consenting party, the Guarantor party hereto, Deutsche Bank Trust Company Americas, as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent, and Deutsche Bank Luxembourg S.A., as European Paying Agent, Registrar and Transfer Agent.
QUOTA PURCHASE AGREEMENT By and between PANORO ENERGY DO BRASIL LTDA. as the Seller and GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA. as the Buyer and, as Guarantors PANORO ENERGY ASA and GEOPARK HOLDINGS LTD. Dated May 14, 2013Quota Purchase Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas
This Quota Purchase Agreement (this “Agreement”) is dated May 14, 2013, by and between PANORO ENERGY DO BRASIL LTDA., a sociedade limitada incorporated in accordance with the laws of the Federative Republic of Brazil, registered under the CNPJ under No. 07.467.619/0001-50 (the “Seller”) and GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA., a sociedade limitada incorporated in accordance with the laws of the Federative Republic of Brazil registered under the CNPJ/MF under nr. 17.572.061/0001-26 (the “Buyer”), and, as guarantors (as per Section 13.16) PANORO ENERGY ASA, a company incorporated in accordance with the laws of the Kingdom of Norway, registered in Norway under registered organization number 994 051 067 (“PANORO ASA”) and GEOPARK HOLDINGS LTD., a company incorporated in accordance with the laws of the Bermuda (“GHL”) (“Guarantors”). Each of the Buyer and the Seller is sometimes referred to herein as a “Party” and collectively as the “Parties”.
SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
This SUBORDINATED LOAN AGREEMENT (this “Agreement”) is dated as of December 18, 2012 and is by and between (1) LG International Corp., a company organized under the laws of Korea (the “Lender”), and (2) Winchester Oil & Gas S.A., a Panamanian corporation (the “Borrower”).
SHAREHOLDERS’ AGREEMENT by and among GeoPark TdF S.A. GeoPark Chile S.A. and LG International Corp.Shareholders’ Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 4, 2011 and is by and among (1) GeoPark TdF S.A. a sociedad anónima organized under the laws of Chile (the “Company”), (2) GeoPark Chile S.A. a sociedad anónima organized under the laws of Chile (“GCS”), and (3) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (the “LGI Shareholder”, and together with GCS, the “Shareholders” and together with the Company, the “Parties”).
AGREEMENT FOR THE SUBSCRIPTION OF SHARES by and among GeoPark Chile S.A. GeoPark Holdings Limited GeoPark Chile Limited Agencia en Chile and LG International Corp.Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
This AGREEMENT FOR THE SUBSCRIPTION OF SHARES (this “Agreement”) is dated as of May 20, 2011 and is by and between (1) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (the “Existing Shareholder”), (2) GeoPark Chile S.A. a company organized under the laws of Chile (the “Company”), (3) GeoPark Holdings Limited, a company organized in Bermuda with a registered address at Milner House, 18 Parliament Street, Hamilton MH12, Bermuda (“GeoPark” or “Guarantor” and together with the Existing Shareholder, the “Warrantors”), and (4) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (“Investor”, and together with Warrantors and the Company, the “Parties”).
AGREEMENT FOR THE SUBSCRIPTION OF SHARES BY AND AMONG GEOPARK HOLDINGS LIMITED, as the Guarantor, GEOPARK CHILE LIMITED AGENCIA EN CHILE, as the Existing Shareholder, GEOPARK COLOMBIA S.A., as the Company, AND LG INTERNATIONAL CORP. as the Investor,...Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
SHARE SUBSCRIPTION AGREEMENT GEOPARK TdF S.A.Share Subscription Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas
In Santiago, Chile, this 18th day of October of 2011, between GEOPARK TdF S.A., a closed corporation, taxpayer identification number 76.152.985-4, represented by Mr. Pedro Aylwin Chiorrini, identification card number 8.303.420-3, both domiciled for these purposes in this city, on Nuestra Señora del los Ángeles number 179, district of Las Condes, as one of the parties, hereinafter and indistinctly also referred to as the “Company”; and as the other party, LG INTERNATIONAL CORP., a company organized under the laws of the Republic of Korea, taxpayer identification number 59.169.870-2, represented by Mr. Ricardo Peña Vial, identification card number 7.033.810-6, both domiciled for these purposes on El Bosque Avenue number 130, suite 12, district of Las Condes, hereinafter and indistinctly also referred to as the “Subscriber”, the following share subscription contract has been agreed upon:
PURCHASE AND SALE CONTRACT FOR CRUDE OIL AND CONDENSATE OF FELL BLOCK BETWEEN EMPRESA NACIONAL DEL PETRÓLEO AND GEOPARK FELL SpAPurchase and Sale Contract • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas
In Santiago, Chile, on March 1st, 2012, before me appear for one party, Mr. Rodrigo Álvarez Zenteno, Chilean, married, Lawyer, holder of identity card number 8.283.139-9 acting in his capacity as Minister of Energy, whose appointment is evidenced under Executive Order No. 593 issued on July 22nd, 2011 by the Minister of Internal Affairs (the appointment document is not attached hereto since it is known by the Parties) and who appears on behalf of the GOVERNMENT OF CHILE (hereinafter, the “GOVERNMENT”), both domiciled at Avenida Libertador Bernardo O’Higgins 1449, Edificio Santiago Downtown, Torre 2, Piso 13, Santiago; Mr. Salvador Harambour Palma, Chilean, Geologist, holder of identity card number 6.956.448-8, in his capacity as Director in Chile, and Mr. Christian Eduardo Muñoz Becerra, Chilean, Auditing Accountant, holder of identity card number 8.640.515-6, in his capacity as Administrative Manager, representing GEOPARK FELL SpA, a company engaged in the exploration and exploitation
Subscription and Shareholders Agreement between GEOPARK HOLDINGS LIMITED, as the Company GERALD O’SHAUGHNESSY AND JAMES F. PARK as the Lead Investors and INTERNATIONAL FINANCE CORPORATION Dated February 7, 2006Subscription and Shareholders Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • England
PURCHASE AND SALE AGREEMENT BY AND BETWEEN HUPECOL CUERVA HOLDINGS LLC AS SELLER AND GEOPARK LLANOS S.A.S. AS PURCHASER Dated March 26, 2012Purchase and Sale Agreement • September 9th, 2013 • GeoPark LTD • Crude petroleum & natural gas • New York
This Purchase and Sale Agreement (this “Agreement”) dated March 26, 2012 (the “Execution Date”), is by and between Hupecol Cuerva Holdings LLC, a limited liability company organized under the Laws of the state of Delaware, United States of America (the “Seller”), and GeoPark Llanos S.A.S., a Colombian corporation (sociedad por acciones simplificada) (the “Purchaser”). Seller and Purchaser are sometimes referred to collectively as the “Parties” and individually as a “Party.”
