THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 25, 2021, among GeoPark Limited (the “Issuer”), an exempted company incorporated under the laws of Bermuda and The Bank of New York Mellon, as Trustee, Registrar, Paying Agent and Transfer Agent (“Trustee) and GeoPark Colombia SAS a simplified stock company (sociedad por acciones simplificada) incorporated under the laws of Colombia as a succesor Guarantor (the “Undersigned”).
RECITALS
WHEREAS, the Issuer and the Trustee entered into the Indenture, dated as of January 17, 2020 (as amended, modified and/or supplemented from time to time the “Indenture”), relating to the Issuer’s 5.500% Senior Notes due 2027 (the “Notes”);
WHEREAS, GeoPark Colombia S.L.U. has merged into the Undersigned as of the date hereof (the “Merger”);
WHEREAS, immediately after giving effect to the Merger, no Default under the Indenture or the Note Guarantee has occurred or is continuing;
WHEREAS, pursuant to Section 5.02, the Undersigned agrees to assume all of the obligations of GeoPark Colombia S.L.U. under the Indenture and the Note Guarantee; and
WHEREAS, pursuant to Sections 5.02 and 9.01 of the Indenture, the Trustee and the Issuer, are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
The Undersigned, by its execution of this Supplemental Indenture, hereby agrees to become a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Supplemental Indenture, the Indenture, the Notes, any Note Guarantee or the transactions contemplated by this Supplemental Indenture, the Indenture or the Notes.
This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
