Exhibit 4.22












1st ADDENDUM TO THE INTERNATIONAL LOAN CONTRACT


No. 20140314


Ref. 20140314/1


 


By the present private instrument and within the law, the parties, on one side, ITAÚ BBA INTERNATIONAL PLC, enrolled in C.N.P.J./M.F. [National Registry of Corporate Taxpayers/Finance Ministry] under No. not applicable (hereinafter simply designated “ITAÚ” or “CREDITOR”), and on the other side, GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA, with headquarters at Praia de Botafogo, No. 228, Room 801, A Wing, Botafogo, Postal Code 22.2250-906, in the City of RIO DE JANEIRO, State of Rio de Janeiro, enrolled in C.N.P.J./M.F. under No. 17.572.061./0001-26 (hereinafter simply designated “DEBTOR”):







WHEREAS on 14 March 2014, the CREDITOR and the DEBTOR signed International Loan Contract No. 20140314, through which the CREDITOR made a loan to the DEBTOR in the total amount of US$ 70,450,000.00 (seventy million four hundred fifty thousand United States dollars), with expiration on 28 March 2019 (“Date for Payment of Original Principal”) (hereinafter simply designated “CONTRACT”);







WHEREAS the DEBTOR wishes to change some conditions of the CONTRACT, and has already obtained all the approvals that may prove necessary;







[NOW, THEREFORE,] THE PARTIES RESOLVE to enter into this 1st Addendum to International Loan Contract No. 20140314 Ref. 20140314/1 (the “Addendum”), that will be governed by the following clauses and conditions:







The acronyms used in this Addendum and not defined here will have the meanings given in the CONTRACT.







CLAUSE 1. Changes







1.1     The parties agree that from 30 March 2015 the Payment Schedule contained in Attachment I, 30 March 2014, will be changed to accommodate renegotiation of the payment period for principal and interest by the DEBTOR. The Payment Schedule referred to will have the following wording from 30 March 2014:













	
INSTRUMENT: 20140314


AUTHENTICATION (SIM-II): F3FC2B5D-7561-403B-A600-27BE88D0839B


IBBAI_4131_CTO_ADD_PERIOD/RATE/EARLYREPAYMENT


/CLOSE-OUTNETTING_GEOPARKBRASIL_ID113158

	
Page 1 of 4





[GEOPARK LEGAL DEPARTMENT]









  





  











  






 


“ATTACHMENT I


TO THE


REQUEST FOR DISBURSEMENT







PAYMENT SCHEDULE


 


The Date(s) for Payment of the Principal will be the following:


 




	
Date for Payment of Principal:

	
Installment of Principal Owed:


	  	  
	
28 March 2016


28 September 2016


28 March 2017


28 September 2017


28 March 2018


28 September 2018


28 March 2019

	
USD 10,064,285.71


USD 10,064,285.71


USD 10,064,285.71


USD 10,064,285.71


USD 10,064,285.72


USD 10,064,285.72


USD 10,064,285.72


	  	  
	  	  












The Date(s) for Payment of the Interest will be the following:


 


25 September 2014


28 March 2015


28 March 2016


28 September 2016


28 March 2017


28 September 2017


28 March 2018


28 September 2018


28 March 2019”


 


1.2   The parties have decided to change the Interest Rate provided in the CONTRACT. Thus, item 5.2.1 of the Request for Disbursement will come into force as of 30 March 2015 in the following form:


“(...)


5.2.1. Margin: 4.00% p.a. (Four percent per year).[”]







1.3 Further, the parties have decided to change the Additional Remuneration provided by the CONTRACT. Therefore, Table IV, line b item 3 will enter into force 30 March








	
INSTRUMENT: 20140314


AUTHENTICATION (SIM-II): F3FC2B5D-7561-403B-A600-27BE88D0839B


IBBAI_4131_CTO_ADD_PERIOD/RATE/EARLYREPAYMENT


/CLOSE-OUTNETTING_GEOPARKBRASIL_ID113158

	
Page 2 of 4





[GEOPARK LEGAL DEPARTMENT]









  





  











  








 


2015, in the following form:







“(...)







3. Additional Remuneration:







0.80% (zero point eight percent) of the Value of the Line of Credit, being 0.50% (zero point five percent) already paid on the Day of Disbursement and 0.30% (zero point three percent) payable on 30 March 2015”







1.4 Finally, the parties have decided to change Clause 12 “Close-Out Netting” of the CONTRACT to include lines (s) and (t). Thus, from the present date, the wording of the Clause in question will enter into force as follows:







“(...)







(s) if within a period of 120 (one hundred twenty) days from 30 March 2015, there has been no fiduciary assignment of credit rights originating from the Manatí Field Natural Gas Sales Contract, entered into by Petrobrás Brasileiros S.A - Petrobrás, Manatí S.A and Rio Das Contas Produtora de Petróleo Ltda. 17 April 2007 (“Sales Contract”), as well as from the Addendum Agreements to the already signed Sales Contract and that may come to be signed later in terms that are satisfactory to the CREDITOR; or







(t) if the Private Instrument Linking Credit Rights Originating from the Manatí Field Natural Gas Sales Contract, entered into by Petrobrás Brasileiros S.A - Petrobrás, Manatí S.A and Rio Das Contas Produtora de Petróleo Ltda. 17 April 2007 (“Sales Contract”), as well as the Addendum Agreements to the already signed Sales Contract and that may later come to be signed up to 30 March 2015 are not constituted in terms that are satisfactory to the CREDITOR. If by virtue of noncompliance with this item, the CREDITOR, at its sole discretion, does not exercise its prerogative to call the debt stemming from the CONTRACT, the constant Margin of item 5.2.1 of the Disbursement Request will rise to 5% (five percent) per year from 30 March 2015.”







CLAUSE 2. Ratification – Changes made to the CONTRACT by this Addendum do not imply renewal; therefore, all the obligations, clauses, terms and conditions provided in the CONTRACT and not expressly changed by this Addendum remain valid and in force. The described GUARANTORS sign the present Addendum, agreeing with all its terms and conditions, and ratifying all the obligations they assumed in the CONTRACT.













	
INSTRUMENT: 20140314


AUTHENTICATION (SIM-II): F3FC2B5D-7561-403B-A600-27BE88D0839B


IBBAI_4131_CTO_ADD_PERIOD/RATE/EARLYREPAYMENT


/CLOSE-OUTNETTING_GEOPARKBRASIL_ID113158

	
Page 3 of 4





[GEOPARK LEGAL DEPARTMENT]









  





  











  






 


CLAUSE 3. Forum of choice – The Forum of the Judicial District of the Capital of the State of São Paulo is selected to settle any questions arising from or based on this Contract and its guarantees, the CREDITOR being able, however, to choose a forum of the DEBTOR’s headquarters and/or the address/residence of the GUARANTORS, excluding any other, however more favorable it may be.


 


The Parties sign the present Addendum in as many identical copies as there are signatures to this Addendum, for the same purpose and in the presence of the witnesses below.


 


São Paulo, 12 March 2015.







 



	
DEBTOR: GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA.


	 
	
By:

	  	 	
By:

	

/s/ Dimas Ferreira da Silva Coelho




	
Name:

	 	
Name: Dimas Ferreira da Silva Coelho


CPF: 667.269.807-87


Administrator


	 	 	 
	
CREDITOR: ITAÚ BBA INTERNATIONAL PLC


	 
	
By:

	

/s/ Evelin Manente de Morais Vera



	 	
By:

	

/s/ JuvenCal Marçal Ferriera Neto




	
Name: Evelin Manente de Morais Vera


CPF: 177.350.288-30


RG: 24.452.174-8

	 	
Name: Juvenal Marçal Ferriera Neto


CPF: 274.186.358-00


RG: 22.354.459-0


	 	 	 
	
WITNESSES:


	 
	
1)

	

/s/ Anthony C. D’Avila



	 	
2)

	  
	
Name: Anthony C. D’Avila


CPF/MF: 052.551.297-71

	 	
Name:


CPF/MF:


















	
INSTRUMENT: 20140314


AUTHENTICATION (SIM-II): F3FC2B5D-7561-403B-A600-27BE88D0839B


IBBAI_4131_CTO_ADD_PERIOD/RATE/EARLYREPAYMENT


/CLOSE-OUTNETTING_GEOPARKBRASIL_ID113158

	
Page 4 of 4





[GEOPARK LEGAL DEPARTMENT]