EX-4.1






THIRD AMENDMENT TO THIRD AMENDED AND RESTATED

RIGHTS AGREEMENT




This Third Amendment to Third Amended and Restated Rights Agreement (the “Amendment”) by
and between Harvest Natural Resources, Inc., a Delaware corporation (the “Company”), and Wells
Fargo Bank, N.A., a California corporation (the “Rights Agent”), is made and entered into as of
April 24, 2015.



RECITALS




WHEREAS, the Company and the Rights Agent are parties to the Third Amended and Restated Rights
Agreement, dated as of August 23, 2007, as amended by the Amendment to Third Amended and Restated
Rights Agreement, dated as of October 28, 2010, and by the Second Amendment to Third Amended and
Restated Rights Agreement, dated as of February 1, 2013 (as so amended, restated and further
amended, the “Rights Agreement”); and



WHEREAS, the Company wishes to amend the Rights Agreement to (i) change the Final Expiration
Date from April 28, 2015 to April 28, 2018 and (ii) change the Purchase Price from $60.00 per one
one-hundredth of a Preferred Share to $4.00 per one one-hundredth of a Preferred Share.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereto hereby agree as follows:



1. Section 7(a) of the Rights Agreement.



Section 7(a) of the Rights Agreement is hereby amended and restated to provide in its entirety
as follows:



“(a) Subject to the provisions of Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate,
with the form of Election to Purchase on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together with payment of the
Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or
other securities or property) as to which the Rights are exercised, at or prior to the earliest of
(i) the close of business on April 28, 2018 (the “Final Expiration Date”), (ii) the date on which
the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the
consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the
Rights are exchanged as provided in Section 24 hereof (such earliest time being herein referred to
as the “Expiration Date”).”



2. Section 7(b) of the Rights Agreement.



Section 7(b) of the Rights Agreement is hereby amended and restated to provide in its entirety
as follows:



“(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the
exercise of a Right shall be $4.00, shall be subject to adjustment from time to time as provided in
Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.”



3. Other Terms of the Rights Agreement. Except as otherwise provided in this Amendment, all
other terms of the Rights Agreement shall remain in full force and effect. All references in the
Rights Agreement to “this Agreement” shall be read as references to the Rights Agreement, as
amended by this Amendment, but references to the date of the Rights Agreement shall remain
references to August 23, 2007.



4. Counterparts. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof each signed by less than all, but together signed by all of the
parties hereto.



5. Choice of Law. The parties intend that the laws of the State of Delaware shall govern the
validity of this Amendment, the construction of its terms and the interpretation of the rights and
duties of the parties hereto, without regard to conflict of laws provisions.



IN WITNESS WHEREOF, the parties have executed this Amendment as of April 24, 2015.



	 	 	 
	 	 	Harvest Natural Resources, Inc.

	Attest:
	 	


	By: /s/ Keith L. Head
	 	By: /s/ James A. Edmiston

	Name: Keith L. Head
	 	Name: James A. Edmiston

	Title: Vice President and General Counsel
	 	Title: President and Chief Executive

Officer

	 	 	Wells Fargo Bank, N.A.

	Attest:
	 	


	By: /s/ Chad Fitzgerald
	 	By: /s/ Darcie Rummel

	Name: Chad Fitzgerald
	 	Name: Darcie Rummel

	Title: Officer
	 	Title: Officer