Exhibit
4.21


 


CONFIDENTIAL
TREATMENT REQUESTED – SUBMITTED WITH CONFIDENTIAL TREATMENT REQUEST OF GEOPARK LIMITED.


 


[*] INDICATES
OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE COMMISSION.


 


SIXTH
ADDENDUM AND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF NATURAL GAS


 


THIS SIXTH
ADDENDUM AND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF NATURAL GAS (the “Sixth Amendment”) is made
effective as of May 1st, 2015, (the “Effective Date”) between:


 


GEOPARK
FELL SpA, a company duly organized and validly existing under the laws of the Republic of Chile (the “Seller”)
and METHANEX CHILE S.A., a company duly organized and validly existing under the laws of the Republic of Chile (the “Buyer”)
(and together with the Seller, the “Parties”)


 


WHEREAS:


 


		A.	Buyer and
                                         GeoPark Chile Limited Agencia en Chile, predecessor in interest to the Seller, entered
                                         into a Contract for the Sale and Purchase of Natural Gas dated as of October 27, 2009
                                         as amended by an Addendum and Amendment dated March 4, 2011, a Second Amendment dated
                                         May 23, 2011, a Third Amendment dated March 28, 2012, a Fourth Amendment dated August
                                         30, 2013, and a Fifth Amendment dated April 1, 2014, (collectively, the “Gas
                                         Supply Agreement”);



 


		B.	Seller
                                         wants to ensure the sale of at least 180.000 SCM/d of the Natural Gas available for delivery
                                         during the Winter Period 2015 (defined below) in which the Buyer’s Plant shut down
                                         because of insufficient Natural Gas;



 


		C.	Seller
                                         wants to ensure the sale of all the Natural Gas available for delivery (the “Available
                                         Gas”) for the remainder of the Term;



 


		D.	Parties
                                         also recognize that because of the development of unconventional gas by Enap in Arenal
                                         Block, it is possible that there might be insufficient Natural Gas market for the Available
                                         Gas in the region during the Winter Period 2015



 


		E.	For the
                                         Winter Period 2016, Seller will make reasonable efforts to increase the Available Gas.



 


		F.	Parties
                                         wish to keep on providing Seller with an incentive to produce and deliver additional
                                         Natural Gas from the Fell Block after the Winter Period 2015; and,



 


		G.	Parties
                                         also wish to make certain temporary amendments to the Gas Supply Agreement as set forth
                                         herein.



 




     


     


    

NOW THEREFORE,
in consideration of the promises of the Parties described herein, the receipt and sufficiency of which is hereby acknowledged,
the Parties hereby agree as follows:


 


Article 1
- Definitions and Interpretation


 


		1.1	References



 


Unless
something in the subject matter or context is inconsistent therewith, all references to Sections, Articles and Schedules are to
Sections, Articles and Schedules of this Sixth Amendment.


 


		1.2	General
                                         Definitions



 


Unless
the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meaning given to such terms
in the Gas Supply Agreement or its amendments.


 


Article 2
- AMENDMENTS to gas supply agreement


 


		2.1	Amendments
                                         to Gas Volume Commitments



 


		(a)	The Parties
                                         agree to extend the end of the Post Winter Period 2014-2015, as defined in the Fifth
                                         Amendment, until May 25, 2015, being the date the Buyer Plant was shut down because of
                                         insufficient Natural Gas availability.



 


		(b)	During
                                         the period in which the Buyer’s Plant is shutdown in 2015 because of insufficient
                                         Natural Gas availability (the “Winter Period 2015”), Parties
                                         hereby agree as follows:



 


                           
i.    Buyer
shall use reasonable efforts to buy, with priority over other Natural Gas, Seller’s Gas at a minimum average rate of 180,000
SCM/d, calculated monthly.


 


                         
ii.    If
required by ENAP, for the purpose of supplying the Natural Gas demand of cities of the Magallanes Region, Buyer shall buy, with
priority over other Natural Gas, Seller’s Gas to be re-sold to ENAP (“Re-Sold Gas”).


 


		(c)	Seller
                                         has been making reasonable efforts to deliver Natural Gas at a minimum rate of 400.000
                                         SCM/d to Buyer, for the period from the date the Buyer’s Plant restarts until April
                                         30, 2016 (“Post Winter Period 2015-2016”). The commencement date of
                                         the Post Winter Period 2015–2016 shall be the seventh (7th) day after the Buyer
                                         gives Proved Notice to the Seller specifying the date of the restart of the Buyer’s
                                         Plant.



 


		(d)	The Parties
                                         agree that the Gas Volume Commitment for the period May 1st, 2015 to April 30, 2016,
                                         is hereby deemed to be delivered in accordance with the terms and conditions of the Gas
                                         Supply Agreement, according to the amendments agreed herein.



 




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		2.2	Amendments
                                         to Take or Pay Obligations



 


For
the Post Winter Period 2015-2016, Clause 4.3(b) of the Gas Supply Agreement is hereby deleted in its entirety and the following
is substituted therefore:


 


“(b)
No Take or Pay quantity (“TOP Quantity”) shall be applicable.


 


If
Buyer’s Plant is in operation, Seller’s Gas will have first priority over any third party natural gas deliveries.”


 


		2.3	Amendment
                                         to Deliver-or-Pay Obligation



 


For
the Post Winter Period 2015-2016, Clauses 4.5 (b) and (c) of the Gas Supply Agreement are hereby deleted in their entirety and
the following is substituted therefore:


 


“(b)No
Deliver-or-Pay Quantity (“DOP Quantity”) shall be applicable.”


 


		2.4	Amendment
                                         to Gas Price



 


		(a)	Gas Price,
                                         as defined in Article 12 of the Gas Supply Agreement, shall be applicable for all volumes
                                         of Seller’s Gas that Seller tenders for delivery up to the “Base Volume”
                                         as defined below:



 


		·	For
                                         the Winter Period 2015 and Post Winter Period 2015-2016, Base Volume is an average of
                                         200,000 SCM/d, calculated monthly.



 


		·	For
                                         the period May 1, 2016 through April 30, 2017, Base Volume will be an average of 140,000
                                         SCM/d, calculated monthly.



 


		(b)	For each
                                         Month when the Buyer’s Plant is in operation, for all volumes of Seller’s
                                         Gas that Seller tenders for delivery in excess of the Base Volume (the “Additional
                                         Gas”), the Gas Price shall be increased by [*] per MMBtu. Notwithstanding the above,
                                         the Additional Gas total price shall be at least [*] per MMBtu.



 


		(c)	During
                                         the Winter Period 2015, for the Re-Sold Gas, the price payable by Buyer to Seller shall
                                         be [*] per MMBtu.



 


		2.5	Period
                                         May 1, 2016 to April 30, 2017



 


		(a)	Beginning
                                         October 1, 2015, Seller may initiate commercial negotiations with other parties (“Third
                                         Parties”) for the sale of Available Gas, if the Buyer ́s Plant is shutdown
                                         for insufficient Natural Gas availability in 2016 (“Winter Period 2016”).
                                         Seller may only sell its Available Gas to Third Parties during Buyer’s Plant shutdown
                                         in Winter Period 2016 under interruptible conditions. Without limiting the foregoing,
                                         Buyer shall always have priority to purchase all Seller’s Gas when it is operating.



 


____________________ 




Certain
confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information
has been filed on a confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.


 




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		(b)	If Buyer’s
                                         Plant is shut down because of insufficient Natural Gas in Winter Period 2016, then Seller
                                         and Buyer shall make reasonable efforts working with Enap to have a sufficient market
                                         for the Base Volume in order to help Seller maintain a continuous operation



 


		(c)	If Buyer
                                         re-sells Seller’s Gas in Winter Period 2016, then Buyer shall make reasonable efforts
                                         to obtain the best possible price, taking into account market conditions at the time.
                                         The Buyer shall pay 100% of the price obtained for Re-Sold Gas to Seller. For greater
                                         certainty, Buyer shall not bear any cost or benefit for the Re-sold gas.



 


		(d)	For greater
                                         certainty, Buyer has no obligation to buy Seller’s Gas during Winter Period 2016
                                         if Buyer’s Plant is shut down.



 


		(e)	Not less
                                         than sixty (60) Days prior to April 30, 2016, Seller shall deliver to Buyer a Gas Volume
                                         Commitment that covers the period of time from May 1, 2016 to April 30, 2017 and such
                                         Gas Volume Commitment will be deemed to meet Seller’s obligation to deliver a Gas
                                         Volume Commitment pursuant to Clause 4.2 of the Gas Supply Agreement, according to the
                                         amendments agreed herein.



 


Article 3-
INVOICING AND PAYMENTS


 


		3.1	For
                                         each month of the Winter Period 2015, Seller will invoice the Buyer for Seller’s
                                         Gas at the Gas Price according to the GSA.



 


		3.2	Buyer
                                         shall pay the Seller for the invoiced Seller’s Gas as follows:



 


		(a)	For Seller’s Gas invoiced up
                                         to an including 181,528 MMBtu on or before 30 Days after reception of the corresponding
                                         invoice; and



 


		(b)	For Seller’s Gas invoiced to
                                         the Buyer in excess of 181,528 MMBtu, on or before December 31, 2015.



 


		(c)	For Seller’s Gas invoiced outside
                                         of Winter Period 2015, Buyer shall pay according to the GSA invoice provisions.



 


Article 4-
Miscellaneous


 


		4.1	Other
                                         Terms of the Gas Supply Agreement Remain Unchanged



 


Other than
as amended by this Sixth Amendment, and for such periods as amended herein, the terms of the Gas Supply Agreement remain unchanged.


 




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IN WITNESS
WHEREOF, the Parties have caused this Fifth Amendment to be signed in their respective names effective as of the date first above
written.


 


GEOPARK
FELL SpA, a company duly organized and validly existing under the laws of the Republic of Chile


 


	By:	/s/ Pedro Aylwin
	 	Name:Pedro Aylwin
	 	Title:Legal Representative



 


 

METHANEX
CHILE S.A., a company duly organized

and validly existing under the laws of Chile


 


	By:	/s/ Juan Enrique González	 	By:	/s/ Alejandro Larrive
	 	Name:Juan Enrique González	 	 	Name:Alejandro Larrive
	 	Title:VP Latin America, General Manager	 	 	Title:



 


 


 






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