DEVELOPMENT FINANCE AGREEMENT

RIO NEGRO PROJECT

THIS DEVELOPMENT FINANCE AGREEMENT (this "Agreement") is made as of the 12th day of October, 1995, by and between HARKEN ENERGY CORPORATION, a Delaware corporation (herein called "Owner"), and Arbco Associates L. P., Offense Group Associates L. P., Kayne, Anderson Nontraditional Investments L. P. and Opportunity Associates L. P., (herein collectively called "Investors"). Inconsideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I 
Definitions and References

Section 1.1. Defined Terms. As used in this Agreement, each of the following terms has the meaning given it in this Section 1.1 or in the sections or subsections referred to below:

"Account" shall have the meaning assigned to it in Section 3.2.

"Advances" shall have the meaning assigned to it in Section 2.1.

"Affiliate" shall mean any person directly or indirectly controlling, controlled by or under common control with Owner and/or Harken Colombia, with the concept of control in such context meaning the possession of the power to direct or cause the direction of the management and policies of another, through the ownership of voting securities, by contract or otherwise.

"Agreed Rate" shall mean a rate per annum which is equal to the lesser of (a) a rate which is three percent (3%) above the prime rate of interest of First Interstate Bank of Texas, N. A., as announced or published by such bank from time to time or a similar rate of interest if a prime rate is not announced or published by such bank (adjusted from time to time to reflect any changes in such rate determined hereunder), or (b) the maximum rate from time to time permitted by applicable law.

"Association Contract" shall mean that certain Bocachica Association Contract executed January 6, 1994, between Ecopetrol and Harken Colombia, together with the operating agreement attached thereto and all modifications, amendments and/or supplements heretofore or hereafter made in accordance with Section 7.13 with respect to such Association Contract or operating agreement.

"Business Day" shall mean any day other than a Saturday, a Sunday or a day in which banks in the State of Texas or California are closed.

"Certificate of Designations" shall mean the Certificate of Designations of the Series D Preferred Stock (par value$1.00 per share) of Owner attached hereto as Exhibit A.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder as in effect on the date hereof.

"Commitment" shall have the meaning assigned to it in Section 2.1.

"Commitment Period" shall mean the 27-month period from and including the date hereof; provided, that if Owner has not drilled two wells on the Subject Interests within such 27-month period, the Commitment Period shall be extended until a date which is 90 days after the date on which two wells have been drilled on the Subject Interests.

"Conversion" shall mean the conversion of all or part of the Rio Negro NPI into Preferred Shares pursuant to Investors' Option as provided for in Article IV, pursuant to Investors' Second Option and/or Owner's Option as provided for in Article V, or pursuant to Article VI.

"Designated Percentage" shall mean the percentage set forth opposite each Investor's name on Annex 1 hereto, subject to reduction upon Conversion as provided for in Section 4.4 or Section 5.5.

"Ecopetrol" shall mean Empresa Colombiana de Petroleos, an industrial and commercial company owned by the Republic of Colombia.

"Effective Date" shall mean the date of this Agreement.

"Environmental Laws" shall have the meaning assigned to it in Section 7.20.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

详细内容见附件