THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of July 15, 2002, by and between
Harken Energy Corporation, a Delaware corporation (the "Borrower"), and Lyford Investments Enterprises Ltd.,
a British Virgin Islands company (the "Lender").
R E C I T A L S:
WHEREAS, Borrower is seeking to borrow, and Lender has agreed to lend, the sum of Three Million Dollars
($3,000,000) through a term loan on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants, agreements and undertakings herein contained,
the parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:
"Affiliate" means, with respect to a specified entity or person, any other entity or person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control with, the specified
entity or person. For purposes of this definition, "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of an entity or person, whether through the
ownership of voting securities, by contract or otherwise.
"Board Change" shall mean a change in the majority of the members of Borrower's Board of Directors or a
change in the office of the Chairman of the Board of Borrower.
"Business Day" means any day on which commercial banks are not authorized or required to close in Houston,
"Cure Period" has the meaning specified in Section 8(b)(i).
"Default Option Period" has the meaning specified in Section
"Default Rate" has the meaning specified in Section 8(b)(ii).
"Default Rate Period" has the meaning specified in Section 8(b)(ii).
"Equity Financing Transaction" has the meaning specified in
"Event of Default" has the meaning specified in Section 8(a).
"GED" refers to Global Energy Development PLC, a subsidiary of Borrower.