EXECUTION VERSION August 24, 2009
Exhibit
10.10
EXECUTION
VERSION
August
24, 2009
Standard
Bank Plc
c/o
Standard
Americas,
Inc. 000
Xxxx
Xxxxxx, 00xx
Xxxxx Xxx
Xxxx,
XX
00000
Ladies
and Gentlemen:
1.
Reference is made to that certain Amended and Restated Credit Agreement, dated
as of the date hereof (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Amended and Restated Credit
Agreement”; capitalized terms used but not defined herein have the
meanings assigned to such terms therein), made by and among (1) Gran Tierra
Energy Cayman Islands Inc., an exempted company organized under the laws of the
Cayman Islands (the “New Borrower”), (2)
Gran Tierra Energy Colombia, Ltd., a limited partnership organized under the
laws of the State of Utah (the “Partnership”), (3)
Argosy Energy, LLC, a limited liability company organized under the laws of the
State of Delaware (the “GP”), (4) Solana
Petroleum Exploration (Colombia) Limited, an exempted company organized under
the laws of the Cayman Islands, (5) Solana Resources Limited, a limited company
organized under the laws of the Province of Alberta, Canada, (6) each of the
lenders party thereto from time to time and (7) Standard Bank Plc as
letter of credit issuer, arranger and as administrative agent for the Secured
Parties (in such capacity, together with its successors in such capacity, the
“Administrative
Agent”).
2.
Reference is also made to:
(a) the
GP Pledge Agreement, dated as of January 1, 2009 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “GP Pledge
Agreement”), by GTE Colombia Holdings LLC, a Delaware limited liability
company (“GTE
Colombia”), in favor of the Administrative Agent;
(b) the
Partnership Pledge Agreement, dated as of January 1, 2009 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Partnership Pledge
Agreement”), by GTE Colombia and the GP in favor of the Administrative
Agent;
(c) the
Collection Account Pledge Agreement, dated as of February 22, 2007 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Account Pledge
Agreement”), by the Partnership in favor of the Administrative
Agent;
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(d) the
Blocked Account Control Agreement, dated as of February 22, 2007 (as amended,
amended and restated, supplemented or otherwise modified from time to time,
the “Account Control
Agreement”), by and among the Partnership, the Administrative Agent and
JPMorgan Chase Bank; and
(e) the
First Priority Open Pledge Agreement Over Credit Rights Derived From a Crude Oil
Commercial Sales Agreement, dated as of February 22, 2007 (the “Receivables Pledge
Agreement” and, together with the GP Pledge Agreement, the Partnership
Pledge Agreement, the Account Pledge Agreement and the Account Control
Agreement, the “Pledge
Agreements”), by the Partnership in favor of the Administrative
Agent.
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3.
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In
connection with that certain Credit Agreement, dated as of February 22,
2007 (as amended by Amendment No. 1 to Credit Agreement, dated as of
January 1, 2009, the “Original Credit
Agreement”), by and among Gran Tierra Energy Inc., a Nevada
corporation (the “Original
Borrower”), the Partnership, the GP, the lenders party thereto and
the Administrative Agent, liens in respect of certain collateral assets
were granted in favor of the Administrative Agent pursuant to the Pledge
Agreements.
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4.
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On
the date hereof, the Original Credit Agreement has been amended, restated
and replaced by the Amended and Restated Credit Agreement, with the
intention of transferring all rights and obligations of the Original
Borrower under the Original Credit Agreement and the other Loan Documents
(as defined in the Original Credit Agreement) to the New
Borrower.
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5.
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Each
of the Partnership, the GP and GTE Colombia hereby acknowledges, agrees
and confirms that, notwithstanding the amendment, restatement and
replacement of the Original Credit Agreement pursuant to the terms of the
Amended and Restated Credit Agreement, and notwithstanding the replacement
of the Old Borrower with the New
Borrower:
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(a)
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each
Pledge Agreement to which it is party will continue to constitute its
legal, valid and binding obligation, enforceable against it in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors’ rights and
the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law);
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(b)
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the
liens granted pursuant to each Pledge Agreement to which it is party
remain valid and perfected liens in favor of the Administrative Agent for
the ratable benefit of the Secured Parties and will continue to serve as
collateral security for the payment in full of the secured obligations
described therein;
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(c)
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it
will, upon notice to such effect from the Administrative Agent, promptly
execute and deliver such further instruments and agreements and perform
such further acts as may be requested by the Administrative Agent to
maintain the enforceability, validity, perfection and/or priority of the
liens created pursuant to the Pledge Agreements, to enable the
Administrative Agent to exercise and enforce its rights under the Pledge
Agreements or to otherwise give effect to the matters set forth in this
letter agreement; and
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(d) it
will not, directly or indirectly, initiate, prosecute or participate in any
claim, action or other proceeding challenging the enforceability, validity,
perfection or priority of the liens created pursuant to the Pledge Agreements,
or any other liens or guarantees in respect of the obligations of the Obligors
granted pursuant to any other Loan Document.
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1.
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Nothing
herein shall be deemed to be, nor construed as, an amendment to or an
agreement to amend any of the provisions of the Amended and Restated
Credit Agreement, any Pledge Agreement or any other Loan Document, all of
which shall continue to remain in full force and effect and be unaffected
hereby.
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2.
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This
letter is a Loan Document and shall be governed by and construed in
accordance with the laws of the State of New York. This letter
may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page of this letter by electronic
transmission will be effective as delivery of a manually executed
counterpart hereof.
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[Remainder of page left blank
intentionally]
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If the foregoing correctly sets forth
our understanding, please indicate your acceptance of the terms hereof by
returning to us an executed counterpart hereof, whereupon this letter shall
become a binding agreement among us.
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Sincerely,
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GRAN
TIERRA ENERGY COLOMIBA, LTD.,
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By: Argosy
Energy, LLC, its General Partner
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By:
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/s/ Xxxxx Xxxxx Dyes
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Name: Xxxxx
Xxxxx Dyes
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Title:
Manager
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ARGOSY
ENERGY, LLC
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By:
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/s/ Xxxxx Xxxxx Dyes
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Name: Xxxxx
Xxxxx Dyes
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Title:
Manager
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GTE
COLOMBIA HOLDINGS LLC
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By: Gran
Tierra Cayman Islands Inc., the General Manager and the manager of Series
1, Series 2, Series 3, Series 4, Series 5, Series 6, Series 7, Series 8
and Series 9 of GTE Colombia Holdings LLC
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By:
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/s/ Xxxxxx Xxxx
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Name: Xxxxxx
Xxxx
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Title:
Director
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GRAN
TIERRA ENERGY CAYMAN ISLANDS INC.
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By:
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/s/ Xxxxxx Xxxx
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Name: Xxxxxx
Xxxx
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Title:
Director
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The
undersigned parties acknowledge, agree to and accept the terms of the letter as
of the date hereof:
STANDARD
BANK PLC, as majority Bank and Administrative Agent
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name:
Xxxxxx Xxxxxxxx
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Title:
Director
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By:
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/s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx
X. Xxxxxx
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Title:
Global Head of Oil & Gas,
Renewables
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