THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 20, 2011 among SOLANA RESOURCES LIMITED, as Borrower, GRAN TIERRA ENERGY INC., BNP PARIBAS, as Administrative Agent and Global Coordinator, and The Lenders Party Hereto

EXHIBIT 10.47

Execution Version

THIRD AMENDMENT

TO

CREDIT AGREEMENT

dated as of

January 20, 2011

among

SOLANA RESOURCES LIMITED,

as Borrower,

GRAN TIERRA ENERGY INC.,

BNP PARIBAS,

as Administrative Agent and Global Coordinator,

and

The Lenders Party Hereto

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of January 20, 2011, is among SOLANA RESOURCES LIMITED, a corporation duly formed and existing under the laws of the Province of Alberta, Canada (the “Borrower”); GRAN TIERRA ENERGY INC., a corporation formed and existing under the laws of the State of Nevada (the “Parent”); BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and as global coordinator; and the undersigned Lenders.

R E C I T A L S

A.           The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of July 30, 2010, as amended by that certain First Amendment to Credit Agreement dated as of August 31, 2010 and further amended by that certain Second Amendment to Credit Agreement dated as of November 5, 2010 among the Borrower, the Parent, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

B.           The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement.

C.           NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.            Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.  Unless otherwise indicated, all references to Sections in this Third Amendment refer to Sections of the Credit Agreement.

Section 2.             Amendment to Section 1.02.  The definition of “Eligible Buyers” is hereby amended and restated in its entirety to read as follows:

“Eligible Buyers” means (a) Ecopetrol S.A., (b) Petrobras Internacional Braspetro B.V., (c) Petrobras Colombia Limited, (d) each of the Persons listed on Schedule 1.02(b), (e) in the case of Colombian Hydrocarbon Properties not operated by any Credit Party, any buyer approved by the operator thereof other than an Affiliate of the Parent, and (f) any additional Persons that have been approved in writing by the Administrative Agent and the Majority Lenders, acting reasonably, at the time of the purchase of crude oil or other Hydrocarbons by such Person from any Credit Party; provided that any such Person shall cease to be an Eligible Buyer if:

(i)           any Credit Party has received any written notice or otherwise has knowledge that such Person is the subject of any bankruptcy, insolvency, reorganization, liquidation, dissolution or winding-up proceeding or action (whether voluntary or involuntary); or

(ii)           at the time any such determination is made, more than 10% of the aggregate amount of accounts due from such Person in respect of its purchase of crude oil or other Hydrocarbons from any Credit Party has at such time remained unpaid for more than 30 days (measured from the due date specified in the original invoice therefor).

Section 3.             Amendment of Schedule 1.02(c).  Schedule 1.02(c) is hereby amended and restated in its entirety to read as set forth on Schedule 1.02(c) attached hereto.

Section 4.            Conditions Precedent.  This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Effective Date”):

4.1           The Administrative Agent shall have received from the Majority Lenders, the Borrower, the Parent and the Subsidiary Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Persons.

4.2           The Administrative Agent shall have received a copy, certified by a Responsible Officer as true and complete of (a) each amendment dated December 29, 2010 to the Offtake Agreements listed as items 1 through 4 on Schedule 1.02(c) attached hereto and (b) the Offtake Agreements listed as items 6 and 7 on Schedule 1.02(c) attached hereto, in each case, in form and substance satisfactory to the Administrative Agent.

4.3           No Default shall have occurred and be continuing, after giving effect to the terms of this Third Amendment.

Section 5.             Miscellaneous.

5.1           Confirmation.  The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in full force and effect following the effectiveness of this Third Amendment.

5.2           Ratification and Affirmation; Representations and Warranties.  The Borrower and the Parent each hereby: (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment:  (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such earlier date and (ii) no Default has occurred and is continuing.

5.3           Loan Document.  This Third Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

5.4           Counterparts.  This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of this Third Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

5.5           NO ORAL AGREEMENT.  THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

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5.6           GOVERNING LAW.  THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.

BORROWER:	SOLANA RESOURCES LIMITED
	By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Chief Financial Officer
PARENT:	GRAN TIERRA ENERGY INC.
	By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Chief Financial Officer

Signature Page

Third Amendment to Credit Agreement

ADMINISTRATIVE AGENT:	BNP PARIBAS,
	as Administrative Agent and a Lender
	By:	/s/ Xxxx Xxxxxx Xxxxxxxx
	Name:	Xxxx Xxxxxx Xxxxxxxx
	Title:	Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Vice President

Signature Page

Third Amendment to Credit Agreement

RATIFICATION AND AFFIRMATION

Each of the undersigned Guarantors hereby: (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date (as defined in this Third Amendment) each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment:  (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such earlier date and (ii) no Default has occurred and is continuing.

	Executed as a DEED by:
	SOLANA PETROLEUM EXPLORATION
	(COLUMBIA) LIMITED
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director
	GRAN TIERRA EXCHANGECO INC.
	By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Chief Financial Officer
	Executed as a DEED by:
	GRAN TIERRA ENERGY INTERNATIONAL
	HOLDINGS LTD.
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director

Signature Page

Third Amendment to Credit Agreement

	GRAN TIERRA ENERGY CAYMAN
	ISLANDS INC.
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director
	ARGOSY ENERGY, LLC
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Manager
	GRAN TIERRA ENERGY COLOMBIA, LTD.
	By: Argosy Energy, LLC, the general partner of
	Gran Tierra Energy Colombia, Ltd.
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Manager

Signature Page

Third Amendment to Credit Agreement

Schedule 1.02(c)

Offtake Agreements

1)  Agreement with offer to purchase crude from Xxxxxxx and Guayuyaco, between Gran Tierra Energy Colombia, Ltd. and Ecopetrol S.A., signed December 18, 2009 effective December 19, 2009, expiring June 30, 2011, as amended on December 29, 2010.

2)  Agreement with offer to purchase crude from Chaza, between Gran Tierra Energy Colombia, Ltd. and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011,as amended on December 29, 2010.

3)  Agreement with offer to purchase crude from Guayuyaco, between Solana Petroleum Exploration (Colombia) Limited and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011, as amended on December 29, 2010.

4)  Agreement with offer to purchase crude from Chaza, between Solana Petroleum Exploration (Colombia) Limited and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011, as amended on December 29, 2010.

5)  Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract, between Petrobras Internacional Braspetro B.V. and Gran Tierra Energy Colombia, Ltd., effective October 1, 2010, expiring October 1, 2011.

6) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P contract, between Petrobras Internacional Braspetro B.V  and Solana Petroleum, Exploration (Colombia) Limited, dated December 29, 2010 and effective January 14, 2011 (it being understood that such agreement shall become effective on or after the date thereof) expiring 1 August, 2011.

7) Agreement for the Purchase and Sale of Crude Petroleum under the Xxxxxxx E&P contract, between Petrobras Colombia Limited and Solana Petroleum, Exploration (Colombia) Limited, dated December 29, 2010 and effective January 14, 2011 (it being understood that such agreement shall become effective on or after the date thereof) expiring 1 August, 2011.

Schedule 1.02(c)