RELEASE OF SHARE PLEDGE AGREEMENT
Exhibit
10.11
EXECUTION
VERSION
This
RELEASE OF SHARE PLEDGE AGREEMENT, dated as of August 24, 2009 (the "Release"), is among GRAN
TIERRA ENERGY INC., a Nevada corporation (Registered No. C13734-2003) (the
"Pledgor"), and STANDARD
BANK PLC, as administrative agent under the Credit Agreement (as hereinafter
defined) acting for and on behalf of the Secured Parties (as defined in the
Credit Agreement) (in such capacity, the "Pledgee");
WHEREAS,
the Pledgor is the direct and beneficial owner of all of the issued and
outstanding shares of 1203647 ALBERTA INC., a corporation organized under the
laws of the Province of Alberta (Corporate Access Number 2012036477) (the "Issuer");
WHEREAS,
in order to secure its obligations under and in connection with that certain
Credit Agreement, dated as of February 22, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the
Pledgor, Gran Tierra Columbia Energy, Ltd., Argosy Energy Corp., the lenders
from time to time party thereto and the Pledgee, the Pledgor entered in that
certain Share Pledge Agreement, dated as of February 22, 2007 (the "Share Pledge Agreement"),
granting a security interest in the Pledged Property (herein defined as defined
in the Share Pledge Agreement);
WHEREAS,
in connection with the assignment and assumption of the Credit Agreement to a
subsidiary of the Pledgor, the Pledgee has agreed to release the security
interest in the Pledged Property created under the Share Pledge Agreement,
pursuant to the terms and subject to the conditions set forth
below;
NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the parties hereto hereby agree as follows:
Section
1. Release
of Security Interest. The Pledgee hereby releases and terminates its
security interest granted under the Share Pledge Agreement in the Pledged
Property. The Pledgee acknowledges and confirms that the Share Pledge Agreement
is of no further force or effect and that the Pledgor is released from all
covenants and obligations thereunder. The Pledgee shall execute and deliver to
the Pledgor all releases or other documents reasonably necessary or desirable
for the release of the security interest on the Pledged Property. Further, the
Pledgee hereby specifically authorizes the Pledgor, or any agent of the Pledgor,
including Blake, Xxxxxxx & Xxxxxxx LLP, to discharge all of the
registrations related to the Pledged Property at any Personal Property Registry,
including without limitation, registration number 07022132018 at the Alberta
Personal Property Registry.
Section
2. Binding
Effect. This Release and all of the provisions hereof shall be binding
upon each party hereto and their respective successors and
assigns.
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Section
3. Governing Law, Waivers and Consents.
(a) The
validity, interpretation and enforcement of this Release and any dispute arising
out of the relationship between the Pledgor and the Pledgee or any Secured
Party, whether in contract, tort, equity or otherwise, shall be governed by the
laws of the Province of Alberta and federal laws applicable in
Alberta.
(b) The
Pledgor hereby irrevocably consents and submits to the non-exclusive
jurisdiction of the courts of the Province of Alberta and waives any objection
based on venue or forum non conveniens with respect to any action instituted
therein arising under this Release or in any way connected with or related or
incidental to the dealings of the Pledgor and the Pledgee or any Secured Party
in respect of this Release or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising, and whether in contract,
tort, equity or otherwise, and agrees that any dispute with respect to any such
matters shall be heard only in the courts described above.
(c) The
Pledgor hereby irrevocably consents to the service of process out of any of the
courts mentioned in Section 3(b) above in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid to
the Pledgor at its address referred to in Section 12.02 of the Credit
Agreement.
(d) THE
PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS RELEASE OR ANY OF THE OTHER LOAN
DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR THERETO IN RESPECT OF THIS RELEASE OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE
PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PLEDGOR,
ANY SECURED PARTY OR THE PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF
THIS RELEASE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PLEDGOR TO
THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
Section
4. Further
Assurances. Each party hereto agrees that it will, at any time and from
time to time, upon the written request of any other party, do, make, execute and
deliver, or cause to be done, made, executed and delivered, all such further
releases, documents, financing statements, financing change statements,
assignments, acts, matter and things as the requesting party may reasonably
request in order to effect the purposes of this Release; provided that any such
action undertaken by the Pledgee shall be at the sole cost and expense of the
Pledgor.
Section
5. Counterparts. This
Release may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page of this Release by facsimile or
electronic copy shall be effective as delivery of a manually executed
counterpart of this Release.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above
written.
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PLEDGOR
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GRAN
TIERRA ENERGY 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: Chief Financial Officer | |
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PLEDGEE
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STANDARD
BANK PLC
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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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