FIRST PRIORITY OPEN PLEDGE AGREEMENT OVER CREDIT RIGHTS DERIVED FROM A CRUDE OIL COMMERCIAL SALES AGREEMENTFirst Priority Open Pledge Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas
Between (i) GRAN TIERRA ENERGY COLOMBIA, LTD. (formerly ARGOSY ENERGY INTERNATIONAL), a limited partnership organized under the laws of the State of Utah (Registered No. 2110646-0180) and having its principal office at 300, 611 10th Avenue SW, Calgary, Alberta, Canada T2R OB2 with a branch denominated GRAN TIERRA ENERGY COLOMBIA, LTD, incorporated through Public Deed No. 5323 on October 25, 1983, granted by the Seventh Notary of Bogotá, registered on November 23, 1983 under Number 2092 of Book VI, with Mercantile Register No. 00841851, and its main domicile in Bogotá, DC., represented by EDGAR LOUIS DYES, as evidenced in the certificate of incumbency and legal representation, of legal age, resident of Bogotá DC, bearer of Alien’s Identity Document Number 223.325, acting in his capacity as Legal Representative and (ii) STANDARD BANK PLC a corporation organized under the laws of England and Wales (Company No. 2130447) and having its registered office at Cannon Bridge House, 25 Dowgate Hi
SHARE PLEDGE AGREEMENTShare Pledge Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta
THIS AGREEMENT, dated as of February 22, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”),
BLOCKED ACCOUNT CONTROL AGREEMENT (“Shifting Control”)Blocked Account Control Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas
AGREEMENT dated as of February 22, 2007, by and among GRAN TIERRA ENERGY COLOMBIA, LTD. (formerly ARGOSY ENERGY INTERNATIONAL), a limited partnership organized under the laws of the State of Utah (Registered No. 2110646-0180) and having its principal office at 300, 611 10th Avenue SW, Calgary, Alberta, Canada T2R OB2 (“Company”), STANDARD BANK PLC, a banking corporation organized under the laws of England and Wales (Company No. 2130447) and having its registered office at Cannon Bridge House, 25 Dowgate Hill, London EC4R 2SB, United Kingdom (in its capacity as agent for the Secured Parties under and as defined in a credit agreement dated as of February 22, 2007 (as amended, modified or supplemented from time to time) between Company as borrower, certain affiliates of Company as guarantors and Standard Bank Plc as lender, arranger, issuing bank and administrative agent) (“Agent”) and JPMorgan Chase Bank (“Depositary”).
50,000,000 REVOLVING CREDIT FACILITY GRAN TIERRA ENERGY COLOMBIA, LTD. (formerly ARGOSY ENERGY INTERNATIONAL) and ARGOSY ENERGY CORP., as Original Guarantors GRAN TIERRA ENERGY INC., as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME, as Banks...Credit Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of February 22, 2007 (this “Agreement”), among GRAN TIERRA ENERGY COLOMBIA, LTD. (formerly ARGOSY ENERGY INTERNATIONAL), a limited partnership organized under the laws of the State of Utah (Registered No. 2110646-0180) and having its principal office at 300, 611 10th Avenue SW, Calgary, Alberta, Canada T2R OB2 (the “Partnership”) and ARGOSY ENERGY CORP., a corporation organized under the laws of the State of Delaware (Registered No. 3234977) (the “GP”) (the Partnership and the GP, collectively, the “Original Guarantors”, and individually, an “Original Guarantor”), GRAN TIERRA ENERGY INC., a corporation organized under the laws of the State of Nevada (Registered No. E0666052005-8) and having its principal office at 300, 611 10th Avenue SW, Calgary, Alberta, Canada T2R OB2 (the “Borrower”), each Subsidiary, if any, of the Borrower that becomes a Guarantor pursuant to Section 9.16 hereof (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary G
ISDA®2002 Master Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
COLLECTION ACCOUNT PLEDGE AGREEMENTCollection Account Pledge Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
THIS AGREEMENT, dated as of February 22, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by GRAN TIERRA ENERGY COLOMBIA, LTD. (formerly ARGOSY ENERGY INTERNATIONAL), a limited partnership organized under the laws of the State of Utah (Registered No. 2110646-0180) and having its principal office at 300, 611 10th Avenue SW, Calgary, Alberta, Canada T2R OB2 (the “Pledgor”), in favor of STANDARD BANK PLC, in its capacity as administrative agent under the Credit Agreement (as hereinafter defined) acting for and on behalf of the Secured Parties (in such capacity, the “Pledgee”).
PARTNERSHIP PLEDGE AGREEMENTPledge Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
THIS AGREEMENT, dated as of February 22, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by GRAN TIERRA ENERGY INC., a corporation organized under the laws of the State of Nevada (Registered No. E0666052005-8) (the “Borrower”) and ARGOSY ENERGY CORP., a corporation organized under the laws of the State of Delaware (Registered No. 3234977) (the “Guarantor”), and each other Person that may from time to time hereafter become a party hereto pursuant to Section 10(j) (the Borrower, the Guarantor and each such other person individually, a “Pledgor” and, collectively, the “Pledgors”), in favor of STANDARD BANK PLC, in its capacity as administrative agent under the Credit Agreement (as hereinafter defined) acting for and on behalf of the Secured Parties (in such capacity, the “Pledgee”).
GP PLEDGE AGREEMENTGp Pledge Agreement • March 6th, 2007 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
THIS AGREEMENT, dated as of February 22, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by GRAN TIERRA ENERGY INC., a corporation organized under the laws of the State of Nevada (Registered No. E0666052005-8) (the “Pledgor”) in favor of STANDARD BANK PLC, in its capacity as administrative agent under the Credit Agreement (as hereinafter defined) acting for and on behalf of the Secured Parties (in such capacity, the “Pledgee”).
