EXECUTION VERSION August 24, 2009Gran Tierra Energy, Inc. • January 6th, 2010 • Crude petroleum & natural gas
CANCELLATION OF THE PLEDGE OVER COMMERCIAL ESTABLISHMENTGran Tierra Energy, Inc. • January 6th, 2010 • Crude petroleum & natural gas
Florence Pourchet and Lodewijk Spoorenbergn of legal age, domiciled in New York City, acting on behalf of PNB PARIBAS, (hereinafter the “PLEDGEE”) a company duly incorporated under the laws of France, in our capacity as Managing Directors of the PLEDGEE,
FIRST PRIORITY OPEN PLEDGE AGREEMENT OVER CREDIT RIGHTS DERIVED FROM HYDROCARBON COMMERCIAL SALES AGREEMENTSFirst Priority Open Pledge Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas
EXECUTION VERSION ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of August 24, 2009 (this “Agreement”), is made by and among (1) GRAN TIERRA ENERGY INC., a Nevada corporation (Registered No. C13734-2003) (the “Original Borrower”), (2) GRAN TIERRA ENERGY CAYMAN ISLANDS INC., an exempted company organized under the laws of the Cayman Islands (Registered No. MC-213331) (the “New Borrower”) and (3) STANDARD BANK PLC, as the Majority Bank (as defined in the Credit Agreement referred to below) and the Administrative Agent (as defined in the Credit Agreement referred to below).
REVOLVING CREDIT FACILITYAgreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 24, 2009 (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 Calle 114 No. 7 - 80, 17th Floor, AR Building, Bogota D. C., Colombia (the “Partnership”), ARGOSY ENERGY, LLC (formerly Argosy Energy Corp.), a limited liability company organized under the laws of the State of Delaware (Registered No. 3234977) (the “GP”), SOLANA PETROLEUM EXPLORATION (COLOMBIA) LIMITED, an exempted company organized under the laws of the Cayman Islands (“Solana Petroleum”), SOLANA RESOURCES LIMITED, a limited company organized under the laws of the Province of Alberta, Canada (“Solana Resources”) (the Partnership, the GP, Solana Petroleum and Solana Resources, collectively, the “Original Guarantors”, and individually, each an “Original Guarantor”), GRAN TIERRA ENERGY CAYMAN
RELEASE OF SHARE PLEDGE AGREEMENTRelease of Share Pledge Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta
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");
EXECUTION VERSION COLLECTION ACCOUNT PLEDGE AGREEMENTCollection Account Pledge Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
THIS AGREEMENT, dated as of August 24, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by SOLANA PETROLEUM EXPLORATION (COLOMBIA) LIMITED, an exempted company organized under the laws of the Cayman Islands (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”).
AMENDED AND RESTATED FIRST PRIORITY OPEN PLEDGE AGREEMENT OVER CREDIT RIGHTS DERIVED FROM CRUDE OIL COMMERCIAL SALES AGREEMENTS (this “Pledge Agreement”)First Priority Open Pledge Agreement • January 6th, 2010 • 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 Calle 114 No. 7 - 80, 17th Floor, AR Building, Bogota D. C., Colombia with a branch denominated GRAN TIERRA ENERGY COLOMBIA, LTD., (hereinafter the “PLEDGOR”) 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, D.C., represented by EDGAR LOUIS DYES, as evidenced in the certificate of incumbency and legal representation, of legal age, resident of Bogotá D.C., bearer of Alien’s Identity Document Number 223.325, acting in his capacity as legal representative and (ii) STANDARD BANK PLC, a public limited company organized under the laws of England and Wales (Company No. 2130447) and having its
FIRST PRIORITY OPEN PLEDGE AGREEMENT OVER A COMMERCIAL ESTABLISHMENT WHEREAS:First Priority Open Pledge Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas
NOW, THEREFORE, the Parties have decided to enter into this PLEDGE AGREEMENT which shall be governed by the following provisions (the “Pledge Agreement”):
EXECUTION VERSION DEPOSIT ACCOUNT CONTROL AGREEMENTAccount Control Agreement • January 6th, 2010 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York
Deposit Account Control Agreement, dated as of August 24, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Standard Bank Plc, in its capacity as administrative agent under the Credit Agreement (as defined in the Pledge Agreement referred to below) (“Secured Party”); Solana Petroleum Exploration (Colombia) Limited (“Debtor”); and BNP Paribas (“Bank”).
