EXECUTION VERSION
RELEASE OF PARTNERSHIP PLEDGE
AGREEMENT
This RELEASE OF PARTNERSHIP PLEDGE AGREEMENT,
dated as of January 1, 2009 (this “ Release ”),
is by and among GRAN TIERRA ENERGY INC., a Nevada corporation
(Registered No. C13734-2003) (the “ Borrower ”),
ARGOSY ENERGY, LLC, a Delaware limited liability company (f/k/a
Argosy Energy Corp., a Delaware corporation) (Registered No.
3234977) (the “ Guarantor ”, together with the
Borrower, each a “ Pledgor ” and, collectively,
the “ Pledgors ”), 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 Borrower is the limited partner of,
and direct and beneficial owner of 99.2857% of the issued and
outstanding partnership interests of, GRAN TIERRA ENERGY COLOMBIA,
LTD., a Utah limited partnership (Registered No. 2110646-0180) (the
“ Issuer ”);
WHEREAS, the Guarantor is the general partner
of, and direct and beneficial owner of 0.7143% of the issued and
outstanding partnership interests of, 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 Borrower, the
Guarantor, the Issuer, certain of their affiliates, the banks from
time to time party thereto and the Pledgee, the Pledgors entered in
that certain Partnership Pledge Agreement, dated as of February 22,
2007 (the “ Partnership Pledge Agreement ”),
granting a security interest in the Pledged Property (herein
defined as defined in the Partnership Pledge Agreement);
WHEREAS, pursuant to a corporate reorganization
(the “ Restructuring ”), the Borrower proposes
to transfer its interest in the Pledged Property to GTE Colombia
Holdings LLC (the “ LLC ”) and whereupon, the
LLC, together with the Guarantor, shall execute and deliver to the
Pledgee a pledge agreement (as the same may be amended, restated,
substituted or supplemented from time to time, the “ LLC
Pledge Agreement ”) governed by the laws of the State of
New York, dated on the date hereof, substantially in the form of
the Partnership Pledge Agreement, granting in favor of the Pledgee
for the ratable benefit of the Secured Parties a first-priority
security interest in all of the Pledged Property;
WHEREAS, the Pledgee has agreed to consent to
the consummation of the Restructuring and, in connection therewith,
to release the security interest in the Pledged Property created
under the Partnership 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 . Solely in order to
facilitate the Restructuring and subject to the Pledgors’
performance of their undertakings under Section 2 below, the
Pledgee hereby releases and terminates its security interest
granted under the Partnership Pledge Agreement in the Pledged
Property. The Pledgee shall execute and deliver to the
Pledgors all releases or other documents, including,
with
