EXECUTION VERSION
RELEASE OF GP PLEDGE
AGREEMENT
This RELEASE OF GP 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 “ 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 membership
interests of ARGOSY ENERGY, LLC, a Delaware limited liability
company (f/k/a Argosy Energy Corp., a Delaware corporation)
(Registered No. 3234977) (the “ GP
”);
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, the GP,
certain of their affiliates, the banks from time to time party
thereto and the Pledgee, the Pledgor entered in that certain GP
Pledge Agreement, dated as of February 22, 2007 (the “ GP
Pledge Agreement ”), granting a security interest in the
Pledged Property (herein defined as defined in the GP Pledge
Agreement);
WHEREAS, pursuant to a corporate reorganization
(the “ Restructuring ”), the Pledgor proposes to
transfer the Pledged Property to GTE Colombia Holdings LLC (the
“ LLC ”) and whereupon, the LLC 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 GP 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 GP 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 Pledgor’s
performance of its undertakings under Section 2 below, the Pledgee
hereby releases and terminates its security interest granted under
the GP Pledge Agreement in the Pledged Property. The
Pledgee shall execute and deliver to the Pledgor all releases or
other documents, including, without limitation, Uniform Commercial
Code (“ UCC ”) amendment or termination
statements, reasonably necessary or desirable for the release of
the security interest on the Pledged Property.
Section
2.
LLC
