Unassociated Document


    
      

      

    

    Exhibit 10.2
 

     

    FIRST
AMENDMENT

     

    TO

     

    CREDIT
AGREEMENT

     

    dated
as of

     

    August
31, 2010

     

    among

    


    SOLANA
RESOURCES LIMITED,

    as
Borrower,

    


    GRAN
TIERRA ENERGY INC.,

    


    BNP
PARIBAS,

    as
Administrative Agent and Global Coordinator,

    


    and

     

    The
Lenders Party Hereto

     

    
 

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FIRST
AMENDMENT TO CREDIT AGREEMENT

    


    THIS FIRST
AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”)
dated as of August 31, 2010, is among SOLANA RESOURCES LIMITED, a
corporation duly formed and existing under the laws of the Province of Alberta,
Canada (the “Borrower”); GRAN TIERRA ENERGY INC., a
corporation formed and existing under the laws of the State of Nevada (the
“Parent”);
BNP
PARIBAS, as administrative agent (in such capacity, together with its
successors in such capacity, the “Administrative
Agent”) for the lenders party to the Credit Agreement referred to below
(collectively, the “Lenders”) and as
global coordinator; and the undersigned Lenders.

     

    R E C I T A L
S

     

    A.           The
Borrower, the Parent, the Administrative Agent and the Lenders are parties to
that certain Credit Agreement dated as of July 30, 2010 (the “Credit Agreement”),
pursuant to which the Lenders have made certain extensions of credit available
to the Borrower.

     

    B.           The
Borrower has requested and the Lenders have agreed to amend certain provisions
of the Credit Agreement.

     

    C.           NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    Section
1. Defined
Terms.  Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit
Agreement.  Unless otherwise indicated, all references to Sections in
this First Amendment refer to Sections of the Credit Agreement.

     

    Section
2. Amendments to Credit
Agreement.

     

    2.1 Amendment to Section
1.02.  The definition of “Indebtedness” contained in Section
1.02 is hereby amended and restated in its entirety to read as
follows:

     

    ““Indebtedness”
means the collective reference to all obligations, liabilities and amounts owing
or to be owing by any Credit Party or any other obligor (whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising or incurred): (a) to the
Administrative Agent, the Global Coordinator, the Arranger, the Bookrunner, the
Issuing Bank or any Lender, which may arise under, out of, in, or in connection
with this Agreement or any other Loan Document, including, without limitation,
the unpaid principal of and interest on the Loans and reimbursement obligations
in respect of Letters of Credit  (including, without limitation,
interest accruing at the then applicable rate provided in this Agreement after
the maturity of the Loans and LC Exposure and interest accruing at the then
applicable rate provided in this Agreement after the filing of any petition in
bankruptcy, or the commencement of any insolvency, liquidation, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding); (b) to any
Secured Swap Party under any Secured Swap Agreement; and (c) all renewals,
extensions and/or rearrangements of any of the above; in each case, whether on
account of principal, interest, premium, reimbursement obligations, guaranty
obligations, payments in respect of an early termination date, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Secured Parties that are required to be
paid by the Borrower, any other Credit Party or any obligor pursuant to the
terms of this Agreement, any other Loan Document or any Secured Swap
Agreement).”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2 Amendments to Section
6.01(g).  Clauses (iv) and (v) of Section 6.01(g) are hereby
amended and restated in their entirety to read as follows:

     

    “(iv)                      evidence
satisfactory to it that (A) each Guarantor has guaranteed the Indebtedness
pursuant to the Guaranty Agreement and (B) the Security Instruments create first
priority, perfected Liens on all of the economic rights of Solana Petroleum
Exploration and Gran Tierra Energy Colombia under each Concession Agreement to
which each is a party;

     

    (v)           a
duly executed agreement of the Offtaker under each Offtake Agreement to which
any Credit Party is a party, in form and substance satisfactory to the
Administrative Agent, pursuant to which such Person (and any other Person
obligated to make payments thereunder) shall agree to make all payments under
such Offtake Agreement to the relevant Collection Account.”

     

    2.3 Amendment to Last Paragraph
of Section 6.01.  The last paragraph of Section 6.01 is hereby
amended by replacing “August 31, 2010” with “September 10, 2010”.

     

    2.4 Amendments to Section
8.14(b).  Section 8.14(b) is hereby amended as
follows:

     

    (a) Clause
(i) of Section 8.14(b) is hereby amended and restated in its entirety to read as
follows:

     

    “(i)           on
or prior to the date that such Credit Party enters into any Swap Agreement or
Offtake Agreement, a first priority, perfected Lien on all of its right, title
and interest in and to such Swap Agreement or Offtake Agreement (but in the case
of an Offtake Agreement, only if the Administrative Agent determines in its sole
discretion that obtaining such Lien is practicable under the circumstances and
the benefits of doing so outweighs the burdens of doing so), and”

     

    (b) The last
sentence of Section 8.14(b) is hereby amended and restated in its entirety to
read as  follows:

     

    “In
connection therewith, on or prior to the execution and delivery by any Credit
Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall
cause such Credit Party to, deliver to the Administrative Agent a duly executed
agreement of the counterparty to such Swap Agreement or the Offtaker under such
Offtake Agreement (and in either case, any other Person that is obligated
(whether contingently or otherwise) to make payments thereunder), as applicable,
in form and substance satisfactory to the Administrative Agent, pursuant to
which such Person shall agree to make all payments under such Swap Agreement and
Offtake Agreement to the relevant Collection Account.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.5 Amendment to Section
12.09(e).  Section 12.09(e) is hereby amended by replacing
“this Section 12.01” with “this Section 12.09”.

     

    Section
3. Conditions
Precedent.  This First Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 12.02 of the Credit Agreement) (the “Effective
Date”):

     

    3.1 The
Administrative Agent shall have received from the Required Lenders, the Borrower
and the Parent, counterparts (in such number as may be requested by the
Administrative Agent) of this First Amendment signed on behalf of such
Persons.

     

    3.2 No
Default shall have occurred and be continuing, after giving effect to the terms
of this First Amendment.

     

    Section
4. Miscellaneous.

     

    4.1 Confirmation.  The
provisions of the Credit Agreement, as amended by this First Amendment, shall
remain in full force and effect following the effectiveness of this First
Amendment.

     

    4.2 Ratification and
Affirmation; Representations and Warranties.  The Borrower and
the Parent each hereby: (a) acknowledges the terms of this First Amendment; (b)
ratifies and affirms its obligations under, and acknowledges, renews and extends
its continued liability under, each Loan Document to which it is a party and
agrees that each Loan Document to which it is a party remains in full force and
effect, except as expressly amended hereby, after giving effect to the
amendments contained herein; (c) agrees that from and after the Effective Date
each reference to the Credit Agreement in the Loan Documents shall be deemed to
be a reference to the Credit Agreement, as amended by this First Amendment; and
(d) represents and warrants to the Lenders that as of the date hereof, after
giving effect to the terms of this First Amendment:  (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, unless such representations and warranties are
stated to relate to a specific earlier date, in which case, such representations
and warranties shall continue to be true and correct as of such earlier date and
(ii) no Default has occurred and is continuing.

     

    4.3 Loan
Document.  This First Amendment is a “Loan Document” as defined
and described in the Credit Agreement and all of the terms and provisions of the
Credit Agreement relating to Loan Documents shall apply hereto.

     

    4.4 Counterparts.  This
First Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of this First Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

     

    4.5 NO ORAL
AGREEMENT.  THIS FIRST AMENDMENT,
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION
HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.6 GOVERNING
LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    [SIGNATURES
BEGIN NEXT PAGE]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.

    


    
      
        	BORROWER:    	SOLANA RESOURCES
      LIMITED	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Martin
      H. Eden	 
	 	 	Name:
      Martin H. Eden	 
	 	 	Title:
      Director & CFO	 
	 	 	 	 


      

    

    
      
        
          
            	 	 	 
	 	 	 
	

                    PARENT:

                  	GRAN TIERRA ENERGY
      INC.	 
	 	 	 	 
	
                  	
                    By:
      

                  	/s/ Martin
      H. Eden	 
	 	 	Name:
      Martin H. Eden	 
	 	 	Title:
      CFO	 
	 	 	 	 


          

        

      



    


    


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

    


    
      
        	ADMINISTRATIVE
      AGENT:  	
                BNP PARIBAS,

                as Administrative Agent and a Lender

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Betsy
      Jocher	 
	 	 	Name:
      Betsy Jocher	 
	 	 	Title:
      Director	 
	 	 	 	 
	 	By: 	/s/
      Polly Schott	 
	 	 	Name:
      Polly Schott	 
	 	 	Title: Director	 


      



                                                                  

     

    S-2