exv10w3



 





Exhibit 10.3




EXECUTION VERSION




GP PLEDGE AGREEMENT




     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”).



W I T N E S S E T H:




     WHEREAS, the Pledgor is the direct and beneficial owner of all of the issued and outstanding
capital stock of ARGOSY ENERGY CORP., a corporation organized under the laws of the State of
Delaware (Registered No. 3234977) (the “Issuer”);



     WHEREAS, pursuant to that certain credit agreement, dated as of February 22, 2007 (the
“Credit Agreement”), among the Pledgor, the Issuer, certain of their affiliates, the banks
from time to time party thereto (the “Banks”) and the Pledgee, the Pledgee and the Banks
have entered into financing arrangements pursuant to which the Banks may make loans and provide
other financial accommodations to the Pledgor;



     WHEREAS, in order to induce the Banks to make loans and provide other financial accommodations
pursuant to the Credit Agreement, and to induce the Designated Hedge Counterparty to enter into the
Designated Hedging Agreement and for other good and valuable consideration (the sufficiency of
which the Pledgor hereby acknowledges), the Pledgor has agreed to secure the prompt payment in full
when due of the Obligations by executing and delivering to the Pledgee this Agreement;



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as follows:



     1. DEFINITIONS; RULES OF INTERPRETATION



          (a) Definition of Terms Used Herein. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Credit Agreement. In addition:





          (i) “Bylaws” means the bylaws of the Issuer, or such other analogous
agreement governing its operation.




          (ii) “Issuer” has the meaning set forth in the recitals hereto.




          (iii) “Obligations” means the principal of and interest on the Loans
made by the Banks to, and the Notes held by each Bank from, and Reimbursement Obligations in
respect of Letters of Credit issued for the account of, and the Designated Hedging
Obligations of, the



 









 







Pledgor and all other amounts from time to time owing to the Secured
Parties by the Pledgor under the Credit Agreement, under the Notes, under each Designated
Hedging Agreement and by any other Obligor under any of the other Loan Documents to which
such Obligor is a party, in each case strictly in accordance with the terms hereof and
thereof.




          (iv) “Pledged Interests” means 1,000 shares of common stock, par
value $0.001 per share, of the Issuer.




          (v) “Pledged Property” has the meaning set forth in Section 2(a)
hereto.




          (vi) “UCC” means the Uniform Commercial Code as from time to time in
effect in the State of New York.



     2. GRANT OF SECURITY INTEREST



          (a) As collateral security for the prompt performance, observance and indefeasible
payment in full of all of the Obligations, the Pledgor hereby assigns and pledges to the Pledgee,
and grants to the Pledgee for itself and the benefit of the Secured Parties, a security interest in
and Lien upon the following (collectively, the “Pledged Property”):




          (i) the Pledged Interests and all certificates (if any) at any time
representing or evidencing such Pledged Interests;




          (ii) all of its present and future right to receive payment of money or other
distributions arising out of or in connection with the Pledged Interests;




          (iii) all proceeds of and to any of the property of the Pledgor described
above, including, without limitation, all causes of action, claims and warranties now or
hereafter held by the Pledgor in respect of any of the items listed above; and




          (iv) the Pledgor’s books and records with respect to any of the foregoing.



          (b) [Intentionally Omitted]



     3. OBLIGATIONS SECURED



     The Lien and other interests granted to the Pledgee for itself and the benefit of the Secured
Parties, pursuant to this Agreement shall secure the prompt performance and payment in full of any
and all of the Obligations.



     4. REPRESENTATIONS, WARRANTIES AND COVENANTS



     The Pledgor hereby represents, warrants and covenants with and to the Pledgee and the Secured
Parties the following as of the date hereof (all of such representations, warranties and covenants
being continuing so long as any of the Obligations are outstanding):



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          (a) The Pledged Interests are duly authorized and validly existing and constitute
the Pledgor’s entire interest in the Issuer and the Pledgor is the registered owner of such Pledged
Interests.



          (b) The Pledgor is the holder of all of the outstanding capital stock of the Issuer.



          (c) The Pledged Property pledged by the Pledgor hereunder is directly, legally and
beneficially owned by the Pledgor free and clear of all claims and Liens of any kind, nature or
description, other than those created pursuant to this Agreement in favor of the Pledgee (for
itself and for the benefit of the Secured Parties) and other than Permitted Liens.



          (d) The Pledged Property pledged by the Pledgor hereunder is not subject to any
restriction relative to the transfer thereof (other than applicable law) and the Pledgor has the
right to transfer the Pledged Property free and clear of any Lien other than Permitted Liens.



          (e) The Pledged Property pledged by the Pledgor hereunder is duly and validly
pledged to the Pledgee, no consent or approval of any governmental or regulatory authority or of
any securities exchange or the like, nor any consent or approval of any other third party, was or
is necessary to the validity and enforceability of this Agreement, except as expressly set forth
herein (other than applicable securities laws).



          (f) If the Pledgor shall become entitled to receive or acquire, or shall receive any
ownership interest certificate, or option or right with respect to the Pledged Interests (including
without limitation, any certificate representing a distribution or exchange of or in connection
with reclassification of the Pledged Interests) whether as an addition to, in substitution of, or
in exchange for any of the Pledged Property or otherwise, the Pledgor agrees to accept the same as
the Pledgee’s agent, to hold the same in trust for the Pledgee and to deliver the same forthwith to
the Pledgee or the Pledgee’s agent or bailee in the form received, with the endorsement(s) of the
Pledgor where necessary and/or appropriate powers and/or assignments duly executed to be held by
the Pledgee or the Pledgee’s agent or bailee subject to the terms hereof, as further security for
the Obligations.



          (g) The Pledged Interests pledged by the Pledgor hereunder are represented on the
date hereof by Stock Certificate No. 3.



          (h) The Pledgor shall keep full and accurate books and records relating to the
Pledged Property pledged by the Pledgor hereunder and stamp or otherwise mark such books and
records in such manner as the Pledgee may in good faith require in order to reflect the security
interests granted by this Agreement.



          (i) The Pledgor shall not, without the prior consent of the Pledgee, directly or
indirectly, sell, assign, transfer, or otherwise dispose of, or grant any option with respect to
the Pledged Property, nor shall the Pledgor create, incur or permit any further Lien with respect
to the Pledged Property other than as permitted in the Credit Agreement.



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          (j) So long as no Event of Default has occurred and is continuing, the Pledgor shall
have the right to exercise all rights with respect to the Pledged Property, except as expressly
prohibited herein or in the other Loan Documents, and to receive any distributions payable in
respect of the Pledged Property (but subject to terms of the Credit Agreement with respect
thereto).



          (k) [Intentionally Omitted]



          (l) Other than as permitted in the Credit Agreement, the Pledgor shall not permit
the Issuer, directly or indirectly, to (i) issue, sell, grant, assign, transfer or otherwise
dispose of, any additional capital stock of the Issuer or any option or warrant with respect to, or
other right or security convertible into, any additional capital stock, now or hereafter
authorized, unless all such additional ownership interests, options, warrants, rights or other such
securities are made and shall remain part of the Pledged Property subject to the pledge and
security interest granted herein, (ii) take any action to withdraw the authority of or to limit or
restrict the authority of such Issuer’s directors or officers to deal and contract with the Pledgee
and to bind and obligate such Issuer, or (iii) pay any interim distribution in cash or other assets
to any Person, except as permitted in the Credit Agreement.



          (m) [Intentionally Omitted]



          (n) The Pledgor shall not, and shall not permit the Issuer, directly or indirectly,
to, amend, modify or supplement any of the provisions of the Bylaws or the Issuer’s certificate of
incorporation without the prior written consent of the Pledgee if any such amendment, modification
or supplement could reasonably be expected to affect any rights of the Pledgee or any Secured Party
hereunder or under any of the other Loan Documents.



          (o) [Intentionally Omitted]



          (p) The Pledgor shall furnish, or cause to be furnished, to the Pledgee such
information concerning the Issuer and the Pledged Property as the Pledgee may from time to time
reasonably request.



          (q) The Pledgee may notify the Issuer or the appropriate transfer agent of the
Pledged Interests to register on the books of such Issuer the security interest and pledge granted
herein and honor the rights of the Pledgee and the Secured Parties with respect thereto.



          (r) The Pledgor shall not change its name or its jurisdiction of organization from
that existing as of the date of this Agreement, except upon 15 Business Days’ prior written notice
to the Pledgee and delivery to the Pledgee of copies of all filed additional financing statements,
and other
documents (in each case, properly executed) reasonably requested by the Pledgee to maintain
the validity, perfection and priority of the security interests provided for herein.



          (s) The Pledgor waives to the extent permissible by applicable law, its rights under
Section 9-207 of the UCC. The Pledgor agrees that the Pledged Property, other collateral, or any
other guarantor or endorser may be released, substituted or added with respect to the Obligations,
in whole or in



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part, without releasing or otherwise affecting the liability of the Pledgor, the
pledge and security interests granted hereunder, or this Agreement. The Pledgee, for and on behalf
of itself and the Secured Parties, is entitled to all of the benefits of a secured party set forth
in Section 9-207 of the UCC.



     5. [Intentionally Omitted]



     6. [Intentionally Omitted]



     7. RIGHTS AND REMEDIES



     At any time after an Event of Default exists or has occurred and is continuing, in addition to
all other rights and remedies of the Pledgee and the Secured Parties, whether provided under this
Agreement, the Credit Agreement, the other Loan Documents, applicable law or otherwise, the Pledgee
shall have the following rights and remedies which may be exercised without notice to, or consent
by, the Pledgor except as such notice or consent is expressly provided for hereunder or such
notices which the Pledgor may not waive in accordance with applicable law:



          (a) The Pledgee, at its option, shall be empowered to exercise its continuing right
to instruct the Issuer in writing (or the appropriate transfer agent of the Pledged Interests) to
register any or all of the Pledged Interests in the name of the Pledgee or in the name of the
Pledgee’s nominee (including, without limitation, any Secured Party) and the Pledgee may complete,
in any manner the Pledgee may deem expedient, any assignments or other documents heretofore or
hereafter executed in blank by the Secured Parties and delivered to the Pledgee. After said
written instruction, and without further notice, the Pledgee shall have the exclusive right to
exercise all voting and corporate rights with respect to the Pledged Property, and exercise any and
all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or
options pertaining to the Pledged Property as if the Pledgee were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and all of the Pledged
Property upon any merger, consolidation, reorganization, recapitalization or other readjustment
with respect thereto. Upon the exercise of any such rights, privileges or options by the Pledgee,
the Pledgee shall have the right to deposit and deliver any and all of the Pledged Property to any
committee, depository, transfer agent, registrar or other designated agency upon such terms and
conditions as the Pledgee may determine, all without liability, except to account for property
actually received by the Pledgee. However, the Pledgee shall have no duty to exercise any of the
aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of the
Pledgee) and shall not be responsible for any failure to do so or delay in doing so.



          (b) The Pledgee may, in its good faith discretion (i) collect, foreclose, receive,
appropriate, setoff and realize upon any and all Pledged Property, (ii) sell, lease, transfer,
assign, deliver or otherwise dispose of any and all Pledged Property (including entering into
contracts with respect thereto, public or private sales at any exchange, broker’s board, at any
office of the Pledgee or elsewhere) at such prices or terms as the Pledgee may deem reasonable, for
cash, upon credit or for future delivery, with the Pledgee having the right to purchase the whole
or any part of the Pledged Property at any such public sale, all of the foregoing being free from
any right or equity of redemption of the Pledgor, which



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right or equity of redemption is hereby
expressly waived and released by the Pledgor (to the extent permitted by applicable law). If
notice of disposition of Pledged Property is required by law, ten (10) days prior notice by the
Pledgee to the Pledgor designating the time and place of any public sale or the time after which
any private sale or other intended disposition of Pledged Property is to be made, shall be deemed
to be reasonable notice thereof and any other notice. The Pledgee shall apply the cash proceeds of
Pledged Property actually received by the Pledgee from any sale, lease, foreclosure or other
disposition of the Pledged Property to payment of the Obligations then due, in whole or in part and
in accordance with the terms of Section 10 of the Credit Agreement, and thereafter may hold such
proceeds as cash collateral for the Obligations not then due. The Pledgor shall remain liable to
the Pledgee and the Secured Parties for the payment of any deficiency with interest at the highest
rate provided for in the Credit Agreement and agrees to indemnify the Pledgee and the Secured
Parties from all costs and expenses of collection or enforcement incurred in good faith by each of
them or on their behalf, including reasonable attorneys’ fees and expenses, as provided in the
Credit Agreement.



          (c) The Pledgor recognizes that the Pledgee may be unable to effect a public sale of
all or part of the Pledged Property by reason of certain prohibitions contained in the Securities
Act of 1933, as amended, as now or hereafter in effect, or in applicable Blue Sky or other state
securities law, as now or hereafter in effect, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Pledged Property for their own account for investment and not with a view to the
distribution or resale thereof. If at the time of any sale of the Pledged Property or any part
thereof, the same shall not, for any reason whatsoever, be effectively registered under the
Securities Act of 1933 (or other applicable state securities law), as then in effect, the Pledgee
in its sole and absolute discretion is authorized to sell such Pledged Property or such part
thereof by private sale in such manner and under such circumstances as the Pledgee or its counsel
may deem necessary or advisable in order that such sale may legally be effected without
registration. The Pledgor agrees that private sales so made may be at prices and other terms less
favorable to the seller than if such Pledged Property were sold at public sale, and that the
Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time
necessary to permit the Issuer, even if such Issuer would agree, to register such Pledged Property
for public sale under such applicable securities laws. The Pledgor agrees that any private sales
made under the foregoing circumstances shall be deemed to have been in a commercially reasonable
manner.



          (d) All of the rights and remedies of the Pledgee and the Secured Parties,
including, but not limited to, the foregoing and those otherwise arising under this Agreement, the
Credit Agreement and the other Loan Documents, the instruments comprising the Pledged Property,
applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or
concurrently as the Pledgee may deem expedient. No failure or delay on the part of the
Pledgee or any Secured Party in exercising any of its options, powers or rights or partial or
single exercise thereof, shall constitute a waiver of such option, power or right.



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     8. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW



          (a) The validity, interpretation and enforcement of this Agreement and any dispute
arising out of the relationship between the Pledgor and the Pledgee or any Secured Party, whether
in contract, tort, equity or otherwise, shall be governed by the laws of the State of New York,
including, without limitation, Section 5-1401 of the New York General Obligations Law.



          (b) The Pledgor hereby irrevocably consents and submits to the non-exclusive
jurisdiction of the Supreme Court of the State of New York, sitting in the Borough of Manhattan,
The City of New York and the United States District Court for the Southern District of New York,
whichever the Pledgee may elect, and waives any objection based on venue or forum non conveniens
with respect to any action instituted therein arising under this Agreement or any of the other Loan
Documents or in any way connected with or related or incidental to the dealings of the Pledgor and
the Pledgee or any Secured Party in respect of this Agreement or any of the other Loan Documents or
the transactions related hereto or thereto, in each case whether now existing or hereafter arising,
and whether in contract, tort, equity or otherwise, and agrees that any dispute with respect to any
such matters shall be heard only in the courts described above (except that the Pledgee and the
Secured Parties shall have the right to bring any action or proceeding against the Pledgor or its
property in the courts of any other jurisdiction that the Pledgee deems necessary or appropriate in
order to realize on any collateral at any time granted by the Pledgor to the Pledgee or any Secured
Party or to otherwise enforce its rights against the Pledgor or its property).



          (c) The Pledgor hereby irrevocably designates, appoints and empowers CT Corporation
as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and
in respect of its property, service of any and all legal process which may be served in any action
or proceeding. If for any reason CT Corporation shall cease to be available to act as such, the
Pledgor agrees to designate a new designee, appointee and agent on the terms and for the purposes
of this provision satisfactory to the Pledgee. The Pledgor hereby irrevocably consents to the
service of process out of any of the courts mentioned in Section 8(b) above in any such action or
proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid to
such Pledgor at its respective address referred to in Section 12.02 of the Credit Agreement.



          (d) THE PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
(ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
THERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,
TORT, EQUITY OR OTHERWISE. THE PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT THE PLEDGOR, ANY SECURED PARTY OR THE PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY
OF THIS AGREEMENT WITH



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ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PLEDGOR TO THE WAIVER OF
ITS RIGHT TO TRIAL BY JURY.



          (e) Neither the Pledgee nor any Secured Party shall have any liability to the
Pledgor (whether in tort, contract, equity or otherwise) for losses suffered by the Pledgor in
connection with, arising out of, or in any way related to the transactions or relationships
contemplated by this Agreement, or any act, omission or event occurring in connection herewith,
unless with respect to the Pledgee or any Secured Party, as applicable, it is determined by a final
and non-appealable judgment or court order binding on the Pledgee or such Secured Party, as
applicable, that the losses were the result of acts or omissions constituting gross negligence or
willful misconduct or bad faith of the Pledgee or the relevant Secured Party, as applicable. In
any such litigation, the Pledgee and the Secured Parties shall be entitled to the benefit of the
rebuttable presumption that they acted in good faith and with the exercise of ordinary care in the
performance by them of the terms of the Credit Agreement and the other Loan Documents. The
Pledgor: (i) certifies that neither the Pledgee nor any Secured Party nor any representative, agent
or attorney acting for or on behalf of the Pledgee or any Secured Party has represented, expressly
or otherwise, that the Pledgee and the Secured Parties would not, in the event of litigation, seek
to enforce any of the waivers or other agreements for their benefit provided for in this Agreement
or any of the other Loan Documents and (ii) acknowledges that in entering into this Agreement and
the other Loan Documents, the Pledgee and the Secured Parties are relying upon, among other things,
the waivers and certifications set forth in this Section 8(e) and elsewhere herein and therein.



     9. RELEASE OF COLLATERAL



          (a) Upon termination of the Commitments and payment and satisfaction in full (in
cash or other immediately available funds) of all Loans and all other Obligations and, in respect
of contingent Letter of Credit Liabilities, after cash collateral has been deposited with respect
thereto or after such Letter of Credit Liabilities have been fully guaranteed by Export Development
Canada (EDC) on terms in form and substance acceptable to the Majority Banks in accordance with the
terms and conditions of the Credit Agreement, the Pledged Property shall be released from the Lien
created hereby and this Agreement and all obligations of the Pledgee and the Pledgor hereunder
shall terminate, all without delivery of any instrument or performance of any act by any Person,
and all rights to the Pledged Property shall revert to the Pledgor. At the request of the Pledgor
following any such termination, the Pledgee shall deliver to the Pledgor any Pledged Property held
by the Pledgee hereunder and execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably request to evidence such termination.



          (b) If the Pledgee, pursuant to the terms of the Credit Agreement or any other Loan
Documents, shall release any Lien upon any Pledged Property, such Pledged Property shall be
released from the Lien created hereby to the extent provided under, and subject to the terms and
conditions set forth in the Credit Agreement or such other Loan Document. In connection therewith,
the Pledgee, at the
request and of the Pledgor, shall execute and deliver to the Pledgor all releases or other
documents, including, without limitation, UCC amendment or termination statements, reasonably
necessary or desirable for the release of the Lien created hereby on such Pledged Property.



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     10. MISCELLANEOUS



          (a) The Pledgor authorizes the Pledgee to file or record UCC financing statements
with respect to the Pledged Property with or without the signature of the Pledgor, in such form and
in such offices as the Pledgee reasonably determines appropriate to perfect the security interests
of the Pledgee under this Agreement; provided that nothing herein shall relieve the Pledgor
from its obligation to file or record any UCC financing or continuation statement with respect to
the Pledged Property.



          (b) The Pledgor agrees that at any time and from time to time upon the written
request of the Pledgee, the Pledgor shall execute and deliver such further documents, in form
satisfactory to the Pledgee’s counsel, and will take or cause to be taken such further acts as the
Pledgee may request in order to effect the purposes of this Agreement and perfect or continue the
perfection of the security interest in the Pledged Property granted to the Pledgee hereunder.



          (c) Beyond the exercise of reasonable care to assure the safe custody of the Pledged
Property (whether such custody is exercised by the Pledgee, or the Pledgee’s nominee, agent or
bailee) the Pledgee or the Pledgee’s nominee agent or bailee shall have no duty or liability to
protect or preserve any rights pertaining thereto and shall be relieved of all responsibility for
the Pledged Property upon surrendering it to the Pledgor or foreclosure with respect thereto.



          (d) All notices, requests and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this Agreement) shall be
given or made by fax or other writing and faxed, mailed or delivered to the intended recipient in
accordance with Section 12.02 of the Credit Agreement.



          (e) All references to the plural herein shall also mean the singular and to the
singular shall also mean the plural. All references to the Pledgor, the Pledgee, any Secured Party
and the Issuer pursuant to the definitions set forth in the recitals hereto, or to any other person
herein, shall include their respective successors and assigns. The words “hereof,” “herein,”
“hereunder,” “this Agreement” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not any particular provision of this Agreement and as this
Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.



          (f) This Agreement shall be binding upon the Pledgor and its respective successors
and assigns and shall inure to the benefit of and be enforceable by the Pledgee and the Secured
Parties and their respective successors, endorsees, transferees and assigns, except that no Pledgor
may assign its rights under this Agreement without the prior written consent of the Pledgee and the
Secured Parties. Any such purported assignment without such express prior written consent shall be
void. The liquidation, dissolution or termination of the Pledgor shall not terminate this Pledge.
The terms and provisions of this
Agreement are for the purpose of defining the relative rights and obligations of the Pledgor,
the Pledgee and the Secured Parties with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this Agreement.



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          (g) If any provision of this Agreement is held to be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement
shall be construed as though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed and enforced only to
such extent as shall be permitted by applicable law.



          (h) This Agreement, any supplements hereto, and any instruments or documents
delivered or to be delivered in connection herewith, represents the entire agreement and
understanding of the parties hereto concerning the subject matter hereof, and supersedes all other
prior agreements, understandings, negotiations and discussions, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written. In the event of any
inconsistency between the terms of this Agreement and any exhibit hereto, the terms of this
Agreement shall govern.



          (i) Neither this Agreement nor any provision hereof shall be amended, modified,
waived or discharged orally or by course of conduct, but only by a written agreement signed by an
authorized officer of the Pledgee. The Pledgee shall not by any act, delay, omission or otherwise
be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless
such waiver shall be in writing and signed by an authorized officer of the Pledgee. Any such
waiver shall be enforceable only to the extent specifically set forth therein. A waiver by the
Pledgee of any right, power and/or remedy on any one occasion shall not be construed as a bar to or
waiver of any such right, power and/or remedy that the Pledgee would otherwise have on any future
occasion, whether similar in kind or otherwise.



          (j) This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Agreement by telefacsimile or electronic delivery shall
have the same force and effect as the delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or
electronic transmission shall also deliver an original executed counterpart, but the failure to do
so shall not affect the validity, enforceability or binding effect of this Agreement.



          (k) The Pledgor agrees that, if pursuant to Section 9.16 of the Credit Agreement, it
shall be required to cause a Subsidiary to become a pledgor hereunder, or if for any reason the
Pledgor desires any such Subsidiary to become a pledgor hereunder, such Subsidiary shall execute
and deliver to Pledgee a Pledge Agreement Supplement in substantially the form of Exhibit A (a
“Pledge Supplement”) attached hereto and shall thereafter for all purposes be a party
hereto and have the same rights, benefits and obligations as a pledgor party hereto as if
originally named as a pledgor herein. The rights and obligations of the Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new pledgor as a party to this
Pledge Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	PLEDGOR	 	 
	 
	 	 	 	 	 	 
	 	 	GRAN TIERRA ENERGY INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dana Coffield	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Dana Coffield	 	 
	 

	 	 	 	Title: President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	PLEDGEE	 	 
	 
	 	 	 	 	 	 
	 	 	STANDARD BANK PLC	 	 
	 	 	for the benefit of the Secured Parties	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ SJ Branchflower	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: SJ Branchflower	 	 
	 

	 	 	 	Title: Senior Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Manuel Gonzalez-Spahr	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






EXHIBIT A TO

PLEDGE AGREEMENT




FORM OF

PLEDGE SUPPLEMENT




     This PLEDGE SUPPLEMENT, dated as of                     ,       (this “Supplement”),
supplements the Pledge Agreement, dated as of February 22, 2007 (as amended, supplemented, amended
and restated or otherwise modified from time to time, the “Pledge Agreement”), among the
initial signatories thereto and each other Person which from time to time thereafter became a party
thereto pursuant to Section 10(j) thereof (each, individually, a “Pledgor” and,
collectively, the “Pledgors”), in favor of the Pledgee and the Secured Parties in respect
of ownership interests in ARGOSY ENERGY CORP., a corporation organized under the laws of the State
of Delaware (Registered No. 3234977).



W I T N E S S E T H:




     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Pledge Agreement;



     WHEREAS, the Pledge Agreement provides that additional parties may become pledgors under the
Pledge Agreement by execution and delivery of an instrument in the form of this Supplement;



     WHEREAS, pursuant to the provisions of Section 10(j) of the Pledge Agreement, the
undersigned is becoming a pledgor under the Pledge Agreement; and



     WHEREAS, the undersigned desires to become a pledgor under the Pledge Agreement in order to
induce the Banks to continue to make Loans and provide other financial accommodations under the
Credit Agreement and to induce the Designated Hedge Counterparty to continue to provide financial
accommodations under the Designated Hedging Agreement as consideration therefor;



     NOW, THEREFORE, the undersigned agrees, for the benefit of the Pledgee and the Secured
Parties, as follows:



     SECTION 1. In accordance with the Pledge Agreement, the undersigned by its signature below
becomes a pledgor under the Pledge Agreement with the same force and effect as if it were an
original signatory thereto as a pledgor and the undersigned hereby (a) agrees to all the terms and
provisions of the Pledge Agreement applicable to it as a pledgor thereunder and (b) represents and
warrants that the representations and warranties set forth in Section 4 of the Pledge
Agreement are true and correct with respect to the undersigned on and as of the date hereof, except
as otherwise disclosed to the Pledgee. In furtherance of the foregoing, each reference to a
“Pledgor” in the Pledge Agreement shall be deemed to include the undersigned.



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     SECTION 2. The undersigned hereby represents and warrants that this Supplement has been duly
authorized, executed and delivered by the undersigned and constitutes a legal, valid and binding
obligation of the undersigned, enforceable against it in accordance with its terms.



     SECTION 3. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full
force and effect in accordance with its terms.



     SECTION 4. In the event any one or more of the provisions contained in this Supplement should
be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be
affected or impaired.



     SECTION 5. Without limiting the provisions of the Credit Agreement (or any other Loan
Document, including the Pledge Agreement), the undersigned agrees to reimburse the Pledgee and each
Secured Party for its reasonable out-of-pocket expenses in connection with this Supplement,
including attorneys’ fees and expenses of the Pledgee and the Secured Parties.



     SECTION 6. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS SUPPLEMENT AND ANY DISPUTE
ARISING OUT OF THE RELATIONSHIP BETWEEN THE PLEDGOR AND PLEDGEE OR ANY SECURED PARTY, WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



     SECTION 7. WITHOUT LIMITING THE EFFECT OF SECTION 8 OF THE PLEDGE AGREEMENT, THE
UNDERSIGNED HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK, SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK
AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICHEVER PLEDGEE MAY
ELECT, AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH
RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PLEDGOR
AND PLEDGEE OR ANY SECURED PARTY IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND AGREES THAT ANY DISPUTE
WITH RESPECT TO ANY SUCH MATTERS SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE (EXCEPT THAT
PLEDGEE AND THE SECURED PARTIES SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE
PLEDGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE



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PLEDGEE DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON ANY COLLATERAL AT ANY TIME GRANTED BY
THE BORROWER OR THE PLEDGOR TO PLEDGEE OR ANY SECURED PARTY OR TO OTHERWISE ENFORCE ITS RIGHTS
AGAINST THE PLEDGOR OR ITS PROPERTY). THE UNDERSIGNED HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR
AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS WHICH MAY
BE SERVED IN ANY ACTION OR PROCEEDING. IF FOR ANY REASON CT CORPORATION SHALL CEASE TO BE
AVAILABLE TO ACT AS SUCH, THE UNDERSIGNED AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT
ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE PLEDGEE. THE UNDERSIGNED
HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO ITS ADDRESS
SET FORTH ON THE SIGNATURE PAGES HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE
(5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS, OR, AT PLEDGEE’S OPTION, BY
SERVICE UPON THE PLEDGOR IN ANY OTHER MANNER PROVIDED UNDER THE RULES OF ANY SUCH COURTS. WITHIN
SIXTY (60) DAYS AFTER SUCH SERVICE, THE PLEDGOR SO SERVED SHALL APPEAR IN ANSWER TO SUCH PROCESS,
FAILING WHICH THE PLEDGOR SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY THE PLEDGEE
AGAINST THE PLEDGOR FOR THE AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED.



     SECTION 8. WITHOUT LIMITING THE EFFECT OF SECTION 8 OF THE PLEDGE AGREEMENT, THE
UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (i) ARISING UNDER THIS SUPPLEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (ii) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR THERETO IN RESPECT
OF THIS SUPPLEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE. THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PLEDGOR, ANY SECURED PARTY OR
PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.



     SECTION 9. This Supplement hereby incorporates by reference the provisions of the Pledge
Agreement, which provisions are deemed to be a part hereof, and this Supplement shall be deemed to
be a part of the Pledge Agreement.



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     SECTION 10. This Supplement may be executed in any number of counterparts, each of which
shall be an original, but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Supplement by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Supplement. Any party
delivering an executed counterpart of this Supplement by telefacsimile shall also deliver an
original executed counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of this Supplement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplement to the Pledge Agreement to
be duly executed and delivered by their respective officers thereunto duly authorized as of the day
and year first above written.



	 	 	 	 	 
	 	[NAME OF ADDITIONAL PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  

	 	 
	 	Address: 	 
	 



ACCEPTED BY:




STANDARD BANK PLC

for the benefit of the Secured Parties




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







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