Exhibit 10.1 


 


Execution Version 


 


NINTH AMENDMENT TO CREDIT AGREEMENT


 


This Ninth Amendment to
Credit Agreement (this “Amendment”) is entered into effective as of the 10th day of November, 2017, by and among
Gran Tierra Energy International Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman
Islands (the “Borrower”), Gran Tierra Energy Inc., a corporation duly formed and existing under the laws of
the State of Nevada (the “Parent”), The Bank of Nova Scotia, as administrative agent (the “Administrative
Agent”) and the Lenders party hereto.


 


WITNESSETH:


 


WHEREAS, Borrower, the Parent,
the Administrative Agent, and Lenders are parties to that certain Credit Agreement dated as of September 18, 2015 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) (unless otherwise defined
herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement
as amended by this Amendment);


 


WHEREAS, The Borrower has
requested that Canadian Imperial Bank of Commerce (the “New Lender”) becomes a Lender under the Credit Agreement
with a Maximum Revolving Credit Amount in the amount as shown on Annex I to the Credit Agreement (as amended by this Amendment).


 


WHEREAS, pursuant to the
Credit Agreement, Lenders have made certain Loans to the Borrower and provided certain other credit accommodations to Borrower;


 


The parties desire to enter
into this Amendment to (i) replace Annex I to the Credit Agreement to reflect the addition of the New Lender and the reallocation
of Lenders’ Applicable Revolving Credit Percentages and Maximum Revolving Credit Amounts, (ii) extend the Revolving Credit
Maturity Date from October 1, 2018 to November 10, 2020, (iii) reaffirm the Borrowing Base as $300,000,000 and (iv) make certain
other amendments and modifications, in each case upon the terms and conditions set forth herein and in each case to be effective
as of the Ninth Amendment Effective Date.


 


WHEREAS, the Administrative
Agent, Borrower and the Lenders have agreed to enter into this Amendment to amend the Credit Agreement as more particularly set
forth herein;


 


NOW THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent and Lenders hereto hereby agree as follows:


 


Section
1.       Amendments. In reliance on the representations, warranties, covenants and agreements contained in this
Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement
and the schedules, annexes and the exhibits to the Credit Agreement are, effective as of the Ninth Amendment Effective Date (as
defined below), hereby amended to read in their entirety as attached as Exhibit A hereto.


 






    	 	1	 



     


    

 


Section
2.       Redetermination of Borrowing Base. Subject to the satisfaction of the conditions precedent set forth
in Section 4 hereof, the Lenders hereby agree that for the period from and including the Ninth Amendment Effective Date,
but until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing
Base under Section 2.08(e), Section 2.08(f) or Section 9.11(d) of the Credit Agreement, whichever occurs first, the amount of the
Borrowing Base shall be reaffirmed to be $300,000,000, which redetermination of the Borrowing Base shall constitute the October
1, 2017 Scheduled Redetermination of the Borrowing Base. This Section 2 constitutes the New Borrowing Base Notice for the
October 1, 2017 Scheduled Redetermination of the Borrowing Base.


 


Section
3.       Reallocation. After giving effect to this Amendment and any Borrowings made on the Ninth Amendment Effective
Date, (a) each Lender (including the New Lender) who holds Revolving Loans in an aggregate amount less than its Applicable Percentage
(after giving effect to this Amendment) of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the
Administrative Agent and used to repay Revolving Loans outstanding to each Lender who holds Revolving Loans in an aggregate amount
greater than its Applicable Percentage of all Revolving Loans, (b) each Lender’s (including the New Lender’s) participation
in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage (after giving effect to this
Amendment), (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure
applicable to each Lender (including the New Lender) equals its Applicable Percentage (after giving effect to this Amendment) of
the aggregate Revolving Credit Exposure of all Lenders and (d) upon request by each applicable Lender, the Borrower shall be required
to make any break funding payments owing to such Lender that are required under Section 5.02 of the Credit Agreement as a result
of the Revolving Loans and adjustments described in this Section 3.


 


Section
4.       Conditions Precedent. This Amendment shall be effective on the date that each of the following conditions
precedent is satisfied or waived in accordance with Section 12.02 of the Credit Agreement (the “Ninth Amendment Effective
Date”):


 


4.1       Counterparts.
Administrative Agent shall have received from the Lenders (including the New Lender), the Parent, the Borrower and Guarantors counterparts
(in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Persons.


 


4.2       Fees
and Expenses. The Borrower shall have paid to the Administrative Agent and the Lenders all fees required to be paid by
the Borrower (including pursuant to that certain Fee Letter dated on or about the date hereof between the Parent and the Administrative
Agent (the “Ninth Amendment Fee Letter”), and all expenses required to be paid by the Borrower under Section
12.03 of the Credit Agreement (other than fees of counsel to the Administrative Agent).


 






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4.3       Documentary
Conditions.


 


(a)       The
Administrative Agent shall have received a certificate of the Secretary, an Assistant Secretary or another officer of each Credit
Party (a) setting forth (i) resolutions of its board of directors or other applicable governing body with respect to the authorization
of such Credit Party to execute and deliver this Amendment and the other Loan Documents to which it is a party and to enter into
the transactions contemplated in those documents, (ii) the directors and/or officers of such Credit Party (y) who are authorized
to sign the Loan Documents to which such Credit Party is a party and (z) who will, until removed from the board of directors or
replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby,
(iii) specimen signatures of such authorized directors and/or officers, and (iv) the articles or certificate of incorporation and
bylaws or memorandum and articles of association (or other organizational documents) of such Credit Party, certified as being true
and complete or (b) certifying that (i) there have been no changes to any of the organizational documents of such Credit Party
attached to the prior certificate of such Secretary, Assistant Secretary or other officer of such Credit Party and (ii) the resolutions
of such Credit Party attached to such prior certificate remain in full force and effect and authorize the execution and delivery
of this Amendment and the other Loan Documents to which such Credit Party is a party and its entry into the transactions contemplated
by such documents.


 


(b)       The
Administrative Agent shall have received certificates of the appropriate State agencies (or equivalent authority) and/or certificates
of foreign qualification with respect to the existence, qualification and good standing of the Credit Parties.


 


(c)       The
Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower in form and substance reasonably
satisfactory to the Administrative Agent certifying that, after giving effect to the transactions contemplated hereby, (i) the
aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or
any similar arrangement), at a fair valuation, of the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Credit
Parties on a consolidated basis, as the Debt becomes absolute and matures, (ii) each of the Credit Parties will not have incurred
or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account
the timing and amounts of cash to be received by each of the Credit Parties and the amounts to be payable on or in respect of its
liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar
arrangement) as such Debt becomes absolute and matures and (iii) each of the Credit Parties will not have (and will have no reason
to believe that it will have thereafter) unreasonably small capital for the conduct of its business.


 


(d)       Each
representation and warranty of the Parent and the Borrower contained in the Credit Agreement and the other Loan Documents is true
and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material
Adverse Effect, in which case it shall be true and correct in all respects) on the date hereof after giving effect to the amendments
set forth herein, except to the extent any such representations and warranties are expressly limited to an earlier date, in which
case, such representations and warranties shall continue to be true and correct in all material respects (except to the extent
any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and
correct in all respects) as of such specified earlier date.


 






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Section
5.       Post-Ninth Amendment Effective Date Conditions.
Promptly, and no later than November 24, 2017 (or such later date as the Administrative Agent may agree in its sole discretion):


 


(a)       The
Administrative Agent shall have received an opinion of (i) Gibson, Dunn & Crutcher LLP, special New York and Delaware counsel
to the Parent and the other Credit Parties, in form and substance satisfactory to the Administrative Agent, (ii) Walkers, Cayman
Islands legal counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and (iii) Dentons, special
Colombian counsel to the Parent and the other Credit Parties, in form and substance satisfactory to the Administrative Agent; and


 


(b)       The
Administrative Agent shall have received duly executed Notes and Colombian Notes payable to each Lender (including the New Lender)
in a principal amount equal to its Term Loan Commitment and Maximum Credit Amount after giving effect to this Amendment.


 


(c)       The
Administrative Agent shall have received duly executed Colombian Security Documents reflecting updates necessary under Colombian
law to perfect the Liens granted in favor of the Administrative Agent in the Collateral to reflect the transactions contemplated
by this Amendment, in form and substance acceptable to the Administrative Agent.


 


Notwithstanding
anything in the Credit Agreement to the contrary, any breach of this Section 5 shall be an immediate Event of Default.


 


Section
6.       Representations and Warranties of Borrower.
To induce the Lenders and Administrative Agent to enter into this Amendment, each Credit Party hereby represents and warrants to
Lenders and Administrative Agent as follows: 


 


6.1       Reaffirmation
of Loan Documents; Extension of Liens. Any and all of the terms and provisions of the Credit Agreement and the other Loan
Documents shall, except as amended hereby, remain in full force and effect. The Credit Parties hereby extend the Liens securing
the Secured Obligations until the Secured Obligations have been paid in full, and agrees that the amendments and waivers herein
contained shall in no manner affect or impair the Secured Obligations or the Liens securing payment and performance thereof, all
of which are ratified and confirmed.


 


6.2       Reaffirm
Existing Representations and Warranties. Each representation and warranty of such Credit Party contained in the Credit
Agreement and the other Loan Documents is true and correct in all material respects (except to the extent any such representation
or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects)
on the date hereof after giving effect to the amendments set forth herein, except to the extent any such representations and warranties
are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct
in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material Adverse
Effect, in which case it shall be true and correct in all respects) as of such specified earlier date.


 






    	 	4	 



     


    

 


6.3       Due
Authorization; No Conflict. The execution, delivery and performance by Borrower of this Amendment are within such Credit
Party’s organizational powers and have been duly authorized by all necessary corporate and, if required, stockholder or shareholder
action (including, without limitation, any action required to be taken by any class of directors of such Credit Party or any other
Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment). The execution, delivery
and performance by such Credit Party of this Amendment (a) do not require any consent or approval of, registration or filing with,
or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors,
whether interested or disinterested, of the Parent, such Credit Party or any other Person), nor is any such consent, approval,
registration, filing or other action necessary for the validity or enforceability of this Amendment, except such as have been obtained
or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would
not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect
on the enforceability of this Amendment, (b) will not violate any applicable law or regulation or the charter, by-laws or other
organizational documents of such Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default
under any Material Document or any indenture, agreement or other instrument binding upon such Credit Party or its Properties, or
give rise to a right thereunder to require any payment to be made such Credit Party, and (d) will not result in the creation or
imposition of any Lien on any Property of any Credit Party (other than the Liens created by the Loan Documents).


 


6.4       Validity
and Enforceability. This Amendment constitutes a legal, valid and binding obligation of such Credit Party, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


6.5       Acknowledgment
of No Defenses. Such Credit Party acknowledges that it has no defense to (a) such Credit Party’s obligation to pay
the Obligations when due, or (b) the validity, enforceability or binding effect against such Credit Party of the Credit Agreement
or any of the other Loan Documents (to the extent a party thereto) or any Liens intended to be created thereby.


 


Section
7.       Miscellaneous.


 


7.1       Reaffirmation
of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except
as amended and modified hereby, remain in full force and effect. This Amendment shall not limit or impair any Liens securing the
Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as it may be increased pursuant
hereto. This Amendment constitutes a Loan Document.


 


7.2       Parties
in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


7.3       Counterparts.
This Amendment may be executed in counterparts, including, without limitation, by electronic signature, and all parties need not
execute the same counterpart; however, no party shall be bound by this Amendment until each Credit Party, the Administrative Agent
and the Lenders have executed a counterpart. Facsimiles or other electronic transmissions (e.g. pdfs) of such executed counterparts
shall be effective as originals.


 






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7.4       Complete
Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.


 


7.5       Headings.
The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.


 


7.6       Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized officers on the date and year first above
written.


 


[Signature pages to follow]


 




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	BORROWER:	 	gran tierra energy international holdings ltd.
	 	 	 	 
	 	 	By:	/s/ Adrian Coral
	 	 	Name:	Adrian Coral
	 	 	Title:	President and Director
	 	 	 	 
	PARENT:	 	GRAN TIERRA ENERGY INC.
	 	 	 	 
	 	 	By:	/s/ Gary S. Guidry
	 	 	Name:	Gary S. Guidry
	 	 	Title:	President and Chief Executive Officer


 


Signature Page – Ninth Amendment


 






    	 	 	 



     


    

 


	ADMINISTRATIVE AGENT:  	 	THE BANK OF NOVA SCOTIA,
	 	 	 	 
	 	 	By:	/s/ Brent Davis
	 	 	Name:	Brent Davis
	 	 	Title:	Director, International Banking
	 	 	 	 
	 	 	By:	/s/ Enrique Lopez
	 	 	Name:	Enrique Lopez
	 	 	Title:	Vice-President, International Banking


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	LENDERS:	 	THE BANK OF NOVA SCOTIA, as a Lender
	 	 	 	 
	 	 	By:	/s/ Brent Davis
	 	 	Name:	Brent Davis
	 	 	Title:	Director, International Banking
	 	 	 	 
	 	 	By:	/s/ Enrique Lopez
	 	 	Name:	Enrique Lopez
	 	 	Title:	Vice-President, International Banking


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	 	 	SOCIÉTÉ GÉNÉRALE,
	 	 	as a Lender
	 	 	 	 
	 	 	By:	/s/ Max Sonnonstine
	 	 	Name:	Max Sonnonstine
	 	 	Title:	Director


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


 


	 	 	HSBC BANK CANADA,
	 	 	as a Lender
	 	 	 	 
	 	 	By:	/s/ Duncan Levy
	 	 	Name:	Duncan Levy
	 	 	Title:	Director, Global Banking
	 	 	 	 
	 	 	By:	/s/ Dieter Stefely
	 	 	Name:	Dieter Stefely
	 	 	Title:	Director, Banking, HSBC Bank Canada
	 	 	Signature #048455 (A)


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	 	 	EXPORT DEVELOPMENT CANADA,
	 	 	as a Lender
	 	 	 	 
	 	 	By:	/s/ Trystan Glynn-Morris
	 	 	Name:	Trystan Glynn-Morris
	 	 	Title:	Senior Associate
	 	 	 	Structured and Project Finance
	 	 	 	 
	 	 	By:	/s/ Frank Kelly
	 	 	Name:	Frank Kelly
	 	 	Title:	Director, Extractive Industries
	 	 	 	Structured and Project Finance


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	 	 	NATIXIS, NEW YORK BRANCH,
	 	 	as a Lender
	 	 	 	 
	 	 	By:	/s/ Morvan Mallegol
	 	 	Name:	Morvan Mallegol
	 	 	Title:	Director
	 	 	 	 
	 	 	By:	/s/ Paul Goncharoff
	 	 	Name:	Paul Goncharoff
	 	 	Title:	Vice President


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	 	 	ROYAL BANK OF CANADA,
	 	 	as a Lender
	 	 	 	 
	 	 	By:  	/s/ Maria E. Hushovd
	 	 	Name:	Maria E. Hushovd
	 	 	Title:	Authorized Signatory


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


	 	 	CANADIAN IMPERIAL BANK OF COMMERCE,
	 	 	as a New Lender
	 	 	 	 
	 	 	By:  	/s/ Randy Geislinger
	 	 	Name:	Randy Geislinger
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	By:  	/s/ Adam Fellows
	 	 	Name:	Adam Fellows
	 	 	Title:	Director


 


Signature Page – Ninth Amendment


 




    	 	 	 



     


    

 


Each of the undersigned
Guarantors (i) consents and agrees to this Amendment, and (ii) agrees that the Loan Documents and Security Instruments to which
it is a party (including, without limitation, the Guaranty Agreement, dated as of September 18, 2015, each as amended, modified
or supplemented) shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the
undersigned, enforceable against it in accordance with its terms.


 


	 	 	CONSENTED, ACKNOWLEDGED AND AGREED TO BY:
	 	 	 	 
	 	 	GRAN TIERRA ENERGY INC.
	 	 	 	 
	 	 	By:	/s/ Gary S. Guidry
	 	 	Name:	 Gary S. Guidry
	 	 	Title:	President  and Chief Executive Officer
	 	 	 	 
	 	 	GRAN TIERRA ENERGY COLOMBIA, LTD.
	 	 	 	 
	 	 	By:	/s/ Adrian Coral
	 	 	Name:	 Adrian Coral
	 	 	Title:	 General Manager and Legal Representative
	 	 	 	 
	 	 	ARGOSY ENERGY, LLC
	 	 	 	 
	 	 	By:	/s/ Adrian Coral
	 	 	Name:	Adrian Coral
	 	 	Title:	General Manager and Legal Representative
	 	 	 	 
	 	 	GRAN TIERRA RESOURCES LIMITED
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer
	 	 	 	 
	 	 	GRAN TIERRA EXCHANGECO INC.
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer


 


Signature Page to Guarantor’s Reaffirmation
– Ninth Amendment


 




    	 	 	 



     


    




 


	 	 	1203647 ALBERTA INC.
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer
	 	 	 	 
	 	 	GRAN TIERRA CALLCO ULC
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer
	 	 	 	 
	 	 	GRAN TIERRA GOLDSTRIKE INC.
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer
	 	 	 	 
	 	 	GRAN TIERRA ENERGY CANADA ULC
	 	 	 	 
	 	 	By:	/s/ Ryan Ellson
	 	 	Name:	Ryan Ellson
	 	 	Title:	Director and Chief Financial Officer
	 	 	 	 
	 	 	GRAN TIERRA ENERGY CAYMAN ISLANDS INC.
	 	 	 	 
	 	 	By:	/s/ Adrian Coral
	 	 	Name:	Adrian Coral
	 	 	Title:	Director and President
	 	 	 	 
	 	 	PETROLIFERA PETROLEUM (COLOMBIA) LIMITED
	 	 	 	 
	 	 	By:	/s/ Adrian Coral
	 	 	Name:	Adrian Coral
	 	 	Title:	Director and President
	 	 	 	 
	 	 	GRAN TIERRA COLOMBIA INC.
	 	 	 	 
	 	 	By: 	/s/ Adrian Coral
	 	 	Name:	Adrian Coral
	 	 	Title:	Director and President


 


Signature Page to Guarantor’s Reaffirmation
– Ninth Amendment


 






    	 	 	 



     


    






  


EXHIBIT A TO NINTH AMENDMENT


 


CONFORMED CREDIT AGREEMENT


 


 






 


CREDIT AGREEMENT


 


Dated as of September 18, 2015


 


among


 


GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS
LTD.,

as Borrower


 


GRAN TIERRA ENERGY INC.,

as Parent


 


The
Bank of Nova Scotia,

as Administrative Agent and Global Coordinator,


 


THE BANK OF NOVA SCOTIA and SOCIÉTÉ
GÉNÉRALE,

as Joint Lead Arrangers and Joint Bookrunners


 


For the Revolving Loans


 


and


 


The Lenders Party Hereto


 




     


     


    

  


TABLE OF CONTENTS


 


	 	 	Page No.
	 	 	 
	Article I Definitions and Accounting Matters	1
	 	 	 
	Section 1.01	Terms Defined Above	1
	 	 	 
	Section 1.02	Certain Defined Terms	1
	 	 	 
	Section 1.03	Types of Loans and Borrowings	36
	 	 	 
	Section 1.04	Terms Generally; Rules of Construction	37
	 	 	 
	Section 1.05	Accounting Terms and Determinations; GAAP	37
	 	 	 
	Section 1.06	Oil and Gas Definitions	37
	 	 	 
	Article II The Credits 	38
	 	 	 
	Section 2.01	[Intentionally Omitted]	38
	 	 	 
	Section 2.02	Revolving Credit Commitments	38
	 	 	 
	Section 2.03	Loans and Borrowings	38
	 	 	 
	Section 2.04	Requests for Borrowings	39
	 	 	 
	Section 2.05	Interest Elections	40
	 	 	 
	Section 2.06	Funding of Borrowings	41
	 	 	 
	Section 2.07	Termination of Revolving Credit Commitments and Termination and Reduction of Aggregate Maximum Revolving Credit Amounts	42
	 	 	 
	Section 2.08	Borrowing Base	42
	 	 	 
	Section 2.09	Letters of Credit	46
	 	 	 
	Section 2.10	Replacements of Lenders under Certain Circumstances	53
	 	 	 
	Article III Payments of Principal and Interest; Prepayments; Fees	53
	 	 	 
	Section 3.01	Repayment of Loans	53
	 	 	 
	Section 3.02	Interest	53
	 	 	 
	Section 3.03	Alternate Rate of Interest	54
	 	 	 
	Section 3.04	Prepayments	54
	 	 	 
	Section 3.05	Fees	56
	 	 	 
	Article IV Payments; Pro Rata Treatment; Sharing of Set-offs	58
	 	 	 
	Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	58
	 	 	 
	Section 4.02	Presumption of Payment by the Borrower	59
	 	 	 
	Section 4.03	Defaulting Lenders	59
	 	 	 
	Article V Increased Costs; Break Funding Payments; Taxes; Illegality	62
	 	 	 
	Section 5.01	Increased Costs	62


 




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	Section 5.02	Break Funding Payments	63
	 	 	 
	Section 5.03	Taxes	63
	 	 	 
	Section 5.04	Designation of Different Lending Office	66
	 	 	 
	Section 5.05	Illegality	66
	 	 	 
	Article VI Conditions Precedent	66
	 	 	 
	Section 6.01	Effective Date	66
	 	 	 
	Section 6.02	Each Credit Event	70
	 	 	 
	Section 6.03	Additional Conditions to Credit Events	71
	 	 	 
	Article VII Representations and Warranties	71
	 	 	 
	Section 7.01	Organization; Powers	71
	 	 	 
	Section 7.02	Authority; Enforceability	71
	 	 	 
	Section 7.03	Approvals; No Conflicts	72
	 	 	 
	Section 7.04	Financial Condition; No Material Adverse Change	72
	 	 	 
	Section 7.05	Litigation	72
	 	 	 
	Section 7.06	Environmental Matters	73
	 	 	 
	Section 7.07	Compliance with the Laws and Agreements; No Defaults or Borrowing Base Deficiency	74
	 	 	 
	Section 7.08	Taxes	74
	 	 	 
	Section 7.09	Employee Benefit Arrangements	75
	 	 	 
	Section 7.10	Disclosure; No Material Misstatements	75
	 	 	 
	Section 7.11	Insurance	75
	 	 	 
	Section 7.12	[Intentionally Omitted]	75
	 	 	 
	Section 7.13	Subsidiaries	75
	 	 	 
	Section 7.14	Location of Business and Offices	76
	 	 	 
	Section 7.15	Properties; Titles, Etc	76
	 	 	 
	Section 7.16	Maintenance of Properties	77
	 	 	 
	Section 7.17	Marketing of Production	77
	 	 	 
	Section 7.18	Swap Agreements and Qualified ECP Guarantor	78
	 	 	 
	Section 7.19	Use of Loans and Letters of Credit	78
	 	 	 
	Section 7.20	Solvency	78
	 	 	 
	Section 7.21	Material Documents	78
	 	 	 
	Section 7.22	Ranking	79
	 	 	 
	Section 7.23	Anti-Corruption Laws and Sanctions	79
	 	 	 
	Section 7.24	Anti-Terrorism Laws/OFAC	79
	 	 	 
	Section 7.25	Foreign Exchange Special Regime	80


 




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	Section 7.26	Investment Company Act	80
	 	 	 
	Article VIII Affirmative Covenants	80
	 	 	 
	Section 8.01	Financial Statements; Other Information	80
	 	 	 
	Section 8.02	Notices of Material Events	84
	 	 	 
	Section 8.03	Existence; Conduct of Business	85
	 	 	 
	Section 8.04	Payment of Tax Obligations	85
	 	 	 
	Section 8.05	Performance of Obligations under Loan Documents	85
	 	 	 
	Section 8.06	Operation and Maintenance of Properties; Subordination of Operator’s Liens	85
	 	 	 
	Section 8.07	Insurance	86
	 	 	 
	Section 8.08	Books and Records; Inspection Rights	87
	 	 	 
	Section 8.09	Compliance with Laws	87
	 	 	 
	Section 8.10	Environmental Matters	87
	 	 	 
	Section 8.11	Further Assurances	88
	 	 	 
	Section 8.12	Reserve Reports	89
	 	 	 
	Section 8.13	Title Information	90
	 	 	 
	Section 8.14	Guaranty; Collateral	91
	 	 	 
	Section 8.15	Unrestricted Subsidiaries	92
	 	 	 
	Article IX Negative Covenants	93
	 	 	 
	Section 9.01	Financial Covenants	93
	 	 	 
	Section 9.02	Debt	94
	 	 	 
	Section 9.03	Liens	95
	 	 	 
	Section 9.04	Restricted Payments; Repayment of Senior Debt; Amendments to Terms of Senior Debt	96
	 	 	 
	Section 9.05	Investments, Loans and Advances	98
	 	 	 
	Section 9.06	Nature of Business; Unrestricted Subsidiaries	100
	 	 	 
	Section 9.07	Limitation on Leases	101
	 	 	 
	Section 9.08	Proceeds of Notes	101
	 	 	 
	Section 9.09	Sale or Discount of Receivables	101
	 	 	 
	Section 9.10	Mergers, Etc	102
	 	 	 
	Section 9.11	Disposition of Properties	102
	 	 	 
	Section 9.12	Environmental Matters	104
	 	 	 
	Section 9.13	Transactions with Affiliates	104
	 	 	 
	Section 9.14	Restrictive Agreements	105
	 	 	 
	Section 9.15	Swap Agreements	105


 




    	 	iii	 



     


    

  


	Section 9.16	Material Documents	106
	 	 	 
	Section 9.17	Marketing Activities	106
	 	 	 
	Section 9.18	Sanctions	106
	 	 	 
	Section 9.19	Anti-Corruption Laws	106
	 	 	 
	Article X Events of Default; Remedies	107
	 	 	 
	Section 10.01	Events of Default	107
	 	 	 
	Section 10.02	Remedies	109
	 	 	 
	Article XI The Agents	111
	 	 	 
	Section 11.01	Appointment; Powers	111
	 	 	 
	Section 11.02	Duties and Obligations of Administrative Agent	111
	 	 	 
	Section 11.03	Action by Administrative Agent	112
	 	 	 
	Section 11.04	Reliance by Administrative Agent	113
	 	 	 
	Section 11.05	Subagents	113
	 	 	 
	Section 11.06	Resignation or Removal of Administrative Agent	113
	 	 	 
	Section 11.07	Agents as Lenders	113
	 	 	 
	Section 11.08	No Reliance	114
	 	 	 
	Section 11.09	Administrative Agent May File Proofs of Claim	114
	 	 	 
	Section 11.10	Withholding Tax	115
	 	 	 
	Section 11.11	Authority of Administrative Agent to Release Collateral and Liens	115
	 	 	 
	Section 11.12	Colombian Security Documents	117
	 	 	 
	Section 11.13	Global Coordinator, Mandated Lead Arranger, Lead Manager and the Arrangers	117
	 	 	 
	Section 11.14	Intercreditor Agreement.	117
	 	 	 
	Article XII Miscellaneous	118
	 	 	 
	Section 12.01	Notices	118
	 	 	 
	Section 12.02	Waivers; Amendments	119
	 	 	 
	Section 12.03	Expenses, Indemnity; Damage Waiver	121
	 	 	 
	Section 12.04	Successors and Assigns	123
	 	 	 
	Section 12.05	Survival; Revival; Reinstatement	127
	 	 	 
	Section 12.06	Counterparts; Integration; Effectiveness	127
	 	 	 
	Section 12.07	Severability	128
	 	 	 
	Section 12.08	Right of Setoff	128
	 	 	 
	Section 12.09	Governing law; Jurisdiction; Consent to Service of Process	128
	 	 	 
	Section 12.10	Headings	130
	 	 	 
	Section 12.11	Confidentiality	130


 




    	 	iv	 



     


    

  


	Section 12.12	Interest Rate Limitation	131
	 	 	 
	Section 12.13	Judgment Currency	131
	 	 	 
	Section 12.14	Exculpation Provisions	132
	 	 	 
	Section 12.15	Collateral Matters; Secured Swap Agreements and Specified Cash Management Agreements	132
	 	 	 
	Section 12.16	Collateral Assignment of Swap Agreements	132
	 	 	 
	Section 12.17	No Third Party Beneficiaries	133
	 	 	 
	Section 12.18	USA Patriot Act Notice	133
	 	 	 
	Section 12.19	English Language	134
	 	 	 
	Section 12.20	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	134
	 	 	 
	Section 12.21	Security Trustee	134


 




    	 	v	 



     


    

  


ANNEXES, EXHIBITS AND SCHEDULES


 


	‎Annex I	List of Maximum Credit Amounts
	‎Exhibit A-1	Form of Revolving Credit Note
	‎Exhibit A-2	[Reserved]
	‎Exhibit B	Form of Borrowing Request
	‎Exhibit C	Form of Interest Election Request
	‎Exhibit D	Form of Compliance Certificate
	‎Exhibit E	Security Instruments
	‎Exhibit F	Form of Assignment and Assumption
	‎Exhibit G	Petrolatina Constitutional Document Amendments


 


	Schedule ‎1.02(a)	Hydrocarbon Properties/Concession Agreements
	Schedule ‎1.02(b)	Eligible Buyers
	Schedule ‎1.02(c)	Offtake Agreements
	Schedule ‎1.02(d)	Guarantors
	Schedule ‎7.05	Litigation
	Schedule ‎7.06	Environmental Matters
	Schedule ‎7.13	Subsidiaries
	Schedule ‎7.18	Swap Agreements
	Schedule ‎9.03	Liens
	Schedule ‎9.05	Investments
	Schedule ‎9.13	Transactions with Affiliates


 




    	 	vi	 



     


    

 


THIS CREDIT AGREEMENT
dated as of September 18, 2015, is among: GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD., an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the “Borrower”); GRAN TIERRA ENERGY INC., a corporation
duly formed and existing under the laws of the State of Delaware (the “Parent”); each of the Lenders from time
to time party hereto; THE BANK OF NOVA SCOTIA (in its individual capacity, “Scotiabank”), as administrative
agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”)
and as global coordinator (in such capacity, together with its successors in such capacity, the “Global Coordinator”);
and the other agents and lenders party hereto.


 


RECITALS


 


A.           The
Borrower and the Parent have requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower.


 


B.           The
Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.


 


C.            In
consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:


 


Article I

Definitions and Accounting Matters


 


Section 1.01         Terms
Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.


 


Section 1.02         Certain
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“1203647 Alberta
Inc.” means 1203647 Alberta Inc., a corporation organized under the laws of the Province of Alberta.


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Adjusted
Consolidated Net Income” means, for any period, the sum of Consolidated Net Income for such period plus the following
expenses or charges to the extent such expenses or charges reduced Consolidated Net Income for such period: depreciation, depletion,
amortization, exploration expenses and all other noncash charges, minus all noncash income added to Consolidated Net Income.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve
Rate.


 




    	 	1	 



     


    

 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affected
Loans” has the meaning assigned such term in ‎Section 5.05.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the specified Person.


 


“Agents”
means, collectively, the Administrative Agent and the Global Coordinator; and “Agent” means either the Administrative
Agent or the Global Coordinator, as the context requires.


 


“Aggregate
Maximum Revolving Credit Amounts” at any time shall equal the sum of the Maximum Revolving Credit Amounts, as the same
may be reduced or terminated pursuant to ‎Section 2.07. On the Effective Date, the Aggregate Maximum Revolving
Credit Amounts is $500,000,000.


 


“Agreement”
means this Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a
one-month Interest Period on such day (or if such day is not a Banking Day, the immediately preceding Banking Day) plus 1%, provided
that the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject
to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an
alternate rate of interest pursuant to ‎Section 3.03, then the Alternate Base Rate shall be the greater of
clause ‎(a) and ‎(b) above and shall be determined without reference to clause ‎(c)
above.


 


“ANH”
means Agencia Nacional de Hidrocarburos.


 


“Anti-Corruption
Laws” means the FCPA, the UK Bribery Act of 2010, and all similar laws, rules, and regulations of any Governmental Authority
having jurisdiction over any Credit Party from time to time concerning or relating to bribery or corruption.


 


“Anti-Money
Laundering Laws” shall mean all applicable financial recordkeeping and reporting requirements and the money laundering
statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case
are issued, administered or enforced by any governmental agency having jurisdiction over any Credit Party, or to which any Credit
Party is subject.


 




    	 	2	 



     


    

 


“Anti-Terrorism
Laws” shall mean any requirement of Law related to terrorism financing or money laundering, including the Patriot Act,
The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330
and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended),
and Executive Order 13224 (effective September 24, 2001).


 


“Applicable
Margin” means, for any day, with respect to the Revolving Credit Commitment Fee Rate, any ABR Revolving Loan or Eurodollar
Revolving Loan, as the case may be, the rate per annum set forth in the Senior Secured Leverage Ratio Grid below based upon the
Senior Secured Leverage Ratio then in effect:


 


	Senior Secured Leverage Ratio Grid	 	 
	Senior Secured Leverage Ratio	 	<1.00 to 1.00	 	≥1.00 to 1.00, but
 <1.50 to 1.00
	 	≥1.50 to 1.00, but
 <2.00 to 1.00
	 	≥2.00 to 1.00, but
 <2.50 to 1.00
	 	≥2.50 to 1.00, but 
 <2.75 to 1.00 
	 	≥2.75
to 1.00, 

	ABR Loan Margin	 	1.15%	 	1.40%	 	1.65%	 	1.90%	 	2.15%	 	2.65%
	Eurodollar Loan Margin	 	2.15%	 	2.40%	 	2.65%	 	2.90%	 	3.15%	 	3.65%
	Revolving Credit Commitment Fee Rate	 	0.5375%	 	0.6000%	 	0.6625%	 	0.7250%	 	0.7875%	 	0.9125%



 


Any increase or decrease
in the Applicable Margin resulting from a change in the Senior Secured Leverage Ratio shall become effective as of the first Business
Day immediately following the date of delivery of a compliance certificate pursuant to ‎Section 8.01(c); provided,
however, that if any such compliance certificate is not delivered when due in accordance with such ‎Section 8.01(c),
then the Applicable Margin shall be set as if the Senior Secured Leverage Ratio was ≥2.75 to 1.00 and shall continue to so apply
to and including the date on which such compliance certificate is so delivered pursuant to Section 8.01(c). The Applicable
Margin in effect on the Ninth Amendment Effective Date shall be based on a Senior Secured Leverage Ratio of under 1.00 to 1.00
until the first calculation date following the Ninth Amendment Effective Date.


 




    	 	3	 



     


    

 


In the event that any
financial statements under Section 8.01 or a compliance certificate pursuant to ‎Section 8.01(c) is
shown to be inaccurate at any time that this Agreement is in effect and any Loans or Revolving Credit Commitments are outstanding
hereunder when such inaccuracy is discovered prior to the date on which all Loans have been repaid and all or Revolving Credit
Commitments have been terminated, and such inaccuracy, if corrected, would have led to a higher Applicable Margin for any period
(an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower
shall promptly (and in no event later than three (3) Business Days thereafter) deliver to the Administrative Agent a correct compliance
certificate pursuant to ‎Section 8.01(c) for such Applicable Period, (ii) the Applicable Margin shall be determined
by reference to the corrected compliance certificate pursuant to ‎Section 8.01(c) (but in no event shall the
Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon demand (and
in no event later than three (3) Business Days after demand) any additional interest owing as a result of such increased Applicable
Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms
hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable
until demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as
a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall
be deemed overdue, at any time prior to the date that is three (3) Business Days following such demand.


 


“Applicable
Revolving Credit Percentage” means, with respect to any Revolving Credit Lender, the percentage of the Aggregate Maximum
Revolving Credit Amounts represented by such Revolving Credit Lender’s Maximum Revolving Credit Amount; provided that
if the Revolving Credit Commitments are terminated in full or have expired, the Applicable Revolving Credit Percentages shall be
determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.


 


“Approved
Counterparty” means any Lender or any Affiliate of a Lender.


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Approved
Petroleum Engineers” means (a) GLJ Petroleum Consultants Ltd., (b) McDaniel & Associates Consultants, (c) Netherland
Sewell & Associates, Inc., and (d) any other independent petroleum engineers reasonably acceptable to the Administrative Agent.


 


“Arrangers”
means, collectively, The Bank of Nova Scotia and Société Générale, in their capacities as the joint
lead arrangers and joint bookrunners hereunder with respect to the Revolving Loans.


 


“ASC”
means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by ‎Section 12.04(b)), and accepted by the Administrative Agent, in the form
of ‎Exhibit F or any other form approved by the Administrative Agent.


 


“Availability
Period” means the period from and including the Effective Date to but excluding the Revolving Loan Termination Date.


 




    	 	4	 



     


    

 


“Available
Amount” means, at any date of determination, an aggregate amount equal to (a) the amount equal to the sum, determined
on a cumulative basis, of (i) the Available Amount Cap, plus (ii) the amount of cash distributions received by the Parent,
the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary to the extent such distributions are, within 180 days
from the date of receipt thereof, invested in Investments permitted by Sections 9.05(h),(j) or (l); minus (a) the amount
of dollars used to make Investments to pursuant to Section 9.05(e)(ii) (exclusive of any amounts of such Investments in
which the Administrative Agent has a first priority perfected security interest) or ‎Section 9.05(l).


 


“Available
Amount Cap” means, at any date of determination, the lesser of (a) $250,000,000.00 and (b) an aggregate amount,
not less than zero, determined on a cumulative basis equal to (i) $150,000,000.00 and (ii) (X) plus (if such number is
positive) 25% of Adjusted Consolidated Net Income or (Y) minus (if such number is negative) 100% of Adjusted Consolidated
Net Income, in either case, for the period (taken as one accounting period) from October 1, 2017 to the end of the fiscal quarter
most recently ended in respect of which a compliance certificate has been delivered as required pursuant to ‎Section 8.01(c).


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation.


 


“Banking Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Toronto are authorized
or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal
of or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect
to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which
banks are open for dealings in US Dollar deposits in the London interbank market.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further,
that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 




    	 	5	 



     


    

 


“Bermuda Security
Documents” means, collectively, each of the following documents:


 


(a)          a
deed of charge agreement executed and delivered by Gran Tierra Energy Colombia to the Administrative Agent dated as of the Effective
Date (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time), in form and substance
satisfactory to the Administrative Agent;


 


(b)          a
deed of charge agreement executed and delivered by Petrolifera to the Administrative Agent dated as of the Effective Date (as the
same may be amended, restated, replaced, supplemented or otherwise modified from time to time), in form and substance satisfactory
to the Administrative Agent;


 


(c)          the
Deposit Account Control Agreement (Gran Tierra Energy Colombia);


 


(d)          the
Deposit Account Control Agreement (Petrolifera); and


 


(e)          any
other documents reasonably required by the Administrative Agent to be executed in connection with the creation, attachment and/or
perfection under the laws of Bermuda of the security interests to be granted pursuant to the aforementioned security documents
or any of the other Security Instruments.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.


 


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.


 


“Borrowing
Base” means at any time an amount equal to the amount determined in accordance with ‎Section 2.08,
as the same may be adjusted from time to time pursuant to ‎Section 9.11(d).


 


“Borrowing
Base Deficiency” occurs if at any time the total Revolving Credit Exposures exceeds the Borrowing Base then in effect.


 


“Borrowing
Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is
the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect
on such day.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with ‎Section 2.04.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Toronto, Calgary
or Bogota, Colombia are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation
of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar
Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest
Period, any day which is also a day on which banks are open for dealings in US Dollar deposits in the London interbank market.


 




    	 	6	 



     


    

 


“Canadian
Security Documents” means, collectively, each of the following documents:


 


(a)          a
general security agreement executed and delivered by each of the Parent, Solana Resources Limited, Gran Tierra Exchangeco Inc.,
Gran Tierra Callco ULC, 1203647 Alberta Inc., Gran Tierra Goldstrike Inc. and Gran Tierra Energy Canada ULC in favour of the Administrative
Agent (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time), in form and substance
satisfactory to the Administrative Agent;


 


(b)          one
or more securities pledge agreements executed and delivered by Parent, Gran Tierra Exchangeco Inc., Gran Tierra Callco ULC, 1203647
Alberta Inc., Gran Tierra Goldstrike Inc. and Gran Tierra Energy Cayman Islands Inc., respecting all of the issued and outstanding
shares in Gran Tierra Callco ULC, 1203647 Alberta Inc., Solana Resources Limited, Gran Tierra Exchangeco Inc., Gran Tierra Goldstrike
Inc. and Gran Tierra Energy Canada ULC (as the same may be amended, restated, replaced, supplemented or otherwise modified from
time to time), in form and substance satisfactory to the Administrative Agent; and


 


(c)          any
other documents reasonably required by the Administrative Agent to be executed in connection with the creation, attachment and/or
perfection under the laws of Canada or any province thereof of the security interests to be granted pursuant to the aforementioned
security documents or any of the other Security Instruments.


 


“Capital Leases”
means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital
leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder; provided
that any lease entered into prior to or after the Closing Date that would have been considered an operating lease under the provisions
of GAAP in effect as of December 31, 2016 shall be treated as an operating lease for all purposes under this Agreement, notwithstanding
any changes to GAAP that occur after December 31, 2016.


 


“Cash Collateral”
has the meaning assigned such term in ‎Section 2.09(j)(ii).


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent (as a first priority, perfected security interest), for
the benefit of the Issuing Bank, Cash Equivalents or cash in US Dollars, at a location and pursuant to documentation in form and
substance satisfactory to the Administrative Agent. “Cash Collateralized” has a correlative meaning.


 


“Cash Equivalents”
means any Investment of the types described in ‎Section 9.05(c) through ‎(f), and any other
Investments of a similar nature approved by the Administrative Agent in its sole discretion.


 


“Casualty
Event” means any loss, casualty or other damage to, or any nationalization, taking under power of eminent domain or by
condemnation, seizure, taking or similar proceeding of, any Property of any Credit Party.


 




    	 	7	 



     


    

 


“Cayman Security
Documents” means, collectively, each of the following documents:


 


(a)          equitable
mortgages over the shares of the Borrower, Petrolifera, and Gran Tierra Energy Cayman Islands Inc., together with all annexures
thereto, governed by the laws of the Cayman Islands (as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time), in form and substance satisfactory to the Administrative Agent;


 


(b)          equitable
mortgages over the shares of Gran Tierra (PUT-7) Limited and Gran Tierra Colombia Inc., each dated June 30, 2016, together with
all annexures thereto, governed by the laws of the Cayman Islands (as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time), in form and substance satisfactory to the Administrative Agent; and


 


(c)          any
other documents reasonably required by the Administrative Agent to be executed in connection with the creation, attachment and/or
perfection under the laws of Cayman Islands of the security interests to be granted pursuant to the aforementioned security documents
or any of the other Security Instruments.


 


“Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof), of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Parent, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by
directors so nominated, (c) the failure of the Parent to own, directly or indirectly, 100% of the issued and outstanding Equity
Interests of the Borrower, (d) the Borrower shall cease to be Controlled by the Parent, or (e) any Fundamental Change
occurs.


 


“Change in
Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of ‎Section 5.01(b)),
by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of
this Agreement; provided that notwithstanding anything herein to the contrary (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, or
in implementation thereof and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by
the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor
similar authority) or the United States or Canadian financial regulatory authorities, in each case pursuant to Basel III,
shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated, issued or implemented.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended from time to time (except as otherwise provided in the definition
of “FATCA”), and the regulations promulgated thereunder.


 




    	 	8	 



     


    

 


“Collateral”
means all the “Collateral” and “Derechos”, in each case, as defined in the applicable Security
Instruments and all other Property, now owned or hereafter acquired on which Liens have been granted (or are required to have been
granted) to the Administrative Agent, for the benefit of the Secured Parties, or to each Secured Party, as applicable, to secure
the Secured Obligations; provided that “Collateral” shall exclude any “Excluded Property” as defined
in the Guaranty Agreement.


 


“Collateral
Account” has the meaning assigned such term in ‎Section 2.09(j)(ii).


 


“Collection
Account” means a deposit account approved by the Administrative Agent, and maintained with Scotiabank, as depositary
(or its successors in such capacity), or HSBC Bank Bermuda Limited or one or more other banks satisfactory to the Administrative
Agent.


 


“Colombia”
means The Republic of Colombia.


 


“Colombian
Branches” means, collectively, (a) Petrolifera Petroleum (Colombia) Limited, the Colombian branch office of Petrolifera,
and (b) Gran Tierra Energy Colombia, Ltd., the Colombian branch office of Gran Tierra Energy Colombia.


 


“Colombian
Hydrocarbon Properties” means (a) as of the Ninth Amendment Effective Date, the Hydrocarbon Interests set forth
on Schedule ‎1.02(a); and (b) from time to time and at any time after the Effective Date, all Hydrocarbon
Interests in Colombia in which the Borrower or any Restricted Subsidiary shall have an interest and that have been included in
the Borrowing Base.


 


“Colombian
Notes” means the Colombian law pagarés with blank spaces and their corresponding letters of instruction, issued
by the Borrower and described in ‎Section 2.03(d), in form and substance satisfactory to the Administrative
Agent, together with all amendments, modifications, replacements, extensions and rearrangements thereof.


 


“Colombian
Oil and Gas Properties” means Oil and Gas Properties of the Credit Parties located in Colombia.


 


“Colombian
Pesos” refers to lawful money of Colombia.


 


“Colombian
Peso Offtake Agreements” means any Offtake Agreements pursuant to which payments are made by the applicable Eligible
Buyer in Colombian Pesos; provided, that the payments made by the Eligible Buyers thereunder do not exceed, in the aggregate,
an amount equal to the Colombian Peso equivalent of an amount equal to 2.5% of the aggregate purchase price paid to the Parent
and its Restricted Subsidiaries from sales of Hydrocarbons during any 12 month period.


 


“Colombian
Security Documents” means, collectively, each of the following documents:


 


(a)          a
security agreement (garantía mobiliaria) over the economic rights of Gran Tierra Energy Colombia and Petrolifera
in Colombia under each Concession Agreement to which it is a party in existence on the Effective Date, governed by the laws of
Colombia and dated on or about the Effective Date (as the same may be amended, restated, replaced, supplemented or otherwise modified
from time to time), in form and substance satisfactory to the Administrative Agent, granting in favor of the Administrative Agent
and each other Secured Party a first priority security interest in such rights; and


 




    	 	9	 



     


    

 


(b)          any
other documents reasonably required by the Administrative Agent to be executed in connection with the creation, attachment and/or
perfection under the laws of Colombia of the security interests to be granted pursuant to the aforementioned security documents
or any of the other Security Instruments.


 


“Commodity
Hedging Agreement” means (a) any swap, forward, cap, floor, collar or other similar transaction relating to the
price of any category of Hydrocarbons or any index calculated based on the price of one or more categories of Hydrocarbons, (b) any
option with respect to any of the foregoing transactions, (c) physical forward contracts for set prices; provided that
payment is not made prior to delivery and (d) any combination of the foregoing transactions.


 


“Concession
Agreements” means, collectively, (a) each Hydrocarbon concession, license, participation, exploration and production
contract, production sharing agreement or other similar agreement entered into between any Credit Party and any Governmental Authority
or other Person listed on Schedule ‎1.02(a), and (b) any other Hydrocarbon concession, license, participation,
exploration and production contract, production sharing agreement or other similar agreement entered into between any Credit Party
and any Governmental Authority or other Person, as each such agreement may be amended, restated, supplemented, replaced or otherwise
modified in accordance with this Agreement.


 


“Consolidated
Net Income” means with respect to the Parent and the Consolidated Restricted Subsidiaries, for any period, the aggregate
of the net income (or loss) of the Parent and the Consolidated Restricted Subsidiaries after allowances for Taxes for such period
determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to
the extent otherwise included therein) the following: (a) the net income of any Person in which the Parent or any Consolidated
Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with
the net income of the Parent and the Consolidated Restricted Subsidiaries in accordance with GAAP), except to the extent of the
amount of dividends or distributions actually paid in cash during such period by such other Person to the Parent or to a Consolidated
Restricted Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Restricted
Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated
Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental
Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise restricted or prohibited, in each case determined
in accordance with GAAP; (c) the net income (or deficit) of any Person accrued prior to the date it becomes a Consolidated
Restricted Subsidiary or is merged into or consolidated with the Parent or any of its Consolidated Restricted Subsidiaries; (d) any
extraordinary non-cash gains or losses during such period and (e) any gains or losses attributable to writeups or writedowns
of assets, including ceiling test writedowns; and provided, further that if a Material Acquisition or Material Disposition
shall occur during such period (or, with respect to any pro forma calculation pursuant to this Agreement, after the end of such
period but prior to or substantially simultaneously with the date on which such pro forma calculation is made), then Consolidated
Net Income shall be calculated after (x) at the option of the Borrower, giving pro forma effect to such Material Acquisition or
(y) giving pro forma effect to such Material Disposition as if such Material Acquisition or Material Disposition had occurred on
the first day of such period.


 




    	 	10	 



     


    

 


“Consolidated
Restricted Subsidiaries” means each Restricted Subsidiary of the Parent which is a Consolidated Subsidiary.


 


“Consolidated
Subsidiaries” means each Subsidiary of the Parent (whether now existing or hereafter created or acquired) the financial
statements of which shall be (or should have been) consolidated with the financial statements of the Parent in accordance with
GAAP.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Convertible
Senior Notes” means any Senior Debt that is convertible into, or exchangeable for, Equity Interests constituting common
stock of any Credit Party.


 


“Convertible
Senior Notes Documents” shall mean, collectively, any notes evidencing any Convertible Senior Notes, any Convertible
Senior Notes Indenture, and all other agreements, documents and instruments now or at any time executed and delivered by the Parent
or any other Credit Party in connection with any Convertible Senior Notes.


 


“Convertible
Senior Notes Indenture” means any indenture (including the Initial Convertible Senior Notes Indenture) pursuant to which
any Convertible Senior Notes are issued.


 


“Credit Parties”
means, collectively, the Parent, the Borrower and each Subsidiary Guarantor.


 


“Creditor
Party” means the Administrative Agent, the Issuing Bank or any Lender.


 


“C T Corporation”
means C T Corporation System, a Delaware corporation.


 


“Currency
Exchange Agreement” means any agreement or arrangement providing for the transfer or mitigation of risks of fluctuations
in the exchange rate between currencies either generally or under specific contingencies.


 




    	 	11	 



     


    

 


“Debt”
means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money
or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of
such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all
accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of
Property or services (other than accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase
price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety
(90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which
adequate reserves have been maintained in accordance with GAAP); (d) all obligations under Capital Leases; (e) all obligations
under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which
the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person,
whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others
guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance
shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance
against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position
or covenants of others or to purchase the Debt of others; (i) obligations to deliver commodities, goods or services, including,
without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the
ordinary course of business; (j) obligations to pay for goods or services even if such goods or services are not actually
received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by
operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock;
and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person
directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described
above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included
as a liability of such Person under GAAP.


 


“Dedicated
Cash Receipts” means all cash received by or on behalf of any Credit Party with respect to the following: (a) any
amounts payable under or in connection with any Swap Agreement or Material Document (including, without limitation, payments or
proceeds from Offtake Agreements); (b) cash representing operating revenue earned or to be earned by any Credit Party; (c) proceeds
from Loans; and (d) any other cash received by any Credit Party from whatever source arising from or relating to business,
operations and assets of the Credit Parties located in Colombia; provided that “Dedicated Cash Receipts” shall
not include any of the following: (i) liability insurance proceeds required to be paid directly to third parties, (ii) payments
made to any Credit Party for the account of third parties under or in connection with joint operating agreements or similar joint
development agreements and (iii) payments made in Colombian Pesos received pursuant to the Colombian Peso Offtake Agreements.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay
over to any Creditor Party any other amount required to be paid by it hereunder, (b) has notified the Borrower or any Creditor
Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding
obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after request by a Creditor Party, acting in good faith, to provide a certification in writing from
an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations)
to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause ‎(c) upon such Creditor Party’s receipt
of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject
of a Bankruptcy Event or a Bail-In Action.


 




    	 	12	 



     


    

 


“Deposit Account
Control Agreement” means a deposit account control agreement in form and substance satisfactory to the Administrative
Agent, as the same may be amended, modified or supplemented from time to time.


 


“Deposit Account
Control Agreement (Gran Tierra Energy Colombia)” means the Deposit Account Control Agreement dated as of the Effective
Date among Gran Tierra Energy Colombia, the Administrative Agent and HSBC Bank Bermuda Limited (and its successors in such capacity),
as the same may be amended, modified or supplemented from time to time.


 


“Deposit Account
Control Agreement (Petrolifera)” means the Deposit Account Control Agreement dated as of the Effective Date among Petrolifera,
the Administrative Agent and HSBC Bank Bermuda Limited, as depositary (or its successors in such capacity), as the same may be
amended, modified or supplemented from time to time.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself, or whose government,
is the subject of any Sanction.


 


“Disqualified
Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration
other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation
or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests
(which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to
the date that is 180 days after the earlier of (a) the Revolving Credit Maturity Date and (b) the date on which there
are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Revolving Credit Commitments are terminated.


 


“EBITDAX”
means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent
deducted from Consolidated Net Income in such period: interest, income Taxes, depreciation, depletion, amortization, exploration
expenses and other similar noncash charges, minus all noncash income added to Consolidated Net Income.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a
parent of an institution described in clause ‎(a) of this definition, or (c) any financial institution established
in an EEA Member Country which is a subsidiary of an institution described in clauses ‎(a) or ‎(b)
of this definition and is subject to consolidated supervision with its parent.


 




    	 	13	 



     


    

 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date on which the conditions specified in ‎Section 6.01 are satisfied (or waived
in accordance with ‎Section 12.02).


 


“Eighth Amendment
Effective Date” means September 18, 2017.


 


“Eligible
Buyers” means (a) Ecopetrol S.A., (b) Petrobras Internacional Braspetro B.V., (c) Petrobras
Colombia Limited, (d) each of the Persons listed on Schedule ‎1.02(b), (e) in the case of Colombian Hydrocarbon
Properties not operated by any Credit Party, any buyer approved by the operator thereof other than an Affiliate of the Parent,
(f) Shell Colombia S.A., (g) Trafigura Pte Ltd, (h) C.I. Trafigura Petroleum Colombia S.A.S., (i) any
Investment Grade Person and (j) any additional Persons that have been approved in writing by the Administrative Agent and
the Majority Revolving Credit Lenders, acting reasonably, at the time of the purchase of crude oil or other Hydrocarbons by such
Person from any Credit Party; provided that the approval of the Administrative Agent and the Majority Revolving Credit Lenders
shall not be required in connection with any Person (and such Person shall be deemed to constitute an “Eligible Buyer”
hereunder) if the aggregate amount of all payments to be made pursuant any Offtake Agreement by all such Eligible Buyers during
the 12 month period commencing on the date such Offtake Agreement is entered into does not exceed an amount equal to 5% of the
aggregate purchase price paid to the Parent and its Restricted Subsidiaries from sales of Hydrocarbons in the twelve-month period
ended on the last day of the month immediately preceding the month such Offtake Agreement is entered into; provided, further
that any such Person shall cease to be an Eligible Buyer if:


 


(i)          any
Credit Party has received any written notice or otherwise has knowledge that such Person is the subject of any bankruptcy, insolvency,
reorganization, liquidation, dissolution or winding-up proceeding or action (whether voluntary or involuntary); or


 


(ii)         at
the time any such determination is made, more than 10% of the aggregate amount of accounts due from such Person in respect of its
purchase of crude oil or other Hydrocarbons from any Credit Party has at such time remained unpaid for more than 30 days (measured
from the due date specified in the original invoice therefor).


 


“Engineering
Reports” has the meaning assigned such term in ‎Section 2.08(c)(i).


 


“Entitled
Person” has the meaning assigned such term in ‎Section 12.13.


 


“Environmental
Laws” means any and all Governmental Requirements pertaining in any way to health, safety, the environment, the preservation
or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in
any and all jurisdictions in which the Parent or any Restricted Subsidiary is conducting, or at any time has conducted, business,
or where any Property of the Parent or any Restricted Subsidiary is located.


 




    	 	14	 



     


    

 


“Environmental
Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization
required under or issued pursuant to applicable Environmental Laws.


 


“Equity Interests”
means shares of capital stock, ordinary shares, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or common, preferred, or other equity ownership interests in a Person, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any such Equity Interest.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of
Default” has the meaning assigned such term in ‎Section 10.01.


 


“Excepted
Debt” means (a) Debt in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt
or similar facilities entered into in the ordinary course of business or consistent with past practice or industry practice (including
in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims); (b) Debt
in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including
such obligations in respect of letters of credit and bank guarantees related thereto and such obligations incurred to secure health,
safety and environmental obligations), in each case, not in connection with money borrowed and provided in the ordinary course
of business or consistent with past practice; (c) cash management obligations, cash management services and other Debt in
respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections
and similar arrangements in each case incurred in the ordinary course of business; (d) Debt arising from agreements of the
Parent, the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations
(including earn-outs), in each case entered into in connection with Permitted Acquisitions, other Investments and the disposition
of any business, assets or Equity Interests permitted hereunder; (e) Debt representing deferred compensation to employees,
consultants or independent contractors of the Parent, the Borrower or any Restricted Subsidiary incurred in the ordinary course
of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in
good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; and (f) endorsements
of negotiable instruments incurred in the ordinary course of business.


 




    	 	15	 



     


    

 


“Excepted
Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent
or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance
with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old
age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate
action and for which adequate reserves have been maintained in accordance with GAAP; (c) landlord’s liens, operators’,
vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s,
construction or other like Liens arising in the ordinary course of business or incident to the exploration, development, operation
and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being
contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual
or statutory Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and
gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or
exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding
royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing
or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic
or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and
are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate
reserves have been maintained in accordance with GAAP; provided that any such Lien referred to in this clause does not materially
impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Parent, the Borrower
or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely by
virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies
and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such
deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess
of those set forth by regulations promulgated by the Board and no such deposit account is intended by Parent or any of its Subsidiaries
to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants,
exceptions or reservations in any Property of the Parent, the Borrower or any Restricted Subsidiary that do not secure any monetary
obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property
is held by the Parent, the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto;
(g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance
and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of
a like nature incurred in the ordinary course of business and (h) judgment and attachment Liens not giving rise to an Event
of Default; provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment
shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no
action to enforce such Lien has been commenced; provided further that Liens described in clauses ‎(a) through ‎(e)
shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced and no intention
to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or
expressed by the permitted existence of such Excepted Liens.


 




    	 	16	 



     


    

 


“Exchange
Offer” means a registered offer to exchange outstanding Senior Debt for new Senior Debt (the “exchange notes”)
having terms substantially identical in all material respects to such outstanding Senior Debt (except that the exchange notes shall
not contain any transfer restrictions).


 


“Excluded
Subsidiaries” means each of Gran Tierra (PUT-7) Limited, PetroLatina Energy Limited (including the PetroLatina Energy
PLC Sucursal Columbia), PetroLatina (CA) Limited, Taghmen Argentina Limited, R.L. Petroleum Corp. (including the R.L. Petroleum
Corp. Sucursal Columbia S.A.), North Riding Inc. (including the North Riding Sucursal Columbia), Taghmen Colombia S.L.
and Petroleos Del Norte S.A.; provided that any of the foregoing Persons shall cease to be Excluded Subsidiaries on
the earlier of (a) October 1, 2018 (or such later date as may be acceptable to the Administrative Agent in its sole discretion)
to the extent such Person has not been dissolved or merged with and into a Credit Party by such date and (b) the date such
Excluded Subsidiary (i) acquires or owns material Properties other than (A) Properties it owns as of the Eighth Amendment
Effective Date, (B) Properties owned by another Excluded Subsidiary as of the Eighth Amendment Effective Date and transferred
to such Excluded Subsidiary by such other Excluded Subsidiary, (C) Equity Interests in, and Debt issued by, other Excluded
Subsidiaries and (D) repayments on intercompany debt that was existing on the Eighth Amendment Effective Date and owing to
such Excluded Subsidiary (or to another Excluded Subsidiary to whom such debt has been assigned by such Excluded Subsidiary) or
(ii) owes Debt to a Person other than a Subsidiary of the Borrower or to another Excluded Subsidiary.


 


“Excluded
Swap Obligations” has the meaning assigned to such term in the Guaranty Agreement.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment
to be made by or on account of any obligation of any Credit Party hereunder or under any other Loan Document, (a) income or
franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized
or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any
branch profits Taxes or similar Taxes imposed by any jurisdiction in which any Credit Party is located, (c) Taxes attributable
to such recipient’s failure to comply with ‎Section 5.03(e) and (d) any United States withholding
Tax that is imposed under FATCA.


 


“Existing
Credit Agreement” means that certain Credit Agreement dated as of August 30, 2013 among the Borrower, the Parent,
Wells Fargo Bank, National Association, as administrative agent, and the lenders and other agents party thereto (as heretofore
amended, modified, supplemented or restated).


 


“Fair Market
Value” shall mean, with respect to any Property on any date of determination, the value of the consideration obtainable
in a sale of such Property or at such date of determination assuming a sale by a willing seller to a non-affiliated willing purchaser
dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and
characteristics of such Property.


 




    	 	17	 



     


    

 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder
or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental
agreements entered into in connection therewith, and any fiscal or regulatory legislation, rules, guidance notes or practices adopted
pursuant to such intergovernmental agreement.


 


“Federal Funds
Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Banking Day by the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Banking Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such
day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it.


 


“Fee Letter”
means, collectively (a) the Agency Fee Letter dated as of August 18, 2015, between the Parent and the Administrative
Agent and (b) the Fee Letter dated as of June 30, 2016, between the Parent and the Administrative Agent.


 


“Financial
Letter of Credit” means a stand-by Letter of Credit if it serves as a payment guarantee of the Borrower’s financial
obligations and is treated as a direct credit substitute in the Administrative Agent’s reasonable opinion.


 


“Financial
Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of
such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Parent.


 


“Financial
Statements” means the Parent’s consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended December 31, 2016.


 


“Foreign Lender”
means any Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction, and Canada and each Province thereof shall be deemed to constitute a single
jurisdiction.


 


“Fundamental
Change” has the meaning given to the term “fundamental change” in the Initial Convertible Senior Notes Indenture
or the meaning given to the term “fundamental change” as defined in any other Convertible Senior Notes Indenture in
a manner substantially consistent with the definition of “fundamental change” as defined in the Initial Convertible
Senior Notes Indenture.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms
and conditions set forth in ‎Section 1.05.


 




    	 	18	 



     


    

 


“Governmental
Authority” means the government of the United States of America, Canada, Colombia, Bermuda, the Cayman Islands, Spain,
the United Kingdom or Panama, any other nation or any political subdivision thereof, whether state, department, provincial or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Governmental
Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, resolution, instruction, circular, certificate, license, rules of common law, authorization or other directive
or requirement, whether now or hereinafter in effect, of any Governmental Authority.


 


“Gran Tierra
Callco ULC” means Gran Tierra Callco ULC, an unlimited liability corporation organized under the laws of the Province
of Alberta, Canada.


 


“Gran Tierra
Energy Colombia” means Gran Tierra Energy Colombia, Ltd., a limited partnership organized under the laws of Utah.


 


“Gran Tierra
Energy Canada ULC” means Gran Tierra Energy ULC, an unlimited liability corporation organized under the laws of the Province
of Alberta, Canada.


 


“Gran Tierra
Exchangeco Inc.” means Gran Tierra Exchangeco Inc., a corporation organized under the laws of the Province of Alberta.


 


“Gran Tierra
Goldstrike Inc.” means Gran Tierra Goldstrike Inc., a corporation organized under the laws of the Province of Alberta.


 


“Gran Tierra
Resources” means Gran Tierra Resources Limited, a company organized under the laws of Alberta, Canada


 


“Guarantor”
means (a) the Parent and (b) each Subsidiary that guarantees or is required to guarantee the Secured Obligations hereunder
(including pursuant to ‎Section 6.01 and ‎Section 8.14(a)). On the Ninth Amendment Effective
Date, the Subsidiaries set forth on Schedule ‎1.02(d) are Guarantors.


 


“Guaranty
Agreement” means that certain Guaranty and Collateral Agreement executed by the Credit Parties in form and substance
satisfactory to the Administrative Agent, unconditionally guarantying on a joint and several basis, payment of the Secured Obligations,
as the same may be amended, modified or supplemented from time to time.


 


“Hazardous
Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law including:
(a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning
of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid
waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,”
“contaminant,” “pollutant,” or words of similar meaning or import found in any applicable
Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude
oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.


 




    	 	19	 



     


    

 


“Highest Lawful
Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time
to time may be contracted for, taken, reserved, charged or received on the Notes, the Colombian Notes or on other Obligations under
laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date
hereof.


 


“Hydrocarbon
Interests” means all rights, titles, interests and estates now or hereafter acquired in and to (a) Hydrocarbon reserves
from which Hydrocarbons may or may potentially be severed or extracted, whether directly or indirectly, including, without limitation,
by virtue of any Concession Agreement, similar arrangement or otherwise and (b) any Concession Agreement, oil and gas leases,
oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty
interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons
and all products refined or separated therefrom.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Initial Convertible
Senior Notes Indenture “ shall mean an indenture that provides for the issuance of Convertible Senior Notes on substantially
those terms set forth in that certain Preliminary Offering Memorandum, dated as of March 31, 2016.


 


“Initial Financial
Statements” means the financial statement or statements of the Parent and its Consolidated Subsidiaries referred to in ‎Section 7.04(a).


 


“Initial Reserve
Report” means the report of GLJ Petroleum Consultants Ltd. dated as of February 2, 2015, evaluating the Colombian
Hydrocarbon Properties of the Credit Parties as of December 31, 2014.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with ‎Section 2.05.


 


“Interest
Expense” means, for any period, the sum (determined without duplication) of the aggregate gross interest expense of the
Parent and the Consolidated Restricted Subsidiaries for such period, including to the extent included in interest expense under
GAAP: (a) amortization of debt discount, (b) capitalized interest and (c) the portion of any payments or accruals
under Capital Leases allocable to interest expense.


 




    	 	20	 



     


    

 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and
(b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, two, three, six or, if agreed to by the Lenders, 12, months
thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Banking
Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day would fall
in the next calendar month, in which case such Interest Period shall end on the next preceding Banking Day and (b) any Interest
Period pertaining to a Eurodollar Borrowing that commences on the last Banking Day of a calendar month (or on a day for which there
is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Banking Day of the
last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Interest
Rate Protection Agreement” means any interest rate swap, cap or collar agreement or similar arrangement providing for
the transfer or mitigation of interest risks, either generally or under specific contingencies.


 


“Interim Redetermination”
has the meaning assigned such term in ‎Section 2.08(b).


 


“Interim Redetermination
Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes
effective as provided in ‎Section 2.08(d).


 


“Intercreditor
Agreement” means any intercreditor agreement among Gran Tierra Resources, the Administrative Agent and the other parties
thereto in form and substance acceptable to the Administrative Agent and the Majority Revolving Credit Lenders in their sole discretion,
as the same may be amended, modified, supplemented or restated from time to time.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) reasonably determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate
for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the
LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period,
in each case, at such time.


 




    	 	21	 



     


    

 


“Investment”
means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests
of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale”
or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the
making of any deposit (other than deposits of money in the bank accounts of the Credit Parties in the ordinary course of business
and not for the benefit of persons other than Credit Parties in jurisdictions where the Credit Parties do business) with, or advance,
loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation
or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject
to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance,
loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies
sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions)
of Property of another Person that constitutes a business unit; or (d) the entering into of any guarantee of, or other contingent
obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person
and (without duplication) any amount committed to be advanced, lent or extended to such Person.


 


“Investment
Grade Person” means any Person whose long term senior unsecured debt rating is A-/A3 by S&P or Moody’s (or
their equivalent) or higher (at the time the initial Offtake Agreement is entered into with such Person) or any direct or indirect
wholly owned subsidiary of such Person.


 


“Issuing Bank”
means Scotiabank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided
in ‎Section 2.09(i), and/or one or more other Lenders selected by the Borrower who agree to act as an issuer
of Letters of Credit (and are approved by Administrative Agent in its reasonable discretion). Any Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing
Bank” shall mean “each Issuing Bank” or “the applicable Issuing Bank”, as the context may require,
and shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“LC Commitment”
at any time means $100,000,000.


 


“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Revolving Credit Lender at any time shall be its Applicable Revolving Credit Percentage of the total LC Exposure
at such time.


 




    	 	22	 



     


    

 


“Lead Manager”
means each of Export Development Canada and Natixis, New York Branch.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lenders”
means the Persons listed on ‎Annex I and any Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“Letter of
Credit” means any letter of credit issued pursuant to this Agreement.


 


“Letter of
Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications
or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter
of Credit.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, the London interbank
offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate
for US Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen
that displays such rate or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute
page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate
from time to time as shall be selected by the Administrative Agent in its reasonable discretion (in each case, the “LIBO
Screen Rate”) at approximately 11:00 a.m., London time, two (2) Banking Days prior to the commencement of such Interest
Period; provided that, (x) if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for
the purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length
to such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at
such time, subject to ‎Section 3.03 in the event that the Administrative Agent shall reasonably conclude that
it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest
error); provided further, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO
Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Adjusted
LIBOR Rate for such Interest Period.


 


“LIBO Screen
Rate” has the meaning assigned such term in the definition in “LIBO Rate”.


 




    	 	23	 



     


    

 


“Lien”
means any interest in Property (whether in the form of an easement, restriction, servitude, permit, condition, covenant, exception,
reservation or otherwise) securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and
including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, garantía
mobiliaria, hypothecation, antichresis, usufruct, security agreement, conditional sale, deed of trust, assignment in trust,
or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable
out of Oil and Gas Properties. For the purposes of this Agreement, the Parent and each Subsidiary shall be deemed to be the owner
of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other
arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended
to create a financing.


 


“Liquidate”
means, with respect to any Swap Agreement, the sale, assignment, novation, unwind or termination of all or any part of such Swap
Agreement or the creation of an offsetting position against all or any part of such Swap Agreement. The terms “Liquidated”
and “Liquidation” have correlative meanings thereto.


 


“Loan Documents”
means this Agreement, the Notes, the Colombian Notes, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments
and the Fee Letter.


 


“Loans”
means Revolving Loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Mandated
Lead Arranger” means HSBC Bank Canada.


 


“Majority
Revolving Credit Lenders” means, (a) at any time while there are Revolving Credit Commitments outstanding, Revolving
Credit Lenders having more than fifty percent (50%) of the Aggregate Maximum Revolving Credit Amounts and (b) at any time
when there are any Revolving Loans or LC Exposure outstanding, Revolving Credit Lenders holding more than fifty percent (50%) of
the sum of the outstanding aggregate principal amount of the Revolving Loans and participation interests in Letters of Credit of
all Revolving Credit Lenders (without regard to any sale by a Revolving Credit Lender of a participation in any Revolving Loan
under ‎Section 12.04(c)); provided that the Maximum Revolving Credit Amounts and the principal amount
of the Revolving Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from
the determination of Majority Revolving Credit Lenders.


 


“Material
Acquisition” means any acquisition or series of related acquisitions by the Parent or any of its Restricted Subsidiaries
of Property with a fair market value that exceeds the greater of (a) $10,000,000 and (b) 5% of the then effective Borrowing Base.


 


“Material
Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations,
Property or condition (financial or otherwise) of the Credit Parties taken as a whole, (b) the ability of any Credit Party
to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document or (d) the
rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuing Bank or any Lender under
any Loan Document.


 




    	 	24	 



     


    

 


“Material
Disposition” means any disposition or series of related dispositions of Property with a fair market value in an amount
that exceeds the greater of (a) $10,000,000 and (b) 5% of the then effective Borrowing Base.


 


“Material
Documents” means, collectively, each Offtake Agreement and each Concession Agreement to which any Credit Party is a party.


 


“Material
Indebtedness” means Debt (other than the Loans and Letters of Credit), including, but not limited to, any Convertible
Senior Notes or obligations in respect of one or more Swap Agreements, of any one or more of the Parent, the Borrower or any Restricted
Subsidiary or, with respect to ‎Section 7.07(b) only, any Credit Party, in an aggregate outstanding principal
amount exceeding the greater of (x) $10,000,000 and (y) 5% of the then effective Borrowing Base. For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Parent or any Restricted Subsidiary or, with
respect to ‎Section 7.07(b) only, any Credit Party, in respect of any Swap Agreement at any time shall be
the Swap Termination Value of such Swap Agreement.


 


“Material
Subsidiary” means (a) Petrolifera, (b) Gran Tierra Energy Colombia, (c) as of any date of determination,
any Restricted Subsidiary that (i) owns or has an interest in any Property (or Equity Interests of any Person which owns Property)
assigned value in the Borrowing Base then in effect, as determined by the Administrative Agent, (ii) which, together with its subsidiaries,
owns Property having a fair market value of more than $5,000,000; provided that the Property of all Immaterial Subsidiaries
shall not have a fair market value of more than $10,000,000 in the aggregate, or (iii) does business in Colombia, and (d) any
Restricted Subsidiary that at any time owns or has an interest in Oil and Gas Properties that have produced Hydrocarbons at any
time; provided that the term “Material Subsidiary” shall not include (i) the Borrower, (ii) any
Restricted Subsidiary that would constitute a “Material Subsidiary” under clause ‎(d) above solely
as a result of the ownership of or interest in Oil and Gas Properties located in Argentina, Peru or Brazil, or (iii) any Unrestricted
Subsidiary.


 


“Maximum Revolving
Credit Amount” means, as to each Revolving Credit Lender, the amount set forth opposite such Revolving Credit Lender’s
name on ‎Annex I under the caption “Maximum Revolving Credit Amounts”, as the same may be (a) reduced
or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Revolving Credit Amounts
pursuant to ‎Section 2.07(b) or (b) modified from time to time pursuant to any assignment permitted by ‎Section 12.04(b).


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.


 


“Mortgaged
Property” means any Property owned by any Credit Party which is subject to the Liens existing and to exist under the
terms of the Security Instruments.


 


“Net Cash
Proceeds” means with respect to any Permitted Equity Issuance, any incurrence of Debt or any sale or other disposition
(including, without limitation, as a result of a Casualty Event) of any Property pursuant to Sections ‎9.11(d)
or ‎(e), as applicable, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses
incurred in connection therewith.


 




    	 	25	 



     


    

 


“New Borrowing
Base Notice” has the meaning assigned such term in ‎Section 2.08(d).


 


“Ninth Amendment
Effective Date” means November 10, 2017.


 


“Non-Consenting
Lender” has the meaning assigned such term in ‎Section 2.09(b).


 


“Non-Defaulting
Lenders” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Notes”
means the Revolving Credit Notes, or any of them, as the context requires.


 


“Obligations”
means the collective reference to (a) all obligations, liabilities and amounts owing or to be owing by any Credit Party (whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising or incurred), to the Administrative Agent, the Global Coordinator, the Arrangers, 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); and (b) 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
pursuant to the terms of this Agreement or any other Loan Document).


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Offtake Agreements”
means, collectively, (a) each agreement entered into between any Credit Party and an Eligible Buyer that is listed on Schedule ‎1.02(b);
and (b) any other purchase agreement entered into between any Credit Party and an Eligible Buyer that (i) provides for
the purchase by such Eligible Buyer of Hydrocarbons from such Credit Party, (ii) further provides, to the Administrative Agent’s
satisfaction, that all payments thereunder shall be made to the relevant Collection Account, as each such agreement may be amended,
restated, supplemented, replaced or otherwise modified in accordance with this Agreement and (iii) other than with respect to (x)
Colombian Offtake Agreements and (y) any such agreement described in clauses (a) or (b) which has tenor of one year or less or
is anticipated by the Borrower to represent payments of an amount less than 5% of the aggregate purchase price paid to the Parent
and its Restricted Subsidiaries from the sale of Hydrocarbons in the twelve month period following the effectiveness of such agreement,
is in form and substance reasonably satisfactory to the Administrative Agent.


 




    	 	26	 



     


    

 


“Oil and Gas
Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon
Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units
created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority)
which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements,
including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale,
purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests (including, without limitation,
all Concession Agreements and Offtake Agreements); (e) all Hydrocarbons in and under and which may be produced and saved or
attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues
and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties
in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights,
titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter
acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such
Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which
may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells,
gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors,
pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines,
boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases,
rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to
any and all of the foregoing. Unless otherwise expressly provided herein, all references in this Agreement to “Oil and Gas
Properties” refer to Oil and Gas Properties owned by the Credit Parties, as the context requires.


 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing, excise or Property Taxes or similar
Taxes arising from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from
the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement and any other Loan Document,
except any such Taxes that are imposed as a result of a present or former connection between such recipient and the jurisdiction
imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, or received or perfected a security interest under) with respect to an assignment
(other than an assignment made pursuant to ‎Section 2.09 or ‎5.04).


 


“Participant”
has the meaning set forth in ‎Section 12.04(c).


 


“Participant
Register” has the meaning set forth in ‎Section 12.04(c)(ii).


 




    	 	27	 



     


    

 


“Performance
Letter of Credit” means any Letter of Credit that is not a Financial Letter of Credit.


 


“Permitted
Acquisition” means any acquisition by any Credit Party in the form of acquisitions of all or substantially all of the
business or a line of business (whether by the acquisition of Equity Interests, assets or any combination thereof) of any other
Person to the extent such acquisition is permitted by ‎Section 9.05.


 


“Permitted
EDC Debt” means Debt of Gran Tierra Resources in favor of Export Development Canada for the provision by Export Development
Canada of letters of credit on behalf of Gran Tierra Resources in a principal amount not to exceed $150,000,000; provided
that such Debt is subject to an Intercreditor Agreement containing subordination provisions in form and substance satisfactory
to the Administrative Agent and the Majority Revolving Credit Lenders in their sole discretion.


 


“Permitted
Equity Issuance” means any sale or issuance of any Equity Interests (other than Disqualified Capital Stock) of the Parent.


 


“Permitted
Refinancing Debt” means Debt (for purposes of this definition, “new Debt”) incurred in exchange for
(other than pursuant to an Exchange Offer), or proceeds of which are used to extend, refinance, renew, replace, defease, discharge,
refund or otherwise retire for value, in whole or in part, any other Debt (the “Refinanced Debt”); provided
that (a) such new Debt is in an aggregate principal amount not in excess of the sum of (i) the aggregate principal amount
then outstanding of the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount) and (ii) an amount necessary
to pay all accrued (including, for the purposes of defeasance, future accrued) and unpaid interest on the Refinanced Debt and any
fees and expenses, including premiums and issuance costs and expenses, related to such exchange or refinancing; (b) such new
Debt has a stated maturity no earlier than the sooner to occur of (i) the date that is one hundred-eighty (180) days after
the Revolving Credit Maturity Date (as in effect on the date of incurrence of such new Debt) and (ii) the stated maturity
date of the Refinanced Debt; (c) such new Debt has an average life at the time such new Debt is incurred that is no shorter
than the shorter of (i) the period beginning on the date of incurrence of such new Debt and ending on the date that is one
hundred-eighty (180) days after the Revolving Credit Maturity Date (as in effect on the date of incurrence of such new Debt) and
(ii) the average life of the Refinanced Debt at the time such new Debt is incurred; (d) the documents governing such
Debt do not contain financial covenants more restrictive than those set forth in this Agreement; (e) the covenants and events of
default, when taken as a whole, contained in the documentation governing such Debt are not otherwise materially more onerous or
restrictive than the corresponding terms of this Agreement and the other Loan Documents, when taken as a whole (as determined by
a Responsible Officer of the Parent, acting in good faith and certified to the Administrative Agent); (f) the documentation governing
such Debt do not contain financial covenants that are more restrictive than the Loan Documents; (g) if the Refinanced Debt
was subordinated in right of payment to the Obligations or the guarantees under the Guaranty Agreement, such new Debt (and any
guarantees thereof) is subordinated in right of payment to the Obligations (or, if applicable, the guarantees under the Guaranty
Agreement) to at least the same extent as the Refinanced Debt; (h) no Subsidiary guarantees such new Debt unless such Subsidiary
has guaranteed the Secured Obligations pursuant to the Guaranty Agreement (by supplement, joinder or otherwise) and/or one or more
other guaranty agreements on terms satisfactory in form and substance to the Administrative Agent; and (i) such new Debt does not
have any mandatory prepayment or mandatory redemption provisions (other than customary change of control or asset sale tender offer
provisions) that would require a mandatory prepayment or redemption in priority to the Secured Obligations.


 




    	 	28	 



     


    

 


“Permitted
Tax Distribution” means distributions by any Credit Party (other than Parent) to its direct or indirect parent thereof
to pay federal, foreign, state and local income Taxes that are attributable to the ownership interest held (directly or indirectly)
in such Credit Party, the activities or assets thereof.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, exempted company,
partnership, Governmental Authority or other entity.


 


“Petrolifera”
means Petrolifera Petroleum (Colombia) Limited, an exempted company incorporated with limited liability under the laws of the Cayman
Islands with registration number 271065.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by Scotiabank as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective. Such rate is set by the Administrative Agent as a general reference rate of interest, taking into account such
factors as the Administrative Agent may deem appropriate; it being understood that many of the Administrative Agent’s commercial
or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any
customer and that the Administrative Agent may make various commercial or other loans at rates of interest having no relationship
to such rate.


 


“Pro Forma
Compliance” means, for any date of determination, that the Parent is in pro forma compliance with the financial covenants
set forth in ‎Section 9.01(a), ‎(b) and ‎(c).


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without
limitation, cash, securities, accounts and contract rights.


 


“Proposed
Borrowing Base” has the meaning assigned to such term in ‎Section 2.08(c)(i).


 


“Proposed
Borrowing Base Notice” has the meaning assigned to such term in ‎Section 2.08(c)(ii).


 


“Qualified
ECP Guarantor” means, in respect of any Swap Agreement, each Credit Party that (a) has total assets exceeding $10,000,000
at the time any guaranty of obligations under such Swap Agreement or grant of the relevant security interest becomes effective
or (b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause
another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(ii)
of the Commodity Exchange Act.


 




    	 	29	 



     


    

 


“Redemption”
means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement
for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the
correlative meaning thereto.


 


“Redetermination
Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined
Borrowing Base related thereto becomes effective pursuant to ‎Section 2.08(d).


 


“Register”
has the meaning assigned such term in ‎Section 12.04(b)(iv).


 


“Regulation
D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees,
agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.


 


“Release”
means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating,
injecting, escaping, leaching, dumping, or disposing.


 


“Remedial
Work” has the meaning assigned such term in ‎Section 8.10(a).


 


“Required
Revolving Credit Lenders” means, (a) at any time while there are Revolving Credit Commitments outstanding, Revolving
Credit Lenders having at least sixty-six and two-thirds percent (66 2/3%) of the Aggregate Maximum Revolving Credit Amounts and
(b) at any time when there are any Revolving Loans or LC Exposure outstanding, Revolving Credit Lenders having at least sixty-six
and two-thirds percent (66 2/3%) of the sum of the outstanding aggregate principal amount of the Revolving Loans and participation
interests in Letters of Credit of all Revolving Credit Lenders (without regard to any sale by a Revolving Credit Lender of a participation
in any Revolving Loan under ‎Section 12.04(c)); provided that the Maximum Revolving Credit Amounts
and the principal amount of the Revolving Loans and participation interests in Letters of Credit of the Defaulting Lenders (if
any) shall be excluded from the determination of Required Revolving Credit Lenders.


 


“Reserve Report”
means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of the dates set forth
in ‎Section 8.12(a) (or such other date in the event of an Interim Redetermination) the oil and gas reserves
attributable to the Colombian Oil and Gas Properties, together with a projection of the rate of production and future net income,
taxes, royalties, operating expenses, production sharing volumes and capital expenditures with respect thereto as of such date,
based upon the economic assumptions consistent with the Administrative Agent’s lending requirements at the time and reflecting
Swap Agreements in place with respect to such production.


 


“Responsible
Officer” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President
of such Person. Unless otherwise specified, all references to a Responsible Officer herein means a Responsible Officer of the Parent.


 




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“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any
Equity Interests in any Credit Party, or any payment (whether in cash, securities or other Property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity
Interests in any Credit Party or any option, warrant or other right to acquire any such Equity Interests in any Credit Party.


 


“Restricted
Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.


 


“Revolving
Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Revolving Credit Lender
to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum
aggregate amount of such Revolving Credit Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) modified
from time to time pursuant to ‎Section 2.07 and (b) modified from time to time pursuant to assignments
by or to such Revolving Credit Lender pursuant to ‎Section 12.04(b). The amount representing each Revolving
Credit Lender’s Revolving Credit Commitment shall at any time be the lesser of such Revolving Credit Lender’s Maximum
Revolving Credit Amount and such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the then effective Borrowing
Base.


 


“Revolving
Credit Commitment Fee Rate” means a rate per annum equal to the rate set forth in the grid in the definition of “Applicable
Margin” under the heading “Revolving Credit Commitment Fee Rate”.


 


“Revolving
Credit Exposure” means, with respect to any Revolving Credit Lender at any time, the sum of the outstanding principal
amount of such Revolving Credit Lender’s Revolving Loans and its LC Exposure at such time.


 


“Revolving
Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment, and “Revolving Credit
Lender” means any of them individually.


 


“Revolving
Credit Maturity Date” means November 10, 2020.


 


“Revolving
Credit Notes” means the promissory notes of the Borrower described in ‎Section 2.03(d) and being
substantially in the form of ‎Exhibit A-1, together with all amendments, modifications, replacements, extensions
and rearrangements thereof.


 


“Revolving
Loan Termination Date” means the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving
Credit Commitments.


 


“Revolving
Loans” means any revolving loan made to the Borrower by the Revolving Credit Lenders pursuant to ‎Section 2.02
and ‎Section 2.03.


 




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“Sanctioned
Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time
of the Effective Date, such countries include Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the U.S. government (including without limitation, OFAC) or, to the extent applicable to a Credit Party, the Lenders or
an Affiliate thereof, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s
Treasury, the Department for Business, Innovation and Skills or any other UK government authority, or the Canadian government,
(b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any
such Person.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government
(including without limitation, OFAC), the United Nations Security Council, the European Union, any European Union member state,
Her Majesty’s Treasury or the Canadian government.


 


“Scheduled
Redetermination” has the meaning assigned such term in ‎Section 2.08(b).


 


“Scheduled
Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination
becomes effective as provided in ‎Section 2.08(d).


 


“SEC”
means the Securities and Exchange Commission or any successor Governmental Authority.


 


“Secured Cash
Management Party” means any Lender or Affiliate of any Lender party to a Specified Cash Management Agreement.


 


“Secured Obligations”
means, collectively, (a) the Obligations, (b) all Secured Swap Obligations (other than Excluded Swap Obligations); (c) all
Specified Cash Management Obligations (including, without limitation, all fees and disbursements of counsel to the Secured Parties
that are required to be paid by the Borrower or any other Credit Party pursuant to the terms of any Specified Cash Management Agreement
or any Secured Swap Agreement).


 


“Secured Parties”
means each Lender, the Issuing Bank, the Arrangers, the Administrative Agent, the Global Coordinator, each Secured Cash Management
Party, and each Secured Swap Party.


 


“Secured Swap
Agreement” means any Swap Agreement between the Parent or any Restricted Subsidiary and any Person that is entered into
prior to the time, or during the time, that such Person was, a Lender or an Affiliate of a Lender (including any such Swap Agreement
in existence prior to the date hereof), even if such Person subsequently ceases to be a Lender (or an Affiliate of a Lender) for
any reason (any such Person, a “Secured Swap Party”); provided that, for the avoidance of doubt, the
term “Secured Swap Agreement” shall not include any transactions entered into after the time that such Secured
Swap Party ceases to be a Lender or an Affiliate of a Lender.


 




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“Secured Swap
Obligations” means all amounts and other obligations (other than any Excluded Swap Obligations) owing to any Secured
Swap Party under any Secured Swap Agreement.


 


“Secured Swap
Party” has the meaning assigned to such term in the definition of Secured Swap Agreement.


 


“Security
Instruments” means, collectively, the Guaranty Agreement, the Bermuda Security Documents, the Colombian Security Documents,
the Cayman Security Documents, the Canadian Security Documents, mortgages, deeds of trust and other agreements, instruments or
certificates described or referred to in ‎Exhibit E, and any and all other agreements, documents, pledges,
instruments, Deposit Account Control Agreements, including, without limitation, the Deposit Account Control Agreement (Gran Tierra
Energy Colombia) and the Deposit Account Control Agreement (Petrolifera), consents or certificates now or hereafter executed and
delivered by any Credit Party or any other Person (other than Secured Swap Agreements or participation or similar agreements between
any Lender and any other lender or creditor with respect to any Secured Obligations pursuant to this Agreement) in connection with,
or as security for the payment or performance of the Secured Obligations, as such agreements may be amended, modified, supplemented
or restated from time to time.


 


“Senior Debt”
means any unsecured Debt securities (whether registered or privately placed), including but not limited to any Convertible Senior
Notes, issued or incurred by the Parent or any other Credit Party pursuant to one or more Senior Debt Documents.


 


“Senior Debt
Documents” means any indenture or other agreement among the Parent or any other Credit Party, as issuer, the subsidiary
guarantors party thereto and others either as agent, trustee or holders, which governs any Senior Debt, or pursuant to which any
Senior Debt is issued or incurred, as the same may be amended, modified or supplemented in accordance with ‎Section 9.04(b).


 


“Senior Secured
Leverage Ratio” means, as of any date of determination, the ratio of Senior Secured Obligations as of such date to EBITDAX
for the four fiscal quarters ending on such date.


 


“Senior Secured
Obligations” means all Total Debt (including the Secured Obligations to the extent included in the calculation of Total
Debt) that is secured and that is not expressly subordinated by its terms to the Secured Obligations.


 


“Sixth Amendment
Effective Date” means June 1, 2017.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that
is a nationally recognized rating agency.


 


“Solana Resources
Limited” means Solana Resources Limited, a corporation formed under the laws of the Province of Alberta, Canada.


 


“Specified
Cash Management Agreement” means any agreement that is entered into by and between the Parent or any Restricted Subsidiary
and any Secured Cash Management Party to provide cash management services, including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management arrangements.


 




    	 	33	 



     


    

 


“Specified
Cash Management Obligations” means all amounts and other obligations owing to any Secured Cash Management Party under
any Specified Cash Management Agreement.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other Person (a) of which Equity Interests representing more
than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class or classes
of such Person shall have or might have voting power by reason of the happening of any contingency) or, in the case of a partnership,
any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Parent (including the Borrower); provided that (a) each Colombian Branch shall be deemed
to be a Subsidiary for all purposes hereof; and (b) as used herein, the phrase “Subsidiary of the Borrower” shall
refer to a subsidiary of the Borrower; provided further that each Excluded Subsidiary shall not be deemed to be a Subsidiary
for all purposes of this Agreement other than ‎Section 7.23, ‎7.24, ‎9.18,
and ‎9.19 and the definitions of “Consolidated Net Income”, “Total Debt” and “Interest
Expense”.


 


“Subsidiary
Guarantor” means each Guarantor other than the Parent.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether
exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial
or pricing risk or value or any similar transaction or any combination of these transactions, including, without limitation, any
Interest Rate Protection Agreement, Commodity Hedging Agreement or Currency Exchange Agreement; provided that no phantom stock
or similar plan providing for payments only on account of services provided by current or former directors, officers, employees
or consultants of any Credit Party shall be a Swap Agreement; provided that, for the avoidance of doubt, the definition
of “Swap Agreement” shall not include any Convertible Senior Notes Document.


 




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“Swap Termination
Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the
date referenced in clause ‎(a)), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements,
as determined by the counterparties to such Swap Agreements.


 


“Synthetic
Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP,
treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment
of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income
taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination
an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination
of such lease.


 


“Taxes”
means any and all present or future taxes, levies, imposts, assessments, fees, duties, deductions, charges or withholdings (including
without limitation backup withholding and withholding imposed by any Governmental Authority of Canada) imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Third Amendment”
means that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, by and among the Borrower,
the Parent and the Lenders.


 


“Third Amendment
Effective Date” means August 23, 2016.


 


“Total Debt”
means, at any date, all Debt of the Parent and the Consolidated Restricted Subsidiaries on a consolidated basis of the type described
in clauses ‎(a), ‎(b), ‎(d), ‎(e), ‎(g), ‎(k), ‎(l)
and ‎(m) of the definition of “Debt”; provided that (a) Debt of the type described in clause ‎(g)
shall only be considered “Total Debt” to the extent that such guaranty covers Debt of the type described in clauses ‎(a), ‎(b), ‎(d), ‎(e), ‎(k), ‎(l)
or ‎(m) of the definition of “Debt” and (b) Debt of the type described in clause ‎(b)
shall not be considered “Total Debt” to the extent that such Debt has been cash collateralized; provided that
the Parent shall, upon request by the Administrative Agent, provide the Administrative Agent executed copies of the definitive
documentation relating to any such cash collateralization.


 




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“Transactions”
means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, each other
Loan Document and each Material Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties and other Properties pursuant
to the Security Instruments; and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan
Document and each Material Document to which it is a party, the guaranteeing of the Secured Obligations and the other obligations
under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of Collateral
under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties and other Properties pursuant
to the Security Instruments.


 


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.


 


“UK Security
Instruments” has the meaning set forth in ‎Section 12.21.


 


“Unrestricted
Subsidiary” means (a) Gran Tierra Mexico Energy, S. de R.L. de C.V., Gran Tierra Energy Peru S.R.L.
and Petrolifera Petroleum Del Peru S.R.L., Gran Tierra Energy International Peru Holdings B.V., Gran Tierra Energy Peru B.V.,
Gran Tierra Luxembourg Holdings Sarl, Suroco Energy Venezuela, Vetra Petroamerica P&G Corp. and (b) any Subsidiary of
the Parent which the Borrower has designated in writing to the Administrative Agent to be an Unrestricted Subsidiary pursuant to ‎Section 9.06.


 


“US Dollars”
or “$” refers to lawful money of the United States of America.


 


“USA Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.


 


“Wholly-Owned
Subsidiary” means (a) any Restricted Subsidiary of which all of the issued and/or outstanding Equity Interests (other
than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Parent or one
or more of the Wholly-Owned Subsidiaries or are owned by the Parent and one or more of the Wholly-Owned Subsidiaries or (b) any
Restricted Subsidiary that is organized or incorporated in a foreign jurisdiction and is required by the applicable laws and regulations
of such foreign jurisdiction to be partially owned by the government of such foreign jurisdiction or individual or corporate citizens
of such foreign jurisdiction; provided that the Parent, directly or indirectly, owns the remaining Equity Interests in such
Restricted Subsidiary and, by contract or otherwise, controls the management and business of such Restricted Subsidiary and derives
economic benefits of ownership of such Restricted Subsidiary to substantially the same extent as if such Restricted Subsidiary
were a Wholly-Owned Subsidiary.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section 1.03         Types
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred
to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).


 




    	 	36	 



     


    




 


Section 1.04         Terms
Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes” and “including” as used in this
Agreement shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein
to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in
effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors
and assigns (subject to the restrictions contained in the Loan Documents), (d) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from”
means “from and including” and the word “to” means “to and including”
and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document
shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.


 


Section 1.05         Accounting
Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted,
all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and
reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared,
in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Parent’s
independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial
statements are required to be delivered to the Lenders pursuant to ‎Section 8.01(a); provided that,
unless the Borrower and the Majority Revolving Credit Lenders shall otherwise agree in writing, no such change shall modify or
affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be
conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary
in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any
other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases under generally accepted
accounting principles in the United States of America as in effect on December 31, 2016 in a manner consistent with the treatment
of such leases under generally accepted accounting principles in the United States of America as in effect on December 31,
2016, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.


 


Section 1.06         Oil
and Gas Definitions. For purposes of this Agreement and the other Loan Documents, the terms “proved reserves”
and “proved undeveloped reserves” have the meaning given such terms from time to time and at the time in question
by the Society of Petroleum Engineers of the American Institute of Mining Engineers.


 




    	 	37	 



     


    

 


Article II

The Credits


 


Section 2.01         [Intentionally
Omitted].


 


Section 2.02         Revolving
Credit Commitments. Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees to make Revolving
Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Revolving
Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment or
(b) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Revolving Loans.


 


Section 2.03         Loans
and Borrowings.


 


(a)          Borrowings;
Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance
with their respective Revolving Credit Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Revolving Credit Commitments are several and
no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)          Types
of Loans. Subject to ‎Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)          Minimum
Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less
than $500,000; provided that, notwithstanding the foregoing, an ABR Borrowing may be in an aggregate amount that is equal
to the entire unused balance of the total Revolving Credit Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by ‎Section 2.09(e). Borrowings of more than one Type may be outstanding at the
same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding.
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing of a Revolving Loan if the Interest Period requested with respect thereto would end after the Revolving
Credit Maturity Date.


 




    	 	38	 



     


    

 


(d)          Notes
and Colombian Notes. The Revolving Loans made by each Revolving Credit Lender shall be evidenced by a single promissory note
of the Borrower in substantially the form of ‎Exhibit A, and a single Colombian Note of the Borrower in form
and substance satisfactory to the Administrative Agent, dated, in the case of (A) any Lender party hereto as of the date of
this Agreement, as of the date of this Agreement, or (B) any Lender that becomes a party hereto pursuant to an Assignment
and Assumption, as of the effective date of the Assignment and Assumption, payable to such Revolving Lender in a principal amount
equal to its Maximum Revolving Credit Amount, and otherwise duly completed. In the event that any Revolving Credit Lender’s
Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to ‎Section 2.07, ‎Section 12.04(b)
or otherwise), the Borrower shall, at the request of such Revolving Credit Lender, deliver or cause to be delivered on the effective
date of such increase or decrease, a new Revolving Credit Note payable to such Revolving Credit Lender in a principal amount equal
to its Maximum Revolving Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date,
amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account
of the principal thereof, shall be recorded by such Lender on its books for its Notes. Failure to make any such recordation shall
not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of
such transfer by any Lender of its Notes.


 


Section 2.04         Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Banking Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed
Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement
of an LC Disbursement as provided in ‎Section 2.09(e). Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery, electronic submission, overnight mail or telecopy to the Administrative Agent
of a written Borrowing Request in substantially the form of ‎Exhibit B, and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following information in compliance with ‎Section 2.03:


 


(i)           the
aggregate amount of the requested Borrowing;


 


(ii)         the
date of such Borrowing, which shall be a Banking Day;


 


(iii)        whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)        in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”;


 


(v)         the
amount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing)
and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and


 


(vi)        the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of ‎Section 2.06.


 




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If no election as to
the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified
with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Each Borrowing Request shall constitute a representation by the Borrower that the amount of the requested
Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Revolving Credit Commitments (i.e., the
lesser of the Aggregate Maximum Revolving Credit Amounts and the then effective Borrowing Base).


 


Promptly following
receipt of a Borrowing Request in accordance with this ‎Section 2.04, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section 2.05         Interest
Elections.


 


(a)          Conversion
and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this ‎Section 2.05. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.


 


(b)         Interest
Election Requests. To make an election pursuant to this ‎Section 2.05, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under ‎Section 2.04
if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Interest Election Request in substantially the form of ‎Exhibit C
and signed by the Borrower.


 


(c)          Information
in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in
compliance with ‎Section 2.03:


 


(i)          the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to ‎Section 2.05(c)(ii) and ‎(iii) shall be specified for each resulting Borrowing);


 


(ii)         the
effective date of the election made pursuant to such Interest Election Request, which shall be a Banking Day;


 


(iii)        whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 




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(iv)        if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month’s duration.


 


(d)          Notice
to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent
shall advise each Revolving Credit Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)          Effect
of Failure to Deliver Timely Interest Election Request and Events of Default and Borrowing Base Deficiencies on Interest Election.
If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default or
a Borrowing Base Deficiency has occurred and is continuing: (i) no outstanding Borrowing may be converted to or continued
as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.06         Funding
of Borrowings.


 


(a)          Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 2:00 pm, New York City time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request;
provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in ‎Section 2.09(e)
shall be remitted by the Administrative Agent to the Issuing Bank. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for its Loan in any particular place or manner.


 


(b)          Presumption
of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date
of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with ‎Section 2.06(a)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans that are the same type. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 




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Section 2.07         Termination
of Revolving Credit Commitments and Termination and Reduction of Aggregate Maximum Revolving Credit Amounts.


 


(a)          Scheduled
Termination of Revolving Credit Commitments. Unless previously terminated, the Revolving Credit Commitments shall terminate
on the Revolving Credit Maturity Date. If at any time the Aggregate Maximum Revolving Credit Amounts or the Borrowing Base is terminated
or reduced to zero, then the Revolving Credit Commitments shall terminate on the effective date of such termination or reduction.


 


(b)          Optional
Termination and Reduction of Aggregate Maximum Revolving Credit Amounts.


 


(i)          The
Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Revolving Credit Amounts; provided
that (A) each reduction of the Aggregate Maximum Revolving Credit Amounts shall be in an amount that is an integral multiple
of $100,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Revolving
Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with ‎Section 3.04(c)(i),
the total Revolving Credit Exposures would exceed the total Revolving Credit Commitments.


 


(ii)         The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Revolving Credit Amounts
under ‎Section 2.07(b)(i) at least three Banking Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this ‎Section 2.07(b)(ii)
shall be irrevocable; provided, that a notice of termination of the Aggregate Maximum Revolving Credit Amounts may be conditioned
upon the effectiveness of other credit facilities or another event, in which case, such notice may be revoked by the Borrower (with
notice to the Administrative Agent on or prior to the specified effective date of such notice of termination) if such condition
is not satisfied. Any termination or reduction of the Aggregate Maximum Revolving Credit Amounts shall be permanent and may not
be reinstated. Each reduction of the Aggregate Maximum Revolving Credit Amounts shall be made ratably among the Lenders in accordance
with each Lender’s Applicable Revolving Credit Percentage.


 


Section 2.08         Borrowing
Base.


 


(a)          Initial
Borrowing Base. For the period from and including the Ninth Amendment Effective Date to but excluding the first Redetermination
Date thereafter, the amount of the Borrowing Base shall be $300,000,000. Notwithstanding the foregoing, the Borrowing Base may
be subject to further adjustments from time to time pursuant to ‎Section 2.07 or ‎Section 9.11(d).


 






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(b)          Scheduled
and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this ‎Section 2.08
(a “Scheduled Redetermination”), and, subject to ‎Section 2.08(d), such redetermined Borrowing
Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Revolving Credit Lenders on May 1st
and November 1st of each year, commencing May 1st, 2018. In addition, the Borrower may, by notifying the Administrative
Agent thereof, and the Administrative Agent may, at the direction of the Majority Revolving Credit Lenders, by notifying the Borrower
thereof, one time during any 12 month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations
(an “Interim Redetermination”) in accordance with this ‎Section 2.08.


 


(c)          Scheduled
and Interim Redetermination Procedure.


 


(i)          Each
Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative
Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent,
in the case of a Scheduled Redetermination, pursuant to ‎Section 8.12(a) and ‎(c), and, in
the case of an Interim Redetermination, pursuant to ‎Section 8.12(b) and ‎(c), and (B) such
other reports, data and supplemental information, including, without limitation, the information provided pursuant to ‎Section 8.12(c),
as may, from time to time, be reasonably requested by the Majority Revolving Credit Lenders (the Reserve Report, such certificate
and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative
Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base
(the “Proposed Borrowing Base”) based upon such information and such other information (including, without limitation,
the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence
of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and
gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum
Revolving Credit Amounts.


 


(ii)         The
Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed
Borrowing Base Notice”):


 


(A)         in
the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required
to be delivered by the Borrower pursuant to Sections ‎8.12(a) and ‎(c) in a timely and complete
manner, then on or before the May 15th and November 15th of such year following the date of delivery
or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower
pursuant to Sections ‎8.12(a) and ‎(c) in a timely and complete manner, then promptly after the
Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine
the Proposed Borrowing Base in accordance with ‎Section 2.08(c)(i); and


 




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(B)         in
the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has
received the required Engineering Reports.


 


(iii)        Any
Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Revolving Credit Lenders
as provided in this ‎Section 2.08(c)(iii); and any Proposed Borrowing Base that would decrease or maintain
the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Revolving Credit Lenders
as provided in this ‎Section 2.08(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving
Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base
by proposing an alternate Borrowing Base. If at the end of such fifteen (15) days, any Revolving Credit Lender has not communicated
its approval or disapproval in writing to the Administrative Agent of such Proposed Borrowing Base which would decrease or maintain
the Borrowing Base then in effect, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, at the end
of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing
Base then in effect have approved, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would
decrease or maintain the Borrowing Base then in effect have approved or deemed to have approved, as aforesaid, then the Proposed
Borrowing Base shall become the new Borrowing Base, effective on the date specified in ‎Section 2.08(d). If,
however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable,
have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders
to ascertain the highest Borrowing Base then acceptable to a number of Revolving Credit Lenders sufficient to constitute the Required
Revolving Credit Lenders and, so long as such amount does not increase the Borrowing Base then in effect (unless such amount would
increase the Borrowing Base in effect and all Revolving Credit Lenders approve such increase), such amount shall become the new
Borrowing Base, effective on the date specified in ‎Section 2.08(d).


 


(d)          Effectiveness
of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved by all of the Revolving Credit Lenders or
approved or deemed to be approved by the Required Revolving Credit Lenders, as applicable, pursuant to ‎Section 2.08(c)(iii),
the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the amount of the redetermined Borrowing
Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable
to the Borrower, the Administrative Agent, the Issuing Bank and the Revolving Credit Lenders:


 


(i)          in
the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required
to be delivered by the Borrower pursuant to Sections ‎8.12(a) and ‎(c) in a timely and complete
manner, then on May 1st or November 1st, as applicable, following such notice, or (B) if the Administrative Agent
shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections ‎8.12(a)
and ‎(c) in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and


 




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(ii)         in
the case of an Interim Redetermination, on the Business Day next succeeding delivery of such notice.


 


Such amount shall then
become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment
to the Borrowing Base under ‎Section 2.08(e), ‎Section 2.08(f) or ‎Section 9.11(d),
whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective
until the New Borrowing Base Notice related thereto is received by the Borrower.


 


(e)          Failure
to Cure Title. If the applicable Credit Party does not cure any title defect or discharge any Lien required to be discharged
pursuant to ‎Section 8.13(b) to the satisfaction of the Administrative Agent within sixty (60) days following
the earlier of (i) the date on which the Parent or the Borrower shall have given the notice referred to in this Section, (ii) the
date a Responsible Officer of the Parent or the Borrower has become aware of such title defect or Lien and (iii) the date
that the Administrative Agent has notified the Parent or the Borrower of such title defect or Lien, then the Administrative Agent
and the Required Revolving Credit Lenders may cause the Borrowing Base to be reduced by an amount equal to the value, if any, by
which such Hydrocarbon Interests have been impaired in the most recent Borrowing Base.


 


(f)          Reduction
of Borrowing Base Related to Swap Agreements and Asset Dispositions. If any Swap Agreement in respect of commodities to which
the Parent or any Credit Party is a party is Liquidated, and the aggregate value assigned to the Liquidated portion of such Swap
Agreement in the then effective Borrowing Base, when aggregated with the value assigned to (i) the Liquidated portion of all
Swap Agreements in respect of commodities Liquidated since the last Scheduled Redetermination Date, plus (ii) all Oil and
Gas Properties disposed of pursuant to ‎Section 9.11(d) since the last Scheduled Redetermination Date, is
in excess of five percent (5%) of the then effective Borrowing Base, then contemporaneously therewith, the Borrowing Base then
in effect shall be reduced by an amount equal to the value, if any, assigned to the Liquidated portion of such Swap Agreement in
the then effective Borrowing Base, as determined by the Administrative Agent and approved by the by the Required Revolving Credit
Lenders.


 


(g)          The
Borrowing Base shall also be subject to adjustment pursuant to ‎Section 9.11(d).


 


(h)          Determinations;
Adjustments. Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations
and adjustments by the Administrative Agent (and any determinations and decisions by each of the Revolving Credit Lenders or the
Required Revolving Credit Lenders in connection therewith, or in connection with the provisions of ‎Section 9.11(d),
including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting
any adjustment to any element included in a Reserve Report or the determination or redetermination of the Borrowing Base) shall
be made by any such Person as it deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria
as it exists at the particular time, and any such determination, redetermination or adjustment shall consider any other relevant
information or factors, including without limitation, any additional Debt or other obligations that have been incurred or that
the Parent and the Subsidiaries intend or expect to incur that such Person may deem appropriate in its sole discretion.


 




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Section 2.09         Letters
of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of US Dollar denominated Letters of
Credit for its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative
Agent and the Issuing Bank, at any time and from time to time during the Availability Period in an aggregate amount not to exceed
the LC Commitment; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of
Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or
other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.


 


(b)          Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (not less than five (5) Banking Days in advance of the requested date of issuance, amendment, renewal or extension)
a notice:


 


(i)          requesting
the issuance of a Letter of Credit or identifying the Letter of Credit to be amended, renewed or extended;


 


(ii)         specifying
the date of issuance, amendment, renewal or extension (which shall be a Banking Day);


 


(iii)        specifying
the date on which such Letter of Credit is to expire (which shall comply with ‎Section 2.09(c));


 


(iv)        specifying
the amount of such Letter of Credit;


 


(v)         specifying
the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit; and


 


(vi)        specifying
the amount of the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at such time, the current total
Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of
an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter
of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).


 




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A Letter of Credit
shall be issued, amended, renewed or extended only if (and each notice shall constitute a representation and warranty by the Borrower
that), after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure
shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Revolving Credit
Commitments (i.e., the lesser of the Aggregate Maximum Revolving Credit Amounts and the then effective Borrowing Base).


 


If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection
with any request for a Letter of Credit.


 


(c)          Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the date that is five Banking Days prior to the Revolving Credit Maturity Date.


 


(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Credit Lenders, the Issuing Bank hereby grants to each Revolving Credit
Lender, and each Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Credit Lender’s Applicable
Revolving Credit Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in ‎Section 2.09(e), or of any reimbursement payment required to be refunded to the Borrower for
any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this ‎Section 2.09(d)
in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a
Borrowing Base Deficiency or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.


 




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(e)          Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on
the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then
not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice
is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided
that if such LC Disbursement is not less than $1,000,000, the Borrower shall, subject to the conditions to Borrowing set forth
herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment be financed
with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment
shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. Promptly following receipt of
such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage of the
payment then due from the Borrower, in the same manner as provided in ‎Section 2.06 with respect to Loans
made by such Revolving Credit Lender (and ‎Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this ‎Section 2.09(e), the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Revolving Credit Lenders have made payments pursuant to this ‎Section 2.09(e)
to reimburse the Issuing Bank, then to such Revolving Credit Lenders and the Issuing Bank as their interests may appear. Any payment
made by a Revolving Credit Lender pursuant to this ‎Section 2.09(e) to reimburse the Issuing Bank for any
LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.


 


(f)          Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in ‎Section 2.09(e)
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue
or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this ‎Section 2.09(f),
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
Neither the Administrative Agent, the Revolving Credit Lenders nor the Issuing Bank, nor any of their Related Parties shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or
any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under
or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing
shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence, bad faith or willful misconduct on the part of the Issuing Bank (as finally determined by a court
of competent jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.


 




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(g)          Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation
to reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any such LC Disbursement.


 


(h)          Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank
for such LC Disbursement (either with its own funds or a Borrowing under ‎Section 2.09(e)), the unpaid amount
thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that
the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to
this ‎Section 2.09(h) shall be for the account of the Issuing Bank, except that interest accrued on and after
the date of payment by any Revolving Credit Lender pursuant to ‎Section 2.09(e) to reimburse the Issuing Bank
shall be for the account of such Revolving Credit Lender to the extent of such payment.


 


(i)          Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Credit Lenders
of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to ‎Section 3.05(b). From and after
the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


 




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(j)          Cash
Collateralization.


 


(i)          If
(A) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the
Majority Revolving Credit Lenders demanding that the Borrower Cash Collateralize the outstanding LC Exposure pursuant to this ‎Section 2.09(j),
(B) the Borrower is required to Cash Collateralize the excess attributable to any LC Exposure in connection with any prepayment
pursuant to ‎Section 3.04(c), or (ii) the Borrower is required to Cash Collateralize a Defaulting Lender’s
LC Exposure pursuant to ‎Section 4.03(c)(iii)(B), then the Borrower shall Cash Collateralize such LC Exposure
or the excess attributable to such LC Exposure, as the case may be, as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to Cash Collateralize pursuant to this ‎Section 2.09(j) shall become effective
immediately, and the Borrower’s obligation to Cash Collateralize shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default described in ‎Section 10.01(h), ‎Section 10.01(i)
or ‎Section 10.01(j).


 


(iii)        The
Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusive first priority
and continuing perfected security interest in and Lien on each account (a “Collateral Account”) in which the
Borrower has Cash Collateralized any obligation hereunder and all cash, checks, drafts, certificates and instruments, if any, from
time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased
with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time
to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds,
products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor (collectively,
the “Cash Collateral”).


 


(iv)        The
Borrower’s obligation to Cash Collateralize pursuant to this ‎Section 2.09(j) shall be absolute and
unconditional, without regard to whether any beneficiary of any Letter of Credit has attempted to draw down all or a portion of
such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject
to any defense or be affected by a right of set-off, counterclaim or recoupment which any Credit Party may now or hereafter have
against any such beneficiary, the Issuing Bank, the Administrative Agent, the Revolving Credit Lenders or any other Person for
any reason whatsoever.


 


(v)         Each
Collateral Account and all Cash Collateral shall secure the payment and performance of the Credit Parties’ obligations under
this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over each Collateral Account and the Cash Collateral. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in each
Collateral Account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied
to satisfy other obligations of the Credit Parties under this Agreement or the other Loan Documents. If the Borrower is required
to Cash Collateralize hereunder as a result of the occurrence of an Event of Default, and the Borrower is not otherwise required
to pay to the Administrative Agent the excess attributable to any LC Exposure in connection with any prepayment pursuant to ‎Section 3.04(c)
or Cash Collateralize a Defaulting Lender’s LC Exposure pursuant to ‎Section 4.03(c)(iii)(B), then such
amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Banking Days after all Events of
Default have been cured or waived.


 




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(k)          Use
of Letters of Credit. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder
to issue, and shall not issue, any Letter of Credit (i) if any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or if any Governmental
Requirement relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter
of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not
in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable
on the Effective Date and which the Issuing Bank in good faith deems material to it, or (ii) if the issuance of such Letter
of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that,
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof,
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of
clause ‎(ii) above, regardless of the date enacted, adopted, issued or implemented.


 


(l)          Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, any Issuing Bank that is not
the Administrative Agent or an Affiliate thereof shall, in addition to its notification obligations set forth elsewhere in this
Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall
be requested by the Administrative Agent) in respect of Letters of Credit issued by the Issuing Bank, including all issuances,
extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably
prior to the time that the Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment,
renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding
after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on
each Banking Day on which the Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on
any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to the Issuing Bank on such
day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information
as the Administrative Agent shall reasonably request as to the Letters of Credit issued by the Issuing Bank.


 




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(m)          LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


Section 2.10         Replacements
of Lenders under Certain Circumstances.


 


(a)          With
the consent of the Administrative Agent, not to be unreasonably withheld, the Borrower shall be permitted to replace any Lender
that (i) requests reimbursement for amounts owing pursuant to ‎Section 5.01, ‎Section 5.03
or ‎Section 5.05, (ii) is affected in the manner described in ‎Section 3.03(b) and
as a result thereof any of the actions described in such Section is required to be taken, or (iii) becomes a Defaulting Lender,
with a replacement bank, lending institution or other financial institution; provided that (A) such replacement does
not conflict with any requirement of Law, (B) no Event of Default shall have occurred and be continuing at the time of such
replacement, (C) the replacement bank or institution shall purchase, at par, all Loans of such replaced Lender and the Borrower
shall pay all other amounts, including pursuant to ‎Section 5.01, ‎Section 5.03 or ‎Section 5.05,
as the case may be, owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution,
if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative
Agent and the Issuing Bank, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions
of ‎Section 12.04(a) (provided, that the Borrower shall be obligated to pay the registration and processing
fee referred to therein) and (F) any such replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced Lender.


 


(b)          If
any Lender (such Lender, a “Non-Consenting Lender”) (i) has failed to consent to a proposed amendment,
waiver, discharge or termination that pursuant to the terms of ‎Section 12.02 requires the consent of all
of the Lenders affected or the Required Revolving Credit Lenders and with respect to which the Majority Revolving Credit Lenders
shall have granted their consent, or (ii) does not approve a proposed increase of the Borrowing Base with respect to which
the Required Revolving Credit Lenders shall have approved such proposed increase, then provided no Event of Default then exists,
the Borrower shall have the right (unless such Non-Consenting Lender grants such consent), with the consent of the Administrative
Agent (other than assignments to an Approved Counterparty or an Approved Fund which shall not require the consent of the Administrative
Agent), not to be unreasonably withheld, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign
its Loans and its Revolving Credit Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent
and the Issuing Bank provided, that, any assignment to an Approved Counterparty or an Approved Fund shall be deemed to be acceptable
to the Administrative Agent and the Issuing Bank; provided that: (A) all Obligations of the Borrower owing to such
Non-Consenting Lender being replaced (other than principal and interest) shall be paid in full to such Non-Consenting Lender concurrently
with such assignment, and (B) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender
a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment,
the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with ‎Section 12.04.


 




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(c)          Notwithstanding
anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this ‎Section 2.09
may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and
that the Lender making such assignment need not be a party thereto.


 


Article III

Payments of Principal and Interest; Prepayments; Fees


 


Section 3.01         Repayment
of Loans. The Borrower hereby unconditionally promises to pay in full to the Administrative Agent, for the account of each
Revolving Credit Lender, the then unpaid principal amount of such Revolving Credit Lender’s Revolving Loans, together with
all accrued interest thereon, on the Revolving Loan Termination Date.


 


Section 3.02         Interest. 


 


(a)          ABR
Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but
in no event to exceed the Highest Lawful Rate.


 


(b)          Eurodollar
Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.


 


(c)          Post-Default
Rate. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing or if any principal of or interest
on any Loan or any fee or other amount payable by any Credit Party hereunder or under any other Loan Document is not paid when
due, whether at stated maturity, upon acceleration or otherwise, and including any payments in respect of a Borrowing Base Deficiency
under ‎Section 3.04(c), then, upon notice thereof to the Borrower from the Administrative Agent at the direction
of the Required Revolving Credit Lenders, all Loans outstanding, in the case of an Event of Default and such overdue amount, in
the case of a failure to pay amounts when due, shall bear interest, after as well as before judgment, at a rate per annum equal
to two percent (2%) plus (i) in the case of overdue principal, the rate that would otherwise be applicable thereto, and (ii) in
the case of all other overdue amounts, to the extent permitted by applicable law, the rate applicable to ABR Loans as provided
in ‎Section 3.02(a), but in no event to exceed the Highest Lawful Rate. References in this subsection ‎(c)
to the Applicable Margin refer, in the case of all amounts owing under any Loan Documents (including but not limited to Revolving
Loans), to the Applicable Margin for Revolving Loans.


 


(d)          Interest
Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on
the Revolving Loan Termination Date; provided that (i) interest accrued pursuant to ‎Section 3.02(c)
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional prepayment
of an ABR Loan prior to the Revolving Loan Termination Date), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior
to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such
conversion.


 




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(e)          Interest
Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation would
exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on
the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error, and be binding upon the parties hereto.


 


Section 3.03         Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or the LIBO
Rate for such Interest Period; or


 


(b)          the
Administrative Agent is advised by the Required Revolving Credit Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made either
as an ABR Borrowing or at an alternate rate of interest determined by the Required Revolving Credit Lenders as their cost of funds.


 


Section 3.04         Prepayments.


 


(a)          Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with ‎Section 3.04(b).


 




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(b)          Notice
and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City
time, three Business Days (or such later time as the Administrative Agent may approve in its sole discretion) before the date of
prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business
Day (or such later time as the Administrative Agent may approve in its sole discretion) before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided, that a notice of prepayment of Loans may be conditioned upon the effectiveness of other credit
facilities or another event, in which case, such notice may be revoked by the Borrower (with notice to the Administrative Agent
on or prior to the specified effective date of such prepayment) if such condition is not satisfied. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in ‎Section 2.03. Each prepayment of a Borrowing shall be applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by ‎Section 3.02
and any payments to the extent required by ‎Section 5.02.


 


(c)          Mandatory
Prepayments.


 


(i)          If,
after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit Amounts pursuant to ‎Section 2.07(b),
the total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, then the Borrower shall (A) prepay the
Borrowings of Revolving Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess,
and (B) if any excess remains after prepaying all of the Borrowings of the Revolving Loans as a result of any LC Exposure,
Cash Collateralize such excess as provided in ‎Section 2.09(j).


 


(ii)         Upon
any redetermination of or adjustment to the amount of the Borrowing Base in accordance with ‎Section 2.08(a)
through ‎(d), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then
the Borrower shall (A) prepay the Borrowings of Revolving Loans in an aggregate principal amount equal to such excess and/or
add to the Mortgaged Property Oil and Gas Properties having value, as determined by the Administrative Agent and the Required Revolving
Credit Lenders, equal to or greater than such excess, or a combination thereof and (B) if any excess remains after prepaying
all of the Borrowings of Revolving Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of any LC
Exposure, Cash Collateralize such excess as provided in ‎Section 2.09(j). The Borrower shall be obligated
to make such prepayment, add such Oil and Gas Properties and/or Cash Collateralize such excess (A) in the case of a redetermination
pursuant to ‎Section 2.08(a) through ‎(d), no later than the date that is 90 days following
the date it receives the New Borrowing Base Notice in accordance with ‎Section 2.08(d); and (B) in the
case of adjustment pursuant to ‎Section 2.08(e) on the date the adjustment occurs; provided that all
payments required to be made pursuant to this ‎Section 3.04(c)(ii) must be made on or prior to the Revolving
Loan Termination Date.


 




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(iii)        Upon
any adjustments to the Borrowing Base pursuant to ‎Section 2.08(f) or ‎Section 9.11(d),
if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings
of Revolving Loans in an aggregate principal amount equal to such excess or add to the Mortgaged Property Oil and Gas Properties
having value, as determined by the Administrative Agent and the Required Revolving Credit Lenders, equal to or greater than such
excess, or implement a combination thereof, and (B) if any excess remains after prepaying all of the Borrowings of Revolving
Loans or adding such Oil and Gas Properties to the Mortgaged Property as a result of any LC Exposure, Cash Collateralize such excess
as provided in ‎Section 2.09(j). The Borrower shall be obligated to make such prepayment, add such Oil and
Gas Properties and/or Cash Collateralize such excess in the case of an adjustment to the Borrowing Base pursuant to ‎Section 2.08(f)
or ‎Section 9.11(d), on or prior to the Business Day following the date that the relevant Liquidation, sale
or other disposition occurs; provided that all payments required to be made pursuant to this ‎Section 3.04(c)(iii)
must be made on or prior to the Revolving Loan Termination Date.


 


(iv)        [Intentionally
Omitted].


 


(v)         [Intentionally
Omitted].


 


(vi)        [Intentionally
Omitted].


 


(vii)       Each
prepayment of Borrowings pursuant to this ‎Section 3.04 shall be first applied ratably to any ABR Borrowings
then outstanding and thereafter to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then
outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number
of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days
remaining in the Interest Period applicable thereto.


 


(viii)      Each
prepayment of Borrowings pursuant to this ‎Section 3.04(c) shall be applied ratably to the Loans included
in the prepaid Borrowings. Prepayments pursuant to this ‎Section 3.04(c) shall be accompanied by accrued interest
to the extent required by ‎Section 3.02.


 


(ix)         Notwithstanding
anything to the contrary herein, if a Borrowing Base Deficiency exists at the time any mandatory prepayment of Loans is required
hereunder, any such prepayment amounts shall be applied to prepay Revolving Loans and/or to Cash Collateralize such excess as provided
in ‎Section 2.09(j).


 


(d)          No
Premium or Penalty. Prepayments permitted or required under this ‎Section 3.04 shall be without premium
or penalty, except as required under ‎Section 5.02.


 


Section 3.05         Fees.


 


(a)          Revolving
Credit Commitment Fees. Subject to ‎Section 4.03(c)(i), the Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the Revolving Credit Commitment Fee
Rate on the average daily amount of the unused amount of the Revolving Credit Commitment of such Revolving Credit Lender during
the period from and including the date of this Agreement to but excluding the Revolving Loan Termination Date (it being understood
that the LC Exposure shall constitute usage of the Revolving Credit Commitments for purposes of this ‎Section 3.05(a)).
Accrued revolving credit commitment fees shall be payable in arrears on the last day of March, June, September and December of
each year and on the Revolving Loan Termination Date, commencing on the first such date to occur after the Effective Date. All
commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate,
in which case such commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day).


 




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(b)          Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender
a participation fee with respect to its participations (A) in Financial Letters of Credit Letters of Credit, which shall accrue
at a rate equal to the Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily
amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving
Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have
any LC Exposure and (B) in Performance Letters of Credit, which shall accrue at a rate equal to sixty-six and two-thirds percent
(66 2/3%) of the Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount
of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving
Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have
any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Credit Commitments
and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during
any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all
such fees shall be payable on the Revolving Loan Termination Date and any such fees accruing after the Revolving Loan Termination
Date shall be payable on demand. Upon notice thereof to the Borrower from the Administrative Agent, during the continuation of
an Event of Default, the fees payable pursuant to this ‎Section 3.05(b) shall increase by 2.00% per annum
over the then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this ‎Section 3.05(b)
shall be payable within 10 days after demand. All participation and fronting fees shall be computed on the basis of a year of 360
days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a
year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


 


(c)          Fee
Letter. The Borrower agrees to pay to the Administrative Agent, for the account of each Person therein specified, the fees
payable in the amounts and at the times stated in the Fee Letter.


 




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Article IV

Payments; Pro Rata Treatment; Sharing of Set-offs


 


Section 4.01         Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)          Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under ‎Section 5.01, ‎Section 5.02, ‎Section 5.03
or otherwise) prior to 1:00 pm, New York City time, on the date when due, in immediately available funds, without defense, deduction,
recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices specified in ‎Section 12.01, except payments to be made directly to the Issuing Bank
as expressly provided herein and except that payments pursuant to ‎Section 5.01, ‎Section 5.02, ‎Section 5.03
and ‎Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in US Dollars.


 


(b)          Application
of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.


 


(c)          Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest
thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal
of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of
this ‎Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and
in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than
to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this ‎Section 4.01(c)
shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.


 




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Section 4.02         Presumption
of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In
such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


 


Section 4.03         Defaulting
Lenders.


 


(a)          If
any Lender shall fail to make any payment required to be made by it pursuant to ‎Section 2.06(b), ‎Section 2.09(d), ‎Section 2.09(e), ‎Section 4.02, ‎Section 5.03(f)
or ‎Section 12.03(c), then the Administrative Agent may, in its sole discretion (notwithstanding any contrary
provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for
the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s obligations to it under such Sections
until all such unsatisfied obligations are fully paid in cash, and/or (ii) hold any such amounts in a segregated account as
cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each
of clauses ‎(i) and ‎(ii) above, in any order as determined by the Administrative Agent in its
sole discretion.


 


(b)          If
a Defaulting Lender (or a Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result
of the exercise of a set-off shall have received a payment in respect of its Revolving Credit Exposure which results in its Revolving
Credit Exposure being less than its Applicable Revolving Credit Percentage of the aggregate Revolving Credit Exposures, then no
payments will be made to such Defaulting Lender until such time as such Defaulting Lender shall have complied with ‎Section 4.03(c)
and all amounts due and owing to the Lenders have been equalized in accordance with each Revolving Credit Lender’s respective
pro rata share of the Secured Obligations. Further, if at any time prior to the acceleration or maturity of the Loans, the Administrative
Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting
Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which
such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or
each Lender (including each Defaulting Lender) is owed its Applicable Revolving Credit Percentage of all Revolving Credit Loans
then outstanding. After acceleration or maturity of the Loans, subject to the first sentence of this ‎Section 4.03(b),
all principal will be paid ratably as provided in ‎Section 10.02(c).


 




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(c)          Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender:


 


(i)          Fees
shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to ‎Section 3.05.


 


(ii)         The
Revolving Credit Commitment, the Maximum Revolving Credit Amount and the Revolving Credit Exposure of such Defaulting Lender shall
not be included in determining whether all Lenders, the Required Revolving Credit Lenders or the Majority Revolving Credit Lenders
have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to ‎Section 12.02);
provided that (A) any waiver, amendment or modification requiring the consent of each Lender or each affected Lender
pursuant to ‎Section 12.02 (other than ‎Section 12.02(b)(ii)), shall require the consent
of such Defaulting Lender and (B) any redetermination, whether an increase, decrease or affirmation, of the Borrowing Base
shall occur without the participation of such Defaulting Lender, but the Revolving Credit Commitment (i.e., such Defaulting
Lender’s Applicable Revolving Credit Percentage of the Borrowing Base) of such Defaulting Lender may not be increased without
the consent of such Defaulting Lender.


 


(iii)        If
any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(A)         all
or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Applicable Revolving Credit Percentage (for the purposes of such reallocation the Defaulting Lender’s Revolving
Credit Commitment shall be disregarded in determining the Non-Defaulting Lender’s Applicable Revolving Credit Percentage)
but only to the extent (x) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s
LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolving Credit Commitments, (y) the conditions
set forth in ‎Section 6.02 are satisfied at such time, and (z) the sum of each Non-Defaulting Lender’s
Revolving Credit Exposure plus its reallocated share of such Defaulting Lender’s LC Exposure does not exceed such Non-Defaulting
Lender’s Revolving Credit Commitment; provided that, subject to ‎Section 12.20, no such reallocation
will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any Lender may have
against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;


 




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(B)         if
the reallocation described in ‎Section 4.03(c)(iii)(A) cannot, or can only partially, be effected, then the
Borrower shall within one Business Day following notice by the Administrative Agent Cash Collateralize for the benefit of the Issuing
Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to
any partial reallocation pursuant to ‎Section 4.03(c)(iii)(A)) pursuant to ‎Section 2.09(j)
for so long as such LC Exposure is outstanding;


 


(C)         if
the Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to ‎Section 4.03(c)(iii)(B),
then the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to ‎Section 3.05(b)
with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash
Collateralized;


 


(D)         if
the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to ‎Section 4.03(c)(iii)(A), then the
fees payable to the Lenders pursuant to ‎Section 3.05(a) and ‎Section 3.05(b) shall be
adjusted in accordance with such Non-Defaulting Lenders’ Applicable Revolving Credit Percentages; and


 


(E)         if
all or any portion of such Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated pursuant to ‎Section 4.03(c)(iii),
then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all commitment fees that otherwise
would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving
Credit Commitment that was utilized by such LC Exposure) and all letter of credit fees payable under ‎Section 3.05(b)
with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is Cash
Collateralized and/or reallocated.


 


If (i) a Bankruptcy
Event or Bail-in Action with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as
such event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its
obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required
to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower
or such Lender, satisfactory to the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


(d)          In
the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender and such Lender is no longer a Defaulting Lender, then the
LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and
on such date, if necessary, such Lender shall purchase at par such of the Loans and/or participations in Letters of Credit of the
other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance
with its Applicable Revolving Credit Percentage; provided that no adjustments will be made retroactively with respect to
fees accrued while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a
waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.


 




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Article V

Increased Costs; Break Funding Payments; Taxes; Illegality


 


Section 5.01         Increased
Costs.


 


(a)          Eurodollar
Changes in Law. If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);


 


(ii)         subject
any Lender or the Issuing Bank to any Taxes (other than Indemnified Taxes described in ‎Section 5.03 or Excluded
Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or


 


(iii)        impose
on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or the Administrative Agent such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.


 


(b)          Capital
Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of
such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,
or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies
of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.


 


(c)          Certificates.
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in ‎Section 5.01(a) or ‎(b)
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing
Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.


 




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(d)          Effect
of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this ‎Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this ‎Section 5.01 for any increased costs or reductions incurred more than 365 days prior to
the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 365-day
period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section 5.02         Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar
Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment
of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to ‎Section 5.04, then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall
be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for US Dollar deposits of a comparable amount
and period from other banks in the eurodollar market.


 


A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this ‎Section 5.02
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 30 days after receipt thereof.


 


Section 5.03         Taxes.


 


(a)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be
made free and clear of and without deduction for any Taxes, except as required by applicable law; provided that if any Credit
Party or the Administrative Agent shall be required to deduct any Taxes from such payments, then (i) in the case of Indemnified
Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this ‎Section 5.03(a)), the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions
been made, (ii) such Credit Party or the Administrative Agent shall make such deductions and (iii) such Credit Party
or the Administrative Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law.


 




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(b)          Payment
of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse the Administrative Agent for the payment of
any Other Taxes.


 


(c)          Indemnification
by the Credit Parties. The Credit Parties shall jointly and severally indemnify the Administrative Agent, each Lender and the
Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any other Credit Party hereunder or in connection with any Loan Document or required to be
withheld or deducted from a payment to the Administrative Agent, such Lender or the Issuing Bank (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this ‎Section 5.03) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent,
a Lender or the Issuing Bank setting forth in reasonable detail the amount of such payment or liability under this ‎Section 5.03
shall be delivered to the Borrower and shall be conclusive absent manifest error.


 


(d)          Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Credit Party to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


 


(e)          Tax
Documentation. Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under
this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in
any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing
of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in the immediately succeeding sentence below) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without
limiting the generality of the foregoing, if a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the
Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary
for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this ‎Section 5.03(e), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 




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(f)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of ‎Section 12.04(c)(ii) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid
by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this ‎Section 5.03(f).


 


(g)          Tax
Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional
amounts pursuant to this ‎Section 5.03, it shall pay over such refund to the Borrower (but only to the extent
of indemnity payments made, or additional amounts paid, by the Borrower under this ‎Section 5.03 with respect
to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative
Agent or such Lender incurred as a result of receiving such refund or in connection with paying over such refund and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower,
upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph ‎(g),
in no event will the Administrative Agent or a Lender be required to pay any amount to the Borrower pursuant to this paragraph ‎(g)
the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative
Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
This ‎Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available
its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.


 




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(h)          Defined
Term. For purposes of this ‎Section 5.03, the term “Lender” includes Issuing Bank and, for
the avoidance of doubt, the term “applicable law” includes FATCA.


 


Section 5.04         Designation
of Different Lending Office.  If any Lender requests compensation under ‎Section 5.01,
or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to ‎Section 5.03, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or
reduce amounts payable pursuant to ‎Section 5.01 or ‎Section 5.03, as the case may be,
in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


 


Section 5.05         Illegality.
Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable
lending office to honor its obligation to make or maintain Eurodollar Loans, including without limitation any illegality due to
any economic or financial Sanctions, either generally or having a particular Interest Period hereunder, then (a) such Lender
shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar
Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain
such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR
Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender
then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to
the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be
applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans.


 


Article VI

Conditions Precedent


 


Section 6.01         Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is satisfied (or waived in accordance with ‎Section 12.02):


 


(a)          The
Administrative Agent, the Global Coordinator, the Arrangers and the Lenders shall have received all arrangement and agency fees
and all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, without limitation,
the fees and expenses of Vinson & Elkins LLP, Posse, Herrera & Ruiz S.A., McCarthy Tétrault, Appleby (Cayman)
Ltd., Appleby (Bermuda) Ltd., counsel to the Administrative Agent).


 




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(b)          The
Administrative Agent shall have received a certificate of the Secretary, an Assistant Secretary or another officer of each Credit
Party setting forth (i) resolutions of its board of directors or other applicable governing body with respect to the authorization
of such Credit Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated
in those documents, (ii) the directors and/or officers of such Credit Party (y) who are authorized to sign the Loan Documents
to which such Credit Party is a party and (z) who will, until removed from the board of directors or replaced by another officer
or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices
and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures
of such authorized directors and/or officers, and (iv) the articles or certificate of incorporation and bylaws or memorandum
and articles of association (or other organizational documents) of such Credit Party, certified as being true and complete. The
Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in
writing from the Borrower to the contrary.


 


(c)          The
Administrative Agent shall have received certificates of the appropriate Governmental Authorities with respect to the existence,
qualification and good standing of each Credit Party.


 


(d)          The
Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative
Agent) of this Agreement signed on behalf of such party.


 


(e)          The
Administrative Agent shall have received duly executed Notes and the Colombian Notes payable to each Lender in a principal amount
equal to its Maximum Revolving Credit Amount dated as of the Effective Date.


 


(f)          The
Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested
by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, the Bermuda Security Documents, the
Colombian Security Documents, the Cayman Security Documents, the Canadian Security Documents, and the other Security Instruments
described on ‎Exhibit E, together with share certificates, share transfer instruments, registers, direction
letters, acknowledgement notices, memoranda and any other documents in connection with the Liens created thereby as the Administrative
Agent may reasonably require, and in the case of the Colombian Security Documents, duly filed and (if applicable) recorded before
the competent Registry of Security over Movable Assets substantially concurrently with the Effective Date. In connection with the
execution and delivery of the Security Instruments, the Administrative Agent shall have received:


 


(i)          appropriate
governmental or third party search certificates (including, if applicable, UCC search certificates) as it may require reflecting
no prior Liens encumbering the Properties of the Credit Parties for each of the following jurisdictions: Colombia, the Cayman Islands,
Alberta, Delaware, District of Columbia, Nevada, Utah, and any other jurisdiction reasonably requested by the Administrative Agent;
other than those being assigned or released on or prior to the Effective Date or Liens permitted by ‎Section 9.03.


 




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(ii)         evidence
satisfactory to it that all loans and other amounts owing under the Existing Credit Agreement have been (or contemporaneously herewith
are being) repaid in full and all commitments thereunder have been terminated or cancelled and that all Liens in the countries
of the United States of America, Canada, Bermuda and the Cayman Islands on the Properties of the Credit Parties associated with
the Existing Credit Agreement have been released or terminated or assigned to the Administrative Agent, subject only to the filing
of applicable terminations, releases or assignments.


 


(iii)        evidence
satisfactory to it that all Liens on the Properties of Parent and its Subsidiaries on file with the Registry of Security Over Movable
Assets in Colombia in connection with the Existing Credit Agreement shall have been released or terminated.


 


(iv)        evidence
satisfactory to the Administrative Agent that the ANH has recognized each Colombian Branch as the operator of record of the entire
right, title, state and interest in, each Concession Agreement to which it is a party.


 


(v)         evidence
satisfactory to it that (A) each Guarantor has guaranteed the Secured Obligations pursuant to the Guaranty Agreement and (B) the
Security Instruments create first priority, perfected Liens (other than Excepted Liens) on all of the economic rights of Petrolifera
and Gran Tierra Energy Colombia under each Concession Agreement to which each is a party.


 


(vi)        deliver
a notification to the Eligible Buyer under each Offtake Agreement (other than the Colombian Peso Offtake Agreements) to which any
Credit Party is a party, in form and substance satisfactory to the Administrative Agent, directing each such Eligible Buyer (and
any other Person obligated to make payments thereunder) to make all payments under such Offtake Agreement to the relevant Collection
Account to the extent required pursuant to this Agreement.


 


(vii)       evidence
satisfactory to it that all of the Equity Interests in each Credit Party (other than the Parent) has been pledged, mortgaged, charged
or assigned by way of security to the Administrative Agent for the benefit of the Secured Parties pursuant to the Security Instruments,
and to the extent applicable, the Administrative Agent shall have received certificates, together with undated, blank stock powers
or share transfer forms for each such certificate, representing all of the issued and outstanding Equity Interests of such Credit
Party.


 


(viii)      evidence
satisfactory to it that all filings, registrations and recordings have been made in the appropriate governmental offices, and all
other actions have been taken, or will be taken substantially concurrently with the Effective Date, which shall be necessary or
advisable to create, first priority, perfected Liens (other than Liens permitted by ‎Section 9.03, excluding ‎Section 9.03(g))
on the Collateral pursuant to the Security Instruments.


 




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(g)          The
Administrative Agent shall have received an opinion of (i) Bracewell & Giuliani LLP, special New York counsel to the Parent
and the other Credit Parties, in form and substance satisfactory to the Administrative Agent, (ii) A&C Legal, special
Colombian counsel to the Parent and the other Credit Parties, in form and substance satisfactory to the Administrative Agent, (iii) Maples
and Calder, Cayman Islands legal counsel to the Parent and the other Credit Parties, in form and substance satisfactory to the
Administrative Agent, (iv) Stikeman Elliott LLP, special Canadian counsel to the Parent and the other Credit Parties, in form
and substance satisfactory to the Administrative Agent, (v) Greenberg Traurig, LLP, special Nevada counsel to the Parent and
the other Credit Parties, in form and substance satisfactory to the Administrative Agent, and (vi) Snell & Wilmer L.L.P.,
special Utah counsel to the Parent and the other Credit Parties, in form and substance satisfactory to the Administrative Agent.


 


(h)          The
Administrative Agent shall have received a certificate of insurance coverage of the Credit Parties evidencing that the Credit Parties
are carrying insurance in accordance with ‎Section 7.11.


 


(i)          The
Administrative Agent shall have received evidence satisfactory to it that all Governmental Requirements and third-party consents
and approvals necessary or advisable in connection with the Transactions have been obtained (without the imposition of any conditions
not already satisfied) and are in full force and effect; and all applicable waiting periods have expired without any action being
taken by any competent authority; and no law or regulation is applicable that restrains, prevents or imposes materially adverse
conditions upon the Transactions.


 


(j)          The
Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Parent
and its Subsidiaries.


 


(k)          The
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has
received all consents and approvals required by ‎Section 7.03.


 


(l)          The
Administrative Agent shall have received the Initial Financial Statements and the Initial Reserve Report accompanied by a certificate
covering the matters described in ‎Section 8.12(c).


 


(m)          The
Administrative Agent shall have received copies of, and be satisfied with the terms and conditions of each Material Document to
which any Credit Party is a party.


 


(n)          The
Administrative Agent shall have received a copy, certified by a Responsible Officer as true and complete (in each case, together
with all amendments thereto, if any), of (i) each Concession Agreement listed on Schedule ‎1.02(a), together
with all amendments thereto, if any, and all participation agreements, farm-ins, royalty agreements or similar agreements that
establish any obligation or interest in favor of a third party derived from the Concession Agreements, (ii) each Offtake Agreement
listed on Schedule ‎1.02(c) and (iii) each Swap Agreement listed on Schedule ‎7.18.


 




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(o)          The
Administrative Agent shall have received title information as the Administrative Agent may reasonably require satisfactory to the
Administrative Agent setting forth the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report.


 


(p)          The
capitalization structure and equity ownership of each Credit Party after giving effect to the Transactions shall be satisfactory
to the Administrative Agent in all respects.


 


(q)          The
Administrative Agent and the Lenders shall have received, to the extent requested by the Administrative Agent or a Lender and be
reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted
to the USA PATRIOT Act.


 


(r)          The
Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative
Agent may reasonably request.


 


The Administrative
Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to ‎Section 12.02)
at or prior to 2:00 p.m., New York City time, on September 30, 2015 (and, in the event such conditions are not so satisfied
or waived, the Revolving Credit Commitments shall terminate at such time).


 


Section 6.02         Each
Credit Event. The obligation of each Lender to make a Loan (including the initial funding), and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.


 


(b)          The
representations and warranties of the Credit Parties set forth in this Agreement and in the other Loan Documents shall be true
and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material
Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date of such Borrowing or the date
of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations
and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue
to be true and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality
or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such specified earlier date.


 




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(c)          The
receipt by the Administrative Agent of a Borrowing Request in accordance with ‎Section 2.04 or a request for
a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with ‎Section 2.09(b),
as applicable.


 


Each request for a
Borrowing of Loans under ‎Section 2.02
and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in ‎Section 6.02(a)
and ‎(b).


 


Section 6.03         Additional
Conditions to Credit Events. In addition to the conditions precedent set forth in ‎Section 6.02, so long
as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit,
unless it is satisfied that the LC Exposure will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders
and/or the Borrower will Cash Collateralize the LC Exposure in accordance with ‎Section 4.03(c)(iii), and
participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders
in accordance with ‎Section 4.03(c)(iii)(A) (and Defaulting Lenders shall not participate therein).


 


Article VII

Representations and Warranties


 


The Parent and the
Borrower each represents and warrants to the Lenders that:


 


Section 7.01         Organization;
Powers. Each Credit Party is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization (and in the case of the Colombian Branch, has been duly formed and validly existing as a branch
of an oil exploration production related company in good standing (where applicable) under the laws of Colombia), has all requisite
power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets
and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals
and qualifications could not reasonably be expected to have a Material Adverse Effect.


 


Section 7.02         Authority;
Enforceability. The Transactions are within each Credit Party’s organizational powers and have been duly authorized by
all necessary corporate and, if required, stockholder or shareholder action (including, without limitation, any action required
to be taken by any class of directors of the Borrower or any other Person, whether interested or disinterested, in order to ensure
the due authorization of the Transactions). Each Loan Document and Material Document to which any Credit Party is a party has been
duly executed and delivered by such Credit Party and constitutes a legal, valid and binding obligation of such Credit Party, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law, and subject to any law regarding financial assistance as set forth in Article 143.2 et seq. of the law
approved by Royal Legislative Decree 1/ 2010 of 2 July under the title Ley de Sociedades de Capital (Corporate Enterprises
Act) of The Kingdom of Spain, as such law may be amended or replaced from time to time.


 




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Section 7.03         Approvals;
No Conflicts. The Transactions (other than the Material Documents) (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class
of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval,
registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document
against any Credit Party or the consummation of the Loan Documents, except such as have been obtained or made and are in full force
and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and the other
Loan Documents and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default
hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability
of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational
documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under
any Material Document or any indenture, agreement or other instrument binding upon any Credit Party or its Properties, or give
rise to a right thereunder to require any payment to be made by any Credit Party and (d) will not result in the creation or
imposition of any Lien on any Property of any Credit Party (other than the Liens created by the Loan Documents).


 


Section 7.04         Financial
Condition; No Material Adverse Change.


 


(a)          The
Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows as of and for (i) the fiscal year ended December 31, 2014, reported on by Deloitte & Touche LLP, independent
public accountants and (ii) for the fiscal quarter ended June 30, 2015. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash flows of the Parent and its Consolidated Subsidiaries
as of such date and for such period in accordance with GAAP.


 


(b)          Since
December 31, 2014, there has been no event, development or circumstance that has had or could reasonably be expected to have
a Material Adverse Effect.


 


(c)          As
of the Ninth Amendment Effective Date, neither the Parent nor any Restricted Subsidiary has on the date hereof any material Debt
(including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships or liabilities
for Taxes, except as referred to or reflected or provided for in the Financial Statements and except for intercompany Debt permitted
hereby.


 


Section 7.05         Litigation.
Except as set forth on Schedule ‎7.05, there are no actions, suits, investigations or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent or the Borrower, threatened against
or affecting any Restricted Subsidiary or involving any Material Document (i) as to which there is a reasonable possibility
of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.


 




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Section 7.06         Environmental
Matters. Except for such matters as set forth on Schedule ‎Section 7.06 or that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect:


 


(a)          the
Parent and the Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute
of limitation periods have been, in compliance with all applicable Environmental Laws.


 


(b)          the
Parent and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their
Properties, with all such Environmental Permits being currently in full force and effect, and none of the Parent or the Subsidiaries
has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that
any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied.


 


(c)          there
are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a
potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Parent’s or the Borrower’s
knowledge, threatened against the Parent or any Restricted Subsidiary or any of their respective Properties or as a result of any
operations at such Properties.


 


(d)          none
of the Properties of the Parent or any Restricted Subsidiary contain or have contained any: (i) underground storage tanks;
(ii) asbestos-containing materials; (iii) landfills or dumps; or (iv) hazardous waste management units.


 


(e)          there
has been no Release or, to the Parent’s knowledge, threatened Release, of Hazardous Materials at, on, under or from the Parent’s
or any Restricted Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings
of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Parent, none
of such Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating
from any other real property.


 


(f)          neither
the Parent nor any Restricted Subsidiary has received any written notice asserting an alleged liability or obligation under any
applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous
Materials at, under, or Released or threatened to be Released from any real properties offsite the Parent’s or any Restricted
Subsidiary’s Properties and, to the Parent’s or the Borrower’s knowledge, there are no conditions or circumstances
that could reasonably be expected to result in the receipt of such written notice.


 


(g)          there
has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations and
businesses of any of the Parent’s or the Subsidiaries’ Properties that could reasonably be expected to form the basis
for a claim for damages or compensation.


 




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(h)          The
Parent and the Subsidiaries have provided to the Lenders complete and correct copies of all requested environmental site assessment
reports, investigations, studies, analyses, that are in any of the Parent’s or the Subsidiaries’ possession or control
and relating to their respective Properties or operations thereon.


 


Section 7.07         Compliance
with the Laws and Agreements; No Defaults or Borrowing Base Deficiency.


 


(a)          Each
Credit Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other
instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental
authorizations necessary for the ownership of its Property and the conduct of its business, except (other than with respect to
bribery and anti-corruption Governmental Requirements) where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


 


(b)          No
Credit Party is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period
or the giving of notice, or both, would constitute a default or would require such Credit Party to Redeem or make any offer to
Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or
by which any Credit Party or any of its Properties is bound.


 


(c)          Each
Material Document is in full force and effect, and constitutes a valid and legally enforceable obligation of the parties thereto,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors’ rights generally or general equitable principles; and no Credit Party is in default thereunder,
nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice,
or both, would constitute a default thereunder, or would permit any counterparty thereto the right to terminate such Material Document
or any transaction thereunder, or exercise any remedial rights thereunder.


 


(d)          No
Default or Borrowing Base Deficiency has occurred and is continuing.


 


Section 7.08         Taxes.
Each of the Parent and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which the Parent or such Subsidiary, as applicable, has set aside on its books
adequate reserves in accordance with GAAP and (b) to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent and the Subsidiaries in respect
of Taxes and other governmental charges are, in the reasonable opinion of the Parent and the Borrower, adequate. No Tax Lien has
been filed (other than Excepted Liens) and, to the knowledge of the Parent or the Borrower, no claim is being asserted with respect
to any such Tax or other such governmental charge.


 




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Section 7.09         Employee
Benefit Arrangements. No Credit Party maintains any employee pension or benefit plan. Each Colombian Branch has been and is
in material compliance with all labor, pension fund, health, industrial security and social security obligations required under
Colombian law.


 


Section 7.10         Disclosure;
No Material Misstatements. None of the reports, financial statements, certificates or other written information furnished by
or on behalf of any Credit Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation
of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided
that, with respect to projected financial information, information of a general industry-wide nature or economic nature and other
forward looking information, the Parent and the Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time so furnished, it being understood that such projections are not to be viewed
as facts and that actual results during the period covered by any such projections may differ significantly from the projected
results. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or
fail to take into account material information regarding the matters reported therein.


 


Section 7.11         Insurance.
The Parent has, and has caused all Credit Parties to have, (a) all insurance policies sufficient for the compliance by each
of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts
and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly
situated and engaged in the same or a similar business for the assets and operations of the Subsidiaries. Administrative Agent
and the Lenders have been named as additional insureds in respect of such liability insurance policies in respect of all insurance
covering Oil and Gas Properties of the Credit Parties and the Administrative Agent has been named as loss payee with respect to
Property loss insurance in respect of all insurance covering Oil and Gas Properties of the Credit Parties.


 


Section 7.12         [Intentionally
Omitted].


 


Section 7.13         Subsidiaries.


 


(a)          As
of the Ninth Amendment Effective Date, set forth on Schedule ‎7.13, is (i) a true and complete list of each
Subsidiary and each Person holding ownership interests in such Subsidiary, and (ii) a true and complete description of the
nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such
ownership interests.


 


(b)          Except
as disclosed in Schedule ‎7.13, or as disclosed in writing to the Administrative Agent, which shall promptly furnish
a copy to the Lenders, and which shall be a supplement to Schedule ‎7.13, (i) each of the Parent and the Subsidiaries
owns, free and clear of Liens (other than Liens created pursuant to the Security Instruments), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown therein to be held by it, (ii) all of the issued and outstanding
Equity Interests of each such Person has been duly authorized and is validly issued, fully paid and nonassessable, and (iii) there
are no outstanding Equity Rights with respect to such Person.


 




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(c)          Each
Guarantor (other than the Parent) is a Wholly-Owned Subsidiary.


 


Section 7.14         Location
of Business and Offices. The Parent’s jurisdiction of incorporation is the State of Nevada, United States of America;
the name of the Parent as listed in the public records of its jurisdiction of organization is Gran Tierra Energy Inc.; the organizational
identification number of the Parent in its jurisdiction of organization is C13734-2003; the Parent’s principal place of
business and chief executive offices are located at the address specified in ‎Section 12.01;
and the Parent’s U.S. federal taxpayer identification number is 98-0479924 (or, in each case, as set forth in a notice
delivered to the Administrative Agent pursuant to ‎Section 8.01(n)
in accordance with ‎Section 12.01).
The Borrower’s jurisdiction of incorporation is the Cayman Islands; the name of the Borrower as listed in its certificate
of incorporation and, if any, its certificate of incorporation on change of name is Gran Tierra Energy International Holdings
Ltd.; the organizational identification number of the Borrower in its jurisdiction of incorporation is 238484; and the Borrower’s
principal place of business and chief executive offices are located at the address specified in ‎Section 12.01
(or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to ‎Section 8.01(n)
in accordance with ‎Section 12.01).


 


Section 7.15         Properties;
Titles, Etc.


 


(a)          Each
Credit Party has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report
and good title to all its personal Properties, in each case, free and clear of all Liens except Liens permitted by ‎Section 9.03.
After giving full effect to the Liens permitted by ‎Section 9.03, each Credit Party specified as the owner
owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the
most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Credit
Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount
in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by
a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.


 


(b)          All
material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full
force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or
both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse
Effect.


 


(c)          The
rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and
rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material
respects in the same manner as its business has been conducted prior to the date hereof.


 




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(d)          All
of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working
condition and are maintained in accordance with prudent business standards.


 


(e)          Each
Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material
to its business, and the use thereof by such Credit Party does not infringe upon the rights of any other Person, except for any
such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering
data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject
to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged
in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to
have a Material Adverse Effect.


 


Section 7.16         Maintenance
of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect,
the Oil and Gas Properties (and Properties unitized therewith) of the Credit Parties have been maintained, operated and developed
in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of
all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming
a part of the Oil and Gas Properties of the Credit Parties. Specifically in connection with the foregoing, except for those as
could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of any Credit Party is subject
to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because
of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part
of the Oil and Gas Properties (or Properties unitized therewith) of any Credit Party is deviated from the vertical more than the
maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed under and are producing from, and the well
bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized
Properties) of such Credit Party. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures
and equipment owned in whole or in part by any Credit Party that are necessary to conduct normal operations are being maintained
in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by any Credit Party,
in a manner consistent with Credit Parties’ past practices (other than those the failure of which to maintain in accordance
with this ‎Section 7.16 could not reasonably be expected to have a Material Adverse Effect).


 


Section 7.17         Marketing
of Production.


 


(a)          Schedule ‎1.02(c)
sets forth as of the Ninth Amendment Effective Date a true and complete list of (i) all Persons to whom each Credit Party
sells crude oil and any other Hydrocarbons and (ii) all contracts for the purchase and sale of crude oil and any other Hydrocarbons
to which the any Credit Party is a party.


 




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(b)          Each
contract for the purchase and sale of crude oil and other Hydrocarbons to which each Credit Party is a party is an Offtake Agreement.


 


(c)          Each
Person to whom any Credit Party sells crude oil and other Hydrocarbons is an Eligible Buyer.


 


Section 7.18         Swap
Agreements and Qualified ECP Guarantor. Schedule ‎7.18,
as of the Effective Date, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section
8.01(e), sets forth, a true and complete list of all Swap Agreements of each Credit Party, the material terms thereof (including
the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit
support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. The
Borrower is a Qualified ECP Guarantor.


 


Section 7.19         Use
of Loans and Letters of Credit. The proceeds of the Revolving Loans and the Letters of Credit shall be used (a) to repay
Debt under the Existing Credit Agreement and (b) to provide working capital for exploration and production operations and
for general corporate purposes of the Borrower and its Subsidiaries; provided that none of the Administrative Agent, the
Issuing Bank nor any Lender shall have any responsibility to monitor or verify the application by the Borrower of any amounts borrowed
pursuant to this Agreement. The Parent and the Subsidiaries are not engaged principally, or as one of its or their important activities,
in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock
(within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used
for any purpose which violates the provisions of Regulations T, U or X of the Board.


 


Section 7.20         Solvency.
After giving effect to the transactions contemplated hereby, at the time of each making of a Loan, and of each issuance, amendment,
renewal or extension of any Letter of Credit, (a) the aggregate assets (after giving effect to amounts that could reasonably
be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower individually,
and the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Credit Parties on a consolidated basis, as the
Debt becomes absolute and matures, (b) each of the Borrower individually and the Credit Parties taken as a whole will not
have incurred or intended to incur, and will not believe that they will incur, Debt beyond their ability to pay such Debt (after
taking into account the timing and amounts of cash to be received by each of the Borrower, individually, and the Credit Parties,
taken as a whole, and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably
be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and
(c) each of the Borrower individually and the Credit Parties taken as a whole will not have (and will have no reason to believe
that it will have thereafter) unreasonably small capital for the conduct of its business.


 


Section 7.21         Material
Documents. As of the Effective Date, the copies of the Material Documents previously delivered by the Parent or the Borrower
to the Administrative Agent are true, accurate and complete and have not been amended or modified in any manner, other than pursuant
to amendments or modifications permitted pursuant to ‎Section 9.16.


 




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Section 7.22         Ranking.
The Loans and the LC Exposure constitute senior secured Debt of the Credit Parties and rank (a) pari passu with all
obligations under all Secured Swap Agreements, all Specified Cash Management Agreements, and Debt secured by Liens permitted by ‎Section 9.03(d)
and (b) effectively senior to all other Debt of the Credit Parties to the extent of the value of the Collateral (other than
Debt secured by Liens permitted by ‎Section 9.03(d)),
except for obligations that are accorded mandatory preference by law and as may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally and as may be limited by equitable principles of general applicability.


 


Section 7.23         Anti-Corruption
Laws and Sanctions. Each of the Parent and its Subsidiaries and its and their respective officers and employees and, to the
knowledge of the Parent or the Borrower, the respective directors and agents of the Parent or any Subsidiary are in compliance
with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), and any other enabling legislation or executive order relating
thereto, (a) Anti-Corruption Laws or Anti-Money Laundering Laws and (a) the PATRIOT Act, in each case, in all material
respects and have not violated any applicable Sanctions. None of (a) the Parent or its Subsidiaries or any of their respective
directors, officers or employees, or (b) to the knowledge of the Parent or the Borrower, any agent of the Parent or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established by this Agreement, is a Sanctioned
Person or is engaged in any activity which is prohibited under Sanctions, including without limitation, (i) any direct or,
to the knowledge of the Parent or the Borrower, indirect dealings involving or benefitting (A) a Person that is listed on,
or owned or controlled by, or acting on behalf of a Sanctioned Person; (B) a Person located in, organized under, or owned
or controlled by, or acting on behalf of, a Person located in or organized under the laws of Sanctioned Country; (C) a Person
that is owned or controlled by, or acting for or on behalf of, or providing assistance, support or services of any kind to, or
otherwise associated with any Person in ‎(A)
or ‎(B); (ii) any business or making
or receiving any contribution of funds, goods or services to or for the benefit of any Person described in ‎(A)-‎(C);
(iii) any dealing in, or otherwise engaging in any transaction relating to any property or interests in property subject to
prohibitions under Sanctions; and (iv) any transaction that evades, avoids or attempts to violate any of the prohibitions
set forth in the Sanctions or has such a purpose.


 


Section 7.24         Anti-Terrorism
Laws/OFAC. Neither the Parent, nor any of its Subsidiaries, nor, to the knowledge of the Parent or the Borrower, any of its
Affiliates nor any of the respective officers, directors or agents of the Parent, such Subsidiaries or such Affiliates (a) has
violated or is in violation of Anti-Terrorism Laws, (b) has engaged or engages in any transaction, investment, undertaking
or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty
Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Co-operation and
Development’s Financial Action Task Force on Money Laundering, (c) is a Sanctioned Person, (d) conducts any business
or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person,
(e) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to
any Anti-Terrorism Law or (f) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 




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Section 7.25         Foreign
Exchange Special Regime. Each Colombian Branch is subject to, and in compliance with, the corresponding foreign exchange special
regime applicable to oil sector companies, composed by External Resolution 8 of 2000 and circular reglamentaria externa DCIN-83,
both issued by the Colombian Central Bank (Banco de la Republica), and by Decree 2080 of 2000 issued by Ministry of Finance
and Public Credit (Ministerio de Hacienda y Credito Publico).


 


Section 7.26         Investment
Company Act. Neither the Parent nor any Restricted Subsidiary is an “investment company” or a company “controlled”
by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940,
as amended.


 


Article VIII

Affirmative Covenants


 


Until the Revolving
Credit Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
and all other amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired
or terminated (or other arrangements satisfactory to the Issuing Bank in respect thereto have been made) and all LC Disbursements
shall have been reimbursed, the Parent and the Borrower each covenants and agrees with the Lenders that:


 


Section 8.01         Financial
Statements; Other Information. The Parent will furnish to the Administrative Agent (for provision of the same to each Lender):


 


(a)          Annual
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 90 days
after the end of each fiscal year of the Parent, its audited consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing
(without a “going concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied.


 


(b)          Quarterly
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal year of the Parent, its consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent and its
Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes.


 




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(c)          Certificate
of Financial Officer – Compliance. Concurrently with any delivery of financial statements under ‎Section 8.01(a)
or ‎Section 8.01(b), a certificate of a Financial Officer substantially in the form of ‎Exhibit D
hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof
and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with ‎Section 9.01, (iii) setting forth reasonably detailed calculations of Adjusted Consolidated
Net Income, (iv) specifying that there has been no change in the list of Material Subsidiaries, Restricted Subsidiaries and
Unrestricted Subsidiaries since the date the last compliance certificate was delivered or updating the list of Material Subsidiaries,
Restricted Subsidiaries and Unrestricted Subsidiaries, as applicable, to reflect any such changes since such date, (v) stating
whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred
to in ‎Section 7.04(a)(i) and, if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate, (vi) with respect to each certificate delivered concurrently with any
delivery of financial statements under ‎Section 8.01(a) only, attaching thereto a true, correct and complete
organizational chart of the Parent and its Subsidiaries as of the time of delivery of such certificate, (vii) setting forth each
Eligible Buyer who is party to an Offtake Agreement as of the date of each compliance certificate delivered pursuant to ‎Section 8.01(c)
and (viii) setting forth a calculation of the Available Amount as of the last day of the applicable fiscal quarter or fiscal year.


 


(d)          Certificate
of Financial Officer – Consolidating Information. If, at any time, all of the Consolidated Subsidiaries of the Parent
are not Consolidated Restricted Subsidiaries, then concurrently with any delivery of financial statements under ‎Section 8.01(a)
or ‎Section 8.01(b), a consolidated balance sheet and a consolidated income statement that each include only
the consolidated financial results of the Restricted Subsidiaries and exclude all financial results from any Unrestricted Subsidiaries.


 


(e)          Certificate
of Financial Officer – Swap Agreements. Concurrently with the delivery of each Reserve Report hereunder, a certificate
of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of a recent date, a true
and complete list of all Swap Agreements of the Credit Parties, the material terms thereof (including the type, term, effective
date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements
relating thereto not listed on Schedule ‎7.18, any margin required or supplied under any credit support document,
and the counterparty to each such agreement.


 


(f)          Certificate
of Insurer – Insurance Coverage. Concurrently with any delivery of financial statements under ‎Section 8.01(a),
a certificate of insurance coverage from each insurer with respect to the insurance required by ‎Section 8.07,
in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all
copies of the applicable policies.


 


(g)          Other
Accounting Reports. Promptly upon receipt thereof, a copy of each other report or letter submitted to the Parent or any of
its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of
the Parent or any such Subsidiary, and a copy of any response by the Parent or any such Subsidiary, or the Board of Directors of
the Parent or any such Subsidiary, to such letter or report.


 




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(h)          Securities
Exchange and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials filed by the Parent or any Restricted Subsidiary with the SEC, or with
any national securities exchange (including the NYSE Amex and the Toronto Stock Exchange), or distributed by the Parent to its
shareholders generally, as the case may be.


 


(i)          Notices
Under Material Documents. Promptly after the furnishing thereof, copies of any material notice, inquiry or demand (including,
without limitation, any notice of, or request for information regarding, any default, event of default, force majeure event or
termination event (caducidad), furnished to or by any Person (whether any Credit Party, any Eligible Buyer, any Governmental
Authority, ANH, Ecopetrol S.A., any counterparty or otherwise) pursuant to or in connection with the terms of any Material
Document.


 


(j)          Defaults
under Material Documents. Promptly after the Parent or the Borrower knows or has reason to believe that any condition or event
that constitutes a default, event of default, force majeure event or termination event (howsoever described) under any Material
Document has occurred, a notice of such occurrence, together with a certificate from a Responsible Officer of the Parent or the
Borrower specifying the nature and period of existence of such default, event of default, force majeure event or termination event,
and any action taken or proposed to be taken with respect thereto.


 


(k)          Lists
of Purchasers; Offtake Agreements. (i) Promptly following the written request of the Administrative Agent, a list of all Persons
purchasing Hydrocarbons from any Credit Party; and (ii) concurrently with the compliance certificate delivered pursuant to Section
8.01(c), copies of each Offtake Agreement or amendment thereto, in each case which has been entered into by the applicable
Credit Party during the period covered by such compliance certificate, to the extent not previously delivered to the Administrative
Agent.


 


(l)          Notice
of Sales of Oil and Gas Properties and Liquidation of Swap Agreements.


 


(i)          In
the event any Credit Party intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties pursuant to ‎Section 9.11(d)
or Section 9.11(i) or the Parent or any Restricted Subsidiary intends to sell, transfer, assign or otherwise dispose of
any Equity Interests in any Subsidiary Guarantor pursuant to ‎Section 9.11(d) or Section 9.11(i), in
each case with a Fair Market Value in excess of the greater of $10,000,000 and 5% of the Borrowing Base (when combined with the
Fair Market value described in clause (ii) below), prior written notice (and in any event no later than 5 days, or such later date
as the Administrative Agent may agree, prior thereto) of such disposition, the price thereof and the anticipated date of closing
and any other details thereof reasonably requested by the Administrative Agent or any Lender.


 




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(ii)         In
the event that the Parent or any Restricted Subsidiary receives any notice of early termination of any Swap Agreement to which
it is a party from any of its counterparties, or any Swap Agreement to which the Parent or any Restricted Subsidiary is a party
is Liquidated, in each case with a Fair Market Value in excess of the greater of $10,000,000 and 5% of the Borrowing Base (when
combined with the Fair Market value described in clause (i) above), prompt written notice of the receipt of such early termination
notice or such Liquidation (in the case of a voluntary Liquidation of any Swap Agreement, written notice no less than one (1) Business
Days’ following the date thereof), as the case may be, together with a reasonably detailed description or explanation thereof
and any other details thereof reasonably requested by the Administrative Agent or any Lender.


 


(m)          Notice
of Casualty Events. Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event
having a Fair Market Value in excess of the greater of (i) $10,000,000 and (ii) 5% of the then effective Borrowing Base,
or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event having a Fair Market
Value in excess of the greater of (A) $10,000,000 and (B) 5% of the then effective Borrowing Base.


 


(n)          Information
Regarding Guarantors. Prompt written notice (and in any event within ten (10) days) of any change in (i) any Guarantor’s
corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties,
(ii) the location of any Guarantor’s chief executive office or principal place of business, (iii) any Guarantor’s
identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) any Guarantor’s
jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization,
and (v) any Guarantor’s taxpayer identification number.


 


(o)          Production
Report and Operating Statements.


 


(i)          On
or before April 1 and October 1 of each year, a report setting forth, for each calendar month during the then current
fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made
and the revenues derived from such sales), including gross production and net production after royalties, for each such calendar
month from the Oil and Gas Properties of the Credit Parties, and setting forth the related ad valorem, severance and production
taxes and operating expenses attributable thereto and incurred for each such calendar month, and such other related information
as the Administrative Agent may reasonably request.


 


(ii)         No
later than April 1 of each year, a report prepared by or on behalf of the Parent detailing (A) the projected production
of Hydrocarbons by the Credit Parties in each of the next four fiscal quarters and the assumptions used in calculating such projections,
(B) an annual operating budget for the Credit Parties for the forthcoming fiscal year, and (C) the projected capital
expenditures to be incurred by the Credit Parties in each of the next four fiscal quarters, with a breakdown of those capital expenditures
to be used for the development of proved undeveloped reserves in the Oil and Gas Properties of the Credit Parties (including the
Colombian Hydrocarbon Properties), and the assumptions used in calculating such projections.


 


(p)          Notices
of Certain Changes. Promptly, but in any event within ten (10) Business Days after the execution thereof, copies of any amendment,
modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other
organic document of any Credit Party.


 




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(q)          Material
Changes. Promptly after any material change in royalties or taxes, or the confiscation, condemnation, seizure, forfeiture or
expropriation in respect of any Oil and Gas Properties of any Credit Party.


 


(r)          Certificate
of Financial Officer – Environmental Laws; Corporate Social Responsibility. Promptly, but no later than ninety (90) days
following the end of each fiscal year of the Parent, a certificate of a Responsible Officer of the Parent, in form and substance
reasonably satisfactory to the Administrative Agent, confirming compliance with ‎Section 7.06, or details
of any potential or actual material deviation therefrom, together with details of the actions being taken to respond to and remedy
the situation.


 


(s)          Notices
under Concession Agreements. Promptly after receipt thereof, copies of any requirement that any Colombian Branch receives from
ANH or Ecopetrol S.A. that results or may result in the early termination (caducidad) of one or more of the Concession Agreements.


 


(t)          Notice
of Senior Debt Issuance. Written notice at least (3) days (or such later date as the Administrative Agent may agree) prior
to the issuance of any Senior Debt as contemplated by Section 9.02(g), the anticipated amount thereof and the anticipated
date of closing and a copy of the preliminary offering memorandum (if any), the final offering memorandum (if any) and the most
recent draft of the indenture available at such time (if any) relating to such offering of Senior Debt.


 


(u)          Other
Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs
and financial condition of the Parent or any Restricted Subsidiary, or compliance with the terms of this Agreement or any other
Loan Document, as the Administrative Agent or any Lender may reasonably request.


 


Any financial statement
or filing required to be furnished pursuant to ‎Section 8.01(a), ‎Section 8.01(b) or ‎Section 8.01(h)
shall be deemed to have been furnished on the date on which the Borrower has notified the Administrative Agent that the Parent
or the Borrower has filed such financial statement or filing with either (i) the Securities and Exchange Commission and such
financial statement is available on the EDGAR website at www.sec.gov or (ii) the Canadian Securities Administrators and such
financial statement is available on the SEDAR website at www.sedar.com.


 


Section 8.02         Notices
of Material Events. The Parent will furnish to the Administrative Agent (for provision of the same to each Lender) prompt (and
in any event within three (3) Business Days) written notice after a Responsible Officer of the Parent or of the Borrower obtains
knowledge of any of the following:


 


(a)          the
occurrence of any Default;


 




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(b)          the
filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before
any arbitrator or Governmental Authority against or affecting the Parent or any Restricted Subsidiary thereof not previously disclosed
in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether
or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result
in liability in excess of the greater of (x) $10,000,000 and (y) 5% of the then effective Borrowing Base and not fully covered
by insurance, subject to normal deductibles; and


 


(c)          any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered
under this ‎Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section 8.03         Existence;
Conduct of Business. The Parent will, and will cause each other Credit Party to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction
in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the
failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall
not prohibit any merger, consolidation, liquidation or dissolution permitted under ‎Section 9.10.


 


Section 8.04         Payment
of Tax Obligations. The Parent will, and will cause each Subsidiary to, pay its Tax liabilities
before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) the Parent or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Parent or any Restricted
Subsidiary.


 


Section 8.05         Performance
of Obligations under Loan Documents. The Borrower will pay the Notes and Colombian Notes according
to the reading, tenor and effect thereof, and the Parent will, and will cause each other Credit Party to, do and perform every
act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation,
this Agreement, at the time or times and in the manner specified.


 


Section 8.06         Operation
and Maintenance of Properties; Subordination of Operator’s Liens. The Parent, at its own expense, will, and will cause
each other Credit Party to:


 


(a)          operate
its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to
be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable
contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable pro ration
requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from
time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of
Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to
have a Material Adverse Effect.


 




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(b)          keep
and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted,
and preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material
Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities, except
to the extent of a disposition of such Property that is otherwise permitted under ‎Section 9.11.


 


(c)          promptly
pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses
and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do
all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder
except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(d)          promptly
perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations
required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its
Oil and Gas Properties and other material Properties.


 


(e)          cause
each Affiliate of the Parent or the Borrower (other than a Credit Party) which operates any of the Credit Parties’ Oil and
Gas Properties to subordinate, pursuant to agreements in form and substance satisfactory to the Administrative Agent, any operators’
Liens or other Liens in favor of such Affiliate in respect of such Oil and Gas Properties to the Liens in favor of the Administrative
Agent for the benefit of the Secured Parties;


 


(f)          to
the extent a Credit Party is not the operator of any Property, the Parent shall use reasonable efforts to cause the operator to
comply with this ‎Section 8.06.


 


Section 8.07         Insurance.
The Parent will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance
in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the
Collateral shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies
shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor
to give (a) at least thirty (30) days’ prior notice of any cancellation (for cancellations not related to non-payment)
and (b) at least ten (10) days’ prior notice of any cancellation (for cancellations related to non-payment), to the
Administrative Agent.


 




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Section 8.08         Books
and Records; Inspection Rights. The Parent will, and will cause each other Credit Party to, keep proper books of record and
account in which full, true and correct entries are made in all material respects of all dealings and transactions in relation
to its business and activities. The Parent will, and will cause each other Credit Party to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make
extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested; provided, that unless an Event of Default has occurred
and is continuing, the Credit Parties shall bear the cost and expense of any such visit or inspection no more than once during
any calendar year.


 


Section 8.09         Compliance
with Laws. The Parent will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its Property, except (other than with respect to bribery and anti-corruption Governmental Requirements)
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


Section 8.10         Environmental
Matters.


 


(a)          The
Parent shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s
Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to
have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or
threaten to Release, any Hazardous Material on, under, about or from any of the Parent’s or its Subsidiaries’ Properties
or any other property offsite the Property to the extent caused by the Parent’s or any of its Subsidiaries’ operations
except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected
to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file,
all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the
operation or use of the Parent’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably
be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause
each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring,
containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial
Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because
of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material
on, under, about or from any of the Parent’s or its Subsidiaries’ Properties, which failure to commence and diligently
prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries
to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials
that could reasonably be expected to form the basis for a claim for damages or compensation; and (vi) establish and implement,
and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure
that the Parent’s and its Subsidiaries’ obligations under this ‎Section 8.10(a) are timely and
fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.


 


(b)          The
Parent will promptly, but in no event later than five days of the occurrence thereof, notify the Administrative Agent and the Lenders
in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit
by any Person against the Parent or any Restricted Subsidiary or any of their Properties of which the Parent has knowledge in connection
with any Environmental Laws if the Parent could reasonably anticipate that such action will result in liability (whether individually
or in the aggregate) in excess of $10,000,000, not fully covered by insurance, subject to normal deductibles.


 




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Section 8.11         Further
Assurances.


 


(a)          The
Parent at its sole expense will, and will cause each other Credit Party to, promptly execute and deliver to the Administrative
Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure
any defects or accomplish the conditions precedent, covenants and agreements of any Credit Party, as the case may be, in the Loan
Documents, including the Notes and the Colombian Notes, or to further evidence and more fully describe the Collateral intended
as security for the Secured Obligations, or to correct any omissions in this Agreement or the Security Instruments, or to state
more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or
any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all
as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.


 


(b)          The
Parent and the Borrower each hereby authorizes the Administrative Agent to file one or more financing or continuation statements
(or the equivalent thereof), and amendments thereto, relative to all or any part of the Mortgaged Property without the signature
of any Credit Party where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing
statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.
The Borrower and the Parent each acknowledges and agrees that any such financing statement may describe the collateral as “all
assets” of the applicable Credit Party or words of similar effect as may be required by the Administrative Agent in any jurisdiction
where such a description is appropriate or applicable.


 




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Section 8.12         Reserve
Reports.


 


(a)          On
or before April 1 and October 1 of each year, commencing April 1, 2016, the Borrower shall furnish to the Administrative
Agent and the Revolving Credit Lenders a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of the immediately
preceding December 31 and July 1. The Reserve Report as of December 31 of each year shall be prepared by one or
more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision
of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been
prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report.


 


(b)          In
the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders
a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such
Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding
December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant
to ‎Section 2.08(b), the Borrower shall provide such Reserve Report with an “as of” date as required
by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such
request.


 




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(c)          With
the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent (for delivery to the Revolving Credit
Lenders) a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained
in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower or
the other Credit Parties owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such
Properties are free of all Liens except for Liens permitted by ‎Section 9.03, (iii) except as set forth
on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to
its Oil and Gas Properties evaluated in such Reserve Report which would require any Credit Party to deliver Hydrocarbons either
generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor,
(iv) none of their Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as
set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail
as reasonably required by the Administrative Agent, (v) each Eligible Buyer has executed instruction letters pursuant to which
it has agreed to make payments under each Offtake Agreement to which it is a party to the relevant Collection Account as required
by ‎Section 8.14(d), (vi) attached to the certificate is a true and complete list of (A) all Persons
to whom the Credit Parties sell crude oil and any other Hydrocarbons and (B) all contracts for the purchase and sale of crude
oil and any other Hydrocarbons to which any Credit Party is a party (including, without limitation, each Offtake Agreement), (vii) attached
thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are included in the Borrowing Base, and
(viii) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are subject to Security
Instruments in favor of the Administrative Agent and demonstrating the percentage of the total proved value of the Oil and Gas
Properties that the value of such Oil and Gas Properties represent.


 


Section 8.13         Title Information.


 


(a)          On
or before the delivery to the Administrative Agent and the Revolving Credit Lenders of each Reserve Report required by ‎Section 8.12(a),
the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering the Oil and Gas
Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report.


 


(b)          If
(i) the Borrower has provided title information for additional Properties under ‎Section 8.13(a), and
receives notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties
or (ii) the Parent or the Borrower become aware of the existence of any title defect or any Lien (other than Liens permitted
by ‎Section 9.03) affecting any Oil and Gas Properties (including any Colombian Hydrocarbon Property) of any
Credit Party which has been given value in the most recent Reserve Report, the Borrower shall give the Administrative Agent prompt
written notice of such title defect or Lien, and the case of the foregoing clauses ‎(i) or ‎(ii),
the Parent shall, or shall cause the applicable Credit Party to, undertake to take all steps necessary to cure such title defect
or discharge such Lien; provided, that the failure of the applicable Credit Party to cure such title defect or discharge
such lien to the reasonable satisfaction of the Administrative Agent shall not constitute an Event of Default and the only remedy
of the Administrative Agent and the Revolving Credit Lenders in connection with such failure shall be the adjustment of the Borrowing
Base in accordance with ‎Section 2.08(e).


 




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Section 8.14         Guaranty;
Collateral.


 


(a)          Guaranty.
The Parent shall guarantee, and the Parent shall cause (i) each Material Subsidiary, (ii) each Subsidiary that directly
owns any Equity Interests in the Borrower or a Material Subsidiary, and (iii) each Subsidiary that guarantees any Senior Debt
to guarantee, within sixty (60) days (or such longer time (not to exceed sixty (60) days past such sixty (60) day period without
the consent of the Majority Revolving Credit Lenders) as the Administrative Agent may agree in its sole discretion) of such Person
becoming a Material Subsidiary or Subsidiary (including as a result of such Person becoming a Subsidiary by ceasing to be an Excluded
Subsidiary or Unrestricted Subsidiary), as the case may be, the Secured Obligations pursuant to the Guaranty Agreement (by supplement,
joinder or otherwise) and/or one or more other guaranty agreements on terms satisfactory in form and substance to the Administrative
Agent; provided that once a Person is a Guarantor hereunder, such Person shall remain a Guarantor notwithstanding the fact
that such Person may at some point after becoming a Guarantor cease to otherwise meet the foregoing requirements of becoming a
Guarantor.


 


(b)          Liens
and Material Documents. The Parent shall, and shall cause each Subsidiary that is required to become a Guarantor under Section
8.14(a) above to, within the same time period required under Section 8.14(a) above for such Subsidiary to become a Guarantor,
grant to the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations (i) on or prior
to the date that such Subsidiary enters into any Swap Agreement or Offtake Agreement (which shall not be prior to the date such
Subsidiary is required to become a Guarantor under Section 8.14(a) above), 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 (ii) a first priority, perfected Lien on all of its right, title and interest in
and to such Subsidiary’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession
Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning
of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible
Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all
rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without
limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all
books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of
the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative
Agent. 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 Eligible Buyer 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; provided, that, notwithstanding the foregoing, there shall be no requirement
to grant any Lien on any “Excluded Property” (as defined in the Guaranty Agreement).


 




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(c)          Pledge
of Equity Interests. The Parent shall, and shall cause its Subsidiaries to, mortgage, charge, assign by way of security, and
pledge all of the Equity Interests in the Borrower and each Subsidiary Guarantor (and with respect to any Person that becomes a
Subsidiary Guarantor (including as a result of such Person becoming a Subsidiary by ceasing to be an Excluded Subsidiary) after
the Effective Date, within sixty (60) days (or such longer time (not to exceed sixty (60) days past such sixty (60) day period
without the consent of the Majority Revolving Credit Lenders) as the Administrative Agent may agree in its sole discretion) of
such Person becoming a Subsidiary (including as a result of such Person becoming a Subsidiary by ceasing to be an Excluded Subsidiary
or Unrestricted Subsidiary), pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative
Agent.


 


(d)          Collection
Accounts. The Parent shall, and shall cause each other Credit Party to:


 


(i)          deposit
or cause to be deposited directly into one or more Collection Accounts in US Dollars or such other currency as the Majority Revolving
Credit Lenders may approve in their reasonable discretion, all Dedicated Cash Receipts; and


 


(ii)         grant
a first priority, perfected Lien to the Administrative Agent for the benefit of the Secured Parties on all of its right, title
and interest in and to each Collection Account established in the name of such Credit Party pursuant to one or more Deposit Account
Control Agreements and/or one or more other Security Instruments on terms satisfactory in form and substance to the Administrative
Agent.


 


(e)          Notwithstanding
the foregoing ‎Section 8.14(a) through ‎(d), the Administrative Agent may waive any obligation
of a Credit Party to grant a Lien on any property or to provide any item of collateral pursuant to this ‎Section 8.14
if in the sole judgment of the Administrative Agent the cost or other consequences of granting a Lien on such property or providing
such collateral shall be excessive in view of the benefits to be obtained by the Lenders therefrom.


 


Section 8.15         Unrestricted
Subsidiaries. The Parent shall:


 


(a)          cause
each Unrestricted Subsidiary to maintain its own separate books and records and bank accounts, which are and will be, in each case,
separate and apart from those of any other Person (other than any other Unrestricted Subsidiary);


 




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(b)          cause
each Unrestricted Subsidiary to be, and at all times hold itself out to the public as, a legal entity separate and distinct from
any other Person, maintain and utilize separate invoices and checks bearing its own name and otherwise conduct its own business
and own its own assets and correct any known misunderstanding regarding its separate identity (other than any other Unrestricted
Subsidiary);


 


(c)          cause
each Unrestricted Subsidiary to refrain from commingling its funds or other assets with those of any other Person (other than any
other Unrestricted Subsidiary);


 


(d)          cause
each Unrestricted Subsidiary to refrain from maintaining its assets in such a manner that would make it costly or difficult to
segregate, ascertain or identify its individual assets from those of any other Person (other than any other Unrestricted Subsidiary);


 


(e)          cause
each Unrestricted Subsidiary to observe all corporate formalities;


 


(f)          not,
and shall not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any
of the Unrestricted Subsidiaries other than to the extent permitted under ‎Section 9.05; and


 


(g)          shall
not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary,
other than to the extent permitted under ‎Section 9.02.


 


Article IX

Negative Covenants


 


Until the Revolving
Credit Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and
all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated
(or other arrangements satisfactory to the Issuing Bank in respect thereto have been made) and all LC Disbursements shall have
been reimbursed, the Parent and the Borrower each covenants and agrees with the Lenders that:


 


Section 9.01         Financial
Covenants.


 


(a)          Ratio
of Total Debt to EBITDAX. The Parent will not, as of the last day of any fiscal quarter, permit the ratio of Total Debt as
of such date to EBITDAX for the four fiscal quarters ending on such date to be greater than 4.00 to 1.0.


 


(b)          Senior
Secured Leverage Ratio. The Parent will not, as of the last day of any fiscal quarter, permit the Senior Secured Leverage Ratio
as of such date, to be greater than 3.00 to 1.00.


 


(c)          Interest
Coverage Ratio. The Parent will not, as of the last day of any fiscal quarter, permit its ratio of EBITDAX for the period of
four fiscal quarters then ending to Interest Expense for such period to be less than 2.5 to 1.0.


 




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Section 9.02         Debt.
The Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:


 


(a)          the
Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other
Obligations arising under the Loan Documents and the other Secured Obligations.


 


(b)          [Intentionally
Omitted].


 


(c)          Debt
under Capital Leases or incurred in the ordinary course of business to pay the deferred purchase price of property or services
or the costs of constructing or improving any property or progress payments in connection with such property or services, not to
exceed an aggregate outstanding principal amount of the greater of (i) $10,000,000 and (ii) 5% of the Borrowing Base
in effect at the time of incurrence thereof.


 


(d)          Debt
associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of its Oil and
Gas Properties.


 


(e)          intercompany
Debt (i) between or among Credit Parties, (ii) owed by the Parent, the Borrower, or any Restricted Subsidiary to Unrestricted
Subsidiaries or Restricted Subsidiaries that are not Credit Parties, provided any such Debt owed by a Credit Party is expressly
subordinated to the Secured Obligations on terms acceptable to the Administrative Agent and is not pledged to any Person other
than the Administrative Agent, or (iii) owed by any Restricted Subsidiary to any Credit Party.


 


(f)          any
Excepted Debt.


 


(g)          Senior
Debt of the Parent or any other Credit Party, and any guarantees thereof, the principal amount of which does not exceed (i) $500,000,000
minus (ii) the outstanding principal amount of any Debt incurred pursuant to Section 9.02(h), at any time outstanding; provided,
that: (i) before giving effect to the incurrence of any such Senior Debt, no Default or Event of Default exists and immediately
after giving effect to the incurrence of any such Senior Debt, no Default or Event of Default or Borrowing Base Deficiency exists
(after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (ii) the Parent is
in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby and any
repayment of Debt with the proceeds thereof (and the Parent shall deliver to the Administrative Agent on the date of incurrence
thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance);
(iii) such Senior Debt does not have any scheduled principal amortization prior to the date which is one hundred-eighty days
after the Revolving Credit Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (iv) such Senior
Debt does not have a scheduled maturity sooner than the date which is one hundred-eighty days after the Revolving Credit Maturity
Date (as in effect on the date of the incurrence of such Senior Debt); (v) no Subsidiary is required to guarantee such Senior
Debt unless such Subsidiary has guaranteed the Secured Obligations pursuant to the Guaranty Agreement (by supplement, joinder or
otherwise) and/or one or more other guaranty agreements on terms satisfactory in form and substance to the Administrative Agent;
(vi) if such Senior Debt is senior subordinated Debt, such Senior Debt is expressly subordinate to the payment in full of
all of the Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (vii) such Senior
Debt and any guarantees thereof are on terms, taken as a whole, no more restrictive on the Parent or any other Credit Party than
the terms and conditions of this Agreement, taken as a whole, as reasonably determined by a Responsible Officer of the Parent,
acting in good faith, and certified to the Administrative Agent; and (viii) such Senior Debt does not have any mandatory prepayment
or mandatory redemption provisions (other than customary change of control or asset sale tender offer provisions and, in the case
of any Convertible Senior Notes, customary provisions requiring the repurchase of such Convertible Senior Notes upon the occurrence
of a Fundamental Change) that would require a mandatory prepayment or redemption in priority to the Secured Obligations.


 




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(h)          Debt
under a Colombian Peso denominated unsecured credit facility with a commercial bank or a syndicate of commercial banks in an aggregate
outstanding principal amount not to exceed the US Dollar equivalent of $30,000,000 (determined as of the closing date of such Colombian
Peso denominated unsecured credit facility based on a prevailing exchange rate selected by the Administrative Agent in its reasonable
discretion); provided that: (i) such Debt is unsecured; (ii) such Debt does not have any restriction on the ability
of the Borrower or any Credit Party to amend, supplement or modify this Agreement or the other Loan Documents, (iii) such
Debt does not have any restrictions on the ability of the Borrower or any other Credit Party to guarantee the Secured Obligations
or pledge assets as collateral security for the Secured Obligations, and (iv) the credit agreement governing such Debt is,
taken as a whole, no more restrictive on the Parent and the Restricted Subsidiaries than the terms and conditions of this Agreement,
taken as a whole, as reasonably determined by a Responsible Officer of the Parent, acting in good faith, and certified to the Administrative
Agent, and the terms and conditions of such Debt shall not breach any of the terms and conditions of this Agreement or any other
Loan Document.


 


(i)          Debt
incurred by any Credit Party, the aggregate outstanding principal amount of which does not exceed five percent (5%) of the Borrowing
Base in effect at the time of such incurrence.


 


(j)          Debt
of a Person existing at the time such Person is acquired by the Parent, the Borrower or any Restricted Subsidiary to the extent
such acquisition constitutes a Permitted Acquisition (and not created in anticipation or contemplation thereof); provided
that the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated
thereby (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial
Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance).


 


(k)          Permitted
EDC Debt.


 


Section 9.03         Liens.
The Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any
of its Properties (now owned or hereafter acquired), except:


 


(a)          Liens
securing the payment of any Secured Obligations.


 






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(b)          [Intentionally
Omitted].


 


(c)          Excepted
Liens.


 


(d)          Liens
securing Capital Leases or Debt permitted by ‎Section 9.02(c) but only on the Property under lease or the
property purchased, constructed or improved and on any general intangibles and proceeds related thereto and accessions, accessories
and upgrades in respect of such leased, purchased, constructed or improved property.


 


(e)          Liens
on Property not constituting Collateral securing Debt or other obligations and not otherwise permitted by the foregoing clauses
of this ‎Section 9.03; provided that the aggregate outstanding principal amount (including the face
amount of all letters of credit or similar instruments) secured under this ‎Section 9.03(e) shall not exceed
the greater of (i) $5,000,000 and (ii) 2.5% of the then-effective Borrowing Base.


 


(f)          Liens
on Property of a Person (excluding any Property given credit in the Borrowing Base) existing at the time such Person is acquired
by the Parent, the Borrower or any Restricted Subsidiary to the extent such acquisition constitutes a Permitted Acquisition (and
not created in anticipation or contemplation thereof); provided that such Liens do not extend to Property not subject to
such Liens at the time of acquisition (other than improvements, accessions, upgrades, accessories and products and proceeds in
respect of such Property).


 


(g)          Liens
securing Debt permitted by ‎Section 9.02(i).


 


(h)          Liens
on Equity Interests in Unrestricted Subsidiaries.


 


(i)          Liens
securing Debt permitted by Section 9.02(k) which are subject to an Intercreditor Agreement.


 


Section 9.04         Restricted
Payments; Repayment of Senior Debt; Amendments to Terms of Senior Debt.


 


(a)          Restricted
Payments. The Parent will not, and will not permit any other Credit Party to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity
Interest holders, except (i) any Credit Party may declare and pay dividends with respect to its Equity Interests payable solely
in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) any Credit Party (other than the
Parent) may declare and pay dividends with respect to its Equity Interests to the direct holders of its Equity Interests that are
other Credit Parties; (iii) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans
or other benefit plans for management or employees of the Parent and its Subsidiaries; (iv) Permitted Tax Distributions, (v) Restricted
Payments in an aggregate amount in any calendar year not to exceed, when added to the amount of any Redemptions made pursuant to ‎Section 9.04(b)(i)(D),
the greater of (x) $50,000,000.00 and (y) ten percent (10%) of the Borrowing Base in effect at the time of the making of such
Restricted Payment; provided, that both before and immediately after giving effect to such Restricted Payment, (A) no
Default, Event of Default or Borrowing Base Deficiency exists, (B) on a pro forma basis, the Senior Secured Leverage Ratio
shall not be greater than 2.75 to 1.00 and (C) the Borrowing Base Utilization Percentage shall not exceed seventy-five percent
(75%), (vi) any Credit Party may make required cash interest payments on any Convertible Senior Notes, (vii) any Credit
Party may make any payment in, and/or delivery of, its common stock in satisfaction of the Parent’s obligations in respect
of any Convertible Senior Notes upon conversion or exchange of such Convertible Senior Notes, (viii) any Redemption by any
Credit Party of any Convertible Senior Notes upon the occurrence of a Fundamental Change to the extent such Redemption constitutes
a Restricted Payment and (ix) any Credit Party may pay cash in lieu of fractional shares in connection with any conversion
or exchange of any Convertible Senior Notes.


 






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(b)          Repayment
of Senior Debt; Amendment to Terms of Senior Debt. The Parent will not, and will not permit any of its Restricted Subsidiaries
to, prior to the date that is one hundred-eighty (180) days after the Revolving Credit Maturity Date:


 


(i)          call,
make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or
in part) the principal amount of any Senior Debt, other than:


 


(A)         as
the result of the conversion of Senior Debt into Equity Interests of the Borrower (other than Disqualified Capital Stock);


 


(B)         with
the net cash proceeds of a substantially concurrent (for this purpose meaning 30 days) offering of Equity Interests (other than
Disqualified Capital Stock) or Permitted Refinancing Debt;


 


(C)         cash
payments made in lieu of fractional shares in settlement of obligations under any indenture pursuant to which any Convertible Senior
Notes are issued upon the conversion or required repurchase of any such Convertible Senior Notes thereunder; or


 


(D)         voluntary
Redemptions of Senior Debt in an aggregate amount in any calendar year not to exceed, when added to the amount of any Restricted
Payments made pursuant to ‎Section 9.04(a)(v), the greater of (x) $50,000,000.00 and (y) ten percent
(10%) of the Borrowing Base in effect at the time of the making of such Redemption; provided, that both before and immediately
after giving effect to such Redemption, (1) no Default, Event of Default or Borrowing Base Deficiency exists, (2) on
a pro forma basis, the Senior Secured Leverage Ratio shall not be greater than 2.75 to 1.00 and (3) the Borrowing Base Utilization
Percentage shall not exceed seventy-five percent (75%);


 


For the avoidance of doubt,
the issuance of Senior Debt pursuant to an Exchange Offer in exchange for previously issued Senior Debt shall not constitute a
Redemption of such Senior Debt.


 






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(ii)         (A) amend,
modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms
of the Senior Debt or any Senior Debt Document if (1) the effect thereof would be to shorten its maturity or average life, in either
case to a date that is prior to one hundred-eighty days after the Revolving Credit Maturity Date, or increase the amount of any
payment of principal thereof or increase the rate or shorten any period for payment of interest thereon or (2) such action requires
the payment of a consent fee (howsoever described) unless, both before and immediately after giving effect thereto, (aa) no Default,
Event of Default or Borrowing Base Deficiency exists, (bb) on a pro forma basis, the Senior Secured Leverage Ratio shall not
be greater than 2.75 to 1.00 and (cc) the Borrowing Base Utilization Percentage shall not exceed seventy-five percent (75%);
provided that the foregoing shall not prohibit (x) the execution of supplemental indentures associated with the incurrence
of additional Senior Debt to the extent permitted by ‎Section 9.02(g), (y) the execution of supplemental
indentures or other modifications for the correction of defects, ambiguities or deficiencies which can be adopted without consent
of any of the holders of the Senior Debt or (z) the execution of supplemental indentures to add guarantors if required by
the terms of any Senior Debt Document; provided such Person complies with ‎Section 8.14(a) and becomes
a Guarantor, or (B) with respect to any Senior Debt that is subordinated to the Secured Obligations or any other Debt, designate
any Debt (other than obligations of the Parent, the Borrower and the Restricted Subsidiaries pursuant to any other Senior Debt
that is not so subordinated or the Loan Documents) as “Specified Senior Indebtedness” or “Specified Guarantor
Senior Indebtedness” or give any such other Debt any other similar designation for the purposes of any Senior Debt Document
related to Senior Debt that is subordinated to the Secured Obligations or any other Debt. For the avoidance of doubt, shares of
common stock and cash issued in lieu of fractional shares of common stock, in each case issued upon conversion or exchange of any
Convertible Senior Notes shall not be prohibited by this ‎Section 9.04(b).


 


Section 9.05         Investments,
Loans and Advances. The Parent will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding
any Investments in or to any Person, except that the foregoing restriction shall not apply to:


 


(a)          Investments
reflected in the Financial Statements or Investments which are outstanding as of the Ninth Amendment Effective Date as set forth
on Schedule 9.05.


 


(b)          accounts
receivable arising in the ordinary course of business.


 


(c)          direct
obligations of the United States, Canada, or any agency thereof, or obligations guaranteed by the United States, Canada, or any
agency thereof, in each case maturing within one year from the date of creation thereof.


 


(d)          commercial
paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 by S&P, Moody’s, Dominion
Bond Rating Service Limited or Canada Bond Rating Service.


 


(e)          (i)
deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender
or any office located in the United States or Canada or of any other bank or trust company which is organized under the laws of
the United States or any state thereof or Canada or any province thereof, has capital, surplus and undivided profits aggregating
at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term
deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P, Moody’s, Dominion Bond
Rating Service Limited or Canada Bond Rating Service and (ii) certificates of deposit or time deposits with banks located in Panama,
Colombia, Barbados or Bermuda in the ordinary course of business and, with respect to such deposits described in this clause (ii)
not to exceed the equivalent of $50,000,000 or such lesser amount as may be reasonably required to be deposited by the Credit Parties
in the ordinary course of business, in each case under this clause (ii) exclusive of any such deposits in which the Administrative
Agent has a first priority perfected security interest.


 






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(f)          deposits
in money market funds investing exclusively in Investments described in ‎Section 9.05(c), ‎Section 9.05(d)
or ‎Section 9.05(e).


 


(g)          (i) Investments
made by any Credit Party in or to any Credit Party or any Person who concurrently becomes a Restricted Subsidiary concurrently
with the making of such Investment and who will become a Guarantor pursuant to Section 8.14(a), (ii) Investments made by
any Restricted Subsidiary in or to any Credit Party and (iii) Investments made by any Credit Party in or to any Restricted Subsidiaries
which are not Credit Parties; provided that, with respect to this clause (iii) in respect of Investments made by
any Credit Party, (A) both before and immediately after giving effect to any such Investment, no Default shall exist, and
(B) after giving effect to any such Investment, the Borrowing Base Utilization Percentage shall not exceed ninety percent
(90%).


 


(h)          Investments
in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out,
farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements
which are usual and customary in the oil and gas exploration and production business; provided that no Default shall have
occurred and be continuing or would result therefrom.


 


(i)          Investments
in stock, obligations or securities received in settlement of debts arising from Investments permitted under this ‎Section 9.05
owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or
upon the enforcement of any Lien in favor of any Credit Party; provided that the Parent shall give the Administrative Agent
prompt written notice in the event that the aggregate amount of all Investments held at any one time under this ‎Section 9.05(i)
exceeds $1,000,000.


 


(j)          other
Investments in an aggregate amount (measured at the time such Investments are made) not to exceed five percent (5%) of the Borrowing
Base in effect at the time of making such Investment.


 


(k)          Investments
made with Equity Interests of the Parent.


 


(l)          provided
that (i) after giving effect to such Investment on a pro forma basis, the Senior Secured Leverage Ratio shall not be greater
than 2.75 to 1.00 and (ii) after giving effect to any such Investment, the Borrowing Base Utilization Percentage shall not
exceed seventy-five percent (75%), Investments in Unrestricted Subsidiaries and Persons that are not Subsidiaries made with all
or a portion of the Available Amount on the date that a Responsible officer of the Parent elects to apply all or a portion thereof
to this ‎Section 9.05(l).


 


(m)         Investments
made with the amount of Net Cash Proceeds of any Permitted Equity Issuance after the Ninth Amendment Effective Date, within forty
five days of the date of issuance thereof; provided that (i) after giving effect to such Investment on a pro forma basis, the Senior
Secured Leverage Ratio shall not be greater than 2.75 to 1.00 and (ii) after giving effect to any such Investment, the Borrowing
Base Utilization Percentage shall not exceed seventy-five percent (75%).


 






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(n)          (i) Investments
consisting of Equity Interests, other than Disqualified Capital Stock, resulting from any of the conversion of Debt set forth on
Schedule ‎9.05 in the Person listed as the debtor with respect to such applicable Debt, (ii) the conversion
of Investments consisting of other Debt or Equity Interests otherwise permitted hereunder, in each case, into Equity Interests
(other than Disqualified Capital Stock) in the Person listed as Debtor with respect to such converted Debt or which issued such
converted Equity Interests; provided, that, for the avoidance of doubt, for the foregoing clauses ‎(i) and ‎(ii),
(x) no Credit Party may make further contributions to such Person as a result of ownership of such Equity Interests, or the
permitted conversion of Equity Interests or Debt pursuant to this ‎Section 9.05(n) except as otherwise permitted
hereunder, (y) any Equity Interests received as a result of such conversion with respect to Investments otherwise permitted
pursuant to another clause of this ‎Section 9.05 shall continue to be Investments existing pursuant to such
clause (and not this ‎Section 9.05(n)) and (z) any conversion of Investments initially made pursuant
to and permitted by another clause of this ‎Section 9.05 shall not be subject to any of the conditions precedent
to the making of such Investment set forth therein at the time of such conversion or the notice requirements set forth in any clause
of this Section, and (iii) Investments in or to any Restricted Subsidiary that is not a Credit Party or an Unrestricted Subsidiary
that are otherwise permitted under Section 9.05 and the obligations of which are transferred to or assumed by a Restricted Subsidiary
that is not a Credit Party or an Unrestricted Subsidiary.


 


Section 9.06         Nature
of Business; Unrestricted Subsidiaries.


 


(a)          The
Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, allow any material change to be made in the
character of its business as an independent oil and gas exploration and production company.


 


(b)          [Intentionally
Omitted].


 


(c)          From
and after the date hereof, the Parent will not, and will not permit any Credit Party to, acquire or make any other expenditure
(whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the
geographical boundaries of Colombia or Mexico except (i) Investments in Unrestricted Subsidiaries that are otherwise permitted
by ‎Section 9.05 and (ii) expenditures (other than in Property or expenditures consisting of deposits
or fees associated with purchase agreements of Property) in preparation of a potential acquisition, ownership or operation of Oil
and Gas Properties (excluding any capital expenditures attributable to the actual acquisition, ownership or operation of Oil and
Gas Properties).


 


(d)          Subject
to Section 9.05(e), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall
be classified as a Restricted Subsidiary.


 






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(e)          The
Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly
formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior to, and immediately after giving effect to,
such designation, neither a Default nor a Borrowing Base Deficiency would exist and (ii) such designation is deemed to be
(A) an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation
of the Parent’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made
at the time of such designation under ‎Section 9.05(l) and (B) a disposition of the assets owned by such
Subsidiary on the date of such designation for the purposes of ‎Section 9.11(d)(iii). Except as provided in
this Section 9.05(e), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.


 


(f)          The
Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, after giving effect to such designation, (i) the
representations and warranties of the Parent and its Restricted Subsidiaries contained in each of the Loan Documents are true and
correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly
as of an earlier date, were true and correct as of such date), (ii) no Default would exist, and (iii) the Parent and
the Borrower each complies with the requirements of ‎Section 8.14, ‎Section 8.15 and
this ‎Section 9.06. Any such designation shall be treated as a cash dividend (including for purposes of calculating
the Available Amount) in an amount equal to the lesser of the fair market value of the Parent’s direct and indirect ownership
interest in such Subsidiary or the amount of the Parent’s cash investment previously made for purposes of the limitation
on Investments under ‎Section 9.05.


 


Section 9.07         Limitation
on Leases. The Parent will not, and will not permit any other Credit Party to, create, incur, assume or suffer to exist any
obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and
leases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made
by the Credit Parties pursuant to all such leases or lease agreements, including, without limitation, any residual payments at
the end of any lease, to exceed $4,000,000 in any period of twelve consecutive calendar months during the life of such leases.


 


Section 9.08         Proceeds
of Notes. The Parent will not permit the proceeds of the Notes to be used for any purpose other than those permitted by ‎Section 7.19.


 


Section 9.09         Sale
or Discount of Receivables. Except for receivables obtained by any Credit Party out of the ordinary course of business or
the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection
of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise
or collection thereof and not in connection with any financing transaction, the Parent will not, and will not permit any other
Credit Party to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.


 






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Section 9.10         Mergers,
Etc. The Parent will not, and will not permit any other Credit Party to, merge into or with or consolidate with any other
Person (except that any Excluded Subsidiary may merge with or into or consolidate with any Credit Party so long as a Credit Party
is the surviving Person), or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person
(whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve;
provided that, so long as no Default then exists, or would exist after giving effect thereto, and both before and after
giving effect thereto, each Credit Party is in compliance with ‎Section 8.14 (as if such Credit Party had
become a Subsidiary Guarantor as of such date): (a) any Wholly-Owned Subsidiary of the Borrower may participate in a consolidation
with the Borrower so long as the Borrower is the surviving Person or transferee, (b) any Subsidiary Guarantor may participate
in a consolidation with the Parent so long as the Parent is the surviving Person or transferee, and the Parent shall be in Pro
Forma Compliance and subject to the other provisions of this Agreement, including Sections ‎Section 9.02(j)
and ‎9.03(e), (c) any Subsidiary Guarantor may participate in a consolidation with any Unrestricted Subsidiary
so long as the Subsidiary Guarantor is the surviving Person or transferee, (d) any Subsidiary Guarantor may participate in
a consolidation with any other Subsidiary Guarantor; provided that, in the case of clause ‎(d), the surviving
Subsidiary Guarantor or transferee (the “Surviving Subsidiary Guarantor”) shall either be organized in (i) the
same jurisdiction as the Subsidiary Guarantor that is not the surviving Subsidiary Guarantor or transferee (the “Non-Surviving
Subsidiary Guarantor”), (ii) the same jurisdiction as the Surviving Subsidiary Guarantor, (iii) any state
of the United States of America or province of Canada, or (iv) such other jurisdiction as approved by the Majority Revolving
Credit Lenders, and (e) any Credit Party (other than the Borrower) may liquidate, wind up or dissolve if the Parent determines
in good faith that such liquidation or dissolution is not materially disadvantageous to the Lenders and all of the assets of such
Credit Party are transferred to another Credit Party.


 


Section 9.11         Disposition
of Properties. The Parent and Borrower will not, and will not permit any Restricted
Subsidiary to, sell, assign, farm-out, convey or otherwise dispose of or transfer (including, without limitation, as a result
of a Casualty Event) any Property (including, without limitation, any Equity Interests in any Subsidiary Guarantor owing Oil and
Gas Properties) except for:


 


(a)          the
sale of Hydrocarbons in the ordinary course of business;


 


(b)          the
sale or other disposition of Oil and Gas Properties to which no proved reserves are attributable (and Equity Interests in Subsidiaries
owning Oil and Gas Properties to which no proved reserves are attributable), including farmouts of undeveloped acreage to which
no proved reserves are attributable and assignments in connection with such farmouts;


 


(c)          (i) the
sale or other disposition of obsolete or worn-out equipment or equipment that is no longer necessary for the business of the Parent
or such Subsidiary or is replaced by equipment of at least comparable value and use, (ii) ordinary course of business dispositions
of (A) cash and Cash Equivalents, (B) overdue accounts receivable in connection with the compromise or collection thereof,
and (C) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do
not materially interfere with the conduct of the business of the Parent and its Subsidiaries and do not materially detract from
the value or the use of the Property which they affect, and (iii) transfers of Property subject to a Casualty Event or in
connection with any condemnation proceeding with respect to Collateral upon receipt of the net cash proceeds of such Casualty Event
or condemnation proceeding;


 






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(d)          the
sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary Guarantor
owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other
disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to
or greater than the Fair Market Value of the Oil and Gas Property, interest therein or Subsidiary Guarantor subject of such sale
or other disposition (as reasonably determined by the board of directors of the Parent and, if requested by the Administrative
Agent, the Parent shall deliver a certificate of a Responsible Officer of the Parent certifying to that effect), (iii) if
the aggregate the value assigned to such Property in the then effective Borrowing Base, when aggregated with the value assigned
to (A) all such Oil and Gas Properties disposed of pursuant to this clause ‎(d), plus (B) the Liquidated
portion of any Swap Agreements in respect of commodities Liquidated, in each case, since the last Scheduled Redetermination Date,
in the then effective Borrowing Base, is in excess of five percent (5%) of the then effective Borrowing Base, the Borrowing Base
shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property
in the then effective Borrowing Base, as determined by the Administrative Agent and (iv) if any such sale or other disposition
is of a Subsidiary Guarantor owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests
in such Subsidiary Guarantor;


 


(e)          sales
and other dispositions of Properties to which the exceptions pursuant to ‎Section 9.11(a) to ‎(d)
do not apply having a Fair Market Value not to exceed $10,000,000 during any 6- month period;


 


(f)          any
Unrestricted Subsidiary may sell, transfer, lease or otherwise dispose of any of its Property other than Equity Interests (whether
owned or held by it directly or indirectly) in any Credit Party except as otherwise expressly permitted by ‎Section 9.11(d)
or ‎Section 9.11(j).


 


(g)          any
sale, assignment, transfer, conveyance, lease, disposition or other transfer of Property which otherwise constitutes a Lien permitted
by ‎Section 9.03, a Restricted Payment or Redemption permitted by ‎Section 9.04, an Investment
permitted by ‎Section 9.05 or a transaction permitted by ‎Section 9.10;


 


(h)          any
Credit Party may transfer or otherwise dispose of any of its Property to any other Credit Party; provided that both before
and after giving effect to such transfer or disposition, (i) no Default or Event of Default exists or would exist and (ii) the
Credit Parties are in compliance with Sections ‎8.14(a) and ‎(b) as of the date of such transfer
or disposition without giving effect to the three day grace period specified in such Sections;


 


(i)          any
Credit Party may transfer Property (other than Oil and Gas Properties or interests therein or any Equity Interests in any Credit
Party) to any Unrestricted Subsidiary to the extent such transfer constitutes an Investment permitted by Section 9.05(g)(ii);
provided that both before and after giving effect to such transfer or disposition, no Default or Event of Default exists
or would exist;


 






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(j)          the
Liquidation of any Swap Agreements; and


 


(k)          the
sale or disposition of (i) any Property located in Brazil or Peru, (ii) any Equity Interests of any Restricted Subsidiary
not constituting a Credit Party which directly or indirectly owns solely Property located in Brazil or Peru and immaterial Property
related thereto and (iii) any loans made by the Parent or a Restricted Subsidiary to the entity described in clause ‎(ii);
provided that (A) after giving effect to such sale or disposition, no Default, Event of Default or Borrowing Base Deficiency
shall exist or would result therefrom, (B) such sale or disposition does not include any Property (including any Swap Agreement)
assigned value in the then-effective Borrowing Base, and (C) the Administrative Agent shall have received a certificate of
a Responsible Officer of the Borrower certifying as to the foregoing clauses ‎(A) and ‎(B) within
three Business Days after the date of any such sale or disposition.


 


Section 9.12         Environmental
Matters. The Parent will not, and will not permit any Restricted Subsidiary to,
cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any
such Property to a Release or threatened Release of Hazardous Materials, exposure to any Hazardous Materials, or to any Remedial
Work under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions
and circumstances, if any, pertaining to such Property where such violations, Release or threatened Release, exposure, or Remedial
Work could reasonably be expected to have a Material Adverse Effect.


 


Section 9.13         Transactions
with Affiliates. The Parent will not, and will not permit any other Credit Party to, enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other
than transactions among or between Credit Parties) unless such transactions are otherwise permitted under this Agreement and are
upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with
a Person not an Affiliate; provided, that the foregoing restrictions shall not apply to (a) employment and severance
arrangements and health, disability and similar insurance or benefit plans between the Parent (or any direct or indirect parent
thereof) and its Subsidiaries and their respective directors, officers, employees or consultants (including management and employee
benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant
to put/call rights or similar rights with current or former employees, officers, directors or consultants and equity option or
incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board
of Directors of the Parent; (b) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided
on behalf of, directors, managers, consultants, officers and employees of the Parent and its Subsidiaries in the ordinary course
of business to the extent attributable to the ownership or operation of, or in connection with any services provided to or by,
the Parent and the other Credit Parties, (c) transactions pursuant to agreements in existence on the Effective Date and set
forth on Schedule ‎9.13 or any amendment thereto to the extent such an amendment is not adverse to the Lenders
in any material respect, (d) any Debt otherwise permitted by ‎Section 9.02, Investments otherwise permitted
by ‎Section 9.05, Restricted Payments, redemptions, repurchases and other actions permitted under ‎Section 9.04,
(e) any issuance of Equity Interests or other payments, awards or grants in cash, securities, Equity Interests or otherwise
pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of Directors
of the Parent, and (f) payments by or to the Parent and the other Credit Parties pursuant to Tax payment arrangements among
the Parent and its Subsidiaries on customary terms; provided, that payments by Parent and the other Credit Parties under
any such Tax payment arrangements shall not exceed the excess (if any) of the amount they would have paid on a standalone basis
over the amount they actually pay directly to Governmental Authorities.


 






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Section 9.14         Restrictive
Agreements. The Parent will not, and will not permit any other Credit Party to, create, incur, assume or suffer to exist any
contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of
any Lien on any of its Property in favor of the Administrative Agent and the Lenders, or restricts any Credit Party (other than
the Parent) from paying dividends or making any other distributions in respect of its Equity Interests to the Parent or any other
Credit Party, or restricts the Parent or any other Credit Party from making loans or advances, or transferring any Property, to
the Parent or any other Credit Party, or which requires the consent of or notice to other Persons in connection therewith, other
than (i) any such restrictions imposed by law or by the Loan Documents, (ii) restrictions that restrict in a customary
manner the subletting, assignment or transfer of any Property that is subject to a lease, farm-in agreement or farm-out agreement,
license or similar contract, or the assignment or transfer of any such lease, license or other contract, (iii) restrictions
pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreement
of the Borrower or any of its Subsidiaries, (iv) restrictions with respect to the disposition or distribution of Property
in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements
that are customary in the Hydrocarbon business and entered into in the ordinary course of business and (v) customary restrictions
arising under any contract or agreement in connection with Debt permitted under ‎Section 9.02(c) or any contract
or agreement creating Liens permitted by ‎Section 9.03(d).


 


Section 9.15         Swap
Agreements. The Parent will not, and will not permit any Restricted Subsidiary
to, enter into any Swap Agreements with any Person other than:


 


(a)          Swap
Agreements entered into by the Parent or the Borrower in respect of commodities (i) with an Approved Counterparty and (ii) the
notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps
on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, 85%
of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties of the Credit Parties
as set forth in the most recent Reserve Report delivered pursuant to the terms of this Agreement for each month during the period
during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately and (iii) with
a tenor not to exceed three (3) years.


 


(b)          Swap
Agreements entered into by the Parent or the Borrower in respect of interest rates with an Approved Counterparty, as follows: (i) Swap
Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all
other Swap Agreements of the Parent and the Borrower then in effect effectively converting interest rates from fixed to floating)
do not exceed 50% of the then outstanding principal amount of the Parent’s or Borrower’s Debt for borrowed money which
bears interest at a fixed rate and (ii) Swap Agreements entered into by the Parent or the Borrower effectively converting
interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Parent
and the Borrower then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of the then outstanding
principal amount of the Parent’s Debt for borrowed money which bears interest at a floating rate; and


 






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(c)          Swap
Agreements in respect of foreign exchange and currency option transactions with an Approved Counterparty to provide protection
against fluctuations in currency values; provided that (i) the Parent or any Restricted Subsidiary may enter into unsecured
physical Swap Agreements in respect of Colombian Pesos with Persons who are not Approved Counterparties in order to hedge up to
(X) 50% of the value of forecasted exposure in the first six months and (Y) up to 25% of the value of forecasted exposure
for the next six months and provided, further, that all such Swap Agreements shall be entered into in the ordinary course of business
and consistent with prudent business practice and not for speculative purposes.


 


(d)          In
no event shall any Swap Agreement contain any requirement, agreement or covenant for the Parent or any Restricted Subsidiary to
post collateral, credit support (including in the form of letters of credit) or margin to secure their obligations under such Swap
Agreement or to cover market exposures.


 


Section 9.16         Material
Documents. The Parent will not, and will not permit any other Credit Party to,
amend, modify, supplement, cancel or terminate, or waive compliance with respect to, any Material Documents in any manner that
is materially adverse to the interests of the Lenders without the prior written consent of the Majority Revolving Credit Lenders
(and, provided that the Parent promptly furnishes to the Administrative Agent a copy of such amendment, modification, supplement,
cancellation, termination or waiver).


 


Section 9.17         Marketing
Activities. The Parent will not, and will not permit any other Credit Party to,
enter into any contracts for the purchase and sale of crude oil or any other Hydrocarbons other than Offtake Agreements.


 


Section 9.18         Sanctions.
Neither the Parent nor any Subsidiary shall, directly or indirectly, use the proceeds of any Loan or Letter of Credit, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (a) (i) to
knowingly fund any activities of or business with any Person, or (ii) for any purpose in any Designated Jurisdiction that,
in each case, at the time of such funding, is the subject of Sanctions, or (b) in any other manner that will result in a
violation by any Person (including any Person participating in the transaction, whether as Lender, Administrative Agent, Issuing
Bank, or otherwise) of Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.


 


Section 9.19         Anti-Corruption
Laws. Neither the Parent nor any Subsidiary shall fail to conduct its businesses
in compliance with applicable Anti-Corruption Laws or Anti-Money Laundering Laws in all material respects.


 






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Article X

Events of Default; Remedies


 


Section 10.01        Events
of Default. One or more of the following events shall constitute an “Event of Default”:


 


(a)          the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration
or otherwise.


 


(b)          the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in ‎Section 10.01(a))
payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied
for a period of three Business Days.


 


(c)          any
representation or warranty made or deemed made by or on behalf of any Credit Party in or in connection with any Loan Document or
any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (except to the extent
such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall have been incorrect
when made or deemed made).


 


(d)          any
Credit Party shall fail to observe or perform any covenant, condition or agreement contained in ‎Section 8.01(j), ‎Section 8.02, ‎Section 8.03, ‎Section 8.14,
or in ‎Article IX.


 


(e)          any
Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
specified in ‎Section 10.01(a), ‎Section 10.01(b) or ‎Section 10.01(d))
or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) any
Credit Party becomes aware of such failure or (ii) notice thereof from the Administrative Agent to the Borrower (which notice
may be given at the request of any Lender).


 


(f)          any
Credit Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable.


 


(g)          any
event or condition occurs that results in any Material Indebtedness of any Credit Party becoming due prior to its scheduled maturity
or that enables or permits (with or without the giving of notice, but in any event after the expiration of any applicable grace
period provided in the applicable agreement or instrument under which such Material Indebtedness was created) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or
to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require
any Credit Party to make an offer in respect thereof; provided that this clause ‎(g) shall not apply to
any conversion or exchange trigger that results in conversion or exchange of any convertible or exchangeable debt securities into
equity, as applicable.


 






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(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered.


 


(i)          any
Credit Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in ‎Section 10.01(g),
(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Credit Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any action for the purpose of effecting any of the foregoing; or any stockholder of any Credit Party shall make any request or
take any action for the purpose of calling a meeting of the stockholders of any Credit Party to consider a resolution to dissolve
and wind-up such Credit Party’s affairs.


 


(j)          any
Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due.


 


(k)          (i) one
or more judgments for the payment of money in an aggregate amount in excess of the greater of (x) $10,000,000 and (y) 5% of the
then effective Borrowing Base or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against any Credit Party or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Credit Party to enforce
any such judgment.


 


(l)          the
Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in
full force and effect and valid, binding and enforceable in accordance with their terms against any Credit Party thereto or shall
be repudiated by any of them, or cease to create a valid and perfected Lien of the priority required thereby on any of the Collateral
purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or any Credit Party or any of their
Affiliates shall so state in writing.


 






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(m)         any
Governmental Authority shall (i) take any action to condemn, seize, nationalize or appropriate any portion of the Property
of any Credit Party (either with or without payment of compensation) used in the exploration or development of Properties and the
Fair Market Value of such Property constitutes greater than 10% of the Borrowing Base then in effect, or (ii) take any action
to renegotiate, materially modify or increase the rate of taxation or the amount of royalties payable by any Credit Party and such
renegotiation, modification or increase could reasonably be expected to result in a Material Adverse Effect.


 


(n)          any
Credit Party defaults on any of its obligations under one or more Concession Agreements relating to Oil and Gas Properties having
a Fair Market Value greater than the greater of (x) $10,000,000 and (y) 5% of the then-effective Borrowing Base, where the effect
of such default is to entitle a ANH or Ecopetrol, either immediately or with the giving of notice, but in any event after the expiration
of any applicable grace period provided in the applicable Concession Agreement, to early terminate (declaración de caducidad)
such Concession Agreement(s), or to take any other course of action with respect thereto.


 


(o)          any
Credit Party defaults on any of its obligations under an Offtake Agreement where the effect of such default is to entitle the Eligible
Buyer under such Offtake Agreement, either immediately or with the giving of notice, but in any event after the expiration of any
applicable grace period provided in the applicable Offtake Agreement, to terminate such Offtake Agreement, or to take any other
course of action with respect thereto.


 


(p)          a
Change in Control shall occur.


 


Section 10.02       Remedies.


 


(a)          In
the case of an Event of Default other than one described in ‎Section 10.01(h), ‎Section 10.01(i)
or ‎Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative
Agent, at the request of the Majority Revolving Credit Lenders, shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon the Revolving Credit
Commitments shall terminate immediately, and (ii) declare the Notes, the Colombian Notes and the Loans then outstanding to
be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Credit Parties accrued hereunder and under the Notes, the Colombian Notes and
the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in ‎Section 2.09(j)),
shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration
or other notice of any kind, all of which are hereby waived by each Credit Party; and in case of an Event of Default described
in ‎Section 10.01(h), ‎Section 10.01(i) or ‎Section 10.01(j), the
Revolving Credit Commitments shall automatically terminate and the Notes, the Colombian Notes and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and the other obligations of the Credit Parties accrued hereunder
and under the Notes, the Colombian Notes and the other Loan Documents (including, without limitation, the payment of cash collateral
to secure the LC Exposure as provided in ‎Section 2.09(j)), shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Credit Parties.


 






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Declaration of an Event
of Default referred to in ‎Section 10.01(h), ‎Section 10.01(i)
or ‎Section 10.01(j) shall not: (1) prevent
the commencement of a proceeding under Law 1116 of 2006 (“Law 1116”) or any Colombian Branch or the Borrower,
whether in a voluntary or involuntary manner; (2) be construed to mean that the purpose of this Section is to prevent or create
obstacles to prevent, directly or indirectly, that proceedings be commenced in Colombia under Law 1116 with respect to any Colombian
Branch or the Borrower; (3) prohibit any Colombian Branch or the Borrower from negotiating or entering into a restructuring
agreement under Law 1116; or (4) impose any restrictions or prohibitions, or unfavorable effects “efectos desfavorables”
upon any Colombian Branch or the Borrower for the negotiation or execution of a restructuring agreement under Law 1116. The rights
of the Lenders under this Section may not be exercised in connection with ‎Section 10.01(h), ‎Section 10.01(i)
or ‎Section 10.01(j) if and for so
long as a proceeding is commenced or a petition is filed in Colombia to commence a proceeding under Law 1116 with respect to any
Colombian Branch or the Borrower, whether in a voluntary or involuntary manner or any Colombian Branch or the Borrowers engage
in negotiations to enter into, or enters into a restructuring agreement in Colombia under Law 1116.


 


(b)          In
the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies
available at law and equity.


 


(c)          All
proceeds realized from the liquidation or other disposition of Collateral or otherwise received after maturity of the Notes, whether
by acceleration or otherwise, shall be applied:


 


(i)          first,
to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to the
Administrative Agent and the Global Coordinator in their capacities as such;


 


(ii)         second,
pro rata to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable
to the Lenders;


 


(iii)        third,
pro rata to payment of accrued interest on the Loans;


 


(iv)        fourth,
pro rata to payment of (A) principal outstanding on the Loans, (B) reimbursement obligations in respect of Letters of
Credit pursuant to ‎Section 2.09(e) (and cash collateralization of LC Exposure hereunder), (C) Secured
Swap Obligations (other than Excluded Swap Obligations) owing to Secured Swap Parties, and (D) Specified Cash Management Obligations
owing to Secured Cash Management Parties;


 


(v)         fifth,
pro rata to any other Secured Obligations; and


 


(vi)        sixth,
any excess, after all of the Secured Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Borrower
or as otherwise required by any Governmental Requirement.


 


(d)          Notwithstanding
the foregoing, amounts received from the Parent or any Guarantor that is not an “eligible contract participant” under
the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any
amount is applied to the Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative
Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts
received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that
the proportional aggregate recoveries with respect to the Secured Obligations described in clause fourth above by the holders of
any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant
to clause fourth above).


 






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Article XI

The Agents


 


Section 11.01        Appointment;
Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary
of any of such provisions.


 


Section 11.02        Duties
and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of
the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended
to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather,
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action
or exercise any discretionary powers, except as provided in ‎Section 11.03, and (c) except as expressly
set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Parent or any Subsidiary that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document, (v) the satisfaction of any condition set forth in ‎Article VI or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent
expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority
of any collateral security or the financial or other condition of the Parent or any Subsidiary or any other obligor or guarantor,
or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder
or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set
forth herein or therein. For purposes of determining compliance with the conditions specified in ‎Article VI,
each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.


 






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Section 11.03         Action
by Administrative Agent. The Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise in writing as directed by the Majority Revolving Credit Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in ‎Section 12.02) and in all cases
the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless
it shall (a) receive written instructions from the Majority Revolving Credit Lenders or the Lenders, as applicable, (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided in ‎Section 12.02)
specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability
and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid
and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If
a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as
shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this ‎Section 11.03;
provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall
deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take
any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents
or applicable law. If a Default has occurred and is continuing, neither the Global Coordinator or the Arrangers shall have any
obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Majority Revolving Credit Lenders or the Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in ‎Section 12.02), and otherwise
the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document
or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith
including its own ordinary negligence, except for its own gross negligence, bad faith or willful misconduct.


 






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Section 11.04       Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon and each of the Borrower, the Lenders and the Issuing Bank hereby waives the right to
dispute the Administrative Agent’s record of such statement, except in the case of gross negligence, bad faith or willful
misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note
as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted
hereunder shall have been filed with the Administrative Agent.


 


Section 11.05       Subagents.
The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections
of this ‎Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.


 


Section 11.06       Resignation
or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided
in this ‎Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing
Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Revolving
Credit Lenders. Upon any such resignation or removal, the Majority Revolving Credit Lenders shall have the right, in consultation
with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Revolving Credit Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation
or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this ‎Article XI
and ‎Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it
was acting as Administrative Agent.


 


Section 11.07       Agents
as Lenders. Each bank serving as an Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Parent or
any Subsidiary or Affiliate thereof as if it were not an Agent hereunder.


 






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Section 11.08       No
Reliance. Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is
a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other
Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related
agreement or any document furnished hereunder or thereunder. The Agents shall not be required to keep themselves informed as to
the performance or observance by the Parent or any Subsidiary of this Agreement, the Loan Documents or any other document referred
to or provided for herein or to inspect the Properties or books of any Credit Party. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or the Arrangers
shall have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its
Affiliates. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special
counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document.
Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan
Documents and the matters contemplated therein.


 


Section 11.09       Administrative
Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Parent
or any Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand
on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under ‎Section 12.03) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under ‎Section 12.03.


 






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Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 11.10       Withholding
Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an
amount equivalent to any applicable withholding tax. Without limiting the provisions of ‎Section 5.03(a), ‎Section 5.03(c)
or ‎Section 5.03(f), each Lender and the Issuing Bank shall, and does hereby, indemnify the Administrative
Agent, and shall make payable in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all
related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative
Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority
as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any
Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed,
or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from,
or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender
or the Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Bank
under this Agreement or any other Loan Document against any amount due the Administrative Agent under this ‎Section 11.10.
The agreements in this ‎Section 11.10 shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the
repayment, satisfaction or discharge of all other Secured Obligations.


 


Section 11.11       Authority
of Administrative Agent to Release Collateral and Liens.


 


(a)          Each
Lender and the Issuing Bank hereby authorizes the Administrative Agent, to execute and deliver any instruments, documents, termination
statements, assignments, documents and agreements necessary or desirable, or reasonably requested by the Borrower to evidence and
confirm the release of any Guarantor, Excluded Subsidiary or Collateral pursuant to this ‎Section 11.11, all
without the further consent or joinder of any Lender or the Issuing Bank, at the Borrower’s sole cost and expense.


 






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(b)          The
Lenders and the Issuance Bank hereby irrevocably agree that any Liens granted to the Administrative Agent by the Credit Parties
on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment in cash
of all Obligations hereunder (except for contingent indemnification obligations in respect of which a claim has not yet been made
and except for (i) Letters of Credit that have been cash collateralized to the satisfaction of the Issuing Bank or as to which
other arrangements satisfactory to the Issuing Bank shall have been made and (ii) Specified Cash Management Obligations that have
been cash collateralized to the satisfaction of the applicable Secured Cash Management Party or as to which other arrangements
satisfactory to the applicable Secured Cash Management Party shall have been made), (ii) upon the sale or other disposition
of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any
Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this
Agreement (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party
upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased
to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized
or ratified in writing by the Required Revolving Credit Lenders (or such other percentage of the Lenders whose consent may be required
in accordance with ‎Section 12.02), (v) to the extent the property constituting such Collateral is owned
by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guaranty Agreement in accordance
with the terms thereof, (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise
of remedies of the Administrative Agent pursuant to the Security Instruments, and (vii)  to the extent such Lien encumbers
the Property of an Excluded Subsidiary or the Equity Interests in such Excluded Subsidiary owned by a Subsidiary of the Borrower.
Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released)
upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit
Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent
otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Bank hereby
irrevocably agree that the Guarantors shall be released from the Guaranty Agreement (in each case, solely with respect to the guarantee
of the Obligations hereunder) upon consummation of any transaction permitted under the terms of this Agreement and resulting in
such Subsidiary ceasing to constitute a Restricted Subsidiary or Material Subsidiary. Notwithstanding anything in any Loan Document
to the contrary, (a) each Excluded Subsidiary shall, upon the written request of the Borrower and at the Borrower’s sole
expense, be released as a Guarantor and any Lien in favor of the Administrative Agent in the Property of such Excluded Subsidiary
or the Equity Interests of such Excluded Subsidiary shall be released and such Property and Equity Interest shall cease to be Collateral;
provided that, for the avoidance of doubt, if any such Excluded Subsidiary subsequently ceases to be an Excluded Subsidiary
and becomes a Subsidiary, such Excluded Subsidiary may be required to become a Guarantor and such Property may be required to become
Collateral pursuant to ‎Section 8.14 and (b) any Equity Interests of any Unrestricted Subsidiary shall, upon
the written request of the Borrower and at the Borrower’s sole expense, be released as from any Lien in favor of the Administrative
Agent in the Equity Interests of such Unrestricted Subsidiary and such Equity Interests shall cease to be Collateral; provided
that, for the avoidance of doubt, if any such Unrestricted Subsidiary subsequently ceases to be an Unrestricted Subsidiary and
becomes a Restricted Subsidiary, such Unrestricted Subsidiary may be required to become a Guarantor and such Property may be required
to become Collateral pursuant to ‎Section 8.14. The Administrative Agent shall, at the sole cost and expense
of the Borrower, execute any termination statements, releases or other documents requested by the Borrower that are necessary or
reasonably desirable to evidence and effectuate the releases contemplated by this paragraph. In addition, notwithstanding anything
to the contrary in any Loan Document, for so long as any Person is an Excluded Subsidiary, such Excluded Subsidiary shall not be
required to comply with any further assurances clauses or covenants relating to the creation or perfection of any Lien on the Equity
Interests in or Property of any such Excluded Subsidiary or any covenants in any Loan Documents applicable to any Guarantor or
any Property of a Guarantor.


 






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Section 11.12       Colombian
Security Documents. Each Secured Party hereby authorizes the Administrative Agent,
on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect
to the Collateral and the Colombian Security Documents and any other Security Instruments governed by the laws of Colombia. Each
Secured Party further authorizes the Administrative Agent to execute on its behalf, directly or through attorneys-in-fact duly
appointed for such purposes (including, without limitation, pursuant to a power of attorney in form and substance satisfactory
to the Administrative Agent), and to accept the benefits of, each of the Colombian Security Documents and any other agreements
or documents as may be necessary or advisable in connection with the grant of, or attachment or perfection of, the security interest
granted to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Colombian Security Documents or any
other Security Instruments governed by the laws of Colombia (including, but not limited to, the execution, amendment, modification,
waiver, supplement, cancellation and/or termination, of the Colombian Security Documents and the filing and registration of any
amendment, supplement, release and/or cancellation before any competent registry in Colombia, in connection with the Colombian
Security Documents).


 


Section 11.13       Global
Coordinator, Mandated Lead Arranger, Lead Manager and the Arrangers. None of the
Global Coordinator, Mandated Lead Arranger, Lead Manager, or the Arrangers shall have any duties, responsibilities or liabilities
under this Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in their capacity
as Lenders hereunder.


 


Section 11.14       Intercreditor
Agreement.


 


(a)          
Each of the Lenders, the Issuing Bank and the other Secured Parties hereby irrevocably authorizes and directs the Administrative
Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other
action by such Secured Party, (i) from time to time upon the request of the Borrower, in connection with the establishment, incurrence,
amendment, refinancing or replacement of any Debt, any Intercreditor Agreement and (ii) any documents relating thereto.


 


(b)          Each
of the Lenders, the Issuing Bank and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be
provided for under the Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will
be bound by the provisions of any Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to
the provisions of any Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against
the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance
with the terms of any Intercreditor Agreement and (iv) authorizes and directs the Administrative Agent to carry out the provisions
and intent of any Intercreditor Agreement.


 






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(c)          Each
of the Lenders, the Issuing Bank and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative
Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other
action by such Secured Party, any amendments, supplements or other modifications of any Intercreditor Agreement that the Borrower
may from time to time request (i) to give effect to any establishment, incurrence, amendment, extension, renewal, refinancing or
replacement of any Debt, (ii) to confirm for any party that such Intercreditor Agreement is effective and binding upon the Administrative
Agent on behalf of the Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the resulting
agreement would constitute an Intercreditor Agreement if executed at such time as a new agreement.


 


(d)          Each
of the Lenders, the Issuing Bank and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative
Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other
action by such Secured Party, any amendments, supplements or other modifications of any Security Instrument to add or remove any
legend that may be required pursuant to any Intercreditor Agreement.


 


(e)          The
Administrative Agent shall have the benefit of the provisions of Article XI with respect to all actions taken by it pursuant
to this Section 11.14 or in accordance with the terms of any Intercreditor Agreement to the full extent thereof.


 


Article XII

Miscellaneous


 


Section 12.01       Notices.


 


(a)          Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to ‎Section 12.01(b)),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)          if
to the Borrower, to it at 900, 520 3rd Avenue S.W., Calgary, Alberta, Canada, Attention of Chief Financial Officer and Treasurer
(Telecopy No. (403) 265-3242 and Email: treasury@grantierra.com);


 


(ii)         if
to the Parent, to it at 900, 520 3rd Avenue S.W., Calgary, Alberta, Canada, Attention of Chief Financial Officer and Treasurer
(Telecopy No. (403) 265-3242 and Email: treasury@grantierra.com);


 


(iii)        if
to the Administrative Agent or the Issuing Bank, to it at:


 


Albert Kwan

1700, 225 – 6th Avenue S.W. Calgary, AB T2P 1N2

Tel: (403) 298-7829

Email: albert.kwan@scotiabank.com


 






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(iv)        if
to the Administrative Agent or the Issuing Bank for principal repayments, interest, fees, to it at:


 


Ryan Hariprasad

720 King Street West, 2nd Floor,

Toronto, Ontario, Canada M5V 2T3

Tel: 416 866 5901

Email: gwsloanops.intl@scotiabank.com


 


(v)         if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)          Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Articles ‎II, ‎III, ‎IV
and ‎V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


(c)          Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


Section 12.02       Waivers;
Amendments.


 


(a)          No
failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce
such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure
by the Borrower therefrom shall in any event be effective unless the same shall be permitted by ‎Section 12.02(b),
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.


 






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(b)          Neither
this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Revolving Credit Lenders
or by the Borrower and the Administrative Agent with the consent of the Majority Revolving Credit Lenders; provided that
no such agreement shall (i) increase the Revolving Credit Commitment or the Maximum Revolving Credit Amount of any Revolving
Credit Lender without the written consent of such Revolving Credit Lender, (ii) increase the Borrowing Base without the written
consent of each Revolving Credit Lender, decrease or maintain the Borrowing Base without the consent of the Required Revolving
Credit Lenders, or modify ‎Section 2.08 or the definition of “Reserve Report” in any manner without
the consent of each Revolving Credit Lender (other than any Defaulting Lender); provided that a Scheduled Redetermination
may be postponed by the Majority Revolving Credit Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Obligation hereunder or under
any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of
payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder,
or any other Obligation hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment,
or postpone or extend the Revolving Credit Maturity Date or the Revolving Loan Termination Date without the written consent of
each Lender affected thereby, (v) change ‎Section 4.01(b) or ‎Section 4.01(c) in
a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive
or amend ‎Section 3.04(c), ‎Section 6.01, ‎Section 8.14, ‎Section 9.06(d), ‎Section 10.02(c)
or ‎Section 12.15 or change the definition of the term “Material Subsidiary”, “Subsidiary”,
or “Unrestricted Subsidiary”, without the written consent of each Lender affected thereby, (vii) release any
Guarantor (except as set forth in the Guaranty Agreement), release all or substantially all of the Collateral (other than as provided
in ‎Section 11.11), without the written consent of each Lender, (viii) change any of the provisions
of this ‎Section 12.02(b) or any other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent
hereunder or any other Loan Documents, without the written consent of each Lender or (ix) change the definition of “Majority
Revolving Credit Lenders” or “Required Revolving Credit Lenders” without the written consent of each Revolving
Credit Lender (other than any Defaulting Lenders); provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, any other Agent, or the Issuing Bank hereunder or under any
other Loan Document without the prior written consent of the Administrative Agent, such other Agent or the Issuing Bank, as the
case may be. Notwithstanding the foregoing, (a) any supplement to Schedule ‎1.02(b) (Eligible Buyers) or
Schedule ‎7.13 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental
schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders,
(b) any Security Instrument may be supplemented to add additional collateral with the consent of the Administrative Agent
and (c) the Administrative Agent and the Borrower (or other applicable Credit Party) may enter into any amendment, modification
or waiver of this Agreement or any other Loan Document or enter into any agreement or instrument to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property
to secure the Secured Obligations for the benefit of the Lenders or as required by any Governmental Requirement to give effect
to, protect or otherwise enhance the rights or benefits of any Lender under the Loan Documents without the consent of any Lender.
In addition, notwithstanding the foregoing, (i) the Administrative Agent, the Parent and the Borrower may amend, modify or
supplement any provision of this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency
so long as such amendment, modification or supplement does not adversely affect the rights or obligations of any Lender, (ii) the
Administrative Agent, the Parent and the Borrower may amend other provisions of this Agreement or any other Loan Document to the
extent explicitly permitted to do so by the terms of this Agreement or of any other Loan Document and (iii) the Administrative
Agent, the Parent and the Borrower may modify the terms of any Fee Letter.


 






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Section 12.03       Expenses,
Indemnity; Damage Waiver.


 


(a)          The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including, without limitation, the reasonable fees, charges and disbursements of counsel (which shall be limited to a single firm
of counsel for the Administrative Agent and its Affiliates and, if reasonably necessary, a single firm of local or regulatory counsel
in each appropriate jurisdiction and a single firm of special counsel for each relevant specialty, in each case for the Administrative
Agent and its Affiliates, taken as a whole) and other outside consultants for the Administrative Agent, the reasonable travel,
photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments
and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel
to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this
Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses,
Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording
or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred
to therein, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all out-of-pocket expenses incurred
by any Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Issuing
Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other
Loan Document, including its rights under this ‎Section 12.03, or in connection with the Loans made or Letters
of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit.


 






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(b)          The
Borrower shall indemnify each Agent, the Arrangers, the Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and defend and hold each Indemnitee harmless
from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements
of counsel (which shall be limited to a single firm of counsel for all Indemnitees, taken as a whole, and, if reasonably necessary,
a single firm of local or regulatory counsel in each appropriate jurisdiction and a single firm of special counsel for each relevant
specialty, in each case for all Indemnitees, taken as a whole and, solely in the case of an actual or perceived conflict of interest
(as reasonably identified by an Indemnitee) where the Indemnitee affected by such conflict informs the Borrower of such conflict,
one additional firm of counsel in each relevant jurisdiction for the affected Indemnitees similarly situated, taken as a whole),
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of this agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto or the parties to any other Loan Document of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or by any other Loan Document, (ii) the failure of any Credit Party to
comply with the terms of any Loan Document, including this Agreement, or with any Governmental Requirement, (iii) any inaccuracy
of any representation or any breach of any warranty or covenant of any Credit Party set forth in any of the Loan Documents or any
instruments, documents or certifications delivered in connection therewith, (iv) any Loan or Letter of Credit or the use of
the proceeds therefrom, including, without limitation, (A) any refusal by the Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit, or (B) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, non-delivery or
other improper presentation of the documents presented in connection therewith, (v) any other aspect of the Loan Documents,
(vi) the operations of the business of the Credit Parties by the Credit Parties, (vii) any assertion that the Lenders
were not entitled to receive the proceeds received pursuant to the Security Instruments, (viii) any Environmental Law applicable
to the Credit Parties or any of their Properties or operations, including, the presence, generation, storage, release, threatened
release, use, transport, disposal, arrangement of disposal or treatment of Hazardous Materials on or at any of their Properties,
(ix) the breach or non-compliance by any Credit Party with any Environmental Law applicable to any Credit Party, (x) the
past ownership by any Credit Party of any of its Properties or past activity on any of their Properties which, though lawful and
fully permissible at the time, could result in present liability, (xi) the presence, use, release, storage, treatment, disposal,
generation, threatened release, transport, arrangement for transport or arrangement for disposal of Hazardous Materials on or at
any of the Properties owned or operated by any Credit Party or any actual or alleged presence or release of Hazardous Materials
on or from any Property owned or operated by any Credit Party, (xii) any environmental liability related in any way to any
Credit Party, (xiii) any other environmental, health or safety condition in connection with the Loan Documents, or (xiv) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory and regardless of whether any Indemnitee is a party thereto, and such indemnity shall extend to each Indemnitee
notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an
affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second)
of torts of one or more of the Indemnitees or by reason of strict liability imposed without fault on any one or more of the Indemnitees;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from (1) the gross negligence, bad faith or willful misconduct of such Indemnitee, (2) a material breach by
such Indemnitee of its obligations under this Agreement or (3) claims of one or more Indemnitees against another Indemnitee
(other than claims against the Agent or the Arrangers in their capacities as such) and not involving any act or omission of the
Borrower or any of its Related Parties. This ‎Section 12.03(b) shall not apply with respect to Taxes other
than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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(c)          To
the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Arrangers or the Issuing Bank
under ‎Section 12.03(a) or ‎(b), each Lender severally agrees to pay to such Agent, the Arrangers
or the Issuing Bank, as the case may be, such Lender’s Applicable Revolving Credit Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
such Agent, the Arrangers or the Issuing Bank in its capacity as such.


 


(d)          To
the extent permitted by applicable law, the Borrower and the Parent shall not assert, and each hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)          All
amounts due under this ‎Section 12.03 shall be payable promptly (but not later than ten (10) days) after written
demand therefor.


 


Section 12.04       Successors
and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), (ii) no Lender
may assign or otherwise transfer its rights or obligations hereunder except in accordance with this ‎Section 12.04
and (iii) no Lender may assign to the Borrower, an Affiliate of the Borrower, a Defaulting Lender or an Affiliate of a Defaulting
Lender all or any portion of such Lender’s rights and obligations under this Agreement or all or any portion of its Revolving
Credit Commitments or the Loans owing to it hereunder. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in ‎Section 12.04(c))
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          (i) Subject
to the conditions set forth in ‎Section 12.04(b)(ii), any Lender may assign to one or more assignees all or
a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and
the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 






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(A)         the
Borrower; provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of
a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee and, if the Borrower
has not objected to such assignment within five (5) Business Days of notice thereof, the Borrower shall be deemed to have
consented to such assignment; and


 


(B)         the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee
that is a Lender immediately prior to giving effect to such assignment or to such Lender’s Affiliate or Approved Fund.


 


(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Revolving Credit Commitment or Loans, the amount of the Revolving Credit Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)         each
assignment by a Revolving Credit Lender shall be made as an assignment of a proportionate part of all the assigning Revolving Credit
Lender’s rights and obligations as a Revolving Credit Lender under this Agreement, including, without limitation, a pro rata
portion of its Revolving Credit Commitment, Maximum Revolving Credit Amount, LC Exposure, participations in Letters of Credit and
outstanding Revolving Loans; and


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500;


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and


 


(E)         in
no event may any Lender assign all or a portion of its rights and obligations under this Agreement to the Borrower, any Affiliate
of the Borrower or any natural person.


 






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(iii)        Subject
to ‎Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of ‎Section 5.01, ‎Section 5.02, ‎Section 5.03
and ‎Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this ‎Section 12.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with ‎Section 12.04(c).


 


(iv)        The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Maximum Revolving Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary,
the Administrative Agent will reflect the revisions on ‎Annex I and forward a copy of such revised ‎Annex I
to the Borrower, the Issuing Bank and each Lender.


 


(v)         Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in ‎Section 12.04(b) and any written consent to such assignment required by ‎Section 12.04(a),
the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this ‎Section 12.04(b).


 


(c)          (i) Any
Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other Persons (other than the Parent or the Borrower, any Affiliate thereof, or any natural person) (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving
Credit Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the proviso to ‎Section 12.02 that affects such Participant. In addition
such agreement must provide that the Participant shall be bound by the provisions of ‎Section 12.03. Subject
to ‎Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of ‎Section 5.01, ‎Section 5.02
and ‎Section 5.03 (subject to the requirements and limitations therein including the requirements under ‎Section 5.03(e)
(it being understood that the documentation required under ‎Section 5.03(e) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to ‎Section 12.04(b).
To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 12.08
as though it were a Lender; provided such Participant agrees to be subject to ‎Section 4.01(c) as though
it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the
Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(ii)         A
Participant shall not be entitled to receive any greater payment under ‎Section 5.01 or ‎Section 5.03
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s prior written consent. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the Loans or other obligations under the Loan Documents (the “Participant Register”). Any such Participant
Register shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable
prior notice; provided that the applicable Lender shall have no obligation to show such Participant Register to the Borrower
except to the extent such disclosure is necessary to establish that such Loan, commitment, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the Treasury regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve
Bank or other central bank having jurisdiction over such Lender, and this ‎Section 12.04 shall not apply to
any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


 






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(e)          Notwithstanding
any other provisions of this ‎Section 12.04, no transfer or assignment of the interests or obligations of
any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require any Credit
Party to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.


 


Section 12.05       Survival;
Revival; Reinstatement.


 


(a)          All
covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that
the Administrative Agent, any other Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated.
The provisions of ‎Section 5.01, ‎Section 5.02, ‎Section 5.03 and ‎Section 12.03
and ‎Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit
Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.


 


(b)          To
the extent that any payments on the Secured Obligations or proceeds of any Collateral are subsequently invalidated, declared to
be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person
under any bankruptcy law, common law or equitable cause, then to such extent, the Secured Obligations so satisfied shall be revived
and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens,
security interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect.
In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably
requested by the Administrative Agent and the Lenders to effect such reinstatement.


 


Section 12.06       Counterparts;
Integration; Effectiveness.


 


(a)          This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract.


 






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(b)          This
Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent
constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(c)          Except
as provided in ‎Section 6.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy, facsimile or other similar electronic means (e.g. .pdf) shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


Section 12.07       Severability.
Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section 12.08       Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including,
without limitations obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the
account of any Credit Party against any of and all the obligations of any Credit Party owed to such Lender now or hereafter existing
under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this ‎Section 12.08
are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.


 


Section 12.09       Governing
law; Jurisdiction; Consent to Service of Process.


 


(a)          This
Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York except to the
extent that United States Federal law permits any Lender to contract for, charge, receive, reserve or take interest at the rate
allowed by the laws of the State where such Lender is located.


 






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(b)          Any
legal action or proceeding with respect to the Loan Documents may be brought in the courts of the State of New York or of the United
States of America for the Southern District of New York, and, by execution and delivery of this agreement, each party hereby accepts
for itself and (to the extent permitted by law) in respect of its property, generally and unconditionally, the non-exclusive jurisdiction
of the aforesaid courts. Each party hereby irrevocably waives any objection, including, without limitation, any objection to the
laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude
a party from obtaining jurisdiction over another party in any court otherwise having jurisdiction.


 


(c)          In
addition, to the extent that any Credit Party or Affiliate thereof may be entitled, in any jurisdiction in which judicial proceedings
may at any time be commenced with respect to this agreement or any other Loan Document, to claim for itself or its revenues, assets
or properties any immunity from suit, the jurisdiction of any court, attachment prior to judgment, attachment in aid of execution
of a judgment, set-off, execution of a judgment or any other legal process, and to the extent that in any such jurisdiction there
may be attributed such immunity (whether or not claimed), such Person irrevocably agrees not to claim and hereby irrevocably waives
such immunity to the fullest extent permitted by the laws of such jurisdiction and hereby agrees that the foregoing waiver shall
be enforced to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America,
as amended, and is intended to be irrevocable for the purpose of such Act.


 


(d)          The
Borrower hereby designates, appoints and empowers, ample and sufficient, to C T Corporation System (the “Process Agent”),
with offices on the date hereof at 111 Eighth Avenue, New York, New York, 10011, as its designee, appointee and agent with respect
to any such action or proceeding in New York to receive for and on its behalf service of any and all legal process, summons, notices
and documents which may be served in any such proceeding and agrees that the failure of such agent to give any advice of any such
service of process to the Borrower shall not impair or affect the validity of such service or of any claim based thereon. If for
any reason the Process Agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee
and agent in New York City reasonably satisfactory to the Administrative Agent on the terms and for the purposes of this provision.
Each party irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address specified in ‎Section 12.01
or such other address as is specified pursuant to ‎Section 12.01 (or its assignment and assumption), such
service to become effective thirty (30) days after such mailing. Nothing herein shall affect the right of a party or any holder
of a Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against another
party in any other jurisdiction.


 


(e)          Each
party hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by law, trial by jury in any legal
action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special,
exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certifies that
no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied
that such party would not, in the event of litigation, seek to enforce the foregoing waivers; and (iv) acknowledges that it
has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among
other things, the mutual waivers and certifications contained in this ‎Section 12.09.


 






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Section 12.10       Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 12.11       Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this ‎Section 12.11, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this ‎Section 12.11 or (ii) becomes available to the Administrative
Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this ‎Section 12.11,
“Information” means all information received from any Credit Party relating to the Credit Parties and their
businesses, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by a Credit Party; provided that, in the case of information received from any
Credit Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this ‎Section 12.11 shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 






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Section 12.12       Interest
Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable
to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including
the laws of the United States of America or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding
the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents
or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (i) the aggregate
of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken, reserved, charged
or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Notes shall under
no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and
if theretofore paid shall be credited by such Lender on the principal amount of the Obligations (or, to the extent that the principal
amount of the Obligations shall have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (ii) in
the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event
of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration
that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable
law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as
of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount
of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in
full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention
of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread
throughout the stated term of the Loans evidenced by the Notes until payment in full so that the rate or amount of interest on
account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time
to time (A) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable
to such Lender pursuant to this ‎Section 12.12 and (B) in respect of any subsequent interest computation
period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender
computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of
such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender
until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable
to such Lender if the total amount of interest had been computed without giving effect to this ‎Section 12.12.


 


Section 12.13       Judgment
Currency. This is an international loan transaction in which the specification of US Dollars is of the essence, and the stipulated
currency shall in each instance be the currency of account and payment in all instances. A payment obligation in one currency
hereunder (the “Original Currency”) shall not be discharged by an amount paid in another currency (the “Other
Currency”), whether pursuant to any judgment expressed in or converted into any Other Currency or in another place except
to the extent that such tender or recovery results in the effective receipt by the payee of the full amount of the Original Currency
payable by it under this Agreement. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due
hereunder in the Original Currency into the Other Currency, the rate of exchange that shall be applied shall be that at which
in accordance with normal banking procedures the Administrative Agent or any Lender hereunder could purchase Original Currency
with the Other Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of each
Credit Party in respect of any such sum due from it to the Administrative Agent or any other Person under any Loan Document (in
this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering
such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum
adjudged to be due hereunder in the Other Currency such Entitled Person may in accordance with normal banking procedures purchase
and transfer the Original Currency to New York with the amount of the judgment currency so adjudged to be due; and each Credit
Party hereby, as a separate obligation and notwithstanding any such judgment, agrees jointly and severally to indemnify such Entitled
Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally
due to such Entitled Person in the Original Currency hereunder exceeds the amount of the Original Currency so purchased and transferred.


 






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Section 12.14       Exculpation
Provisions. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A
DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE
AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL
OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED
THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF
THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF
THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS
THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”


 


Section 12.15       Collateral
Matters; Secured Swap Agreements and Specified Cash Management Agreements. The
benefit of the Security Instruments and of the provisions of this Agreement relating to any Collateral securing the Secured Obligations
shall also extend to and be available to Secured Swap Parties and Secured Cash Management Parties on a pro rata basis (but
subject to the terms of the Loan Documents, including, without limitation, provisions thereof relating to the application and
priority of payments to the Secured Parties) in respect Secured Swap Obligations and Specified Cash Management Obligations. No
Secured Swap Party or Secured Cash Management Party shall have any voting rights under any Loan Document as a result of the existence
of Secured Swap Obligations or Specified Cash Management Obligations.


 


Section 12.16       Collateral
Assignment of Swap Agreements.


 


(a)          Pursuant
to the Security Instruments, each Credit Party is required to pledge, assign and transfer (the “Swap Assignment”)
to the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment
and performance when due of the Obligations (as defined therein), a first priority continuing security interest in, lien on and
right of setoff against, all of its right, title and interest in and to each Swap Agreement to which it is a party, including each
Swap Agreement between such Credit Party and any Lender or Affiliate of a Lender, all as more particularly described in the Security
Instruments (the “Swap Collateral”). In furtherance of the foregoing, each Lender hereby: (i) consents
and agrees to the Swap Assignment and (ii) agrees that from and after the Effective Date it will make any payments which become
payable by such Lender under or pursuant to any Swap Agreement between such Lender and any Credit Party directly to the relevant
Collection Account until such time as the grant of security interest in such Collateral is released pursuant to the terms of this
Agreement and the other Loan Documents.


 






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(b)          The
Parent and the Borrower each agrees that any payment made by a Lender or an Affiliate of a Lender pursuant to the provisions of
this ‎Section 12.16 shall, to the extent of such payment, satisfy the obligations of such Lender or its Affiliate
under the relevant Swap Agreement. The Parent and the Borrower each agrees to hold each Lender and its Affiliates harmless from
any claims or liabilities resulting from actions of such Lender or its Affiliates in accordance with the terms of this ‎Section 12.16.


 


Section 12.17       No
Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement
of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for
the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the Borrower, any obligor,
contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under
any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender for any reason whatsoever.
There are no third party beneficiaries.


 


Section 12.18       USA
Patriot Act Notice.


 


(a)          Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant
to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each of them,
which information includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify such Person in accordance with the USA Patriot Act. The Parent shall, and shall cause each of
its Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested
by each Lender and the Administrative Agent to maintain compliance with the Act.


 


(b)          In
the event that: (i) the introduction of or any change in (or in the interpretation, administration or application of) any
law or regulation made after the date of this Agreement, (ii) any change in the status of any Credit Party after the date
of this Agreement, or (iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this
Agreement to a party that is not a Lender prior to such assignment or transfer, requires the Administrative Agent (for itself or
on behalf of a Lender) or a Lender to comply with “know your customer” or similar identification procedures in circumstances
where the necessary information is not already available to it, any or all of the Credit Parties, as applicable, shall promptly,
upon the request of the Administrative Agent, supply, or produce the supply of such documentation and other evidence as is requested
by the Administrative Agent (for itself or on behalf of any of the Lenders) in order for the Administrative Agent or the Lenders,
as the case may be, to carry out and be satisfied it has complied with all necessary “know your customer” or other
similar checks under all applicable laws.


 






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(c)          Each
Lender shall promptly upon the request of the Administrative Agent, supply or procure the supply of, such documentation and other
evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out
and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable
laws.


 


Section 12.19       English
Language. This Agreement has been negotiated and executed in the English language.
All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement shall
be in the English language or, if not in English and if requested by the Administrative Agent, accompanied by a certified English
translation thereof. The English language version of any such document for purposes of this Agreement shall control the meaning
of the matters set forth herein.


 


Section 12.20       Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion powers of any EEA Resolution
Authority.


 


Section 12.21       Security
Trustee. For the purposes of the English law governed Security Instruments (the “UK Security Instruments”),
the Administrative Agent is appointed as security trustee for the Secured Parties on the terms set out in Schedule ‎12.21
(the Administrative Agent as Security Trustee). Governing law clause to address that this clause and Schedule ‎12.21
are governed by the laws of England and Wales.


 


[SIGNATURES BEGIN NEXT PAGE]


 




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The parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	BORROWER:	 	GRAN TIERRA ENERGY INTERNATIONAL
	 	HOLDINGS LTD.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	


 


Signature Page – Credit Agreement


 




    	 	 	 



     


    

 


	PARENT:	 	GRAN TIERRA ENERGY INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Credit Agreement


 




    	 	 	 



     


    

 


	ADMINISTRATIVE AGENT:	 	THE BANK OF NOVA SCOTIA,
	 	as Administrative Agent, the Issuing Bank and a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	


 


Signature Page – Credit Agreement


 




    	 	 	 



     


    

 


	LENDERS:	 	SOCIÉTÉ GÉNÉRALE,
	 	as a Lender
	 	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:	 


 


Signature Page – Credit Agreement


 




    	 	 	 



     


    

 


	 	HSBC Bank Canada,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	


 


Signature Page – Credit Agreement


 




    	 	 	 



     


    

 


	 	Export Development Canada,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Credit Agreement 


 




    	 	 	 



     


    

 


	 	Natixis, New York Branch,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Credit Agreement 


 




    	 	 	 



     


    

 


	 	Royal Bank of Canada,
	 	as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Credit Agreement


  




    	 	 	 



     


    

 


Annex I

List of Maximum Credit Amounts


  


	Lender	 	Applicable Revolving 
Credit Percentage	 	 	Maximum Revolving Credit 
Amounts	 
	The Bank of Nova Scotia	 	 	19.16666667	%	 	$	95,833,333.33	 
	Société Générale	 	 	19.16666667	%	 	$	95,833,333.33	 
	HSBC Bank Canada	 	 	16.66666666	%	 	$	83,333,333.34	 
	Export Development Canada	 	 	12.50000000	%	 	$	62,500,000.00	 
	Natixis, New York Branch	 	 	12.50000000	%	 	$	62,500,000.00	 
	Royal Bank of Canada	 	 	10.00000000	%	 	$	50,000,000.00	 
	Canadian Imperial Bank of Commerce	 	 	10.00000000	%	 	$	50,000,000.00	 
	TOTAL:	 	 	100.00000000	%	 	$	500,000,000.00	 



 






    	 	 Annex I – Page 1	 



     


    



 


Exhibit A-1


 


Form of REVOLVING CREDIT Note


 





	$[ ]	[ ], 20[ ]







 


FOR VALUE RECEIVED,
GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD., an exempted company duly incorporated with limited liability and existing under
the laws of the Cayman Islands (the “Borrower”), hereby promises to pay to [ ] (the “Revolving
Credit Lender”), at the principal office of The Bank of Nova Scotia (the “Administrative Agent”),
at 711 Louisiana Street, Suite 1400, Houston, TX, 77002, United States of America, the principal sum of [ ] US Dollars ($[ ])
(or such lesser amount as shall equal the aggregate unpaid principal amount of the Revolving Loans made by the Revolving Credit
Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and
in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount of each such Revolving Loan, at such office, in like money and funds, for the period commencing
on the date of such Revolving Loan until such Revolving Loan shall be paid in full, at the rates per annum and on the dates provided
in the Credit Agreement.


 


The date, amount, Type,
interest rate, Interest Period and maturity of each Revolving Loan made by the Revolving Credit Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by the Revolving Credit Lender on its books and, prior to any
transfer of this Note, may be recorded by the Revolving Credit Lender on the schedules attached hereto or any continuation thereof
or on any separate record maintained by the Revolving Credit Lender. Failure to make any such notation or to attach a schedule
shall not affect any Revolving Credit Lender’s or the Borrower’s rights or obligations in respect of such Revolving
Loans or affect the validity of such transfer by any Revolving Credit Lender of this Note.


 


This Note is one of
the Notes referred to in the Credit Agreement dated as of September 18, 2015 among the Borrower, the Parent, the Administrative
Agent, and the other agents and lenders signatory thereto (including the Revolving Credit Lender), and evidences Revolving Loans
made by the Revolving Credit Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise
modified from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective
meanings assigned to them in the Credit Agreement.


 


This Note is issued
pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided
for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events, for prepayments of Revolving Loans upon the terms and conditions specified therein
and other provisions relevant to this Note. The assignment or transfer of this Note is subject to various limitations and conditions
under the Credit Agreement.


 




    	 	Exhibit A-1 – Page 1	 



     


    


  


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL
LAW PERMITS ANY REVOLVING CREDIT LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS
OF THE STATE WHERE SUCH REVOLVING CREDIT LENDER IS LOCATED.


 


	 	GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
	 	 
	 	By:
	 	Name:	 
	 	Title:	 



 



    	 	Exhibit A-1 – Page 2	 



     


    


  


Exhibit A-2



[RESERVED]


 




    	 	Exhibit A-2 – Page 1	 



     


    



  


Exhibit B



Form of Borrowing Request


 


[ ], 20[ ]


 


Gran Tierra Energy
International Holdings Ltd., an exempted company duly incorporated with limited liability and existing under the laws of the Cayman
Islands (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of September 18,
2015 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”)
among the Borrower, the Parent, The Bank of Nova Scotia, as Administrative Agent and the other agents and lenders (the “Lenders”)
which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit
Agreement), hereby requests a Borrowing of [the Term/a Revolving] Loan as follows:


 


(i)          Aggregate
amount of the requested Borrowing is $[ ];


 


(ii)         Date
of such Borrowing is [ ], 20[ ];


 


(iii)        Requested
Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];


 


(iv)        [The
initial Interest Period applicable thereto is [ ];] [Applicable only to Eurodollar Borrowings]


 


(v)         Amount
of Borrowing Base in effect on the date hereof is $[ ];


 


(vi)        Total
Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Revolving Loans and total LC Exposure) are
$ ];


 


(vii)       Pro
forma total Revolving Credit Exposures (after giving effect to any requested Borrowing of Revolving Loans on or prior to the
Borrowing Date) are $[ ]; and


 


(viii)      Location
and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06
of the Credit Agreement, is as follows:


 


[                                    ]


 


[                                      ]


 


[                                      ]


 


[                                      ]


 


[                                      ]


 




    	 	Exhibit B – Page 1	 



     


    



  


The undersigned certifies
that he/she is the [  ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the
Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to
receive the requested Borrowing under the terms and conditions of the Credit Agreement.


 


	 	GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
	 	
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Exhibit B – Page 2	 



     


    


 


Exhibit C


 


Form of Interest
Election Request


 


[ ], 20[ ]


 


Gran Tierra Energy
International Holdings Ltd., an exempted company duly incorporated with limited liability and existing under the laws of the Cayman
Islands (the “Borrower”), pursuant to ‎Section 2.05 of the Credit Agreement dated as of
September 18, 2015 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit
Agreement”) among the Borrower, the Parent, The Bank of Nova Scotia, as Administrative Agent and the other agents and
lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized
term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:


 


(i)          The
Borrowing of [the Term / a Revolving] Loan to which this Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which
case the information specified pursuant to (ii) and (iii) below shall be specified for each resulting Borrowing) is [ ];


 


(ii)         The
effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and]


 


(iii)        The
resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and]


 


(iv)        The
Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]]. [Applicable only to
Eurodollar Borrowings]


 


The undersigned certifies
that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the
Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to
receive the requested continuation or conversion under the terms and conditions of the Credit Agreement.


 


	 	GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	Exhibit C – Page 1	 



     


    


 


Exhibit D


 


Form of Compliance Certificate


 


The undersigned hereby
certifies that he/she is the [ ] of Gran Tierra Energy International Holdings Ltd., an exempted company duly incorporated
with limited liability and existing under the laws of the Cayman Islands (the “Borrower”), and that as such
he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of
September 18, 2015 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”)
among the Borrower, the Parent, The Bank of Nova Scotia, as Administrative Agent, and the other agents and lenders (the “Lenders”)
which are or become a party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having
the same meaning given to it in the Agreement unless otherwise specified):


 


(a)         Except
as set forth below, the representations and warranties of the Credit Parties contained in ‎Article VII
of the Agreement and in the Loan Documents were true and correct in all material respects when made, and are repeated at and as
of the time of delivery hereof and are true and correct in all material respects (except to the extent any such representation
or warranty is qualified by materiality or Material Adverse Effect, in which case it was true and correct) at and as of the time
of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date.


 


(b)         There
exists no Default or Event of Default [or specify Default and describe].


 


(c)          Attached
hereto are the detailed computations necessary to determine Adjusted Consolidated Net Income for the [fiscal quarter][fiscal year]
ended [ ].


 


(d)         [There
has been no change to the [Material Subsidiaries][Restricted Subsidiaries][Unrestricted Subsidiaries] since [fiscal quarter][fiscal
year] ended [ ]][Attached hereto is a list of each [Material Subsidiary][Restricted Subsidiary][Unrestricted Subsidiary].]


 


(e)         Attached
hereto are the detailed computations necessary to determine whether the Parent is in compliance with ‎Section 9.01
as of the end of the [fiscal quarter][fiscal year] ended [ ].


 


(f)         [There
has been no change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred
to in ‎Section 7.04(a)(i).][Attached
hereto is a list of changes in GAAP since the date of the audited financial statements referred to in ‎Section 7.04(a)(i)
and detailed computations necessary to specify the effect of such change on the financial statements accompanying this certificate.]


 


(g)         [Attached
hereto is a true, correct and complete organizational chart of the Parent and its Subsidiaries as of the date hereof.]1


  


 






1 As applicable.





 




    	 	Exhibit D – Page 1	 



     


    


 


 


(h)        [Attached
hereto is a list of each Eligible Buyer party to an Offtake Agreement as of the date hereof.]2


 


(i)          Attached
hereto are the detailed computations necessary to determine the Available Amount as of the last day of the [fiscal quarter][fiscal
year] ended [ ].


 


EXECUTED AND DELIVERED
this [ ] day of [ ].


 


	 	GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 






2 As applicable.


 




    	 	Exhibit D – Page 2	 



     


    


 


Exhibit E



Security Instruments


 


		1.	Guaranty and Collateral Agreement made by each of the Obligors
(as defined therein), in favor of the Administrative Agent



 


		2.	UCC-1 Financing Statements in respect of item 1, by



 


		(a)	Gran Tierra Energy Inc. (filed with the Secretary of State
of Nevada)



 


		(b)	Gran Tierra Energy International Holdings Ltd. (filed with
the Recorder of Deeds of the District of Columbia)



 


		(c)	Petrolifera Petroleum (Colombia) Limited (filed with the
Recorder of Deeds of the District of Columbia)



 


		(d)	Gran Tierra Energy Cayman Islands Inc. (filed with the
Recorder of Deeds of the District of Columbia)



 


		(e)	Argosy Energy, LLC (filed with the Secretary of State of
Delaware)



 


		(f)	Gran Tierra Energy Colombia, Ltd. (filed with the Secretary
of State of Utah)



 


		(g)	Solana Resources Limited (filed with the Recorder of Deeds
of the District of Columbia)



 


		(h)	Gran Tierra Exchangeco Inc. (filed with the Recorder of
Deeds of the District of Columbia)



 


		(i)	Gran Tierra Callco ULC (filed with the Recorder of Deeds
of the District of Columbia)



 


		(j)	1203647 Alberta Inc. (filed with the Recorder of Deeds
of the District of Columbia)



 


		(k)	Gran Tierra Goldstrike Inc. (filed with the Recorder of
Deeds of the District of Columbia)



 


		(l)	Gran Tierra Energy Canada ULC (filed with the Recorder
of Deeds of the District of Columbia)



 


		3.	Stock Powers delivered in respect of any certificated U.S.
entities whose equity interests are required to be pledged under the Loan Documents



 


		4.	Contratos de Garantía Mobiliaria Sin Tenencia Sobre
Los Derechos Económicos Derivados de Los Contratos de Concesión in favor of the Administrative Agent and the Lenders
(filed with the Registry of Security over Movable Assets), by



 




    	 	Exhibit E – Page 1	 



     


    


 


		(a)	Petrolifera Petroleum (Colombia) Limited



 


		(b)	Gran Tierra Energy Colombia Ltd.



 


		5.	Letters of Instruction / Consent and Agreements by:



 


		(a)	Ecopetrol S.A – Agreement for the Purchase and
Sale of Crude Petroleum under the Chaza E&P Contract, Guayuyaco Association Contract and the Santana Risk Participation Contract
between Ecopetrol S.A. and Gran Tierra Energy Colombia, Ltd., effective December 1, 2012, expiring November 30,
2013.



 


		(b)	Ecopetrol S.A. – Agreement for the Purchase
and Sale of Crude Petroleum under the Chaza E&P Contract and the Guayuyaco Association Contract between Ecopetrol S.A.
and Petrolifera Petroleum (Colombia) Limited effective December 1, 2012, expiring November 30, 2013.



 


		(c)	Petrobras Colombia Limited – Agreement for the Purchase
and Sale of Crude Petroleum under the Jilguero and Melero wells located under the Garibay E&P Contract between Petrobras Colombia
Limited and Petrolifera Petroleum (Colombia) Limited, effective July 1, 2013, expiring December 31, 2013.



 


		(d)	Petrobras Colombia Limited – Agreement for the Purchase
and Sale of Crude Petroleum under the Ramiriquí well located under the Llanos - 22 E&P Contract between Petrobras Colombia
Limited and Gran Tierra Energy Colombia Ltd., effective February 1, 2013, expiring January 31, 2014.



 


		(e)	Emerald Energy Plc Sucursal Colombia – Agreement
for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract and the Guayuyaco Association Contract between Emerald
Energy Plc Sucursal Colombia and Petrolifera Petroleum (Colombia) Limited effective May 12, 2012, expiring May 11, 2014.



 


		(f)	Emerald Energy Plc Sucursal Colombia – Agreement
for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract, Guayuyaco Association Contract and the Santana
Risk Participation Contract between Emerald Energy Plc Sucursal Colombia and Gran Tierra Energy Colombia Ltd effective May 12,
2012, expiring May 11, 2014.



 


		(g)	Gunvor Colombia SAS – Agreement for the Purchase
and Sale of Crude Petroleum under the Chaza E&P Contract between Gunvor Colombia SAS and Petrolifera Petroleum (Colombia)
Limited effective December 3, 2012, expiring December 2, 2013.



 


		(h)	Gunvor Colombia SAS – Agreement for the Purchase
and Sale of Crude Petroleum under the Chaza E&P Contract between Gunvor Colombia SAS and Gran Tierra Energy Colombia Ltd.
effective December 3, 2012, expiring December 2, 2013.



 




    	 	Exhibit E – Page 2	 



     


    


 


		(i)	Cepcolsa – Agreement for the Purchase and Sale of
Crude Petroleum under the Garibay Contract between Petrolifera Petroleum (Colombia) Limited and Cepcolsa, executed on May 30,
2013, effective April 1, 2013, expiring March 31, 2014.



 


		(j)	Cepcolsa – Agreement for the Purchase and Sale of
Crude Petroleum under the Llanos 22 Contract between Gran Tierra Energy Colombia Ltd. and Cepcolsa, executed May 30, 2013,
effective April 1, 2013, expiring March 31, 2014.



 


		6.	Equitable Mortgage over Shares in Gran Tierra Energy International
Holdings Ltd. by Solana Resources Limited, in favor of the Administrative Agent and the Secured Parties.



 


		7.	Notation on Register of Members of Gran Tierra Energy International
Holdings Ltd. indicating an equitable mortgage over shares and providing details (with respect to item ‎6).



 


		8.	Equitable Mortgage over Shares in Petrolifera Petroleum
(Colombia) Limited by Gran Tierra Energy International Holdings Ltd. in favor of the Administrative Agent and the Secured Parties
..



 


		9.	(i) Notation on Register of Members of Petrolifera
Petroleum (Colombia) Limited indicating an equitable mortgage over shares and providing details; and (ii) Entry on Register
of Mortgages and Charges of Gran Tierra Energy International Holdings Ltd. (both with respect to item 8).



 


		10.	Equitable Mortgage over Shares in Gran Tierra Energy Cayman
Islands Inc. by Gran Tierra International Holdings Ltd. in favor of the Administrative Agent and the Secured Parties.



 


		11.	(i) Notation on Register of Members of Gran Tierra
Energy Cayman Islands Inc. indicating an equitable mortgage over shares and providing details; and (ii) Entry on Register
of Mortgages and Charges of Gran Tierra Energy International Holdings Ltd. (both with respect to item 10).



 


		12.	Equitable Mortgage over Shares in Gran Tierra (PUT-7) Limited
by Gran Tierra Energy International Holdings Ltd. in favor of the Administrative Agent and the Secured Parties .



 


		13.	i) Notation on Register of Members of Gran Tierra (PUT-7)
Limited indicating an equitable mortgage over shares and providing details; and ii) Entry on Register of Mortgages and Charges
of Gran Tierra Energy International Holdings Ltd. (both with respect to item 12).



 


		14.	Equitable Mortgage over Shares in Gran Tierra Colombia
Inc. by Gran Tierra Energy International Holdings Ltd. in favor of the Administrative Agent and the Secured Parties.



 


		15.	i) Notation on Register of Members of Gran Tierra Colombia
Islands Inc. indicating an equitable mortgage over shares and providing details; and ii) Entry on Register of Mortgages and Charges
of Gran Tierra Energy International Holdings Ltd. (both with respect to item 14).



 




    	 	Exhibit E – Page 3	 



     


    


 


		16.	Deposit Account Control Agreement (Gran Tierra Energy Colombia)
and Deposit Account Control Agreement (Petrolifera).



 


		17.	Canadian Securities Pledge Agreement from Gran Tierra Energy
Inc. respecting the shares of Gran Tierra Callco ULC and 1203647 Alberta Inc., from Gran Tierra Callco ULC respecting the shares
of Gran Tierra Exchangeco Inc., from Gran Tierra Exchangeco Inc. and Gran Tierra Goldstrike Inc. respecting the shares of Solana
Resources Limited, from 1203647 Alberta Inc. respecting the shares of Gran Tierra Goldstrike Inc. and from Gran Tierra Energy
Cayman Islands Inc. respecting the shares of Gran Tierra Energy Canada ULC.



 


		18.	Stock powers of attorney or other transfer documents with
respect to item 17.



 


		19.	Canadian Security Agreement from Gran Tierra Energy Inc.,
Gran Tierra Exchangeco Inc., Solana Resources Limited, Gran Tierra Callco ULC, 1203647 Alberta Inc., Gran Tierra Goldstrike Inc.
and Gran Tierra Energy Canada ULC.



 


		20.	Registration of Financing Statements at the Personal Property
Registry of Alberta (and each other applicable jurisdiction) in respect of items 17 and 19, by Norton Rose Fulbright
Canada LLP



 


		21.	Deed of Charge from Gran Tierra Energy Colombia, Ltd. to
the Administrative Agent in respect of Deposit Account Control Agreement (Gran Tierra Energy Colombia).



 


		22.	Deed of Charge from Petrolifera to the Administrative Agent
in respect of and Deposit Account Control Agreement (Petrolifera).



 




    	 	Exhibit E – Page 4	 



     


    


 


Exhibit F


 


Form of Assignment
and Assumption


 


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as
if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (A) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor
under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and
(B) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause ‎(A)
above (the rights and obligations sold and assigned pursuant to clauses ‎(A) and ‎(B) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	 
	 	 	 
	2.	Assignee:	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]3]
	 	 	 
	3.	Borrower:	Gran Tierra Energy International Holdings Ltd.
	 	 	 
	4.	Administrative Agent:	The Bank of Nova Scotia
	 	 	 
	5.	Credit Agreement:	The Credit Agreement dated as of September 18, 2015 among Gran Tierra Energy International Holdings Ltd., as Borrower, the Parent, The Bank of Nova Scotia, as Administrative Agent and the Lenders parties thereto.


 


 






3 Select as applicable.


 




    	 	Exhibit F – Page 1	 



     


    


  


		6.	Assigned Interest:



 






	Maximum 

Revolving Credit 

Amount Assigned	Percentage Assigned 

of Aggregate 

Maximum 

Revolving Credit

 Amounts*
	 	%
	 	%
	 	%







 


Effective Date: ____________ ___, 20__
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


* each total and partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement,
including, without limitation, a pro rata portion of its Revolving Credit Commitment, Maximum Revolving Credit Amount, LC Exposure,
participations in Letters of Credit and outstanding Revolving Loans


 




    	 	Exhibit F – Page 2	 



     


    


 


[Consented to and]4 Accepted:


 


	The Bank of Nova Scotia, as	 
	Administrative Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	[Consented to:]5	 
	 	 
	[NAME OF RELEVANT PARTY]	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 






4 To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.


5 To be added only if the consent
of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.


 




    	 	Exhibit F – Page 3	 



     


    


 


ANNEX 1





 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.            Representations and Warranties.


 


1.1           Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2           Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements delivered pursuant to ‎Section 8.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by
it as a Lender.


 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 




    	 	Exhibit F – Page 1	 



     


    


 


3.             General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax
or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the
State of New York.


 




    	 	Exhibit F – Page 2	 



     


    


 


Exhibit G


 


Petrolatina Constitutional
Document Amendments


 


Company Number: 05173588


 


COMPANIES ACT 2006


 


COMPANY LIMITED BY SHARES


 


WRITTEN MEMBERS RESOLUTION


 


of


 


PETROLATINA ENERGY LIMITED (the “Company”)


 


Circulation Date ________ 2016


 


WHEREAS:


 


		1.1	Whereas, pursuant to a purchase and sale agreement dated
30 June, 2016 between (1) Gran Tierra Energy International Holdings Ltd (“GTIH”), (2) Gran Tierra
Energy Inc. (“GTE”) and (3) Tribeca Oil & Gas Inc., Macquarie Bank Limited and Rorick Ventures Group
Inc. (being the majority of the Company’s shareholders) and the Company, GTIH has acquired beneficial title to 100% of the
ordinary shares in the capital of the Company and the Company is now a wholly owned subsidiary of GTE;



 


		1.2	GTIH is party to certain loans (the “Loans”)
on the terms and conditions contained in a credit agreement, between (1) GTE (as Parent), (2) GTIH (as borrower) (the
“Borrower”), (3) the Bank of Nova Scotia, as (administrative agent) (the “Administrative Agent”)
and (4) the Lenders party thereto, originally dated as of September 18, 2015, (as amended, supplemented or otherwise
modified prior to the date hereof, (the “Credit Agreement”); and



 


		1.3	it is a condition of the Credit Agreement that GTIH grants
inter alia a charge over the shares of the Company in favour of the Administrative Agent in respect of the payment and
performance of, inter alia, the obligations of GTE and GTIH under the Credit Agreement. Consequently the Company is required
to make certain amendments to its Articles of Association as set out below (the “Amendments”).



 


RESOLUTION


 


Accordingly, pursuant to Chapter 2
of Part 13 Companies Act 2006, the directors of the Company propose the following resolution be passed as a special resolution
(the “Resolution”) THAT, the articles of association of the Company be and are hereby amended by the
addition as paragraph 4.3 thereof of the following:


 




    	 	Exhibit G – Page 1	 



     


    


 


4.3           “Notwithstanding
anything otherwise provided in these articles (whether by way of or in relation to pre-emption rights, restrictions on, or conditions
applicable to, share transfers, or otherwise), the directors shall not decline to register any transfer of shares (a “Transfer”)
nor suspend registration thereof:


 


4.3.1       where
such Transfer is in favour of any person to which shares have been charged or mortgaged in relation to the Credit Agreement (as
defined below) and any nominee of any of the above (in each case a “Secured Party”) and the Transfer is as contemplated
by, or pursuant to, any mortgage or charge of shares or any call or other share option granted in favour of a Secured Party under
or in connection with a credit agreement between (1) GTE (as Parent), (2) GTIH (as borrower) (the “Borrower”),
(3) the Bank of Nova Scotia, as (administrative agent) (the “Administrative Agent”) and (4) the Lenders
party thereto, originally dated as of September 18, 2015, (as amended, supplemented or otherwise modified prior to the date
hereof, (the “Credit Agreement”) (a “Security”); or


 


4.3.2        where
such Transfer is delivered to the Company for registration by or on behalf of a Secured Party in order to register the Secured
Party as legal owner of the shares or in order to transfer the shares to a third party upon disposal or realisation of shares following
the Secured Party having become entitled to exercise or enforce its rights under any such Security; or


 


4.3.3       where
such Transfer is executed by;


 


(a)          a
Secured Party;


 


(b)          any
third party transferee selected by the Secured Party in their absolute discretion; or


 


(c)          any
receiver (or similar officer),


 


pursuant to the power of sale or the power
of transfer under such Security.


 


and a certificate by any officer of the
Secured Party that the relevant Transfer is within paragraphs 12.2.1 to 3 above shall be conclusive evidence of that fact and the
directors shall register the relevant Transfer promptly following receipt thereof. Any provision of these Articles that purports
to create a lien or security over any share shall not apply where a Secured Party has a charge or mortgage over that share and
no notice of intended forfeiture may be given pursuant to the articles of association of the Company or otherwise in respect of
any such share. Notwithstanding anything to the contrary contained in these articles; no Transferor or proposed Transferor of any
shares in the Company to a Secured Party and no Secured Party shall be required to offer the shares which are or are to be the
subject of any Transfer to the shareholders for the time being of the Company or any of them, and no such shareholder shall have
any right under these articles or under any agreement or otherwise to require those shares to be offered to or transferred to it
whether for consideration or not.


 


	 	 
	 	 
	For and on behalf of 	 
	 	 
	Gran Tierra Energy International Holdings Ltd.	 


 




    	 	Exhibit G – Page 2	 



     


    


 


Notes:


 


		1.	If you agree with the Resolution, please indicate your
agreement by signing and dating this document where indicated above and returning it to the Company using one of the following
methods:



 


		§	E-mail: by attaching a scanned copy of the signed document to an e-mail and sending it to davidhardy@grantierra.com.
Please enter “Written resolution” in the e-mail subject box.



 


		§	In writing to [●]



 


If you do not agree to the Resolution,
you do not need to do anything: you will not be deemed to agree if you fail to reply.


 


		2.	Once you have indicated your agreement to the Resolution,
you may not revoke your agreement.



 


		3.	Unless, within 28 days of the Circulation Date, sufficient
agreement has been received for the Resolution to pass, they will lapse. If you agree to the Resolution, please ensure that your
agreement reaches us before or during this date.



 


		4.	In the case of joint holders of shares, only the vote of
the senior holder who votes will be counted by the Company. Seniority is determined by the order in which the names of the joint
holders appear in the register of members.



 


		5.	If you are signing this document on behalf of a person
under a power of attorney or other authority please send a copy of the relevant power of attorney or authority when returning
this document.



 




    	 	Exhibit G – Page 3	 



     


    


 


SCHEDULE ‎1.02(a)


Hydrocarbon Properties/Concession
Agreements


 


	BLOCK	 	DESCRIPTION	 	EFFECTIVE

    DATE	 	EXECUTION
    

    DATE	 	PARTIES
	Santana	 	Exploitation
    Agreement.	 	November 21,
    2016	 	November 21,
    2016	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	Azar1	 	Exploration and
    Production Contract	 	October 12, 2006	 	October 12, 2006	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd., Geoadinpro Ltda
	Magdalena1	 	Exploration and
    Production Contract	 	September 15,
    2009	 	September 15,
    2009	 	Agencia Nacional de Hidrocarburos, Petrolifera
    Petroleum (Colombia) Limited
	Guachiria Norte1	 	Exploration and
    Exploitation Contract	 	December 21,
    2004	 	December 21,
    2004	 	Agencia Nacional de Hidrocarburos, Petrolifera
    Petroleum (Colombia) Limited
	Sierra Nevada1	 	Exploration and
    Production Contract	 	April 11, 2007	 	April 11, 2007	 	Agencia Nacional de Hidrocarburos, Petrolifera
    Petroleum (Colombia) Limited
	Guayuyaco	 	Association Contract	 	September 30,
    2002	 	September 30,
    2002	 	Ecopetrol S.A., Gran Tierra Energy Colombia
    Ltd.
	Chaza	 	Exploration and
    Exploitation Contract	 	June 27, 2005	 	June 27, 2005	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	Putumayo Piedemonte
    Norte	 	Exploration and
    Production Contract	 	June 17, 2009	 	June 17, 2009	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd, Cepsa Colombia S.A
	Putumayo Piedemonte
    Sur	 	Exploration and
    Production Contract	 	June 17, 2009	 	June 17, 2009	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	PUT- 10	 	Exploration and
    Production Contract	 	September 16,
    2011	 	March 16, 2011	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	Cauca 61	 	Technical Evaluation
    Contract	 	December 16,
    2011	 	March 16, 2011	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	Cauca 71	 	Technical Evaluation
    Contract	 	December 16,
    2011	 	March 16, 2011	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd.
	Sinú 1	 	Technical Evaluation
    Contract	 	August 13, 2014	 	November 29,
    2012	 	Agencia Nacional de Hidrocarburos, Consorcio
    Gran Tierra Energy Colombia Ltd - Pluspetrol
	Sinú 3	 	Exploration and Production Contract	 	September 12, 2013	 	November 29, 2012	 	Agencia Nacional de Hidrocarburos, Consorcio Gran Tierra Energy
    Colombia Ltd – Perenco Colombia Limited


 




    	 	Schedule 1.02(a) – Page 1	 



     


    


 


	BLOCK	 	DESCRIPTION	 	EFFECTIVE

    DATE	 	EXECUTION
    

    DATE	 	PARTIES
	Llanos 22	 	Exploration and
    Production Contract	 	February 5, 2009	 	February 5, 2009	 	Agencia Nacional de Hidrocarburos, Gran Tierra
    Energy Colombia Ltd, Cepsa Colombia S.A.
	Garibay	 	Exploration and
    Production Contract	 	October 25, 2005	 	October 25, 2005	 	Agencia Nacional de Hidrocarburos, Petrolifera
    Petroleum (Colombia) Limited, Cepsa Colombia S.A.
	Catguas	 	Exploration and
    Production Contract	 	November 17,
    2005	 	November 17,
    2005	 	Agencia Nacional de Hidrocarburos, Petrolifera
    Petroleum (Colombia) Limited
	Put-1	 	Exploration and
    Production Contract	 	October 1, 2009	 	March 31, 2009	 	Agencia Nacional de Hidrocarburos,

    Gran Tierra Energy Colombia Ltd., 

    Lewis Energy Colombia Inc.
	Put-31	 	Exploration and
    Production Contract	 	—
	 	September 3,
    2014	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Energy Colombia Ltd.,

        Gran
        Tierra Colombia Inc. Sucursal

	Put-46	 	Exploration and
    Production Contract	 	August
        23, 2009
	 	February 23,
    2009	 	Agencia
        Nacional de Hidrocarburos

        Gran
        Tierra Energy Colombia Ltd

        Petróleos
        del Norte S.A.

	Midas	 	Exploration and
    Production Contract	 	April 5, 2008	 	April 5, 2008	 	Agencia
        Nacional de Hidrocarburos

        Gran
        Tierra Energy Colombia Ltd

	El Portón	 	Exploration and
    Production Contract	 	September
        10, 2007
	 	September 10,
    2007	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Energy Colombia Ltd.,

        Gran
        Tierra Colombia Inc. Sucursal

	Primavera1	 	Exploration and
    Production Contract	 	May 9, 2006	 	May 9, 2006	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Energy Colombia Ltd.,

        Amerisur
        Exploración Colombia Limitada, Expet S.A

	Nancy Burdine
    Maxine	 	Exploitation
    Agreement	 	October 11, 2007	 	October 11, 2007	 	Agencia
    Nacional de Hidrocarburos, Gran Tierra Energy Colombia Ltd
	 

        Balay1
	 	 

        Exploration
        and Production Contract
	 	June
        6, 2008
	 	June
        6, 2008
	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Perenco
        Oil and Gas Limited; Cepsa Colombia S.A; Parex Resources Colombia Ltd



 






    	 	Schedule 1.02(a) – Page 2	 



     


    


  


	BLOCK	 	DESCRIPTION	 	EFFECTIVE

    DATE	 	EXECUTION
    

    DATE	 	PARTIES
	El Eden3	 	Exploration and
    Production Contract	 	September 10,
    2007	 	September 10,
    2007	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Parex
        Resources Colombia Ltd

	Llanos 10	 	Exploration and
    Production Contract	 	September 14,
    2009	 	March
        13, 2009
	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Parex
        Resources Colombia Ltd

	Llanos 191	 	Exploration and
    Production Contract	 	September 13,
    2009	 	March
        13, 2009
	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Pacific
        Stratus Energy Colombia Corp.

	Los Ocarros3	 	Exploration and
    Production Contract	 	September 10,
    2007	 	September 10,
    2007	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Parex
        Resources Colombia Ltd

	Put- 7	 	Exploration and
    Production Contract	 	August 3, 2012	 	May 3, 2011	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

	Arjona	 	Undeveloped and
    inactive discovered fields	 	March 9, 2007	 	September 9,
    2005	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Vetra
        Exploración y Producción Colombia

	Put - 2	 	Exploration and
    Production Contract	 	August 18, 2009	 	February 18,
    2009	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

	Alea 1947-C	 	Exploration and
    Production Contract	 	June 17, 2009	 	 

        June
        17, 2009
	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Southeast
        Investment Corporation

	Alea 1848-A	 	Exploration and
    Production Contract	 	May 28, 2009	 	May
        28, 2009
	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Vetra
        Exploración

	CPO-74	 	Exploration and
    Production Contract	 	July 14, 2009	 	January 14, 2009	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Tecpetrol
        S.A

	CPO-134	 	Exploration and
    Production Contract	 	July 14, 2009	 	January 14, 2009	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Tecpetrol
        S.A

	Tinigua	 	Exploration and Production Contract	 	January 23, 2009	 	January 23, 2009	 	Agencia
        Nacional de Hidrocarburos,

        Gran
        Tierra Colombia Inc. Sucursal

        Meta
        Petroleum AG



 




    	 	Schedule 1.02(a) – Page 3	 



     


    


  


	BLOCK	 	DESCRIPTION	 	EFFECTIVE

    DATE	 	EXECUTION
    

    DATE	 	PARTIES
	Suroriente	 	Incremental

        Production
        Contract
	 	June 13, 2001	 	June 13, 2001	 	Agencia
        Nacional de Hidrocarburos

        Southeast
        Investment Corporation

        Vetra
        Exploración

	La Paloma	 	Exploration and Production
    Contract	 	April 5, 2006	 	April 5, 2006	 	Agencia
        Nacional de Hidrocarburos

        Unión
        Temporal Petrocaribe (Gran Tierra Energy Colombia Ltd.

        Apex
        Energy (Canada) Inc)

	Llanos - 12	 	Exploration and Production
    Contract	 	December 13, 2015	 	December 6, 2012	 	Agencia
        Nacional de Hidrocarburos

        Petróleos
        del Norte S.A

	Llanos - 532	 	Exploration and Production
    Contract	 	January 5, 2013	 	December 6, 2012	 	Agencia
        Nacional de Hidrocarburos

        Petróleos
        del Norte S.A

	Llanos - 702	 	Exploration and Production
    Contract	 	December 13, 2015	 	December 6, 2012	 	Agencia
        Nacional de Hidrocarburos

        Petróleos
        del Norte S.A

	Put-252	 	Exploration and Production
    Contract	 	—	 	December 6, 2012	 	Agencia
        Nacional de Hidrocarburos

        Petróleos
        del Norte S.A

	Tisquirama2	 	Association
        Contract

         
	 	March 29, 1983	 	March 29, 1983	 	Ecopetrol
        S.A

        Petrosantander

        Petróleos
        del Norte S.A



 





 



 (1)Awaiting signature of termination minutes




 (2)Awaiting assignment approval from ANH to Gran Tierra Energy Colombia Ltd.




 (3)Assignment in favour of Parex is pending ANH approval




 (4)Assignment in favour of Tecpetrol is pending ANH approval




 




    	 	Schedule 1.02(a) – Page 4	 



     


    


 


SCHEDULE ‎1.02(b)


Eligible Buyers


 


		1.	Petroleo Brasileiro SA



 


		2.	Emerald Energy Plc Sucursal Colombia



 


		3.	Gunvor Colombia CI SAS



 


		4.	Ecopetrol SA



 


		5.	Cepcolsa



 


		6.	Kronos Energy S.A. ESP.



 


		7.	Comercializadora de Energía, GAS y servicio S.A
ESP GEACOM



 


		8.	Equion Energy Limited S.A.



 


		9.	Pacific Stratus Energy Colombia Corp



 


		10.	Hocol S.A.



 


		11.	Core Petroleum LLC



 


		12.	SurEnergy S.A.S ESP



 


		13.	Gunvor SA



 


		14.	Petrobras Colombia Limited



 


		15.	Petrobras Internacional Braspetro B.V.



 


		16.	Shell Colombia S.A.



 


		17.	Trafigura Pte Ltd



 


		18.	C.I. Trafigura Petroleum Colombia S.A.S.



 


		19.	Consorcio Energy – Vigía



 


		20.	GOAM 1 CI S.A.S. – Comercializadora Internacional.



 




    	 	Schedule 1.02(b) – Page 1	 



     


    


 


SCHEDULE ‎1.02(c)


Offtake Agreements


 





	Basin	 	#	 	Seller	 	Buyer	 	Contract	 	Fields
    / Wells	 	Volumes	 	Delivery

    Point	 	Term
	 	 	 	 	 	 	 	 
	Putumayo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	1	 	Gran
    Tierra Colombia Inc. Sucursal	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated May 31, 2017 (3 Amendments)	 	Quillacinga
    (Batch)	 	Spot	 	wellhead
    	 	June
    1, 2017 to March 15, 2018
	 	 	2	 	Gran
    Tierra Energy Colombia Ltd	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated May 2, 2017 (2 Amendments)	 	Costayaco,
    Moquetá & Vonu (Batch)  	 	2,000,000
    bbls	 	wellhead
    (Santana)	 	June
    1, 2017 to March 15, 2018
	 	 	3	 	Gran
    Tierra Energy Colombia Ltd	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated March 31, 2017 (2 Amendments)	 	Costayaco,
    Moquetá & Vonu	 	Spot	 	wellhead
    	 	April
    1, 2017 to February 28, 2018
	 	 	4	 	Gran
    Tierra Colombia Inc. Sucursal	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated March 30, 2017 (3 Amendments) 	 	Cumplidor,
    Alpha, Confianza, Cohembí, Quinde & Quillacinga	 	Spot	 	wellhead
    	 	April
    1, 2017 to February 28, 2018
	 	 	5	 	Gran
    Tierra Energy Colombia Ltd	 	Consorcio
    Energy - Vigía 	 	Crude
    Sales Agreement dated January 10, 2017	 	Costayaco	 	Spot	 	wellhead	 	January
    1, 2017 to June 30, 2018
	 	 	6	 	Gran
    Tierra Energy Colombia Ltd	 	Ecopetrol
    SA	 	VCM-GNR-029-2015
    dated December 1, 2015 (6 Amendments)	 	Costayaco,
    Moquetá, Guayuyaco, Juanambu, Mary, Miraflor, Toroyaco & Vonu	 	Spot	 	Tumaco	 	December
    1, 2015 to November 30, 2017







 




    	 	Schedule 1.02(c) – Page 1	 



     


    


 





	Basin	 	#	 	Seller	 	Buyer	 	Contract	 	Fields
    / Wells	 	Volumes	 	Delivery

    Point	 	Term
	Llanos	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	1	 	Gran
    Tierra Energy Colombia Ltd	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated July 25, 2017 	 	Ramiriqui	 	Spot	 	wellhead
    	 	August
    1, 2017 to February 28, 2018
	 	 	2	 	Petrolifera
    Petroleum (Colombia) Limited	 	Gunvor
    Colombia CI SAS	 	Crude
    Sales Agreement dated July 25, 2017 	 	Jilguero
    Unitized & Jilguero - 4	 	Spot	 	Wellhead	 	August
    1, 2017 to February 28, 2018
	 	 	3	 	Gran
    Tierra Energy Colombia Ltd	 	Cepsa
    Colombia S.A.	 	 Gas
    Sales Agreement dated December 13, 2016 (1 Amendment)	 	Ramiriqui	 	Interruptible
    	 	wellhead
    	 	August
    11, 2016 to August 10, 2018
	 	 	4	 	Gran
    Tierra Energy Colombia Ltd	 	Surenergy
    SAS ESP	 	 Gas
    Sales Agreement dated May 6, 2015 (6 Amendments)	 	Ramiriquí	 	Interruptible
    	 	Wellhead	 	April
    13, 2015 to March 12, 2018  
	 	 	5	 	Gran
    Tierra Energy Colombia Ltd	 	Kronos
    Energy SA ESP	 	 Gas
    Sales Agreement dated April 23, 2013 (7 Amendments)	 	Ramiriquí	 	Interruptible
    	 	Wellhead	 	April
    23, 2013 to November 30, 2018
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MMV	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	1	 	Gran
    Tierra Energy Colombia Ltd	 	C.I.
    Shell Comercializadora S.A.S.  	 	Crude
    Sales Agreement dated January 10, 2017 	 	Acordionero
    	 	6,850,000
    bbls	 	Puerto
    Bahía (Cartagena)	 	Until
    total volume is delivered or when Buyer’s right to storage capacity in Puerto Bahía ceases 
	 	 	2	 	Gran
    Tierra Energy Colombia Ltd	 	CI
    Trafigura Petroleum Colombia SAS	 	Crude
    Sales Agreement dated February 21, 2017 (2 Amendments)	 	Chuira,
    Colón, Juglar, Los Ángeles, Querubín, Santa Lucía, Gaitero & Zoe 	 	Spot	 	Wellhead	 	March
    1, 2017 - February 28, 2018







 




    	 	Schedule 1.02(c) – Page 2	 



     


    


 


SCHEDULE ‎1.02(d)


 


Guarantors


 


	
        

        Gran Tierra Energy Inc.
	Delaware
	 	 
	Gran Tierra Callco ULC	Canada
	 	 
	Gran Tierra Exchangeco Inc.	Canada
	 	 
	1203647 Alberta Inc.	Canada
	 	 
	Gran Tierra Goldstrike Inc.	Canada
	 	 
	Gran Tierra Resources Limited	Canada
	 	 
	Gran Tierra Energy International Holdings Ltd.	Cayman Islands
	 	 
	Petrolifera Petroleum (Colombia) Limited	Cayman Islands
	 	 
	Gran Tierra Energy Cayman Islands Inc.	Cayman Islands
	 	 
	Gran Tierra Colombia Inc.	Cayman Islands
	 	 
	Gran Tierra Energy Colombia, Ltd.	Utah
	 	 
	Argosy Energy, LLC	Delaware
	 	 
	Gran Tierra Energy Canada ULC	Canada


 


Guarantors that are Excluded Subsidiaries


 


	PetroLatina Energy Limited	United Kingdom
	 	 
	PetroLatina (CA) Limited	United Kingdom
	 	 
	Taghmen Argentina Limited	United Kingdom
	 	 
	R.L. Petroleum Corp.	Panama
	 	 
	North Riding Inc.	Panama
	 	 
	Taghmen Colombia S.L. 	Spain
	 	 
	Petroleos Del Norte S.A	Colombia
	 	 
	Gran Tierra (PUT-7) Limited	Cayman Islands


 




    	 	Schedule 1.02(d) – Page 1	 



     


    


 


SCHEDULE ‎7.05


Litigation


 


1.          Ecopetrol S.A.
(“Ecopetrol”) vs. Gran Tierra Energy Colombia, Ltd. and Petrolifera Petroleum (Colombia) Ltd (collectively “GTEC”)


 


2.          GTEC
and Ecopetrol, the contracting parties of the Guayuyaco Association Contract, are engaged in a dispute regarding the interpretation
of the procedure for allocation of oil produced and sold during the long-term test of the Guayuyaco-1 and Guayuyaco-2 wells, prior
to GTEC’s purchase of the companies originally involved in the dispute. There was no agreement between the parties, and Ecopetrol
filed a lawsuit in the Contravention Administrative Tribunal in the District of Cauca (the “Tribunal”) regarding this
matter. During 2013, the Tribunal ruled in favor of Ecopetrol and awarded Ecopetrol 44,025 bbl of oil. GTEC has filed an appeal
of the ruling to the Supreme Administrative Court (Consejo de Estado) in a second instance procedure. At June 30, 2015, and
December 31, 2014, Gran Tierra Energy Inc. (“Gran Tierra”) had accrued $2.4 million in the interim unaudited condensed
consolidated financial statements in relation to this dispute.GTEC vs. Agencia Nacional de Hidrocarburos (National Hydrocarbons
Agency) (“ANH”)


 


Gran Tierra’s production from the
Costayaco Exploitation Area is subject to an additional royalty (the “HPR royalty”), which applies when cumulative
gross production from an Exploitation Area is greater than five MMbbl. The HPR royalty is calculated on the difference between
a trigger price defined in the Chaza Block exploration and production contract (the “Chaza Contract”) and the sales
price. ANH has interpreted the Chaza Contract as requiring that the HPR royalty must be paid with respect to all production from
the Moqueta Exploitation Area and initiated a noncompliance procedure under the Chaza Contract, which was contested by Gran Tierra
because the Moqueta Exploitation Area and the Costayaco Exploitation Area are separate Exploitation Areas. ANH did not proceed
with that noncompliance procedure. Gran Tierra also believes that the evidence shows that the Costayaco and Moqueta fields are
two clearly separate and independent hydrocarbon accumulations. Therefore, it is Gran Tierra’s view that, pursuant to the
terms of the Chaza Contract, the HPR royalty is only to be paid with respect to production from the Moqueta Exploitation Area when
the accumulated oil production from that Exploitation Area exceeds five MMbbl. Discussions with the ANH have not resolved this
issue and Gran Tierra has initiated the dispute resolution process under the Chaza Contract by filing on January 14, 2013,
an arbitration claim before the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogotá, Colombia,
seeking a decision that the HPR royalty is not payable until production from the Moqueta Exploitation Area exceeds five MMbbl.
Gran Tierra supplemented its claim on May 30, 2013. The ANH filed a response to the claim seeking a declaration that its interpretation
is correct and a counterclaim seeking, amongst other remedies, declarations that Gran Tierra breached the Chaza Contract by not
paying the disputed HPR royalty, that the amount of the alleged HPR royalty is payable, and that the Chaza Contract be terminated.
Gran Tierra filed a response to the ANH’s counterclaim and filed its comments on the ANH’s responses to Gran Tierra’s
claim. The ANH filed an amended counterclaim and Gran Tierra filed a response to the ANH’s amended counterclaim. On April 30,
2015, total cumulative production from the Moqueta Exploitation Area reached 5.0 MMbbl and Gran Tierra commenced paying the HPR
royalty payable on production over that threshold. The estimated compensation which would be payable on cumulative production if
the ANH’s claims are accepted in the arbitration is $66.3 million plus related interest of $24.8 million. Gran Tierra also
disagrees with the interest rate that the ANH has used in calculating the interest cost. Gran Tierra asserts that since the HPR
royalty is denominated in the U.S. dollar, the contract requires the interest rate to be three-month LIBOR plus 4%, whereas
the ANH has applied the highest legally authorized interest rate on Colombian peso liabilities, which during the period of production
to date has averaged approximately 29% per annum. At March 31, 2015, based on an interest rate of three-month LIBOR plus 4%
related interest would be $4.9 million. At this time no amount has been accrued in the interim unaudited condensed consolidated
financial statements nor deducted from Gran Tierra’s reserves for the disputed HPR royalty as Gran Tierra does not consider
it probable that a loss will be incurred.


 




    	 	Schedule 7.05 – Page 1	 



     


    


 


Additionally, the ANH and Gran Tierra are
engaged in discussions regarding the interpretation of whether certain transportation and related costs are eligible to be deducted
in the calculation of the HPR royalty. Discussions with the ANH are ongoing. Based on the Gran Tierra’s understanding of
the ANH’s position, the estimated compensation which would be payable if the ANH’s interpretation is correct could
be up to $42.1 million as at June 30, 2015. At this time no amount has been accrued in the interim unaudited condensed consolidated
financial statements as Gran Tierra does not consider it probable that a loss will be incurred.


 




    	 	Schedule 7.05 – Page 2	 



     


    


 


SCHEDULE ‎7.06


Environmental Matters


 


None.


 




    	 	Schedule 7.06 – Page 1	 



     


    


 


SCHEDULE ‎7.13


Subsidiaries


 


	Subsidiary	 	Jurisdiction of 

Organization	 	Percentage of 

Equity Interests

Owned	 	Nature of 

Ownership	 	Owner
	Gran Tierra Callco ULC	 	Alberta	 	100%	 	Shares	 	Gran Tierra Energy Inc.
	1203647 Alberta Inc.	 	Alberta	 	100%	 	Shares	 	Gran Tierra Energy Inc.
	Gran Tierra Exchangeco Inc.	 	Alberta	 	100%	 	Shares	 	Gran Tierra Callco ULC
	Gran Tierra Goldstrike Inc.	 	Alberta	 	100%	 	Shares	 	1203647 Alberta Inc.
	Gran Tierra Resources Limited	 	Alberta	 	99.99999999%	 	Shares	 	Gran Tierra Exchangeco Inc.
	"	 	Alberta	 	0.00000001%	 	Shares	 	Gran Tierra Goldstrike Inc.
	Gran Tierra Energy International Holdings Ltd.	 	Cayman Islands	 	100%	 	Shares	 	Gran Tierra Resources Limited
	Petrolifera Petroleum (Colombia) Limited	 	Cayman Islands	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Petrolifera Petroleum (Colombia) Limited	 	Colombia Branch	 	100%	 	Shares	 	Petrolifera Petroleum (Colombia) Limited (organized in Cayman Islands)
	Gran Tierra Energy Cayman Islands Inc.	 	Cayman Islands	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Gran Tierra México Energy, S. de R.L. de C.V.	 	México	 	99.999995%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	"	 	México	 	0.000005%	 	Shares	 	Gran Tierra Energy Cayman Islands Inc.


 




    	 	Schedule 7.13 – Page 2	 



     


    


 


	Subsidiary	 	Jurisdiction of 

Organization	 	Percentage of 

Equity Interests

Owned	 	Nature of 

Ownership	 	Owner
	Argosy Energy LLC	 	Delaware	 	100%	 	Membership Interest	 	Gran Tierra Energy Cayman Islands Inc.
	Grand Tierra Energy Canada ULC	 	Alberta	 	100%	 	Shares	 	Gran Tierra Energy Cayman Islands Inc.
	Gran Tierra Energy Colombia, Ltd.	 	Utah	 	99.2857%	 	Partnership Interests	 	Gran Tierra Energy Cayman Islands Inc. 
	"	 	Utah	 	0.7143%	 	Partnership Interests	 	Argosy Energy LLC
	Gran Tierra Energy Colombia Ltd.	 	Colombia Branch	 	100%	 	Shares	 	Gran Tierra Energy Colombia, Ltd. (organized in Utah)
	Gran Tierra Energy International (Peru) Holdings B.V.	 	Curacao	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Gran Tierra Energy Peru B.V.	 	Curacao	 	100%	 	Shares	 	Gran Tierra Energy International (Peru) Holdings B.V.
	Gran Tierra Energy Peru S.R.L.	 	Peru	 	96.54%	 	Shares	 	Gran Tierra Energy International (Peru) Holdings B.V.
	"	 	Peru	 	3.46%	 	Shares	 	Gran Tierra Energy Peru B.V.
	Petrolifera Petroleum Del Peru S.R.L.	 	Peru	 	96.7%	 	Shares	 	Gran Tierra Energy International (Peru) Holdings B.V.
	"	 	Peru	 	3.3%	 	Shares	 	Gran Tierra Energy Peru B.V.


 




    	 	Schedule 7.13 – Page 3	 



     


    


 


	Subsidiary	 	Jurisdiction of 

Organization	 	Percentage of 

Equity Interests

Owned	 	Nature of 

Ownership	 	Owner
	Gran Tierra Luxembourg Holdings Sarl	 	Luxembourg	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Gran Tierra (Put-7) Limited	 	Cayman Islands	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Gran Tierra (Put-7) Limited Sucursal Colombia	 	Colombia Branch	 	100%	 	Shares	 	Gran Tierra (Put-7) Limited (organized in Cayman Islands)
	Gran Tierra Colombia Inc.	 	Cayman Islands	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Gran Tierra Colombia Inc. Sucursal	 	Colombia Branch	 	100%	 	Shares	 	Gran Tierra Colombia Inc. (organized in Cayman Islands)
	Suroco Energy Venezuela	 	Venezuela	 	100%	 	Shares	 	Gran Tierra Colombia Inc.
	Vetra Petroamerica P&G Corp.	 	Barbados	 	
        72.5%

        [See Note 1]
	 	Shares	 	
        Gran Tierra Colombia Inc.

         

	Petrolatina Energy  Limited	 	United Kingdom	 	100%	 	Shares	 	Gran Tierra Energy International Holdings Ltd.
	Petrolatina Energy PLC Sucursal Colombia	 	Colombia Branch	 	100%	 	Shares	 	Petrolatina (CA) Limited (organized in the United Kingdom)
	Petrolatina (CA) Limited	 	United Kingdom	 	100%	 	Shares	 	Petrolatina Energy  Limited
	Taghmen Argentina Limited	 	United Kingdom	 	100%	 	Shares	 	Petrolatina Energy  Limited
	R.L. Petroleum Corp.	 	Panama	 	100%	 	Shares	 	Petrolatina (CA) Limited 
	R.L. Petroleum Corp. Sucursal Colombia S.A.	 	Colombia Branch	 	100%	 	Shares	 	
        R.L. Petroleum Corp.

        (organized in Panama)

	North Riding Inc.	 	Panama	 	100%	 	Shares	 	Petrolatina (CA) Limited 


 




    	 	Schedule 7.13 – Page 4	 



     


    


 


	Subsidiary	 	Jurisdiction of 

Organization	 	Percentage of 

Equity Interests

Owned	 	Nature of 

Ownership	 	Owner
	North Riding Sucursal Colombia	 	Colombia Branch	 	100%	 	Shares	 	
        North Riding Inc.

        (organized in Panama)

	Taghmen Colombia S.L.	 	Spain	 	100%	 	Shares	 	Petrolatina (CA) Limited 
	Petroleos Del Norte S.A. 	 	Colombia	 	
        14.21468%

        [See Note 3] 
	 	Shares	 	Taghmen Colombia S.L. 
	"	 	"	 	
        85.76621%

        [See Note 3]
	 	Shares	 	PetroLatina (CA) Limited
	"	 	"	 	
        0.15%

        [See Note 3]
	 	Shares	 	
        Petrolatina Energy Limited

         

	"	 	"	 	
        .004%

        [See Note 3]
	 	Shares	 	Taghmen Argenta Limited


 


Note 1:The remaining 27.5% is owned
by Vetra Southeast S.L. (not a member of the Gran Tierra group).


 


Note 3:PetroLatina (CA) Ltd., Taghmen
Argentina Limited and PetroLatina Energy Limited hold the shares of Petroleos Del Norte S.A. in trust for Taghmen Colombia S.L.


 




    	 	Schedule 7.13 – Page 5	 



     


    


 


SCHEDULE ‎7.18


Swap Agreements


 


None.


 




    	 	Schedule 7.18 – Page 1	 



     


    


 


SCHEDULE ‎9.03


Liens


 


None.


 




    	 	Schedule 9.03 – Page 1	 



     


    


 


SCHEDULE ‎9.05


Investments


 


Subsidiaries


 


	
Owner
	 	Subsidiary	 	Amount

(USD)	 
	Borrower (GTEIH)	 	Gran Tierra International (Peru) Holdings BV	 	 	508,478,444	 
	Borrower (GTEIH)	 	Gran Tierra Luxembourg Holdings	 	 	86,789,920	 
	Borrower (GTEIH)	 	Gran Tierra Mexico Energy	 	 	2,570,700	 



 


Loans


 


	Lender	 	Borrower	 	Amount 

Owed 
 (USD)	 
	Borrower (GTEIH)	 	Gran Tierra Energy International (Peru) Holdings BV 
	 	 	1,453,024	 
	Borrower (GTEIH)	 	Gran Tierra Energy Peru B.V	 	 	51,977	 
	Parent (GTE Nevada)	 	Gran Tierra Energy Peru S.R.L	 	 	16,946,240	 
	Parent (GTE Nevada)	 	Gran Tierra Energy Internationl (Peru) Holdings BV	 	 	4,993	 
	Parent (GTE Nevada)	 	Gran Tierra Energy Peru B.V	 	 	2,414	 
	Parent (GTE Nevada)	 	Petrolifera Petroleum Del Peru S.A.C	 	 	2,546,447	 
	Parent (GTE Nevada)	 	Gran Tierra México Energy	 	 	2,500	 
	Parent (GTE Nevada)	 	Southeast Investment Corp. Sucursal	 	 	2,737,747	 
	Gran Tierra Energy Colombia Ltd.	 	Southeast Investment Corp. Sucursal	 	 	352,651	 
	Gran Tierra Colombia Inc.	 	Southeast Investment Corp. Sucursal	 	 	1,895,464	 
	Gran Tierra Resources Limited	 	Gran Tierra Energy Peru S.R.L	 	 	350	 
	Gran Tierra Resources Limited	 	Southeast Investment Corp. Sucursal	 	 	572,307	 



 




    	 	Schedule 9.05 – Page 1	 



     


    


 


SCHEDULE ‎9.13


Transactions with Affiliates


 


Service Agreements


 


	Provider	 	Recipient	 	Date	 	Services
	Solana Resources Limited	 	Gran Tierra Energy Inc.	 	1/16/2015	 	Technical, Consulting, Administrative
	Gran Tierra Energy Canada ULC	 	Solana Resources Limited	 	1/16/2015	 	Employment Agency Agreement
	Gran Tierra Energy Inc.	 	Gran Tierra Energy Colombia, Ltd.	 	4/2/2012	 	Technical, Consulting, Administrative
	Gran Tierra Energy Inc.	 	Petrolifera Petroleum (Colombia) Limited	 	4/2/2012	 	Technical, Consulting, Administrative


 




    	 	Schedule 9.13 – Page 1	 



     


    


 


SCHEDULE ‎12.21


The Administrative Agent as Security
Trustee


 


		1.	Administrative Agent as holder of security



 


Unless expressly provided to the contrary,
the Administrative Agent holds any security created by any UK Security Instrument on trust for the Secured Parties. The perpetuity
period for such trust is 125 years.


 


		2.	Responsibility



 


The Administrative Agent is not liable
or responsible to any other Secured Party for:


 


		(a)	any failure in perfecting or protecting the security created
by such UK Security Instrument; or



 


(b)          any
other action taken or not taken by it in connection with such UK Security Instrument, unless directly caused by its gross negligence
or wilful misconduct.


 


		3.	Powers supplemental



 


The rights, powers and discretions conferred
upon the Administrative Agent by such UK Security Instrument shall be supplemental to the Trustee Act 1925 and the Trustee Act
2000 and in addition to any which may be vested in the Administrative Agent by general law or otherwise.


 


		4.	Disapplication



 


Section 1 of the Trustee Act 2000
shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by such UK Security Instrument.
Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of such UK Security
Instrument, the provisions of such UK Security Instrument shall, to the extent allowed by law, prevail and, in the case of any
inconsistency with the Trustee Act 2000, the provisions of such UK Security Instrument shall constitute a restriction or exclusion
for the purposes of that Act.


 


		5.	Title



 


The Administrative Agent may accept, without
enquiry, the title (if any) the Chargor party to such UK Security Instrument may have to any asset over which security is intended
to be created by such UK Security Instrument.


 


		6.	Possession of documents



 


The Administrative
Agent is not obliged to hold in its own possession such UK Security Instrument or any title deed or other document in connection
with any asset over which security is intended to be created by such UK Security
Instrument. Without prejudice to the above, the Administrative Agent may allow any bank providing safe custody services or any
professional adviser to the Administrative Agent to retain any of those documents in its possession.


 




    	 	Schedule 12.21 – Page 1	 



     


    


 


		7.	Investments



 


Except as otherwise provided in such UK
Security Instrument, all moneys received by the Administrative Agent under such UK Security Instrument may be invested in the name
of, or under the control of, the Administrative Agent in any investments selected by the Administrative Agent. Additionally, those
moneys may be placed on deposit in the name of, or under the control of, the Administrative Agent at any bank or institution (including
itself) and upon such terms as it may think fit.


 


		8.	Receivers’ Indemnity



 


In no circumstances shall the Administrative
Agent itself be obliged to give an indemnity to any receiver who requires an indemnity as a condition of appointment.


 


		9.	Tax



 


The Administrative Agent shall have
no responsibility whatsoever to any Secured Party as regards any deficiency which might arise because the Administrative Agent
is subject to any tax or withholding from any payment made by it under such UK Security Instrument.


 




    	 	Schedule 12.21 – Page 2