EXHIBIT 10.47


 


Execution Version

















 


THIRD AMENDMENT


 


TO


 


CREDIT AGREEMENT


 


dated as of


 


January 20, 2011


 


among







SOLANA RESOURCES LIMITED,


as Borrower,







GRAN TIERRA ENERGY INC.,







BNP PARIBAS,


as Administrative Agent and Global Coordinator,







and


 


The Lenders Party Hereto


 












  





  


 





  








THIRD AMENDMENT TO CREDIT AGREEMENT







THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of January 20, 2011, is among SOLANA RESOURCES LIMITED, a corporation duly formed and existing under the laws of the Province of Alberta, Canada (the “Borrower”); GRAN TIERRA ENERGY INC., a corporation formed and existing under the laws of the State of Nevada (the
“Parent”); BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and as global coordinator; and the undersigned Lenders.


 


R E C I T A L S


 


A.           The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of July 30, 2010, as amended by that certain First Amendment to Credit Agreement dated as of August 31, 2010 and further amended by that certain Second Amendment to Credit Agreement dated as of November 5, 2010 among the Borrower, the Parent, the Administrative Agent and the Lenders party thereto (the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.


 


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


 


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


 


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


 


Section 2.             Amendment to Section 1.02.  The definition of “Eligible Buyers” is hereby amended and restated in its entirety to read as follows:


 


“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, and (f) any additional Persons that have been approved in writing by the Administrative Agent and the Majority Lenders, acting reasonably, at the time of the purchase of crude oil or other Hydrocarbons by such Person from any Credit Party; provided 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).






  





  











  








Section 3.             Amendment of Schedule 1.02(c).  Schedule 1.02(c) is hereby amended and restated in its entirety to read as set forth on Schedule 1.02(c) attached hereto.


 


Section 4.            Conditions Precedent.  This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Effective Date”):


 


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


 


4.2           The Administrative Agent shall have received a copy, certified by a Responsible Officer as true and complete of (a) each amendment dated December 29, 2010 to the Offtake Agreements listed as items 1 through 4 on Schedule 1.02(c) attached hereto and (b) the Offtake Agreements listed as items 6 and 7 on Schedule 1.02(c) attached hereto, in each case, in form and substance satisfactory to the Administrative Agent.


 


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


 


Section 5.             Miscellaneous.


 


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


 


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


 


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


 


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


 


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






  





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


 


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













	
BORROWER:

	
SOLANA RESOURCES LIMITED


	 	 	 
	 	 	 
	  	
By:

	/s/ Martin H. Eden
	  	
Name:

	Martin H. Eden
	  	
Title:

	Chief Financial Officer
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	
PARENT:

	
GRAN TIERRA ENERGY INC.


	 	 	 
	 	 	 
	  	
By:

	/s/ Martin H. Eden
	  	
Name:

	Martin H. Eden
	  	
Title:

	Chief Financial Officer











 


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Third Amendment to Credit Agreement



  





  











  
















	
ADMINISTRATIVE AGENT:

	
BNP PARIBAS,


	  	
as Administrative Agent and a Lender


	  	  	  
	  	  	  
	  	
By:

	/s/ Juan Carlos Sandoval
	  	
Name:

	Juan Carlos Sandoval
	  	
Title:

	Vice President
	  	  	  
	  	  	  
	  	
By:

	/s/ Courtney Kubesch
	  	
Name:

	Courtney Kubesch
	  	
Title:

	Vice President











 


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Third Amendment to Credit Agreement



  





  











  








 




RATIFICATION AND AFFIRMATION







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













	  	
Executed as a DEED by:


	  	
SOLANA PETROLEUM EXPLORATION


	  	
(COLUMBIA) LIMITED


	  	  	  
	  	  	  
	  	
By:

	/s/ Julian Garcia
	  	
Name:

	Julian Garcia
	  	
Title:

	Director
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	
GRAN TIERRA EXCHANGECO INC.


	  	  	  
	  	  	  
	  	
By:

	/s/ Martin H. Eden
	  	
Name:

	Martin H. Eden
	  	
Title:

	Chief Financial Officer
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	
Executed as a DEED by:


	  	
GRAN TIERRA ENERGY INTERNATIONAL


	  	
HOLDINGS LTD.


	  	  	  
	  	  	  
	  	
By:

	/s/ Julian Garcia
	  	
Name:

	Julian Garcia
	  	
Title:

	Director















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Third Amendment to Credit Agreement



  





  











  














	  	
GRAN TIERRA ENERGY CAYMAN


	  	
ISLANDS INC.


	  	  	  
	  	  	  
	  	
By:

	/s/ Julian Garcia
	  	
Name:

	Julian Garcia
	  	
Title:

	Director
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	
ARGOSY ENERGY, LLC


	  	  	  
	  	  	  
	  	
By:

	/s/ Julian Garcia
	  	
Name:

	Julian Garcia
	  	
Title:

	Manager
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	
GRAN TIERRA ENERGY COLOMBIA, LTD.


	  	
By: Argosy Energy, LLC, the general partner of


	  	
       Gran Tierra Energy Colombia, Ltd.


	  	  	  
	  	  	  
	  	
By:

	/s/ Julian Garcia
	  	
Name:

	Julian Garcia
	  	
Title:

	Manager















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Schedule 1.02(c)


 


Offtake Agreements


 


 


1)  Agreement with offer to purchase crude from Santana and Guayuyaco, between Gran Tierra Energy Colombia, Ltd. and Ecopetrol S.A., signed December 18, 2009 effective December 19, 2009, expiring June 30, 2011, as amended on December 29, 2010.


 


2)  Agreement with offer to purchase crude from Chaza, between Gran Tierra Energy Colombia, Ltd. and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011,as amended on December 29, 2010.


 


3)  Agreement with offer to purchase crude from Guayuyaco, between Solana Petroleum Exploration (Colombia) Limited and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011, as amended on December 29, 2010.


 


4)  Agreement with offer to purchase crude from Chaza, between Solana Petroleum Exploration (Colombia) Limited and Ecopetrol S.A., signed December 18, 2009, effective January 1, 2010 expiring June 30, 2011, as amended on December 29, 2010.


 


5)  Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract, between Petrobras Internacional Braspetro B.V. and Gran Tierra Energy Colombia, Ltd., effective October 1, 2010, expiring October 1, 2011.


 


6) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P contract, between Petrobras Internacional Braspetro B.V  and Solana Petroleum, Exploration (Colombia) Limited, dated December 29, 2010 and effective January 14, 2011 (it being understood that such agreement shall become effective on or after the date thereof) expiring 1 August, 2011.


 


7) Agreement for the Purchase and Sale of Crude Petroleum under the Garibay E&P contract, between Petrobras Colombia Limited and Solana Petroleum, Exploration (Colombia) Limited, dated December 29, 2010 and effective January 14, 2011 (it being understood that such agreement shall become effective on or after the date thereof) expiring 1 August, 2011.






 


Schedule 1.02(c)