Deed of Amendment and Restatement to Credit Agreement dated

(1)GRAN TIERRA ENERGY COLOMBIA GMBH, registered as a limited liability company under the laws of the Switzerland, with its registered office at Pilatusstrasse 41, 6003 Lucerne, Switzerland;

(2)GRAN TIERRA OPERATIONS COLOMBIA GMBH, registered as a limited liability company under the laws of the Switzerland, with its registered office at Pilatusstrasse 41, 6003 Lucerne, Switzerland,

each a "Borrower", and together the "Borrowers";

(3)GRAN TIERRA ENERGY INC., a company incorporated under the laws of the State of Delaware with its registered office at 500 Centre Street SE Calgary Alberta Canada T2G 1A6 (the "Guarantor"); and

(4)TRAFIGURA PTE LTD a company incorporated under the laws of Singapore, having its offices at 10 Collyer Quay #29-01/05, Ocean Financial Centre, Singapore 049315, Singapore (the "Lender"),

and any of the Borrowers, the Guarantor and the Lender, a "Party", and, together, the "Parties".

(A)The Lender made available to the Borrower loans in an amount of up to $150,000,000 pursuant to the Original Facility Agreement (as defined below).

(B)The parties to the Original Facility Agreement now wish to amend and restate the Original Facility Agreement to reflect certain amendments, including the extension of the Availability Period and reduction of the Initial Commitment (each as defined in the Original Facility Agreement).

In this Deed:

"Amended and Restated Facility Agreement" means the Original Facility Agreement as amended and restated by this Deed.

"Guarantee" means the guarantee and indemnity expressed to be created pursuant to clause 13 (Guarantee) of the Original Facility Agreement.

"Original Facility Agreement" means the facility agreement dated 18 August 2022 as amended and restated pursuant to an amendment and restatement agreement dated 20 February 2023 between, the Lender, the Guarantor and the Borrowers.

Unless defined in this Deed, or the context otherwise requires, a term defined in the Amended and Restated Facility Agreement, has the same meaning in this Deed, or any notice given under or in connection with this Deed.

The rules of interpretation contained in clause 1.2 (Interpretation) of the Original Facility Agreement shall apply to the construction of this Deed, or in any notice given under or in connection with this Deed, mutatis mutandis.

The utilisation of the first Loan under the Amended and Restated Facility Agreement is subject to the Lender receiving, in form and substance satisfactory to it in its absolute discretion, all of the documents and other evidence referred to in Schedule 2 (Conditions Precedent) of this Deed, which are for the sole benefit of the Lender, and may be waived by the Lender, in whole or in part, prior to any Utilisation Date without prejudice to the right of the Lender to require satisfaction of such waived condition as a condition subsequent (to be agreed in writing by the Lender on terms acceptable to the Lender at the time of such waiver).

(a)The Parties agree that with effect on and from the date of this Deed the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 1 (Amended and Restated Facility Agreement).

Each Borrower confirms that its obligations under the Finance Documents are continuing obligations and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

The Guarantor confirms for the benefit of the Lender that with effect on and from the date of this Deed:

(b)its Guarantee extends to and continues to guarantee and indemnify the obligations of the Borrowers under the Finance Documents as amended and restated by this Deed and remains in full force and effect in accordance with its terms as so extended; and

Each Borrower confirms for the benefit of the Lender that with effect on and from the date of this Deed that any Security created by it under the Finance Documents:

The Repeating Representations:

In each case, each Repeating Representation is made by reference to the circumstances existing at the date of this Deed and on any other date on which such representations are deemed to repeat.

Each Borrower shall at the request of the Lender execute and deliver all documents and instruments and take all other actions as may be required or desirable for the purpose of giving full effect to this Deed and the transactions contemplated in this Deed.

Any term of this Deed may be amended or waived only:

(a)No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Deed, shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Deed nor of such provision under the laws of any other jurisdiction shall in any way be affected or impaired.

This Deed shall be binding upon each of the Parties to this Deed and their respective successors in title and shall remain for the benefit of each of the Parties to this Deed and their respective successors, assignees and transferees notwithstanding any change in the constitution of any Party or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by any other person, or any reconstruction or reorganization of any kind.

Except for the Lender's creditors or financiers to whom the rights of the Lender under this Deed may be assigned:

(a)Any dispute arising out of or in connection with this Deed, including any question regarding its existence, validity or termination or any non-contractual obligation arising out of or in connection with this Deed (a "Dispute"), shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (the LCIA Rules), which rules are deemed to be incorporated by reference into this Clause.

(b)The number of arbitrators shall be three (3), Lender shall appoint one (1) arbitrator and the Borrowers shall (collectively) appoint one (1) arbitrator. The two (2) arbitrators nominated by or on behalf of Borrowers and Lender together shall provide a list identifying five (5) candidates that the two (2) arbitrators recommend Borrowers and Lender consider appointing to be the third arbitrator, who shall act as chairperson of the tribunal. If Borrowers and Lender do not agree on the third arbitrator within fourteen (14) days of receiving the list of recommendations, then the third arbitrator, who shall act as chairperson, shall be appointed by the LCIA. If Borrowers or Lender fail to appoint an arbitrator within thirty (30) days of receiving notice of the appointment of an arbitrator by the other Party, such arbitrator shall be appointed by the LCIA Court.

(a)Notwithstanding the provisions of Clause 14.1, either Party may commence and pursue proceedings for interim or conservatory relief against the other Party in any court in any jurisdiction and the commencement and pursuit of such proceedings in any one court or jurisdiction shall not preclude the other Party from commencing or pursuing proceedings in any other court or jurisdiction (whether concurrently or not) if and to the extent permitted by the applicable law.

(b)The Parties warrant that they have entered into this contract in a commercial capacity and that with respect to this Deed they are respectively in all respects subject to civil and commercial law.

(c)The Parties hereby consent generally in respect of legal proceedings and/or arbitration arising out of or in connection with this contract to the giving of any relief, or to the issue of any process in connection with such action or proceedings irrespective of the jurisdiction in question.

To the extent that a Borrower or Lender may be entitled in any jurisdiction to claim for itself or any of its property or assets immunity in respect of its obligations this Deed from service of process, jurisdiction, suit, judgment, execution, attachment (whether before judgment, in aid of execution or otherwise) or legal process or to the extent that in any jurisdiction there may be attributed to it all or any of its property or assets immunity of that kind (whether or not claimed), the Borrowers and the Lender irrevocably agree not to claim and irrevocably waive that immunity.

THIS AGREEMENT is made on 18 August 2022 as amended and restated on 20 February 2023 and as further amended and restated on the date of the Second Amendment and Restatement Agreement.

(1)GRAN TIERRA ENERGY COLOMBIA GMBH, registered as a limited liability company under the laws of the Switzerland, with its registered office at Pilatusstrasse 41, 6003 Lucerne, Switzerland (previously named Gran Tierra Energy Colombia, LLC) ("GTEC");

(2)GRAN TIERRA OPERATIONS COLOMBIA GMBH, registered as a limited liability company under the laws of the Switzerland, with its registered office at Pilatusstrasse 41, 6003 Lucerne, Switzerland (previously named Gran Tierra Colombia Inc.) ("GTOC"),

(3)GRAN TIERRA ENERGY INC., a company incorporated under the laws of the State of Delaware with its registered office at 500 Centre Street SE Calgary Alberta Canada T2G 1A6 (the "Guarantor"); and

(4)TRAFIGURA PTE LTD a company incorporated under the laws of Singapore, having its offices at 10 Collyer Quay #29-01/05, Ocean Financial Centre, Singapore 049315, Singapore (the "Lender"),

(A)The Sellers are engaged (inter alia) in the exploration and production of crude oil and the Buyers and the Sellers have entered or will enter into the Commercial Contracts whereby the Sellers have agreed on a joint and several basis to sell and deliver Commodity to the Buyers in such quantities and of such quality and for the price and on other terms and conditions set out in the relevant Commercial Contract.

(B)The Lender has agreed to make available to the Borrowers a term loan facility in an amount of up to $100,000,000 in the manner set out in this Agreement.

(C)Subject to the terms of this Agreement, the Parties agree that the repayment of the term loan facility and all other amounts owed by the Borrowers to the Lender under this Agreement shall be made by way of deductions of the price payable by the Buyers to the Sellers for the Commodities to be delivered under the Commercial Contracts.

(i)a "Seller", a "Borrower", the "Guarantor", the "Lender" and a "Buyer" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)a document in "agreed form" is a document which is previously agreed in writing by the Lender;

(iii)"assets" includes present and future properties, revenues and rights of every description and includes uncalled capital;

(iv)the Lender's "cost of funds" in relation to a Loan is a reference to the average cost (determined either on an actual or a notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan.

(v)"certified copy" means, in relation to a document, a copy of that document bearing the endorsement "certified true copy" and which has been signed and dated by a duly authorised signatory of the relevant company and which complies with that endorsement, or a notarised copy of that document;

(vi)"Commodity" shall, as appropriate be construed as a reference to the whole Commodity or any one or more Commodities that form part of that Commodity;

(viii)"Agreement", "Commercial Contract", "Transaction Document" or a "Security Document" or any other agreement or instrument is a reference to that Commercial Contract, Transaction Document or Security Document, or other agreement or instrument as amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of the Borrowers (or any of them) or provides for further advances);

(ix)"guarantee" means (other than in Clause 13 (Guarantee)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or

indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation (including any indemnity) is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(x)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(xi)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xii)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law being one which companies operating in the same industry and jurisdiction of the applicable Obligor also customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xiii)a provision of law is a reference to that provision as amended or re-enacted; the singular includes the plural and vice versa; and

(b)Section, Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Agreement.

(c)References to Clauses, paragraphs and Schedules are references to Clauses, paragraphs and Schedules of this Agreement unless otherwise stated and references to this Agreement include its Schedules.

(d)Unless a contrary indication appears, a term used in any other Transaction Document or in any notice given under or in connection with any Transaction Document has the same meaning in that Transaction Document or notice as in this Agreement.

(e)A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived in writing and an Event of Default is "continuing" if it has not been waived in writing or remedied to the satisfaction of the Lender and written notification of such remedy has been provided by an Obligor to the Lender (as long as no action has been taken by the Lender in accordance with clause 18.20 (Rights) at the time of receipt by the Lender of such written notification).

(f)A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Notwithstanding any other provision of this Agreement, the obligations of the Borrowers under this Agreement are joint and several. Each Borrower will continue to be bound by the Transaction Documents to which it is party even if any one or more of the persons which was or were intended to sign or be bound by this Agreement does not do so or is not bound and even if this Agreement may be determined or become invalid or unenforceable against any one or more of those persons, whether or not the deficiency is known to the Lender or any other person. At any time after any Borrower has failed to pay on or before its due date an amount due from it under any Transaction Document, the Lender is entitled to treat any or all of the accounts of any or all of the Borrowers as if they were one account for the purposes of set-off. The Lender may release any Borrower from this Agreement and compound with or otherwise vary or agree to vary the liability of, or to grant time or

indulgence to or make other arrangements with any one or more of them or any other person without prejudicing or affecting the Lender's rights against the other Borrowers.

(a)Each Obligor by its execution of this Agreement irrevocably appoints GTEC (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Transaction Documents and irrevocably authorises:

(i)GTEC on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any other agreement or deed, to make such agreements and to effect the relevant amendments, supplements and variations in each case, however fundamental, capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)the Lender to give any notice, demand or other communication to that Obligor pursuant to the Transaction Documents to GTEC,

and in each case each Obligor shall be bound as though that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, deed, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by GTEC or given to GTEC under any Transaction Document on behalf of another Obligor or in connection with any Transaction Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Transaction Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of GTEC and any other Obligor, those of GTEC shall prevail.

(a)Subject to paragraph (b) below and the other terms of this Agreement, the Lender makes available to the Borrowers the Loans in an aggregate amount not exceeding the Initial Commitment up to and including the end of the Availability Period.

(b)Upon mutual agreement of the Lender and the Borrowers, the Lender may make available to the Borrowers additional Loans to be utilised under this Agreement of an aggregate amount not exceeding US$50,000,000 (the "Additional Loan"), subject to the Lender and Borrowers entering into amendments and modifications to the Transaction Documents on terms and conditions acceptable to the Lender.

4.1The utilisation of the first Loan under this Agreement is subject to the Lender receiving, in form and substance satisfactory to it in its absolute discretion, all of the documents and other evidence referred to in Schedule 1 (Conditions Precedent) to this Agreement and schedule 2 (Conditions Precedent) of the First Amendment and Restatement Agreement and schedule 2 (Conditions Precedent) of the Second Amendment and Restatement Agreement, which are for the sole benefit of the Lender, and may be waived by the Lender, in whole or in part, prior to any Utilisation Date without prejudice to the right of the Lender to require satisfaction of such waived condition as a condition subsequent (to be agreed in writing by the Lender on terms acceptable to the Lender at the time of such waiver).

4.2Prior to the date of the Second Amendment and Restatement Agreement, the Lender confirmed to the Borrower that it has received, in form and substance satisfactory to it, all of the documents and other evidence referred to in Schedule 1 (Conditions Precedent) to this Agreement and schedule 2 (Conditions Precedent) to the First Amendment and Restatement Agreement.

(a)A Borrower may request a Loan by delivery to the Lender of a duly completed Utilisation Request not later than 11 a.m. (London Time) ten (10) Business Days (or such shorter period as the relevant Borrower and the Lender may agree) before the proposed Utilisation Date.

(a)A Utilisation Request shall be irrevocable and shall not be regarded as having been duly completed unless the proposed Utilisation Date is a Business Day within the Availability Period.

(a)On or prior to each Repayment Instalment Longstop Date, the Borrowers agree that the Repayment Instalment and all other amounts due and payable by them under this Agreement in respect of the preceding Repayment Date shall be repaid in accordance with this Clause.

(b)At least two (2) Lender Business Days prior to each Repayment Date, the Lender shall issue a Repayment Instalment Notice to the Borrowers confirming the amount of the Repayment Instalment and any other amounts due from the Borrowers to the Lender on that Repayment Date (including unpaid fees, costs, claims and expenses of the Lender and/or accrued interest in accordance with Clause 8.2 (Payment of Interest)) and payable by the Borrowers on or before the following Repayment Instalment Longstop Date.

(c)At the same time as the Lender issues a Repayment Instalment Notice pursuant to Clause 6.1(b) above, or if later, on the Repayment Date, the Lender shall issue Release Instructions to the Escrow Agent, directing it to disburse all or a portion of the Escrow Property from the Escrow Accounts (or any one of them) to the Lender, with the amounts so released being equal to the amounts notified by the Lender to the Borrowers in the Repayment Instalment Notice. If such Release Instructions are not provided by the Lender within three (3) Lender Business Days of the Repayment Date the Borrowers may issue a Release Instruction specifying the amounts to be distributed.

(d)If on the date the Lender issues a Release Instruction to the Escrow Agent in accordance with Clause 6.1(c) there is insufficient Escrow Property in the Escrow Account to release the amount set out in Repayment Instalment Notice, the Lender shall be entitled to issue subsequent Release Instructions to the Escrow Agent until the amount set out in the Repayment Instalment Notice has been disbursed to it.

(e)In each Repayment Period, the Borrowers shall be permitted to issue Release Instructions to the Escrow Agent directing it to disburse Escrow Property from the Escrow Account to the relevant Seller Account:

(ii)following the disbursement to the Lender of the Escrow Property in an amount equal to the amount specified in the Repayment Instalment Notice in accordance with the instructions provided pursuant to paragraph (c) and (if applicable) paragraph (d).

(f)Notwithstanding paragraph (e) above, the Borrowers shall not (other than as permitted by section 6 (Dispute Resolution) of the Escrow Agreement) deliver a Release Instruction to the Escrow Agent:

(g)Notwithstanding paragraphs (a) to (f) above, the Borrowers shall ensure that the Outstanding Amount shall be repaid by the Borrowers in full prior to the Final Maturity Date.

(h)If any amounts which are due on a Repayment Date have not been paid on or before the following Repayment Instalment Longstop Date, the Borrowers shall make a cash payment equal to the outstanding amount to the Lender (directly to the Trafigura Account) on the Repayment Instalment Longstop Date, provided that the Lender may (in consultation with the Borrower), in its sole and absolute discretion:

(i)agree, upon request by the Borrower, that a Buyer may take delivery of such additional volumes of the Commodities under the relevant Commercial Contract as the Lender may elect, to cover the full value of the Outstanding Amount;

(ii)agree, that the Borrowers may apply the invoice (or invoices) nominated by the Lender and issued under the Commercial Contracts in the immediately succeeding Repayment Period, to reduce the outstanding amount by making additional Escrow Transfers until the outstanding amount is repaid in full.

(i)Without prejudice to Clauses 6.1(a) to (c), an Escrow Transfer made in accordance with Clauses 6.1(b) to (c) shall be applied in the following order:

(i)first, against unpaid fees, costs, claims, and expenses of the Lender in connection with the Transaction Documents;

(ii)second, against interest, and accumulated arrears of interest, if any;

(iii)thirdly, towards repayment of that remaining portion of the applicable Repayment Instalment not repaid under paragraphs (i) and (ii) above in full;

(iv)lastly, towards repayment of any other sum due but unpaid by the Borrowers to the Lender under the Transaction Documents.

(j)It is acknowledged and agreed by the Borrowers that the occurrence of a Force Majeure shall not in any way limit the obligations of the Borrowers under this Agreement in relation to the repayment of any Repayment Instalment payable under Clause 6 and /or payment of any other amounts payable by the Borrowers under this Agreement.

In the event that a Borrower prepays a Loan in accordance with Clause 7.4 (Voluntary Prepayment), the outstanding amount of such Loan shall be contemporaneously reduced by the amount of such prepayment, and the Repayment Instalments for such Loan then calculated shall be reduced on a pro-rata basis.

Notwithstanding anything contained in this Agreement, if the Outstanding Amount remains payable to the Lender on the Final Maturity Date, the Borrowers shall pay to the Lender in cash for value all such amounts on the Final Maturity Date.

(a)If, at any time, it becomes unlawful (including as a result of, or non-compliance with or breach of, any Sanctions applicable to or becoming applicable to Borrowers and/or their Affiliates) in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement, for the Buyers to perform any of its obligations as contemplated by the Commercial Contracts or for the Lender to fund, issue or maintain the Loans, or this Agreement or either of the Commercial Contracts becomes unenforceable or invalid then, upon the Lender notifying a Borrower in writing:

(i)the Commitment of the Lender and the Available Facility shall be immediately cancelled; and

(ii)the Borrowers shall repay or pay the Outstanding Amount on the next Repayment Instalment Longstop Date or, if earlier, on the date specified by the Lender in the notice delivered pursuant to paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by law).

Notwithstanding the aforementioned, the Lender (in consultation with the Borrower) may, in its sole and absolute discretion, agree, upon request by the Borrower, that a Buyer may take delivery of such additional volumes of the Commodities under the relevant Commercial Contract as the Lender may elect, to cover the full value of the Outstanding Amount with a payment mechanic applied equivalent to the mechanism in Clause 6.1.

(b)The Parties agree that if the illegality for the Lender to perform its obligations by this Agreement or to fund, issue or maintain the Loans does not relate to any act or omission from any Borrower and or its Affiliates, the Lender shall take all reasonable steps pre-agreed with the Borrower in order to mitigate the circumstances resulting in such illegality through itself or via a third party in order to attempt to maintain the Agreement in full force and effect.

(i)Clause 7.1(b) above does not in any way limit the obligations of the Obligors under the Transaction Documents;

(ii)the Obligors shall promptly indemnify the Lender for all costs and expenses reasonably incurred by it as a result of steps taken by it under Clause 7.1(b);

(iii)the Lender shall not be obliged to take any steps under Clause 7.1(b) if, in its reasonable opinion, to do so might be prejudicial to it; and

(iv)notwithstanding any such cancellation of Commitment referenced in Clause 7.1(a)(i) to (iii), each Commercial Contract shall remain in full force and effect up to its termination date (as such date is determined under the relevant Commercial Contract).

(i)a Force Majeure event is claimed by a Seller in accordance with the Commercial Contracts;

(ii)such Force Majeure event relates to 25% or more (by value) of forecast production (as set out in the most recently agreed Financial Model); and

(iii)the consequences of such Force Majeure event are continuing for sixty (60) calendar days (or such longer period as the Lender may agree) then, upon the Lender notifying either Borrower in writing,

(b)Notwithstanding the aforementioned, the Lender (in consultation with the Borrower) may, in its sole and absolute discretion, agree, upon request by the Borrower, that a Buyer may take delivery of such additional volumes of the Commodities under the relevant Commercial Contract as the Lender may elect, to cover the full value of the Outstanding Amount with a payment mechanic applied equivalent to the mechanism in Clause 6.1.

(ii)change of operator in respect of a Material Field (other than a transfer to a member of the Group) without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed if the new operator accepts the terms of the relevant Commercial Contract); or

(iii)disposal by a Seller of any interest(s) in a Field without the prior written consent of the Lender (other than a transfer to a member of the Group),

(b)to the extent not prohibited from doing so by the terms of any contractual provisions relating to the relevant Change and/or by law or regulation, the Borrowers shall promptly (and, in any event, within two (2) Business Days of its occurrence) notify the Lender of details of any new controlling person in relation to the Guarantor or operator or owner in respect of the Fields;

(c)after becoming aware of a Change (whether pursuant to a notice in paragraph (b) above or otherwise), the Lender may request such information and access to persons as it reasonably requires from any Borrower in order to determine whether it wishes to demand a repayment of the Outstanding Amount pursuant to paragraph (d) below;

(d)within five (5) Business Days of becoming aware of a Change, if the Lender is not satisfied with the relevant Change, upon the Lender's first written demand (at its sole discretion), the Borrowers shall reimburse or pay:

(i)in the case of a Change described in sub-paragraphs 7.3(a)(i) and 7.3(a)(ii) above, the Outstanding Amount; or

(ii)in the case of a Change described in sub-paragraph 7.3(a)(iii) above, an amount equal to the equivalent percentage of the Outstanding Amount as the percentage

in each case, in cash within five (5) Business Days of such demand; and

(e)notwithstanding the aforementioned, the Lender (in consultation with the Borrowers) may, in its sole and absolute discretion, agree, upon request by the Borrower, that a Buyer may take delivery of such additional volumes of the Commodities under the relevant Commercial Contract as the Lender may elect, to cover the full value of the Outstanding Amount with a payment mechanic applied equivalent to the mechanism in Clause 6.1.

The Borrowers may, if they give the Lender not less than five Business Days' (or such shorter period as the Lender may agree) prior notice, voluntarily prepay the whole or any part of the Loans (but, if in part, being in an amount which reduces the relevant Loan by at least US$5,000,000).

(a)The rate of interest on each Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)Margin; and

(ii)Compounded Reference Rate for that day,

provided that, if, for such Interest Period, the aggregate of the applicable Margin and Compounded Reference Rate is less than zero, the interest rate for such Loan for such Interest Period shall be zero.

(b)If any day during an Interest Period for a Loan is not an RFR Banking Day, the rate of interest on that Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Interest accrued on a Loan shall become due on the last day of the applicable Interest Period for that Loan and shall be payable in arrears in accordance with Clause 6.1 (Repayments and Deductions) on or prior to the next Repayment Instalment Longstop Date falling after the end of the applicable Interest Period for that Loan.

(a)If a Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount, from the due date up to the date of actual payment (both before and after judgment) at the rate which is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of

non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the relevant Borrower on demand by the Lender.

(b)Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

(a)If Swiss Withholding Tax is imposed on interest payments by an Obligor and if Clause 12.1 (Tax gross-up) is unenforceable for any reason, then:

(i)the applicable interest rate in relation to that interest payment shall be (A) the interest rate which would have applied to that interest payment as provided for in Clause 8.1 (Calculation of interest) or in other Clauses of this Agreement (if any) divided by (B) 1 minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant Tax Deduction is required to be made is for this purpose expressed as a fraction of 1); and

(ii)the relevant Obligor shall: (A) pay the interest at the adjusted rate in accordance with paragraph (i) above; (B) make the Tax Deduction on the interest so recalculated; and (C) all references to a rate of interest under the Agreement shall be construed accordingly and all provisions in Clause 12 (other than Clause 12.1 (Tax gross-up)) shall apply to the Tax Deduction on the recalculated interest payment.

(b)To the extent that interest payable by an Obligor under this Agreement becomes subject to Swiss Withholding Tax, all Parties shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary for the relevant Obligor to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to allow the Parties to prepare claims for the refund of any Swiss Withholding Tax so deducted.

(c)Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period,

the "Interest Period".

(a)there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non- Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Loan; and

(b)"Cost of funds will apply as a fallback" is specified in the Reference Rate Terms, Clause 9.5 (Cost of funds) shall apply to that Loan for that Interest Period.

(b)the Lender determines that its cost of funds relating to that Loan would be in excess of that Market Disruption Rate,

(a)If this Clause 9.5 applies to a Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply that Loan for that Interest Period and the rate of interest on that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(b)If this Clause 9.5 applies and either Party so requires, the Parties shall enter into negotiations (for a period of not more than ten (10) days) with a view to agreeing a substitute basis for determining the rate of interest.

The Borrowers may not deliver a Utilisation Request in respect of any amount which has been repaid or prepaid in accordance with the terms of this Agreement.

The Borrowers shall not reimburse or prepay all or any part of a Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

If all or part of a Loan is repaid or prepaid, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 10.3 shall reduce the Maximum Commitment.

Notwithstanding that all Outstanding Loans are repaid pursuant to Clause 6 or prepaid pursuant to Clause 7, each Commercial Contract shall remain in full force and effect up to its termination date, as determined in accordance with its terms.

(b)The Commitment Fee shall accrue on and from the date that the Lender confirms to the Borrowers that the conditions precedent referred to in schedule 2 (Conditions Precedent) of the First Amendment and Restatement Agreement have been satisfied or waived in accordance with Clause 4.1 (Conditions Precedent) and is payable on:

(ii)the last day of the Availability Period; and

The Borrowers shall pay to the Lender any arrangement or other fee in the amount and at the times agreed by a Borrower and the Lender in any separate fee letter or agreement.

The Borrowers shall promptly on demand pay the Lender the amount of all reasonable costs and expenses (including legal fees and costs) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of the Security, this Agreement and any other Transaction Document subject to an aggregate maximum of US$100,000.

The Borrowers shall, within five (5) Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Transaction Document and any proceedings instituted by or against the Lender as a consequence of enforcing these rights.

(b)If a Tax deduction is required by law to be made by an Obligor, the amount of the payment due from an Obligor shall be increased to an amount which (after making any Tax deduction) leaves an amount equal to the payment which would have been due if no Tax deduction had been required.

(a)Without prejudice to Clause 12.1, if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received under or in connection with the Transaction Documents, the Obligors shall indemnify the Lender for any loss or liability or cost it has suffered (directly or indirectly by the Lender) as a result of such payment or liability.

The Borrowers shall pay within five (5) Business Days of demand and indemnify the Lender against any cost, loss or liability that the Lender incurs in relation to all stamp duty, registration and other similar Taxes (including any indirect Taxes) payable in Colombia in respect of the Transaction Documents.

All consideration expressed to be payable under this Agreement to the Lender shall be deemed to be exclusive of any VAT (or any similar tax). If VAT (or any similar tax) is chargeable on any supply made by the Lender to the Borrowers in connection with this Agreement, the Borrowers shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (or similar tax).

(a)If any sum due from an Obligor under the Transaction Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)making or filing a claim or proof against such Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the Lender at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Transaction Documents in a currency or currency unit other than that in which it is expressed to be payable.

(a)The Borrowers shall within five (5) Business Days of demand, indemnify the Lender against costs, losses or liabilities incurred by it as a result of:

(i)the occurrence of any Event of Default; and/or

(ii)a failure by an Obligor to pay any amount or make any delivery under the Transaction Documents on the due date (including performance under the Commercial Contracts).

The Borrowers shall promptly indemnify the Lender or its Affiliates and each officer or employee of the Lender or its Affiliates against any cost, loss or liability incurred by it (them) in connection with, or arising out of, the enforcement or exercise or preservation of any right of the Lender under the Transaction Documents. Any Affiliate or any officer or employee of the Lender may rely on this Clause 12.6.

(b)In the event a Borrower has presented a Utilisation Request but fails to utilise the Loan set forth in that request (as a result of its failure to satisfy any condition precedent set out in

Schedule 1 (Conditions Precedent) or by reason of the operation of any other provision of this Agreement) on or before the end of the relevant Availability Period, it shall promptly indemnify the Lender any and all costs (including legal costs), losses or liability incurred by the Lender in connection with the Transaction Documents, as a result of such failure to utilise.

(i)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(ii)the Lender has obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Guarantor irrevocably and unconditionally:

Business Days of demand pay that amount as if it was the principal obligor; and

(c)agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender within two (2) Business Days on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 13 if the amount claimed had been recoverable on the basis of a guarantee.

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Transaction Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 13 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Guarantor under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 13 (without limitation and whether or not known to it or the Lender) including:

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Transaction Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Transaction Document or any other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or any other document or security; or

Without prejudice to the generality of Clause 13.4 (Waiver of defences), the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction Documents and/or any commitment or amount made available under any of the Transaction Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 13. This waiver applies irrespective of any law or any provision of a Transaction Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

Until all amounts which may be or become payable by the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full and unless the Lender otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents or by reason of any amount being payable, or liability arising, under this Clause 13:

(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by the Lender;

(d)to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 13.1 (Guarantee and indemnity);

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Transaction Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 6.1.

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender.

Each Obligor makes the representations and warranties set out in this Clause 14 to the Lender.

Subject to the Legal Reservations:

(c)any agreement or instrument binding upon it, in a manner that has or would reasonably be expected to have a Material Adverse Effect.

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents and the transactions contemplated by those documents.

(b)No limit on its powers (including borrowing powers) will be exceeded as a result of the advancing or giving of guarantees or indemnities contemplated by the Transaction Documents.

(a)to enable it to lawfully enter into, exercise its rights and comply with its obligations in the Transaction Documents;

(b)to make the Transaction Documents admissible in evidence in their Relevant Jurisdictions; and

(c)to carry on its business in the ordinary course and in all material respects as it is being conducted,

(a)the choice of English law as the governing law of this Agreement will be recognised and enforced in its Relevant Jurisdictions; and

(b)any judgment or arbitral award obtained in relation to the Transaction Documents in the jurisdiction of the relevant governing law will be recognised and enforced in all Relevant Jurisdictions.

It is in compliance with all applicable laws and regulations where any non-compliance has or would reasonably be expected to have a Material Adverse Effect.

No:

has been taken by it or, to the best of its knowledge (after making all due and reasonable enquiries), threatened in relation to it and none of the circumstances described in Clause 18.6 applies to it.

Except for any stamp duty, filings, recordings, regulatory approvals, registrations, notarial or similar Taxes or fees to be paid on or in relation to any Transaction Document which is referred to in any legal opinion delivered to the Lender under paragraph 3 of Schedule 1 (Conditions Precedent) (including the registration of the Colombian Security Agreements with the Registry of Liens over Movable Assets (Registro de Garantías Mobiliarias)) and which will be made or paid promptly after the date of the relevant Transaction Document, under the laws of the Cayman Islands, Colombia, Switzerland and any other Relevant Jurisdiction it is not necessary that any Transaction Document be filed, recorded or enrolled with any court or other authority in any jurisdictions or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

Except for any withholding taxes on payments under this Agreement or the fee letters referred to herein, as of the date hereof, it is not required to make any deduction for or on account of Tax from any payment it may make under the Transaction Documents.

(a)No Default is continuing or is reasonably likely to result from the making of any Loan or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)No Event of Default is continuing or is reasonably likely to result from the making of any Loan or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

any Obligor (or to which its assets are subject) and which has or would reasonably be expected to have a Material Adverse Effect.

(a)Save as disclosed in writing to the Lender prior to the date of this Agreement, all material information provided to the Lender by or on behalf of the Obligors (or any of them) in connection with this Agreement, the other Transaction Documents, the Commodities and/or the Fields on or before the date of this Agreement is accurate and not misleading in any material respect and all projections provided to the Lender on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

(b)All other written information provided by an Obligor (including its advisers) to the Lender (including its advisers) was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

To the best of its knowledge, no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which would reasonably be expected to have a Material Adverse Effect have been started against it.

(a)No breach, which has or would reasonably be expected to have a Material Adverse Effect, of any law or regulation by it has occurred.

(b)No labour disputes are current or, to its best knowledge and belief, threatened against it which have or would reasonably be expected to have a Material Adverse Effect.

(a)Each Obligor is in compliance with Clause 15.3 and to best of its knowledge and belief (after making all reasonable enquiries) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or would reasonably be expected to have a Material Adverse Effect.

(b)To best of its knowledge and belief (after making all reasonable enquiries) no Environmental Claim which has or would reasonably be expected to have a Material Adverse Effect has been commenced or threatened against any Obligor.

(c)All consents, licences and approvals required under the Environmental Laws have been obtained and are currently in force where failure to do so has or would reasonably be expected to have a Material Adverse Effect.

(a)It is not overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax, in a manner which has or would reasonably be expected to have a Material Adverse Effect except to the extent such payment is being contested in good faith and adequate reserves are being maintained for those Taxes and the costs required to contest them.

(b)No claims or investigations, which have or would reasonably be expected to have a Material Adverse Effect, are being, made or conducted against it with respect to Taxes save in respect of any payment which is being contested in good faith and adequate reserves are being maintained for such Taxes and the costs required to contest them.

(c)On and from the date of the First Amendment and Restatement Agreement, the Borrowers are resident for Tax purposes only in Switzerland.

Its payment obligations under the Transaction Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

It has good and valid title to, or valid leases or licences of, and all required Authorisations to use, the assets necessary to carry on its business as presently conducted where failure to do so would reasonably be expected to have a Material Adverse Effect and there is no (i) Security or (ii) other contractual restrictions materially adverse to the Lender, which, in each case, may affect the rights and property which is the subject of any Transaction Document.

It is an entity existing at private law and does not have the benefit of state immunity under any international treaty, convention or similar instrument or any applicable law.

There is no:

(a)outstanding insured loss or liability incurred by it which is not expected to be covered to the full extent of that loss or liability and which has or would reasonably be expected to have a Material Adverse Effect; and

(b)non-disclosure, misrepresentation or breach of any term of any insurance contract to which it is party which would entitle any insurer to repudiate, rescind or cancel it or to treat it as avoided in whole or in part or otherwise decline any valid claim under it by or on behalf of it, which has or would reasonably be expected to have a Material Adverse Effect.

All factual information provided by or on behalf of it in connection with itself, each other Obligor, the Transaction Documents, the Commodities and/or the Fields was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and no information has been given or withheld that results in the information received being untrue or misleading in any material respect.

(i)is at all times in compliance with Sanctions that are applicable to it;

(ii)has not received notice of and is not aware of any claim, action, suit, proceeding or investigation against it with respect to any Sanctions; and

(iii)has implemented and maintains in effect policies and procedures reasonably designed to ensure, in relation to its business activities, compliance by such Obligor, its Subsidiaries and their respective directors, officers and employees with such Sanctions as are applicable to it in respect of each such business activity.

(b)Neither it, nor any other member of the Group or any of its or their respective directors or officers, or, to the knowledge of such Obligor, any of its employees is a Sanctioned Person.

Each Obligor warrants that:

(a)it and each of its Affiliates has implemented and maintains adequate internal procedures designed to ensure that neither it, nor its directors, officers, or employees shall authorise the receiving, giving or offering of any financial or other advantage with the intention of inducing or rewarding an individual or entity to improperly perform an activity undertaken in the course of an individual's employment or connected to an entity's business activities ("Anti-Corruption Controls"); and

(b)in connection with the performance of the Transaction Documents, it and each of its Affiliates has not paid, received or authorized, and it will not pay, receive or authorize, any financial or other advantage or the offering thereof, to or for the benefit of any public official, civil servant, political party, political party official, candidate for office, or any other public or private individual or entity (including to any Lender, its Affiliates, officers, directors and employees), where such payment, receipt or authorisation would violate the Anti-

Corruption Controls; and

(c)it and each of its Subsidiaries has instituted and maintains reasonable and relevant policies and procedures designed to promote and achieve in relation to its business activities, compliance with all anti-money-laundering laws and regulations which are applicable to it in respect of each such business activity.

(a)Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations during the relevant period.

(c)There has been no material adverse change in its assets, business or financial condition since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to Clause 17.1 (Financial statements), the most recent financial statements delivered under that Clause.

(d)Its most recent financial statements delivered pursuant to Clause 17.1 (Financial statements):

(i)have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements unless the relevant Obligor notified the Lender that there has been a material change in the Accounting Principles in accordance with Clause 17.4(b) (Requirements as to Financial Statements);

(ii)give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate; and

(iii)evidence that the Borrowers, on a consolidated basis, have freely distributable reserves, within the meaning of Swiss corporate and accounting laws, in an amount exceeding the total amount of their payment obligations under the Finance Documents.

(e)There are no indications that the level of the freely distributable reserves of the Borrowers, on a consolidated basis, shall be reduced below the total amounts of their payment obligations under the Finance Documents prior to the full settlement thereof by the Obligors.

(a)The Obligors have not incurred any Financial Indebtedness other than as permitted by this Agreement.

(b)The Borrowers are not in a position of financial over-indebtedness within the meaning of Article 725b of the Swiss Code of Obligations.

(c)There are no indications that any of the Borrowers will be in a position of financial over- indebtedness within the meaning of Article 725b of the Swiss Code of Obligations prior to the full settlement of their payment obligations under the Finance Documents.

Neither of the Commercial Contracts has been:

(a)subject to Clauses 14.28(b) and 14.28(c) below, is based on assumptions it considers to be reasonable and consistent with the assumptions used by the board of directors of the Guarantor in its investment decisions;

(b)(subject to taking due account of the terms of any hedging agreement that has been entered into in accordance with this Agreement) is based on assumptions that are consistent with the requirements of Clause 15.23 (Group Liquidity Test);

(d)fairly represents its expectations as at the date the relevant Group Liquidity Test is produced; and

(e)did not, when delivered to the Lender, omit any information which, if disclosed, would make the information included in the relevant Group Liquidity Test untrue or misleading in any material respect.

The Security granted by the Security Documents has or will have, before the first Utilisation Date, first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

(a)All the representations and warranties in this Clause 14 are made by each Obligor on the Signing Date and the Repeating Representations are repeated on the date of each Utilisation Request, on each Utilisation Date and on each Repayment Date.

(b)Each representation or warranty deemed to be made after the date of this Agreement shall, unless otherwise indicated, be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

(c)Notwithstanding paragraph (a) above, Clause 14.12(a) shall be deemed to be made on the Signing Date and on the date of the first Loan under this Agreement.

(d)Notwithstanding paragraph (a) above Clauses 14.25(d)(iii) and 14.25(e) shall be deemed to be made on each date that financial statements are delivered to the Lender in accordance with Clause 17.1.

The undertakings in this Clause 15 remain in force from the date of this Agreement for so long as any amount is outstanding under this Agreement.

Each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect and supply upon request to the Lender certified copies of any Authorisation required under any law or regulation to:

(b)ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents; and

(c)carry on its business where a failure to do so has or would reasonably be expected to have a Material Adverse Effect.

(a)Each Obligor shall, comply in all respects, with all laws and regulations to which it is subject, and to every contract such Obligor is party to, if failure so to comply has or would reasonably be expected to have a Material Adverse Effect.

(b)Each Obligor shall comply with each and every provision of the Transaction Documents to which it is a party and the Borrower shall ensure that the Sellers comply at all times with the terms of the Escrow Agreement.

(c)The Borrower shall procure that each Seller shall comply in all respects, with the applicable foreign exchange regulation in Colombia, including the obligation to report any change on the supplementary capital of the Sellers to the Colombian Central Bank.

Each Borrower shall, and shall procure that the Sellers:

(a)comply with all Environmental Laws which are necessary for that Borrower or Sellers to perform its obligations under the Transaction Documents;

(b)comply with all Environmental Laws not otherwise provided for in paragraph (a) above where failure to comply would reasonably be expected to have a Material Adverse Effect;

(c)obtain, maintain and ensure compliance with all requisite Environmental Permits required for the performance of the Borrowers' and the Sellers' obligations under the Transaction Documents;

(d)obtain, maintain and ensure compliance with all requisite Environmental Permits not otherwise provided for in paragraph (c) above, if failure to obtain, maintain or comply with such Environmental Permits would reasonably be expected to have a Material Adverse Effect; and

(e)implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

(a)Each Obligor shall procure that the Sellers comply in all material respects with each of the Material Contracts and Licenses to which it is a party, where it is commercially reasonable to do so.

(b)Each Obligor shall and shall procure that the Sellers take all reasonable and practical steps to preserve and enforce its rights (or the rights of any other member of the Group) and pursue any claims and remedies arising under any of the Material Contracts and Licenses.

(c)Each Obligor shall and shall procure that the Sellers obtain, maintain and ensure compliance with all requisite Material Contracts and Licenses required for the performance of the Obligors' and the Sellers' obligations under the Transaction Documents.

(a)any Environmental Claim which is current or pending against any member of the Group and which would reasonably be expected to have a Material Adverse Effect; and

(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim, which would reasonably be expected to have a Material Adverse Effect, being commenced or threatened against any member of the Group.

(b)adequate reserves are being maintained for those Taxes and the costs required to contest them in accordance with relevant Accounting Principles;

(d)any failure to make any such payment does not have, or is not likely to have, a Material Adverse Effect.

(a)Each Obligor shall and shall procure that the Sellers maintain in good working order and condition (ordinary wear and tear excepted) all of their assets necessary in the conduct of their business unless failure to do so would not have, or be reasonably likely to have, a Material Adverse Effect.

(b)Without the prior written consent of the Lender, the Borrowers shall procure that no Seller makes any disposal, including without limitation, a sale, lease, licence, transfer, loan or other similar transaction, of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions) save for any:

(a)Each Obligor shall ensure that at all times any claims of the Lender against it under the Transaction Documents to which it is a party will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

(b)Each Obligor shall ensure that the Security granted pursuant to or in connection with the Transaction Documents has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

(b)Upon the Lender's request, the Borrowers shall provide within five (5) Business Days reasonable details to the Lender relating to the use of any Loan.

(a)Except for the Permitted Security, no Borrower shall (and shall procure that the Sellers do not) create, or permit to exist, any Security over, or affecting, the Transaction Documents or Commodities being produced, stored, or delivered on account of the Commercial Contracts (or any part thereof).

(b)In the event of any breach of the Transaction Documents (as a result of a Seller's failure to deliver the Commodities), the Borrowers shall procure that the relevant Sellers and their Affiliates, do not enter into new supply or export contracts providing for supply of the Commodities to third parties while such breach persists.

(a)Except as permitted by paragraph (b) below, no Borrower shall enter into any transaction with any person except on arm's length terms.

(b)The payment of fees, costs and expenses payable under the Transaction Documents or agreed by the Borrowers and the Lender, and transfers or transactions between wholly- owned subsidiaries of/and the Guarantor, shall not be a breach of this Clause 15.13.

(a)The Obligors shall procure that each Seller maintains with reputable insurers such insurance in respect of its assets and business as are mandatorily required by all applicable laws and as would otherwise normally be maintained by a prudent company carrying on a business substantially similar to its business in a similar jurisdiction of that Borrower.

(b)Upon request by the Lender to a Borrower, that Borrower shall provide to the Lender with a certificate confirming that the Seller's insurance policies have been renewed, are in full force and effect and that all insurance premiums have been paid and are up to date.

Each Obligor shall at its own expense promptly do, or procure, all such acts or execute, procure the execution of, all such documents (including assignments, transfers, charges, notices, acknowledgments of notices of assignments, and instructions) which the Lender reasonably determines are required for the purpose of giving effect to the provisions of the Transaction Documents.

Each Obligor shall procure for the Lender and/or professional advisers, insurance providers, auditors, accountants and contractors of the Lender free access at all reasonable times and on reasonable notice and at the responsibility of the Borrowers to the premises and assets of each Seller and each Field for the purposes of enabling the Lender to monitor the Borrowers' or the Sellers' compliance with, and performance under, the Transaction Documents, provided that, unless a Default has occurred and is continuing, such visits do not interfere with the business operations of the Sellers and shall be requested by the Lender no more frequently than once annually.

(a)Each Obligor shall, and shall procure that each Seller shall, comply in all respects with Sanctions that are applicable to it, including in respect of each business activity.

(b)No Obligor shall, and shall procure that neither Seller shall, knowingly (having made reasonable enquiries) use (and shall ensure that no other member of the Group shall use) any Loans for the purpose of financing or making funds available to any person or entity which is a Sanctioned Person or located in a Sanctioned Country, if and to the extent such Loans or provision of funds would be prohibited by applicable Sanctions or would otherwise, to the knowledge of such Obligor, cause the Lender to be in breach of Sanctions applicable to the Lender.

(c)No Obligor shall, and shall procure no Seller shall, knowingly (having undertaken relevant verifications and made reasonable enquiries) use any funds identified as derived directly from any activity or dealing with any person or entity which is a Sanctioned Person or located in a Sanctioned Country, for the purpose of discharging amounts owing to the Lender in respect of the Transaction Documents to the extent such provision of funds would cause the Lender to be in breach of Sanctions applicable to the Lender.

Each Obligor undertakes to comply at all times with the representations it makes in Clause

14.24 (Anti-Bribery and Corruption and AML).

(a)The Borrowers shall not incur Financial Indebtedness without the prior consent of the Lender and other than as permitted under this Agreement.

(i)any Financial Indebtedness incurred under the Transaction Documents;

(ii)any Financial Indebtedness incurred between the Borrowers and/or any other member of the Group, provided that such Financial Indebtedness is subject to subordination arrangements satisfactory to the Lender;

(iii)any Financial Indebtedness incurred under any hedging agreement directly related to this agreement and that has been entered into in accordance with this Agreement;

(v)any Financial Indebtedness incurred by any Borrower on an unsecured basis provided that the principal amount of such Financial Indebtedness shall not exceed (in aggregate) US$5,000,000 (or its equivalent in one or more currencies) at any time; and

(vi)any other Financial Indebtedness that has been incurred with the prior written consent of the Lender.

(i)granted by the Borrowers in respect of the Guarantor's obligations under the 2025 Indenture, the 2027 Indenture or the New Indenture;

(iii)any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade or in relation to the operation of the Fields, including any such guarantee entered into as a condition of any of the Material Contracts and Licences;

(iv)any guarantee of Financial Indebtedness permitted under Clause 15.19 (Other Financial Indebtedness);

(v)any guarantee or indemnity given in the ordinary course of the documentation of a disposal transaction which is permitted under Clause 15.8 (Assets) or an acquisition transaction, which guarantee or indemnity is in a customary form and subject to customary limitations; and

(vi)any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

(vii)transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.

Unless otherwise expressly agreed by the Lender, the Borrowers shall not take any action that will cause a reduction in their level of freely distributable reserves, on a consolidated basis, below what is and will be necessary for the Borrowers, on a consolidated basis, to meet all of the outstanding payment obligations under the Finance Documents, including any outstanding Repayment Instalment, prior to the full settlement thereof, where failure to comply would reasonably be expected to have a Material Adverse Effect.

Each Obligor shall ensure that:

(a)it does not permit a Change of Control in respect of a Borrower to occur without the prior written consent of the Lender;

(b)each Seller shall maintain all the applicable Authorisations necessary or desirable to enable that Seller to preserve in full its production entitlement in respect of each Field;

(c)there are no material changes in the operating arrangements in respect of each Material Field from which existed at the Signing Date; and

(d)there are no changes in respect of its rights over and control of the Material Fields in relation to the production and delivery of the Commodities under the Commercial Contracts, unless otherwise approved by the Lender or not otherwise restricted by Clause 7.3 (Change of Ownership).

(a)On each date a Compliance Certificate is required to be delivered pursuant to Clause 17.2 (Provision and contents of Compliance Certificate), the relevant Obligor shall demonstrate (to the satisfaction of the Lender) that they are in compliance with the Group Liquidity Test.

(b)For the purpose of this Clause 15.23 (Group Liquidity Test), "Group Liquidity Test" means the demonstration (through the provision of a quarterly cash flow projection on a one (1) year look forward basis) that the Total Corporate Sources exceed the Total Corporate Uses by 1.15 times in each three (3) Month period in the one (1) year period covered by the quarterly cash flow projection.

(i)the pricing assumption to be applied shall be the price deck equal to ninety per cent. (90%) of the then prevailing Dated Brent forward strip (five years to flat) adjusted for the applicable differentials, commercial discounts and hedges, to the extent such hedges are entered into by the Sellers;

(ii)each Group Liquidity Test shall be certified by the chief financial officer of the Guarantor; and

(iii)each Group Liquidity Test shall be in a form similar to the Initial Group Liquidity Test (or such other form as the Lender, acting reasonably, may approve) and include the same type of information (and in the same level of detail) as that included in the Initial Group Liquidity Test.

(i)details of opening and closing cash balances;

(ii)details of working capital needs;

(iii)details of any cash held as field operator; and

Each Borrower shall:

(a)ensure that the Lender at all times holds a first priority perfected lien in all Collateral secured by each Borrower pursuant to the terms of the Security Documents;

(b)at all times: (i) maintain the Security granted by each Borrower in accordance with the Security Documents for the sole and exclusive benefit of the Lender; and (ii) perform all acts and make, execute, deliver and file all documents, including any financing statements, registration statements, continuation statements or other statements or instruments required in order to perfect the Security granted by such person, which shall be kept free and clear of all liens other than the liens granted under the Security Documents.

If required by the Lender, the Borrowers shall use reasonable endeavours to provide and procure that the Sellers provide, written acknowledgement(s) relating to the Lender's assignment of its rights under this Agreement and/or the Transaction Documents to a financing bank or other institution.

(a)On each date a Compliance Certificate is required to be delivered pursuant to Clause 17.2 (Provision and contents of Compliance Certificate), the Borrowers shall demonstrate (to the satisfaction of the Lender) that the Global Coverage Ratio is at least equal to the Minimum Global Coverage Ratio.

(b)On each date a Compliance Certificate is required to be delivered pursuant to Clause 17.2 (Provision and contents of Compliance Certificate), the Borrowers shall demonstrate (to the

(c)If at any time a Coverage Ratio is less than the relevant Minimum Coverage Ratio applicable to it (a "Coverage Ratio Shortfall Event"), the Lender shall notify the Borrowers and the Borrowers shall, at its option, either:

so as to ensure that the applicable Coverage Ratio is re-established, to the reasonable satisfaction of the Lender, no later than 15 days after the occurrence of the Coverage Ratio Shortfall Event.

(v)immediately upon being made aware of any events related to the Material Contracts and Licenses as described in Clause 18.15.

(b)Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 16.1 (Coverage Ratio Requirements) and Clause

(a)An updated Financial Model shall be prepared in accordance with this Clause 17.3 with the intention of it being adopted as of each date a Compliance Certificate is required to be delivered pursuant to Clause 17.2 (Provision and contents of Compliance Certificate).

(b)Each Financial Model submitted for approval by the Lender shall be certified by a director of the Guarantor as having been prepared in good faith, on the basis of the most recent information available to the Obligors and in line with information most recently publicly disclosed.

(c)Provided that such updated Financial Model and the most recent work program comply with the volume obligations required under the Commercial Contracts, the Lender shall agree to the revised Financial Model.

(d)Unless otherwise agreed between the Parties, the applicable discount rate in relation to the net present value under the Financial Model shall be ten per cent. (10%).

(e)In the event of a drop in oil prices, the Obligors or the Lender shall have the right to request an adjustment to the Financial Model, to reflect the updated work program (using the forward curve for ICE Brent, to be consistent with the way ratios are computed under Clause 16.1), adjusted for the most recent discounts applicable to the Sellers' production (unless otherwise agreed between the Lender and the Borrowers).

(a)The Guarantor shall procure that its financial statements include a balance sheet, profit and loss account and cash flow statement.

(i)shall be certified by a director of the Guarantor as giving a true and fair view of (in respect of audited financial statements), or fairly presenting (in other cases), the Guarantor's financial condition and operations as at the date at which those financial statements were drawn up; and

(ii)shall be prepared in accordance with the relevant Accounting Principles, accounting practices and financial reference periods consistent with those applied in the

preparation of the relevant Original Financial Statements, unless, in relation to any set of financial statements, such Obligor notifies the Lender that there has been a material change in the Accounting Principles and delivers to the Lender a description of any change necessary for those financial statements to reflect the Accounting Principles.

(c)Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(a)promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current or pending against it;

(b)promptly, such information as the Lender may require regarding any assets secured in favour of the Lender or the compliance by any Obligor with the terms of any Transaction Document;

(c)promptly upon the occurrence of a Force Majeure event in respect of the Fields or either of the Commercial Contracts or any other event which causes or is likely to cause a suspension of production of crude oil at any Field;

(d)details of any adverse change (that is material) in the terms of any insurance contract to which a Seller is party, or of any material claim under any such insurance; and

(e)promptly on request, such further information regarding the financial condition, assets and operations of the Borrowers (including any requested amplification or explanation of any item in the financial statements, budgets or other materials provided by the Borrowers, any changes to senior management and an up to date copy of its shareholders' register (or equivalent in its jurisdiction of incorporation)) as the Lender may reasonably request.

(a)Each Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)Promptly upon a request by the Lender, the Borrowers shall supply to the Lender a certificate signed by the director or the directors, as the case may be, on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

The Borrowers shall promptly provide to the Lender all such reports and all such information relating to the Transaction Documents and business, financial conditions of each Obligor as the Lender may reasonably request.

Each of the events or circumstances set out in this Clause 18 is an Event of Default (save for Clause 18.20 (Rights)).

Any Obligor does not pay or repay on the relevant due date any amount payable or to be repaid pursuant to this Agreement or the other Transaction Documents at the place at and in the currency in which it is expressed to be respectively payable unless its failure to pay is caused by administrative or technical error and payment is made within three (3) Business Days of its due date.

(b)An Obligor does not comply with any provision of Clause 17.1 (Financial statements) or Clause 17.2 (Provision and contents of Compliance Certificate), unless such failure to comply is remedied within five (5) Business Days from the earlier of the date any Borrower has become aware of that non-compliance and the date notice of that non-compliance has been given by the Lender to a Borrower.

An Obligor does not comply with any provision(s) of the Transaction Documents (including the undertakings in Clause 15 but other than those referred to in Clause 18.1 (Non- payment), Clause 18.2 (Coverage Ratios), Clause 18.11 (Sanctions) and Clause 18.16 (Commercial Contracts)) unless the same is, in the reasonable opinion of the Lender, capable of remedy and is remedied within ten (10) Business Days from the earlier of the date any Borrower has become aware of that non-compliance and the date notice of that non- compliance has been given by the Lender to a Borrower.

Any representation or statement made or deemed to be made by an Obligor in this Agreement, other Transaction Documents or any other document delivered by or on behalf of an Obligor under or in connection with the Transaction Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made unless the circumstances giving rise to the misrepresentation are, in the reasonable opinion of the Lender, capable of remedy and are remedied within ten (10) Business Days of the

(a)Any Financial Indebtedness of any Obligor or any other member of the Group is not paid when due.

(b)Any Financial Indebtedness of any Obligor or any other member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any Obligor or any other member of the Group is cancelled or suspended by a creditor of a Seller or other Obligor or any other member of the Group as a result of an event of default (however described).

(d)Any creditor becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)Provided that no cross default will occur under this Clause 18.5, if the aggregate amount of the Financial Indebtedness or commitment for Financial Indebtedness falling with paragraphs (a) to (d) above does not exceed:

(a)any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect) is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends making payments on any of its debts (except to the extent such suspension is in connection with a bona fide dispute with the relevant creditor) or, by reason of actual or imminent financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(b)the value of the assets of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect) is less than its respective liabilities (taking into account contingent and prospective liabilities); or

(c)a moratorium is declared in respect of any indebtedness of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect). If a moratorium occurs, the ending of the moratorium will remedy any Event of Default caused by that moratorium with effect from

the ending of moratorium, provided that the rights of the Lender under the Transaction Documents do not continue to be prejudiced by the ending of such moratorium.

Subject to Clause 18.21 (Insolvency law), any corporate action, legal proceedings or other formal procedure or step is taken in relation to:

(a)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect), save in respect of a solvent reorganisation;

(b)a composition, compromise, assignment or arrangement with any creditor of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect);

(c)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor, or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect) or any of their respective assets; or

(d)enforcement of any Security over any assets of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect), or

save, in each case, for any corporate action, legal proceedings or other formal procedure or step which is frivolous or vexatious and is discharged, stayed or dismissed within sixty (60) days of commencement.

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of any Obligor or any other member of the Group (where, with regards to such member of the Group, it would reasonably be expected to have a Material Adverse Effect), which has or would reasonably be expected to have a Material Adverse Effect.

(a)It is or becomes unlawful for an Obligor to perform any of its material obligations under the Transaction Documents.

(b)Any obligation or obligations of an Obligor under the Transaction Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively

materially and adversely affects the interests of the Lender under the Transaction Documents.

The authority or ability of an Obligor or any other member of the Group to conduct its business is limited or curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person which has or would reasonably be expected to have a Material Adverse Effect.

An Obligor does not comply with Clause 15.17 (No Sanctions) or Clause 15.18 (Anti-Bribery and Corruption and AML).

(a)An Obligor or any Seller rescinds or purports in writing to rescind or repudiates or purports to repudiate any Transaction Document to which it is a party or evidences an intention to rescind (with such intention evidenced in writing) or repudiate any Transaction Document to which it is a party.

Any litigation, arbitration, administrative, governmental or regulatory proceedings are commenced:

which have or would reasonably be expected to have a Material Adverse Effect.

Any adverse event or circumstance occurs and is continuing, and which has, or is reasonably likely to have, a Material Adverse Effect.

(b)There is a material breach of the terms of any of the Material Contracts and Licenses or there is a default (howsoever described) under any of the Material Contracts and Licenses or any other event or circumstance occurs entitling any person, authority or entity to terminate or give notice of termination of any of the Material Contracts and Licenses.

(c)Any restrictions or conditions are imposed on any of the Material Contracts and Licenses that may cause a Material Adverse Effect.

(d)Any of the Material Contracts and Licenses is modified or varied in a way that is adverse in any material respect to the interests of a Seller.

(e)Any of the Material Contracts and Licenses expires and is not renewed on substantially the same term (or terms that are more beneficial to the Sellers).

(i)such Material Contracts and License is replaced by a new Material Contracts and License (which shall also be a Material Contracts and License for the purposes of the Transaction Documents) in all material respects similar to the Material Contracts and License which was cancelled, suspended, materially amended (in an adverse manner), revoked or terminated within ten (10) Business Days after the earlier of the Lender giving notice to the relevant Obligor and the relevant Obligor becoming aware of such circumstances; or

(ii)the relevant Obligor demonstrates to the reasonable satisfaction of the Lender that such circumstances do not have and are not reasonably likely to have a Material Adverse Effect.

(a)A deterioration occurs in the political or economic situation generally in Colombia, or an act of war or hostilities, invasion, armed conflict or act of foreign enemy, revolution, insurrection, insurgency or threat thereof occurs, unless (in any such case) this does not and is not reasonably expected to have a Material Adverse Effect.

(b)Any foreign exchange law is amended, enacted or introduced or is reasonably likely to be amended, enacted or introduced in Colombia that (in the opinion of the Lender):

(i)has or may reasonably be expected to have the effect of prohibiting, or restricting or delaying in any material respect any payment or delivery that a Borrower or a Seller is required to make pursuant to the terms of any of the Transaction Documents; or

(ii)is materially prejudicial to the interests of the Lender under or in connection with any of the Transaction Documents.

(a)The Lender ceases to hold a valid, perfected, and enforceable first priority lien over any portion of the Collateral; or

(b)any Security Document, once executed, delivered and, to the extent required by applicable Law and in accordance with the terms thereof, registered or recorded, fails (including by reason of any failure to make or renew any registration thereof) to create upon or following such execution, delivery, registration and recordation a first priority perfected lien on any portion of the Collateral.

Notwithstanding any other provision in this Agreement (other than Clause 18.21 (Insolvency law)), on and at any time after the occurrence of an Event of Default which is continuing the Lender may:

(a)by notice to the Borrowers declare that all or part of the Outstanding Amount be immediately due and payable in cash, at which time they shall become immediately due and payable in cash;

(b)by notice to the Borrowers declare that all or part of the Outstanding Amount be payable on demand in cash, at which time they shall immediately become payable on Lender's demand in cash;

(c)by notice to the Sellers request any volume of the Commodities to be delivered under the Commercial Contracts be made available as soon as available;

(d)issue a notice to the Borrowers (whether or not the Lender has notified the Escrow Agent of the same) declaring that the Borrowers are not entitled to issue a Release Instruction to the Escrow Agent; and/or

(e)exercise any or all of its rights, remedies, powers or discretions under the Transaction Documents including the right to, by notice to the relevant Seller, terminate the Commercial Contracts.

Where the applicable Colombian insolvency laws impose restrictions or sanctions, directly or indirectly, on the ability of the Lender to take any action specified in Clause 18.20 (Rights) in respect of an Event of Default pursuant to Clause 18.6 (Insolvency) or Clause 18.7 (Insolvency Proceedings), the Parties hereto agree that no provision in this Agreement shall:

(a)prevent any of the Sellers from commencing any insolvency proceeding in Colombia under Colombian insolvency law;

(b)be construed to mean that the purpose of such provision is to prevent or restrict, directly or indirectly, proceedings from being commenced in Colombia under Colombian insolvency law against any of the Sellers;

(c)prohibit any of the Sellers from negotiating or entering into a restructuring agreement under Colombian insolvency law; or

(d)impose any restrictions or prohibitions, or disadvantageous effects (efectos desfavorables), upon any of the Sellers for the negotiation or execution of a restructuring agreement under Colombian insolvency law.

(i)a Swiss Obligor becomes liable to the Lender for the obligations of any affiliated Swiss Obligor (other than one of its direct or indirect subsidiaries) as a result of its joint liability or otherwise with that affiliated Swiss Obligor - i.e. the latter being either a direct or indirect parent company of the former (up-stream liabilities) or a sister company of the former (cross-stream liabilities) (hereinafter the "Obligations"); and

(ii)if complying with such Obligations would under Swiss law and practice, constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Obligor or would otherwise be restricted under Swiss corporate law, (hereinafter the "Restricted Obligations"),

the Swiss Obligor's aggregate liabilities for the Restricted Obligations shall be limited to the amount of unrestricted equity capital surplus (including the unrestricted portion of general and statutory reserves, other free reserves, retained earnings and, to the extent permitted by then applicable Swiss law, current net profits) available for distribution of dividends to its shareholders (hereinafter the "Maximum Amount"), provided that this is a requirement under then applicable mandatory Swiss law and it being understood that such limitation shall not free the Swiss Obligor from its obligations in excess of the Maximum Amount, but that it shall merely postpone the performance date of those obligations until such time or times as performance is again permitted.

(b)Immediately after having been requested to perform the Restricted Obligations, the Swiss Obligor shall:

(A)provide the Lender with an interim balance sheet audited by its statutory auditors setting out the Maximum Amount;

(B)take any further corporate and other action as may be required by the Lender (such as board and shareholders' approvals and the receipt of any confirmation from its statutory auditors) and other measures required to allow the Swiss Obligor to make the payments agreed hereunder with minimum limitations; and

(c)In relation to payments made hereunder in satisfaction of the Restricted Obligations, the Swiss Obligor shall, if and to the extent required by then applicable Swiss law and subject to any applicable double tax treaties in force at the relevant time, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as is in force at that time) from any such payment, pay any such Tax Deduction to the Swiss Federal Tax Administration and notify and provide evidence to the Lender that the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration.

(d)As soon as possible after a Tax Deduction for Swiss Withholding Tax is made as required by applicable law the Swiss Obligor shall ensure that: (i) any person which is entitled to a full or partial refund of the Swiss Withholding Tax, is in a position to be so refunded; and (ii) in case any person has received any refund of the Swiss Withholding Tax, it shall pay such refund to the Lender promptly upon receipt thereof.

(e)To the extent a Swiss Obligor is required to deduct Swiss Withholding Tax pursuant to this Agreement, and if the Maximum Amount is not fully utilised, the Swiss Obligor shall pay an additional amount so that after making any required deduction of Swiss Withholding Tax the aggregate net amount paid to the Lender is equal to the amount which would have been paid if no Tax Deduction of Swiss Withholding Tax had been required, provided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Maximum Amount. In the event the Tax Deduction is refunded to the Lender by the relevant Tax authority and a gross-up has been made in a corresponding amount, the Lender shall forward, after deduction of costs, an amount to the Swiss Obligor which will leave it (after the payment) in the same after-tax position as it would have been if the Tax Deduction had not been required to be made by the Swiss Obligor.

(a)The provisions set forth above under Clause 19.1 shall apply mutatis mutandis if and to the extent that any Security provided to the Lender by a Swiss Obligor is enforced for the Obligations, in which case the use of the proceeds from such enforcement (hereinafter the "Enforcement Proceeds") by the Lender shall be limited pursuant to Clause 19.1. The application of Enforcement Proceeds in excess of the Maximum Amount shall be postponed until the earliest time or times that this is again permitted under then applicable Swiss law.

(b)In relation to an enforcement of any Security provided by a Swiss Obligor in satisfaction of the Restricted Obligations, if and to the extent that the Enforcement Proceeds are by law subject to Swiss Withholding Tax, the Swiss Obligor must use its best efforts to mitigate, to the extent possible, any Swiss Withholding Tax obligations to be levied on the use of the Enforcement Proceeds, in particular through a notification procedure.

(c)To the extent a notification procedure is not available, the Lender undertakes to withhold from the Enforcement Proceeds an amount equivalent to the Swiss Withholding Tax at the then applicable rate, and subject to any applicable double taxation treaty or any other applicable treaty, that may be due by the Swiss Obligor to the Swiss Federal Tax Administration from the enforcement by the Lender of any Security provided by the Swiss Obligor, and forward such amount to the Swiss Federal Tax Administration, in the name and for the account of the Swiss Obligor, upon presentation by the Swiss Obligor to the Lender of the relevant form of the Swiss Federal Tax Administration, together with its payment order form (which presentation shall be made, if needed, on a monthly basis), it being specified that the Swiss Obligor (i) shall, and shall procure that its affiliates, fully cooperate in any mitigating efforts and in any efforts relating to the transfer of any refunds to the order of the Lender, and (ii) shall fill in and prepare the relevant form of the Swiss Federal Tax Administration and submit it to the Lender for approval, which approval shall not be unreasonably withheld.

(d)If Swiss Withholding Tax is to be withheld in accordance with Clause 19.2(c) above, the Lender shall be entitled to further apply Enforcement Proceeds against the Restricted Obligations up to an amount which is equal to the amount which would have been obtained if no withholding of Swiss Withholding Tax were required whereby such further enforcements shall always be limited to the Maximum Amount. ln case the Enforcement Proceeds irrevocably received by the Lender pursuant to a refund and additional enforcements have the effect that the Enforcement Proceeds received by the Lender exceed the obligations secured by the Security provided to the Lender by the Swiss Obligor, then the Lender shall return such overcompensation to the relevant Swiss Obligor.

(e)If and to the extent requested by the Lender and if and to the extent this is from time to time required under Swiss mandatory law (with regards to restricting profit distributions), in order to allow the Lender to obtain a maximum benefit under the Finance Documents, the Swiss Obligor, and any parent company of the Swiss Obligor shall procure that the Swiss Obligor will take all such measures and/or promptly procure the fulfilment of all prerequisites allowing the prompt application of the Enforcement Proceeds and allowing the Swiss Obligor to promptly perform its obligations and make the (requested) payment(s) thereunder from time to time, including the following:

(i)the preparation of an up-to-date (interim) audited balance sheet of the relevant Swiss Obligor;

(ii)the confirmation of the auditors of the relevant Swiss Obligor that the relevant amount represents (the maximum of) freely distributable profits;

(iii)the prompt convening of a meeting of the shareholders of the relevant Swiss Obligor for the approval of the (resulting) distribution;

(iv)the conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law);

(v)the revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);

(vi)to the extent permitted by applicable law, (A) write up or realise any of its assets shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realisation, however, only if such assets are not necessary for the relevant Swiss Obligor's business (nicht betriebsnotwendig) and/or (B) reduce its share capital; and

(vii)all such other measures necessary or useful to allow the Lender to further enforce the Security granted to the Lender under this Agreement and other indemnity granted under this Agreement and apply proceeds therefrom against the Restricted Obligations with a minimum of limitations.

(a)Payments to the Lender shall be made on the due date for value in readily available funds to the account as from time to time may be notified with three (3) Business Days' notice by the Lender to the Sellers in writing.

(b)Payments to the Lender shall be invoiced to the Borrowers in Switzerland at least two (2) Lender Business Days prior to each Repayment Date.

(a)Notwithstanding Clauses 6.1(a) to 6.1(c), if the Lender receives a repayment or delivery for application against amounts due in respect of the Transaction Documents that is insufficient to discharge all the amounts then due and payable by the Borrowers under those documents, the Lender shall apply that payment towards the obligations of the Borrowers in the order as provided in Clause 6.1(i). The Lender may vary the order set out in Clause 6.1(i) in its sole and absolute discretion.

Except as expressly envisaged in the Transaction Documents, all payments to be made by the Borrowers under the Transaction Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar Month (if there is one) or the preceding Business Day (if there is not).

(a)Subject to Clause 21.2 (Disclosure and confidentiality), each Party shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into or performing this Agreement which relates to:

(ii)the negotiations relating to this Agreement and any other Transaction Document;

(ii)made in a public announcement, circular or communication (each an "Announcement") concerning the existence or content of this Agreement by any Party (including for these purposes any members of Borrowers' Group or any members of Lender's Group, respectively) if, and to the extent that, the Announcement in the opinion of the disclosing Party (acting reasonably), is required to be made by law or pursuant to the rules and/or regulations of any Governmental Agency to which the Party (or the relevant member of Borrowers' Group or Lender's Group, as the case may be) making the Announcement is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as is practicable, be made after consultation with the other Party in respect of the timing and content of such Announcement;

(iii)required by contractual obligations existing as at the date of this Agreement (including the terms of this Agreement);

(iv)made by a Borrower to any member of Borrowers' Group or Lender to any members of Lender's Group provided that the Borrower or Lender, as the case may be, procure that such members comply with the provisions of Clause 21.1 in respect of such information as if they were a Party to this Agreement;

(v)made by the Lender in relation to obtaining or seeking to obtain any financing or refinancing of, or related to, this Agreement;

(vi)required, in the opinion of the Party making the disclosure, acting reasonably, by a Governmental Agency to which that Party is subject, whether or not such requirement has the force of law;

(vii)made to the professional advisors, auditors or bankers of any Party where such persons need to know the same in order to carry out their duties or functions provided that any Borrower or Lender, as the case may be, procure that such persons undertake to comply with the provisions of Clause 21.1 in respect of such information as if they were a Party to this Agreement;

(viii)required for the purpose of any arbitral or judicial proceedings arising out of this Agreement;

The Lender may set off any matured obligation due from any Obligor against any matured obligation owed by the Lender to that Obligor or the other Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is in the case of the Borrowers and the Lender, that identified with its name below, or any substitute address, email address or department or officer as the Party may notify to the Lender (or the Lender may notify to the other Party, if a change is made by the Lender) by not less than five (5) Business Days' notice.

Alberta Canada T2G 1A6

(i)if by personal hand delivery, if left at the address set out in Clause 23.2 before 5pm on a Business Day the day when left, and otherwise on the next Business Day;

(ii)if by way of email, on receipt of an automated delivery receipt or confirmation of receipt from the relevant server if before 5pm on a Business Day and otherwise on the next Business Day;

(iii)if by way of ordinary first class pre-paid post or post or prepaid recorded or special delivery, where the addressee is in the same country as that from which the notice is sent, two (2) Business Days after posting; or

(iv)if by way of ordinary pre-paid airmail or prepaid recorded or special delivery (or the nearest local equivalent in the jurisdiction of the sender), where the addressee is in one country and the notice is sent from another, six (6) Business Days after posting.

(c)Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified for the Lender's in Clause 23.2 (or any substitute department or officer as the Lender shall specify for this purpose).

(ii)if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

In any litigation or arbitration proceedings arising out of or in connection with the Transaction Documents, the entries made in the accounts (including those in respect of interest and/or interest accrued) maintained by the Lender are prima facie evidence of the matters to which they relate.

Any certification or determination by the Lender of a rate or amount or quantity under the Transaction Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

(a)Any interest, commission or fee accruing under this Agreement and/or other Transaction Documents will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i)on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii)subject to paragraph (b) below, without rounding.

(b)The aggregate amount of any accrued interest, commission or fee (which, for the avoidance of doubt, shall not include the price payable for the Commodities under the Commercial Contracts) which is, or becomes, payable by the Borrowers under this Agreement shall be rounded to 2 decimal places.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Amendments to this Agreement may be made with the written consent of each Party.

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Agreement and/or other Transaction Documents, shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(a)Subject to Clause 26.1 (Amendments), if an RFR Replacement Event has occurred, any amendment or waiver which relates to:

(A)aligning any provision of this Agreement to the use of that Replacement Reference Rate;

(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)implementing market conventions applicable to that Replacement Reference Rate;

(D)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the written consent of each Party.

(b)An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Loan under this Agreement to any recommendation of a Relevant Nominating Body which:

(A)the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or

(B)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the RFR is insolvent,

(ii)the administrator of the RFR publicly announces that it has ceased or will cease to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR;

(iii)the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued;

(iv)the administrator of the RFR or its supervisor announces that the RFR may no longer be used;

(A)the administrator of the RFR determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(1)the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender and the Borrowers) temporary; or

(2)the RFR is calculated in accordance with any such policy or arrangement for a period no less than any period specified as the "RFR Contingency Period" in the Reference Rate Terms; or

(B)in the opinion of the Lender and the Borrowers, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

(a)formally designated, nominated or recommended as the replacement for the RFR by:

(i)the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or

(ii)any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

(b)in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to the RFR; or

(c)in the opinion of the Lender and the Borrowers, an appropriate successor to the RFR.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

(a)Subject to paragraphs (b) and (c) below, neither the Lender nor any Obligor may assign any of its rights or transfer by novation any of its rights and obligations under any Transaction Document without the consent of the other.

(b)The Lender may assign any of its rights or transfer by novation any of its rights and obligations under the Transaction Documents without the prior consent of the Obligors if such assignment or transfer is to a bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets, provided that if such assignment or

(c)For avoidance of doubt, Lender may assign the entirety or any part of its rights (but not its obligations) under any Transaction Document to any of its financing banks that is a Qualifying Bank by way of security without the prior consent of any Obligor. Each Obligor shall promptly acknowledge each such assignment upon request and in such form as reasonably requested by the Lender.

(d)Notwithstanding the preceding paragraphs of this Clause or any other provision of this Agreement, for so long as any amount is outstanding under this Agreement, the Borrowers shall comply with the Non-Bank Rules.

(a)Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination or any non-contractual obligation arising out of or in connection with this Agreement (a "Dispute"), shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (the LCIA Rules), which rules are deemed to be incorporated by reference into this Clause.

(b)The number of arbitrators shall be three (3), Lender shall appoint one (1) arbitrator and the Borrowers shall (collectively) appoint one (1) arbitrator. The two (2) arbitrators nominated by or on behalf of Borrowers and Lender together shall provide a list identifying five (5) candidates that the two (2) arbitrators recommend Borrowers and Lender consider appointing to be the third arbitrator, who shall act as chairperson of the tribunal. If Borrowers and Lender do not agree on the third arbitrator within fourteen (14) days of receiving the list of recommendations, then the third arbitrator, who shall act as chairperson, shall be appointed by the LCIA. If Borrowers or Lender fail to appoint an arbitrator within thirty (30) days of receiving notice of the appointment of an arbitrator by the other Party, such arbitrator shall be appointed by the LCIA Court.

For the avoidance of doubt, collection procedures ("procesos ejecutivos") exclusively for the enforcement of payments under the Promissory Note shall be subject to the jurisdiction of the competent courts of Colombia.

(a)Notwithstanding the provisions of Clause 30.1, either Party may commence and pursue proceedings for interim or conservatory relief against the other Party in any court in any jurisdiction and the commencement and pursuit of such proceedings in any one court or jurisdiction shall not preclude the other Party from commencing or pursuing proceedings in any other court or jurisdiction (whether concurrently or not) if and to the extent permitted by the applicable law.

(b)The Parties warrant that they have entered into this contract in a commercial capacity and that with respect to this Agreement they are respectively in all respects subject to civil and commercial law.

(c)The Parties hereby consent generally in respect of legal proceedings and/or arbitration arising out of or in connection with this contract to the giving of any relief, or to the issue of any process in connection with such action or proceedings irrespective of the jurisdiction in question.

To the extent that a Borrower or Lender may be entitled in any jurisdiction to claim for itself or any of its property or assets immunity in respect of its obligations under the Transaction Documents from service of process, jurisdiction, suit, judgment, execution, attachment (whether before judgment, in aid of execution or otherwise) or legal process or to the extent that in any jurisdiction there may be attributed to it all or any of its property or assets immunity of that kind (whether or not claimed), the Borrowers and the Lender irrevocably agree not to claim and irrevocably waive that immunity.

(a)A certified copy of the document of incorporation of each Borrower, including its amendments.

(b)A copy or copies of a resolution of the board of directors of each Borrower in the agreed form:

(i)approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Document to which it is party; and

(ii)authorising a specified person or persons to execute the Transaction Documents to which it is a party and any to sign and despatch any certificates and other documents in connection with the Transaction Documents on its behalf.

(c)If applicable, a copy of a resolution of the board of directors of each Borrower establishing the committee of directors referred to in paragraph (a).

(d)A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.1(b) in relation to the Transaction Documents and related documents.

(e)A certificate signed by an authorised signatory of each Borrower in the agreed form: (i) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitment would not cause any borrowing or similar limit binding on that Borrower will not be exceeded; and (ii) certifying that each copy document specified in this Schedule 1 relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

(g)A copy of a certificate of good standing issued by the Registrar of Limited Liability Companies, Cayman Islands, in respect of each Borrower.

(a)A certified copy or copies of a resolution of the board of directors of the Guarantor in the agreed form:

(i)approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Document to which it is party; and

(ii)authorising a specified person or persons to execute the Transaction Documents to which it is a party and any to sign and despatch any certificates and other documents in connection with the Transaction Documents on its behalf.

(c)A certificate signed by an authorised signatory of the Guarantor in the agreed form: (i) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitment would not cause any borrowing, guarantee or similar limit binding on the Guarantor will not be exceeded; (ii) certifying that each copy document specified in this Schedule 1 relating to it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement; and (iii) containing the specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2(b) in relation to the Transaction Documents and related documents.

(a)Legal opinions (in agreed form and addressed to the Lender) relating to the enforceability of the relevant Transaction Documents, from the legal advisers of the Lender on matters of English law and the laws of Colombia, each of which is capable of being relied upon by the Lender (and disclosed to its financing banks).

(b)Legal opinions (in agreed form and addressed to the Lender) relating to capacity and authority in respect of the Obligors to enter into the relevant Transaction Documents, from the legal advisers of the Obligors relating to the laws of the Cayman Islands and the State of Delaware, each of which is capable of being relied upon by the Lender (and disclosed to its financing banks).

1.8Evidence of the registration of each of the Colombian Security Agreements as a first priority lien with the Registry of Liens over Movable Assets (Registro de Garantías Mobiliarias).

Provision of all information from the Borrowers as required by the Lender to enable it to comply with all "know your customer" or similar identification procedures under all applicable laws and regulations. The Lender shall notify the details of such information at least three (3) Business Days before the Utilisation Date.

"10 Non-Bank Rule" means the rule that the aggregate number of creditors under this

Agreement which are not Qualifying Banks must not at any time exceed ten (10), all in accordance with the meaning of the Swiss Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time.

"20 Non-Bank Rule" means the rule that the aggregate number of creditors (including the Lender), other than Qualifying Banks, of each of the Borrower under all its outstanding debts relevant for classification as debenture (Kassenobligation) must not at any time exceed twenty (20), all in accordance with the meaning of the Swiss Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time.

"2025 Indenture" means the indenture dated 15 February 2018, by and among Gran Tierra Energy International Holdings Ltd as issuer, the guarantors named therein, and U.S. Bank National Association as trustee, security registrar and paying agent, as amended and/or amended and restated from time to time, related to the issuance of the 2025 Notes.

"2025 Notes" means the 6.25% senior notes due 2025, issued on 15 February 2018 by Gran Tierra Energy International Holdings Ltd. under the 2025 Indenture.

"2027 Indenture" means the indenture dated 23 May 2019, by and among Gran Tierra Energy Inc., as issuer, the note guarantors named therein, and U.S. Bank National Association as trustee, security registrar and paying agent, as amended and/or amended and restated from time to time, related to the issuance of the 2027 Notes.

"2027 Notes" means the 7.750% senior notes due 2027, issued on 23 May 2019 by Gran Tierra Energy Inc. under the 2027 Indenture.

"Accounting Principles" means generally accepted accounting principles and applicable accounting standards:

(a)with regard to the Borrowers, of its jurisdiction of incorporation; and

(b)with regard to the Guarantor, the State of Delaware.

"Accounting Reference Date" means 31 December or such other date as may be approved by the Lender.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Availability Period" means the period from and including the date of the Second Amendment and Restatement Agreement to and including 31 December 2023, or such later date as may be agreed by the Lender in its sole and absolute discretion.

"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London (United Kingdom) and Bogota (Colombia) and (in relation to: (i) any date for payment or purchase of an amount relating to a Loan or Outstanding Amount; or (ii) the determination of the first day or the last day of Interest Period for a Loan or Outstanding Amount (or otherwise in relation to the determination of the length of such an Interest Period)) which is an RFR Banking Day.

(A)cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that Borrower; or

(B)appoint or remove all, or the majority, of the directors or other equivalent officers of that Borrower; or

(C)give directions with respect to the operating and financial policies of that Borrower with which the directors or other equivalent officers of that Borrower are obliged to comply; and/or

"acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in that Borrower by any of them to obtain or consolidate control of that Borrower.

"Collateral" means the property of any person from time to time subject to the Security Documents as security. For the avoidance of doubt, the Parties agree and acknowledge that "Collateral" shall not include any assets disposed of as permitted under Clause 15.8 (Assets) and, therefore, the assets disposed of, from time to time, as permitted under such clause shall not be considered as part of the Collateral for the purposes of Clause 18.19 (Security Documents), this Agreement and the Security Documents.

"Colombian Security Agreements" means collectively:

(a)the economic rights pledge agreement (Contrato de Garantía Mobiliaria sobre Derechos Económicos) dated 30 November 2022 among the Borrowers and the Lender, whereby each Borrower granted a pledge over all the economic rights under certain agreements;

(b)the assets pledge agreement (Contrato de Garantía Mobiliaria sobre Activos) dated 30 November 2022 among GTEC and the Lender, whereby GTEC granted a pledge over its assets located in Colombia in favour of the Lender; and

(c)the commercial establishment pledge agreement (Contrato de Garantía Mobiliaria Sobre Establecimiento de Comercio) dated 30 November 2022 among GTOC and the Lender, whereby GTOC granted a pledge over its commercial establishment (but excluding liabilities) in favour of the Lender.

"Commercial Contract" means each of:

(a)the agreement to be entered into for the purchase by the Buyers from the Sellers of the Commodities from the Midas Block (including Acordionero and minor fields) on the terms and conditions set out therein; and

(b)the agreement to be entered into for the purchase by the Buyers from the Sellers of the Commodities from the Chaza Block (including Costayaco and Moqueta fields), the Suroriente Block, PUT 1 Block and PUT 7 Block on the terms and conditions set out therein.

(a)the crudes or a blend of crude comprising part or all of the production of the volumes of crude belonging to Sellers coming from the Fields and which are subject to sale in accordance with the Commercial Contracts; or

(b)any other commodity to be delivered to the Buyers pursuant to the Commercial Contracts and in accordance (including quantity, specifications and quality) with the terms and conditions of the relevant Commercial Contract.

(a)the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)the applicable Baseline CAS.

(a)is agreed in writing between the Parties;

(b)specifies a calculation methodology for that rate; and

(c)has been made available to the Parties.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 6 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Lender in accordance with the methodology set out in Schedule 5 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Reference Rate Terms.

"Default" means an Event of Default or any event or circumstance specified in Clause 18 which would with the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing be an Event of Default.

"Due Date" means the date falling thirty (30) Months after the date of the First Amendment and Restatement Agreement, or any other date mutually agreed by the parties to this Agreement.

"Environment" means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(c)land (including, without limitation, land under water).

"Environmental Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

"Environmental Law" means any applicable law or regulation or convention which relates to:

(a)the pollution or protection of the Environment;

(b)harm to or the protection of human health; or

"Environmental Permits" means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Sellers conducted on or from the properties owned or used by the Sellers or any Subsidiary of a Seller.

"Escrow Account" means each of the escrow accounts held with the Escrow Agent under the Escrow Agreement as such accounts are described therein.

"Escrow Agent" means Citibank, N.A. or such other agent referred to as the "Escrow Agent" in the Escrow Agreement.

"Escrow Agreement" means the agreement dated 21 February 2023 between, amongst others, the Escrow Agent, the Lender and the Sellers.

"Escrow Property" has the meaning given to it in the Escrow Agreement.

"Escrow Transfer" means the transfer of Escrow Property from the Escrow Accounts (or any one of them) to the Lender in accordance with the terms of this Agreement and the Escrow Agreement.

"Event of Default" means any event or circumstance specified as such in Clause 18.

"Field" means each of the Costayaco, Moquetá, Guayuyaco, Juanambú, Toroyaco, Mary, Vonu, Nancy, Quillacinga, Cumplidor, Cohembí, Quinde, Chuira, Zoe, Colon, Juglar, Santa Lucia, los Angeles, Querubin, Tronos, Mono Araña, Acordionero and Gaitero fields which produce the Commodities to be delivered under the Commercial Contracts.

"Final Maturity Date" means, for each Loan, the earlier of:

(a)the Due Date; and

(b)until such time as the 2025 Notes have been repaid or refinanced in full, the Refinancing Longstop Date.

"Finance Documents" means, this Agreement, any Utilisation Request, each Promissory Note, the Security Documents, the Escrow Agreement, any Subordination Agreement, any Reference Rate Supplement, any Compounding Methodology Supplement and any other document designated as a "Finance Document" by the Lender and any Obligor.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a)monies borrowed and debit balances at banks or other financial institutions;

(b)any amount raised by acceptance under any acceptance of credit or bill discounting facility (or dematerialised equivalent);

(c)the amount of any liability in respect of any finance or capital lease;

(d)receivables sold or discounted;

(e)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a third party which liability would fall within one of the other paragraphs of this definition;

(f)any amount raised by the issue of shares which are redeemable before the Final Maturity Date or are otherwise classified as borrowings under the relevant accounting principles;

(g)any amount of any liability under any other prepayment, advance, deferred purchase agreement or any other similar form of agreement or arrangement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or

(h)any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing.

"Financial Model" means the financial model in agreed form and approved by the board of the Group, prepared by or on behalf of the Borrowers and delivered to the Lender pursuant to Clause 4.1, as such model may be updated from time to time in accordance with Clause 17.3.

"First Amendment and Restatement Agreement" means, the deed of amendment and restatement dated 20 February 2023 between, the Guarantor, the Lender and the Borrowers.

(a)the net present value of the consolidated future cash flows of the Group up to and including the Final Maturity Date, based on eighty per cent (80%) of the then prevailing ICE Brent forward strip (five years to flat), to

(b)the sum of (i) Outstanding Loans at the Relevant Time and (ii) the forecast principal and interest payable by any member of the Group in respect of any Financial Indebtedness (other than Financial Indebtedness incurred pursuant to the Transaction Documents) from the Relevant Time to and including the Final Maturity Date,

as calculated using the Financial Model, which shall use the forward curve for dated Brent, adjusted for the applicable differentials and commercial discounts.

"Governmental Agency" means any government or any governmental agency, semi- governmental or judicial entity or authority (including, without limitation, any stock exchange or federal bank or any self-regulatory).

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

"Initial Commitment" means the principal amount of US$50,000,000, to the extent not cancelled or reduced under this Agreement.

"Initial Group Liquidity Test" means the Group Liquidity Test delivered to the Lender pursuant to Clause 4.1 (Conditions precedent) which has been designated as the "Initial Group Liquidity Test" by the Guarantor and Lender.

"Legal Reservations" means the principle that legal or equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors and any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion provided to the Lender pursuant to Schedule 1 of this Agreement.

"Lender Business Day" has the meaning given to it in the Escrow Agreement.

"Loan" means a sum made or to be made available (pursuant to this Agreement) by the Lender to a Borrower in advance of the deliveries/ sale of the Commodities (to be made) pursuant to the Commercial Contracts or the principal amount outstanding for the time being of such Loan.

"Lookback Period" means the number of days specified as such in the Reference Rate Terms.

"Margin" means the percentage rate per annum specified as such in the Reference Rate Terms.

"Market Disruption Rate" means the rate (if any) specified as such in the Reference Rate Terms.

"Material Adverse Effect" means any event or circumstance (including without limitation adverse market conditions) which, in the determination of the Lender (acting reasonably), is likely to materially adversely affect:

(a)the ability of an Obligor to perform its material obligations under any of the Transaction Documents;

(b)the business, operations or financial conditions of any Obligor;

(c)the validity or enforceability of, or the effectiveness of any Transaction Document or of any obligation, or purported obligation, of an Obligor pursuant to any of the Transaction Documents, or the rights or remedies of the Lender under any Transaction Document.

"Material Contracts and Licenses" means the contracts, licenses, concessions and any other authorization required for the lawful exploitation, development or operation of the Fields.

"Material Field" means each of the Acordionero Field (Midas Block), and the Moqueta and Costayaco Fields (Chaza Block).

"Maximum Commitment" means the principal amount of US$100,000,000, to the extent not cancelled or reduced under this Agreement.

"Minimum Coverage Ratio" means each of the Minimum Global Coverage Ratio and the Minimum Prepayment Life Coverage Ratio.

"Minimum Global Coverage Ratio" means one hundred and fifty per cent (150%). "Minimum Prepayment Life Coverage Ratio" means one hundred and fifty per cent (150%).

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that.

(a)if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month

the above rules will only apply to the last Month of any period and is subject to, in the case of an Interest Period (or any other period for the accrual of commission or fees) the rules specified as Business Day Conventions in the Reference Rate Terms.

"New Indenture" means the indenture to be entered into following the date of the Second Amendment and Restatement Agreement, by and among Gran Tierra Energy Inc., as issuer, the guarantors named therein, and U.S. Bank National Association as trustee, security registrar and paying agent, and the Borrowers, each as a guarantor, as amended and/or amended and restated from time to time.

"Original Financial Statements" means in relation to the Guarantor, its (a) audited financial statements for the financial year ended 31 December 2021 and (b) unaudited financial statements for the financial quarter ended 30 June 2021.

"Outstanding Amount" means the principal amount of the Loans, interest, or any other amounts whatsoever outstanding and payable by the Sellers to the Lender under the Transaction Documents, from time to time.

"Outstanding Loan" means the principal amount of the Loans outstanding for the time being.

"Permitted Security" means:

(a)any Security created by the Borrowers in favour of the Lender pursuant to the Transaction Documents;

(b)any lien arising by operation of law and in the ordinary course of trade and not as a result of any default or omission by a Borrower;

(c)any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrowers in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by either of the Borrowers; and

(d)any Security to which the Lender has provided its prior consent.

"Prepayment Life Coverage Ratio" means at any time (the "Relevant Time") the ratio of:

(a)the estimated aggregate value of the Commodities (as determined in accordance with the Commercial Contracts) to be delivered under the Commercial Contracts for the period commencing from (and including) the Relevant Time to (and including) the Final Maturity Date, based on eighty per cent (80%) of the then prevailing ICE Brent forward strip (five years to flat) and adjusted for quality differential and transportation discount, to

(b)the Outstanding Amount as at the Relevant Time, plus all costs, interest and other charges and amounts payable by the Borrowers to the Lender under this Agreement from (and including) the Relevant Time to (and including) the Final Maturity Date.

"Promissory Note" means a blank promissory note with instructions letter (pagaré en blanco con carta de instrucciones) governed by Colombian law, executed by each Seller, substantially in the form set out at Schedule 8 (Form of Promissory Note).

" Qualifying Bank" means:

(a)a bank or other financial institution acting on its own account which is recognised as a bank by the banking laws in force in its jurisdiction of incorporation; or

(b)a branch of a bank or other financial institution which is recognised as a bank by the banking laws in force in the jurisdiction where such branch is situated,

which, in each case, exercises as its main purpose a true banking activity, having bank personnel, premises, communication devices of its own and authority of decision making, all in accordance with the meaning of the Swiss Guidelines.

"Reference Rate Supplement" means a document which:

(a)is agreed in writing by the Parties;

(b)specifies the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and

(c)has been made available to the Parties.

"Reference Rate Terms" means the terms set out in Schedule 4 (Reference Rate Terms) or in any Reference Rate Supplement.

"Refinancing Longstop Date" means the date falling six (6) Months prior to the maturity date of the 2025 Notes.

(a)the jurisdiction of its incorporation;

(b)any jurisdiction where it conducts its business; and

(c)the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Relevant Market" means the market specified as such in the Reference Rate Terms.

"Repayment Date" means, in relation to any Repayment Instalment, the last day of the Repayment Period applicable to such relevant Repayment Instalment (or such other date as agreed by the Parties).

"Repayment Instalment" means, in respect of a Repayment Period for a Loan, the amount (in US Dollars) of that Loan which is repayable in full on the Repayment Date for that Loan for such Repayment Period, with such amount being equal to:

(a)the result of dividing (i) the outstanding amount of that Loan on the first day of such Repayment Period by (ii) the total number of Repayment Dates remaining as of such day through and including the Final Maturity Date of that Loan (or such other amounts agreed by the Parties); less

(b)the pro-rata amount (as applied to all Repayment Instalments for that Loan then calculated) of any repayments or prepayments of that Loan made during that Repayment Period, except to the extent such repayments or prepayments have been made in order to establish a Minimum Coverage Ratio after the relevant Coverage Ratio Shortfall Event has been notified to the Borrowers by the Lender.

"Repayment Instalment Longstop Date" means the date falling fourteen (14) days after a Repayment Date.

"Repayment Instalment Notice" means, the notice from the Lender to the Borrowers as described in Clause 6.1(b).

"Repayment Period" means, in respect of a Loan, each calendar Month from the Utilisation Date of such Loan up to the Final Maturity Date of such Loan.

"Repeating Representations" means each of the representations set out in Clause 14.2 (Status), Clause 14.3 (Binding obligations), Clause 14.4 (Non-conflict with other obligations), Clause 14.5 (Power and authority), Clause 14.6 (Validity and admissibility in evidence), Clause 14.7 (Governing law and enforcement), paragraph (b) and (c) of Clause 14.12 (No Default), Clause 14.13 (No misleading information), Clause 14.14 (No proceedings pending

or threatened), paragraph (b) of Clause 14.15 (No breach of laws), paragraph (a) and (b) of Clause 14.16 (Environmental laws), paragraphs (b), (c) and (d) of Clause 14.17 (Taxation), Clause 14.19 (Good title to assets), Clause 14.20 (No immunity), Clause 14.21 (Insurance), Clause 14.22 (Full disclosure), Clause 14.23 (Sanctions), Clause 14.24 (Anti-Bribery and Corruption and AML), Clause 14.25 (Financial Statements), Clause 14.26 (Financial Indebtedness), Clause 14.27 (Commercial Contracts) and Clause 14.28 (Group Liquidity Test).

"RFR" means the rate specified as such in the Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the Reference Rate Terms.

"Sanctioned Country" means at any time, a country or territory which is the subject or target of any country-wide or territory-wide Sanctions broadly restricting or prohibiting dealings with such country, territory or government.

"Sanctioned Person" means at any time:

(a)any person listed in any list (each such list as amended, supplemented or substituted from time to time) of specially designated nationals or designated persons or entities maintained by any Sanctions Authority;

(c)any person who is otherwise the subject of Sanctions.

"Sanctions" means economic, financial or trade sanctions or embargoes enacted or imposed by law or regulation or other restrictive measure and administered or enforced from time to time by:

(a)the US government;

(b)the United Nations Security Council;

(c)the European Union or any of its member states' governments;

(d)the United Kingdom;

(e)the Republic of Singapore;

(f)the State Secretariat for Economic Affairs of Switzerland;

(g)the Republic of Colombia,

acting through the respective governmental agencies of any of the foregoing (including through the Office of Foreign Assets Control of the U.S. Department of Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury) (each a "Sanctions Authority").

"Second Amendment and Restatement Agreement" means the deed of amendment and restatement entered into between, the Guarantor, the Lender and the Borrowers.

"Security" means a mortgage, charge, assignment, pledge, hypothecation, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Security Documents" means:

(a)the Colombian Security Agreements; and

(b)any document as may after the date of this Agreement be executed by any member of the Group to guarantee or secure any amounts owing to the Lender under this Agreement or any other Security Document.

"Seller" means each of:

(a)Gran Tierra Energy Colombia, LLC Sucursal, a Colombian branch of a company registered under the laws of Switzerland with its registered office at Calle 113 No. 7-80, Piso 17 Torre ar, Bogotá, Colombia; and

(b)Gran Tierra Colombia Inc. Sucursal, a Colombian branch of a company registered under the laws of the Switzerland with its registered office at Calle 113 No. 7-80, Piso 17 Torre ar, Bogotá, Colombia.

"Seller Account" means the account nominated by the Sellers in the Escrow Agreement into which Escrow Property shall be disbursed to the Sellers in accordance this Agreement and the Escrow Agreement.

"Signing Date" means the date of this Agreement.

"Subordination Agreement" means any subordination agreements entered into or to be entered into between, among others, the Borrowers (or any Borrower) and a member of the Group in respect of any loan made by members of the Group to the Borrowers (or any Borrower) in accordance with Clause 15.19(b)(ii) (Other Financial Indebtedness).

"Subsidiary" of a company or corporation means any company or corporation:

(a)which is controlled, directly or indirectly by the first-mentioned company or corporation; or

(b)more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or

(c)which is a subsidiary of another subsidiary of the first mentioned company or corporation;

(d)and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its

"Swiss Federal Tax Administration" means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.

"Swiss Guidelines" means all relevant guidelines or explanatory notes issued by the Swiss Federal Tax Administration as amended, replaced or issued from time to time, including the established practice of the Swiss Federal Tax Administration and any court decision relating thereto.

"Swiss Obligor" means a Borrower registered as a company in Switzerland.

"Swiss Withholding Tax" means taxes imposed under the Swiss Withholding Tax Act.

"Swiss Withholding Tax Act" means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Transaction Document.

"Tax Payment" means either the increase in a payment made by an Obligor to the Lender under Clause 12.1 (Tax gross-up) or a payment under Clause 12.2 (Tax indemnity).

"Total Corporate Sources" means in relation to any period, the aggregate of:

(a)the revenues of the Group from the sale of hydrocarbons;

(b)the expected income from hedges over;

(c)the cash balance as at the first day of that period; and

(d)the available Maximum Commitment; and

(e)any other available committed source of capital.

"Total Corporate Uses" means in relation to any period, the aggregate of all the cash costs of the Group, including any operating costs, selling expenses, structure costs, capital expenditure, taxes and any debt service.

"Trafigura Account" means the account nominated by the Lender into which Escrow Transfers shall be made pursuant to this Agreement and the Escrow Agreement.

"Transaction Documents" means the Finance Documents, each Commercial Contract and any other document designated as a "Transaction Document" by the Lender and any Obligor.

"Utilisation Request" means a notice substantially in the relevant form set out in Schedule 3 (Form of Utilisation Request).

"VAT" means value added tax as provided for in the Value Added Tax Act 1994 and any other Tax of a similar nature and the analogous Taxes in any other Relevant Jurisdictions (including any value added tax or sales tax in Colombia).

(b)the representations and warranties contained in the Transaction Documents are true and not misleading as of the date of this Utilisation Request and will remain true on the Utilisation Date.

(i)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Lender) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR was available.

For this purpose the Central Bank Rate Spread means, in relation to a RFR Banking Day, the difference expressed as a percentage rate (per annum) calculated by the Lender between:

(a)the RFR for that RFR Banking Day; and

(b)the Central Bank Rate prevailing at close of business on that RFR Banking Day.

(a)the RFR for that RFR Banking Day; or

(b)if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

(i)the Central Bank Rate for that RFR Banking Day; and

(ii)the applicable Central Bank Rate Adjustment; or

(c)if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:

(i)the most recent Central Bank Rate for a day which is no more than 5 RFR Banking Days before that RFR Banking Day; and

(a)the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and

RFR    The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

(b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Lender, taking into account the capabilities of any software used for that purpose) calculated as set out below:

"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Lender, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

The "Cumulative Compounded RFR Rate" for any Interest Period for a Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 5 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

1We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

** Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the Auditors. To be agreed with the Guarantor's auditor's prior to signing the Agreement.

(a)A copy of a resolution of the managing officers of each of the Borrowers approving the terms of, and the transactions contemplated by, this Deed and authorising a specified person or persons to execute this Deed on its behalf.

(b)An Addendum to the legal opinion of Chabrier Avocats SA (in agreed form and addressed to the Lender) confirming that the opinions and qualifications made in the initial legal opinion issued by Chabrier Avocats SA on March 21, 2023 regarding the same subject matter remain unaltered and are confirmed.

(a)A copy of any other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified any Borrower accordingly), including in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

(b)Evidence that the fees, costs and expenses then due and payable by any Borrower have been paid or will be paid by the first Utilisation Date.