Exhibit 10.1

Execution Version

DEED OF AMENDMENT AND RESTATEMENT

IN RESPECT OF THE PREPAYMENT ADDENDUM DATED 24 OCTOBER 2025

dated 12 February 2026

between

GRAN TIERRA ENERGY COLOMBIA GMBH
GRAN TIERRA OPERATIONS COLOMBIA GMBH
GRAN TIERRA ENERGY ECUADOR 1 GMBH
and

GRAN TIERRA ENERGY ECUADOR 2 GMBH

as Sellers

and

TRAFIGURA PTE LTD and

TRAFIGURA MARKETING COLOMBIA S.A.S.

as Buyers

CONTENTS

Page

SCHEDULES

THIS DEED (this “Deed”) is made as a deed and is dated 12 February 2026 and made between:

RECITALS

IT IS AGREED as follows:

Terms defined in the Amended and Restated Prepayment Agreement shall, unless otherwise defined in this Deed or a contrary intention appears, have the same meaning when used in this Deed (including in the Recitals above, and regardless of whether the Effective Date has occurred) and the following terms shall have the following meanings:

“Amended and Restated Prepayment Agreement” means the Existing Prepayment Addendum as amended and restated in accordance with this Deed in the form set out in Schedule 2 (Amended and Restated Prepayment Agreement).

“Amendment and Restatement Documents” means each of:

“Effective Date” means the date on which the Buyers’ Agent has notified the Sellers’ Agent that it has received the documents specified in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Buyers, in accordance with Clause 2 (Effective Date).

“Existing Security Documents” means, collectively, the following security agreements (as amended, supplemented or otherwise modified from time to time) governed by Colombian law, each entered into on 16 April, 2025:

“Party” means a party to this Deed.

“Termination Agreements” means the termination and release agreements to be entered into between the parties in respect of each Existing Security Document pursuant to which such parties shall (i) terminate such Existing Security Documents (ii) release in full the Security created thereunder; and (iii) effect the cancellation of any related registrations in the Registro de Garantías Mobiliarias.

The provisions of clause 1.2 (Construction) of the Amended and Restated Prepayment Agreement shall apply to this Deed with references to Clauses and Schedules deemed to be references to clauses and schedules of this Deed unless otherwise specified.

The provisions of clause 1.4 (Third party rights) of the Amended and Restated Prepayment Agreement shall apply to this Deed.

Each Party executes this Deed in each capacity in which it is a party to this Deed, the Existing Prepayment Addendum and the Amended and Restated Prepayment Agreement.

The Sellers and the Buyers hereby designate this Deed a “Prepayment Document” for the purposes of the Amended and Restated Prepayment Agreement, on and from the Effective Date.

The Buyers’ Agent shall notify the Sellers’ Agent promptly when it has received the documents and evidence specified in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Buyers.

With effect from (and including) the Effective Date:

With effect on and from the Effective Date, each Additional Seller shall:

With effect on and from the Effective Date, the Additional Buyer shall:

On and from the Effective Date, each Advance then outstanding under the Existing Prepayment Addendum shall be deemed to have been made under and in accordance with the terms of the Amended and Restated Prepayment Agreement without the need to remake the same.

The Buyers confirm that the Agent (acting on behalf of the Prepayment Facility Lenders) has consented to the amendment and restatement of the Existing Prepayment Addendum on the terms set out in this Deed.

Each Seller makes the representations and warranties set out in clause 17 (Representations) of the Amended and Restated Prepayment Agreement to the Buyer and to the Prepayment Facility Lenders (acting through the Buyer) for itself and in respect of the Guarantor on the date of this Deed, and on the Effective Date by reference to the facts and circumstances then existing.

Nothing in this Deed shall constitute a waiver or release of any right or remedy of the Original Buyer under the Prepayment Documents, nor otherwise prejudice, any right or remedy of the Original Buyer under the Existing Prepayment Addendum or any other Prepayment Document.

Each Seller agrees that it shall promptly, upon the request of the Buyers, execute and deliver at its own expense any document and do any act or thing in order to give effect to any of the Amendment and Restatement Documents.

In accordance with clause 16.2 (Amendment Costs) of the Amended and Restated Prepayment Agreement, the Sellers shall within 15 Business Days of demand reimburse the Buyers for the amount of all costs and expenses (including pre agreed legal fees) reasonably incurred by the Buyers in relation to the negotiation, preparation, printing and/or execution of this Deed.

The provisions of clauses 1.5 (Joint and Several Liability of the Sellers), 15.5 (Stamp taxes), 26 (Notices), 28 (Partial invalidity), 29 (Remedies and waivers), 31 (Counterparts) and 34 (Enforcement) of the Amended and Restated Prepayment Agreement shall apply to this Deed as though those clauses were set out in this Deed, but as if references in those clauses to “this Agreement” and “Transaction Documents” were references to this Deed.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

THIS DEED has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

SCHEDULE 1

CONDITIONS PRECEDENT

An original of each of the Amendment and Restatement Documents, duly executed by each of the parties thereto.

The original Promissory Notes (pagarés) issued by GTEC and GTOC in favour of Trafigura PTE, together with the corresponding letter of instructions (carta de instrucciones), in each case duly executed by the relevant issuer and delivered to Trafigura PTE, and valid, binding and enforceable under Colombian law and providing executive title (mérito ejecutivo) in Colombia.

The Sale and Purchase Agreements in respect of the Assets, duly executed by the parties thereto and on terms satisfactory to the Buyer.

A certificate issued by an authorised signatories of GTEC and GTOC, dated on or following the date of this Deed, certifying that:

A letter from Gallagher, as the Sellers’ insurance broker, dated on or following the date of this Deed and addressed to the Buyer, listing the required insurance policies of the Group and confirming that:

SCHEDULE 2

AMENDED AND RESTATED PREPAYMENT AGREEMENT

DATED 24 OCTOBER 2025 AND AS AMENDED AND RESTATED ON THE AMENDMENT AND RESTATEMENT EFFECTIVE DATE

PREPAYMENT AGREEMENT

EXECUTION VERSION

	Reed Smith LLP
	1 Blossom Yard
	London
	E1 6RS
	UK
	+44 (0)20 3116 3000
	Fax +44 (0)20 3116 3999
	reedsmith.com

CONTENTS

CLAUSE

SCHEDULE

CONTENTS PAGE 1

THIS PREPAYMENT AGREEMENT (this ‘Agreement’) is made on the 24 day of October 2025 and is amended and restated on the Amendment and Restatement Effective Date (as defined below)

BETWEEN:

(GTEC, GTOC, GTEE1 and GTEE2 together being the ‘Sellers’ and each a ‘Seller’),

RECITALS:

IT IS AGREED as follows:

In this Agreement:

‘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 Buyers), other than Qualifying Banks, of each of the Sellers 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.

‘ABR’ means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate or (c) the Floor.

‘Accounting Reference Date’ means 31 December.

‘Advance’ means the aggregate of the following once made, and each an ‘Advance’:

‘Advance Date’ means the date on which an Advance is or will be made.

‘Advance Payment Costs’ means all amounts, liabilities and obligations of Trafigura PTE under or in connection with the Prepayment Facility Agreement (in the form as executed on the Signing Date and without taking into account any subsequent amendments (the ‘Executed Prepayment Facility Agreement’)) which would be payable or repayable by Trafigura PTE but for the terms of any provisions in the Executed Prepayment Facility Agreement either limiting recourse to Trafigura PTE or conditioning the payment obligations of Trafigura PTE in respect of such amounts, liabilities and obligations to receipt by Trafigura PTE of such amounts, liabilities and obligations from the Sellers under this Agreement (including in respect of fees, break costs, cost of funds, indemnity payments, increased costs, preservation of rights or enforcement costs and mandatory prepayment events specified in the Executed Prepayment Facility Agreement).

‘Advance Reimbursement Amount’ means, for any Relevant Period, the amount set out opposite the date at the end of such Relevant Period in the column entitled ‘Advance Reimbursement Amount’ in the then prevailing Advance Reimbursement Schedule.

‘Advance Reimbursement Schedule’ means the schedule of Advance Reimbursement Amounts for each Relevant Period set out in Schedule 3 (Advance Reimbursement Schedule) as the same may be replaced pursuant to and in accordance with each Advance Request.

‘Advance Request’ means a notice substantially in the form set out in Schedule 2 (Form of Advance Request).

‘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.

‘Agent’ means Banco Santander S.A. in its capacity as agent for and on behalf of the Prepayment Facility Lenders under the Prepayment Finance Documents.

‘Agent Account’ means the following account:

‘Amendment and Restatement Agreement’ means the deed of amendment and restatement dated 12 February 2026 between, amongst others, each Buyer and each Seller pursuant to which this Agreement is amended and restated.

‘Amendment and Restatement Effective Date’ means the ‘Effective Date’ as defined under the Amendment and Restatement Agreement.

‘Annual Budget’ means each budget relating to the Assets of a Seller for each Financial Year as delivered by the relevant Seller to the Buyers’ Agent pursuant to Clause 18.4 (Information: Fields) in a form acceptable to the Buyers’ Agent.

‘Annual Financial Statements’ has the meaning given to that term in Clause 18.1(a) (Financial statements).

‘Anti-Corruption Laws’ means:

‘Anti-Money Laundering Laws’ means any applicable laws or regulations in any jurisdiction in which any member of the Group is located or doing business that relate to money laundering and terrorism financing, any predicate crime to money laundering, any financial record keeping and reporting requirements related thereto, including, without limitation, the Organic Law of 17 February 2021 No. 392 ‘On Amendments to the Comprehensive Organic Criminal Code in Relation to Anti-Corruption’ of the Republic of Ecuador, and Law 599 of 2000 ‘Colombian Penal Code’ of the Republic of Colombia.

‘Applicable Accounting Principles’ means, with respect to the Guarantor, GAAP, as in effect from time to time in the United States and as applicable to the Guarantor on a basis consistent with the financial statements of the Guarantor most recently delivered pursuant to Clause 18.1 (Financial statements).

‘Applicable Rate’ means the sum of the Term SOFR during the corresponding Surcharge Period and the Margin.

‘Assets’ means each of:

and in each case, from which Product shall be sold and delivered by the relevant Seller to the relevant Buyer(s) under the applicable Sale and Purchase Agreement, together with the rights over the Concession Agreements and the wells, equipment, records, operator contracts and production sharing contracts in connection therein, inventory, indexed inventory, included pipelines and any integrated facilities, terminals or operational complex.

‘Auditors’ means the certified public accounting firm(s) engaged to audit the financial statements of each of the Sellers.

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

‘Availability Period’ means:

‘Available Upsize Accordion Advance Amount’ means the Upsize Accordion Advance Amount less the aggregate amount of any Upsize Accordion Advances that have been made or (if applicable) are due to be made prior to the proposed Advance Date (to the extent not cancelled or reduced under this Agreement).

‘Available Upsize Advance Amount’ means the Maximum Upsize Advance Amount less the aggregate amount of any Upsize Advances that have been made or (if applicable) are due to be made prior to the proposed Advance Date (to the extent not cancelled or reduced under this Agreement).

‘Benchmark’ means, initially, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR or the then Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Clause 13 (Inability To Determine Rates; Benchmark Replacement).

‘Benchmark Replacement’ means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Buyers’ Agent and the Sellers giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Prepayment Documents.

‘Benchmark Replacement Adjustment’ means, with respect to any replacement of the then-current Benchmark with an unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Buyers’ Agent and the Sellers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement for Dollar-denominated credit facilities at such time.

‘Benchmark Replacement Date’ means the earliest to occur of the following events with respect to the then-current Benchmark:

representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such paragraph (c) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date,

for the avoidance of doubt, the ‘Benchmark Replacement Date’ will be deemed to have occurred in the case of paragraph (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current available tenors of such Benchmark (or the published component used in the calculation thereof).

‘Benchmark Transition Event’ means the occurrence of one or more of the following events with respect to the then-current Benchmark:

for the avoidance of doubt, a ‘Benchmark Transition Event’ will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current available tenor of such Benchmark (or the published component used in the calculation thereof).

‘Benchmark Unavailability Period’ means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Clause 13 (Inability To Determine Rates; Benchmark Replacement) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Prepayment Document in accordance with Clause 13 (Inability To Determine Rates; Benchmark Replacement).

‘Bonds’ means:

‘Break Costs’ means the amount (if any) by which:

exceeds:

‘Business Day’ means a day (other than a Saturday or Sunday) on which banks are open for general business in Madrid, Spain, London, United Kingdom, New York City, United States and Bogotá, Colombia.

‘Buyer Assignment Agreement’ means the assignment agreement over the Trafigura PTE’s rights, title and interest in and to the Transaction Documents entered into between Trafigura PTE and the Security Agent.

‘Buyers’ Agent’ means the party appointed in accordance with Clause 1.7 to act as agent of the Buyers.

‘Cargo Payment Date’ means each date on which payment of the Purchase Price for any Delivery is due to a Seller from a Buyer in accordance with a Sale and Purchase Agreement.

‘Cash Flow Forecast’ means the cash flow forecast delivered by the Sellers pursuant to Clause 18.4(g) (Information: Fields).

‘Change of Control’ means an event or series of events by which (or which results in):

(a)

For the purposes of paragraph (a)(i), subsidiary means, with respect to any person (the ‘parent’) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with Applicable Accounting Principles as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

‘Chevron GT&Cs’ means the general provisions for FOB sales dated 2014 (Version 2) of Chevron Products Company, a division of Chevron USA Inc.

‘Colombian Asset’ means each of the following oil blocks owned by the applicable Seller(s) and located onshore in Colombia:

‘Commercial Dispute’ means a bona fide dispute between a Seller and a Buyer in relation to any, contractual or non-contractual, right, obligation or other provision of any Party howsoever arising in connection with this Agreement or any other Transaction Document.

‘Compliance Certificate’ means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate).

‘Concession Agreements’ means:

and which grants the exploration rights over, and in respect of, each of the Assets.

‘Conforming Changes’ means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of ‘Business Day’, the definition of ‘U.S. Government Securities Business Day’, the definition of ‘Settlement Date’, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Buyers’ Agent decide may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Buyers’ Agent in a manner substantially consistent with market practice (or, if the Buyers’ Agent decide that adoption of any portion of such market practice is not administratively feasible or if the Buyers’ Agent determine that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Buyers’ Agent decide is reasonably necessary in connection with the administration of this Agreement and the other Prepayment Documents).

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

‘Debt Service Amount’ means, at any time, the Advance Reimbursement Amount, Surcharge Amount, fees and any other amounts which are outstanding and payable at such time under the Prepayment Documents.

‘Deduction Amount’ means, on any Cargo Payment Date, the amount equal to the aggregate of:

‘Deduction Waterfall’ has the meaning given to that term in Clause 7.3(b) (Discharge by way of Delivery).

‘Default’ means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under any Transaction Document or any combination of any of the foregoing, as applicable) be an Event of Default.

‘Delivery’ means the delivery of Product by a Seller to a Buyer under and in accordance with the terms of a Sale and Purchase Agreement and ‘Delivers’ and ‘Delivered’ shall be construed accordingly.

‘Delivery Schedule’ means the schedule for Deliveries as set out in Schedule 3 (Advance Reimbursement and Delivery Schedule).

’Development Plan’ means each development programme for the development of each of the Fields comprising the Ecuadorian Assets as delivered to the Trafigura PTE as a condition precedent to the Initial Advance or pursuant to Clause 18.4 (Information: Fields), containing financial projections and forecasts in respect of the Fields comprising the Ecuadorian Assets in a form that is acceptable to the Buyers.

‘Dispute’ has the meaning given to that term in Clause 34.1(a) (Jurisdiction).

‘Disruption Event’ means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

‘Distressed Event’ means any circumstance constituting an Event of Default under any of Clause 21.2 (Non-payment), Clause 21.5 (Cross default), Clause 21.6 (Insolvency), Clause 21.7 (Insolvency Proceedings) or Clause 21.8 (Creditors’ Process).

‘Distribution’ means, in relation to each Seller or, as applicable, the Guarantor:

‘Due Amount’ has the meaning given to that term in Clause 7.3(b) (Discharge by way of Delivery).

‘Ecuadorian Asset’ means each of the following oil blocks owned by a Seller or Sellers and located onshore Ecuador:

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

‘Environmental and Social Claim’ means any claim, proceeding or investigation by a person in respect of an Environmental Law or a Social Law or an environmental and social agreement between a Seller and another person.

‘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 which relates to:

‘Environmental Permit’ 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 a Seller conducted on or from the properties owned or used by a Seller.

‘Equity Interests’ means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

‘Event of Default’ means any event or circumstance specified as such in Clause 21 (Events of Default).

‘Federal Funds Rate’ shall mean for any day, the rate per annum (expressed, as a decimal) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the relevant Buyer on such day on such transactions as determined by the Buyers’ Agent.

‘Fee Letter’ means:

‘Field’ means each production concession comprising the Assets.

‘Final Discharge Date’ means the date on which:

‘Final Maturity Date’ means the earlier of:

‘Financial Indebtedness’ means any indebtedness for or in respect of:

‘Financial Model’ means the financial model delivered to the Buyers’ Agent as a condition precedent pursuant to Section 5.3 of Schedule 1 (Conditions Precedent to the Initial Advance), as updated from time to time including in accordance with Clause 18.4(i) (Information: Fields).

‘Financial Year’ means, in respect of each Seller, the annual accounting period ending on or about 31 December in each year.

‘First Currency’ has the meaning given to that term in Clause 16.4(a)(Currency Indemnity).

‘Floor’ means a rate of interest equal to 0%.

‘Force Majeure Event’ means any of the events listed in Article 51 of the Chevron GT&Cs.

‘Group’ means:

‘Group Structure Chart’ means the group structure chart showing:

and indicating whether the relevant company is or not a company with limited liability (including whether it is a joint stock company and/or a limited liability partnership);

‘GTEC CI’ means Gran Tierra Energy CI GmbH, a limited liability company organized under the laws of Switzerland.

‘Guarantee’ means the deed of guarantee dated on or about the Signing Date and made between the Guarantor and Trafigura PTE as replaced on and from the Amendment and Restatement Effective Date by the deed of guarantee dated on or about the Amendment and Restatement Effective Date between the Buyers and the Guarantor.

‘Guarantor’ means Gran Tierra Energy Inc. a company incorporated under the laws of the State of Delaware with its corporate office at 500 Centre Street SE Calgary Alberta Canada T2G 1A6.

‘Hedging Policy’ means the Sellers’ hedging policy describing the hedging arrangements to be complied with by the Sellers in accordance with this Agreement as set out in Schedule 4 (Hedging Policy).

‘Holding Company’ means, in relation to a person, any other person in respect of which it is a Subsidiary.

‘IFRS’ means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

‘Indenture’ means the Indenture dated as of October 20, 2023, among the Guarantor, as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, as in effect on the Signing Date (without giving effect to any subsequent amendments, supplements, waivers or modifications thereto).

‘Initial Advance’ has the meaning given to that term in Clause 3.1 (The Initial Advance).

‘Invoice’ means an invoice issued by a Seller to a Buyer with respect to the Purchase Price of Product Delivered or to be Delivered under a Sale and Purchase Agreement(and in accordance with the terms of the relevant Sale and Purchase Agreement).

‘Legal Reservations’ means the principle that 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 Trafigura PTE pursuant to Schedule 1 (Conditions Precedent to the Initial Advance) or to the Buyers pursuant to Schedule 1 (Conditions Precedent) to the Amendment and Restatement Agreement.

‘Margin’ means:

‘Material Adverse Effect’ means any event or circumstance which, in the opinion of the Buyers:

‘Maximum Initial Advance Amount’ means, at any time, USD 150,000,000.

‘Maximum Upsize Advance Amount’ means, at any time, USD 175,000,000.

‘Non-Bank Rules’ means, together, the 10 Non-Bank Rule and the 20 Non-Bank Rule.

‘Obligor’ means a Seller or the Guarantor.

‘OFAC’ means the Office of Foreign Assets Control of the US Department of Treasury.

‘Original Financial Statements’ means:

‘Original Jurisdiction’ means:

‘Outstanding Amount’ means, at any time, an amount equal to the aggregate outstanding principal amount of the Advances at such time.

‘Party’ means a party to this Agreement.

‘Permitted Disposal’ means any sale, lease, licence, assignment, transfer or other disposal by an Obligor which is on arm’s length terms (a ‘Disposal’):

provided that, save as provided for in paragraphs (d) and (e) above, any Disposal of any Asset (or any part thereof) shall not be a Permitted Disposal.

‘Permitted Financial Indebtedness’ means Financial Indebtedness:

provided that, for the avoidance of doubt, Financial Indebtedness incurred under any prepayment facility or arrangements entered into in respect of any Asset (other than pursuant to this Agreement) shall not be Permitted Financial Indebtedness.

‘Permitted Indenture Payment’ means any Distribution, Restricted Payment (as defined in the Indenture), dividend, redemption, repurchase or other payment that is permitted to be made pursuant to Section 4.1(h) of the Indenture as in effect on the Signing Date.

‘Permitted Lien’ means any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group.

‘Permitted Security’ means:

‘Permitted Transaction’ means:

provided that, for the avoidance of doubt, any Disposal of any Asset shall not be a Permitted Transaction.

‘Prepayment Documents’ means:

‘Prepayment Facility Agreement’ means the limited recourse prepayment facility agreement dated on or about the Signing Date between, amongst others, Trafigura PTE as borrower, the Agent as agent, the Security Agent and the Prepayment Facility Lenders.

‘Prepayment Facility Lenders’ means the banks and financial institutions listed in schedule 1 (The Original Lenders) to the Prepayment Facility Agreement and each other bank and financial institution party thereto from time to time as lenders.

‘Prepayment Finance Documents’ has the meaning given to the term ‘Finance Documents’ in the Prepayment Facility Agreement.

‘Prime Rate’ means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

‘Product’ means crude oil produced from the Assets (or such other crude oil produced at non-Asset production in the circumstances set out in Clause 7.3(e) (Discharge by way of Delivery)) and Delivered pursuant to a Sale and Purchase Agreement.

‘Promissory Note’ means a blank promissory note with instructions letter (pagaré en blanco con carta de instrucciones) governed by Colombian law, executed by GTEC and GTOC, substantially in the form set out at Schedule 6 (Form of Promissory Note).

‘Purchase Price’ means, for any Cargo Payment Date, the amount payable under the applicable Sale and Purchase Agreement on such Cargo Payment Date as stated in the applicable Invoice.

‘Qualifying Bank’ means:

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.

‘Quasi-Security’ has the meaning given to that term in Clause 20.15 (Negative Pledge).

‘RBL Credit Agreement’ means the reserve base lending credit agreement dated 16 April 2025 entered into by GTEC as borrower.

‘Relevant Governmental Body’ means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

‘Relevant Jurisdiction’ means, in relation to each Obligor:

‘Relevant Market’ means the market for overnight cash borrowing collateralised by US Government securities.

‘Relevant Period ‘ means each successive two (2) month period ending on each Relevant Period End Date provided that (a) the first Relevant Period shall commence on the first Advance Date and end on the next succeeding Relevant Period End Date and (b) the last Relevant Period shall end on the Final Maturity Date.

‘Relevant Period End Date’ means the last Business Day of each Relevant Period.

‘Repeating Representations’ means each of the representations set out in Clause 17.2 (Status) to Clause 17.7 (Governing law and enforcement), Clause 17.11 (No default), Clause 17.12 (No misleading information), each of the representations set out in Clause 17.13 (Financial Statements) to Clause 17.15 (Pari passu ranking) to Clause 17.17 (Environmental laws), Clause 17.20 (Anti-Corruption law) Clause 17.21 (Sanctions), Clause 17.22 (Security and Financial Indebtedness), each of the representations set out in Clause 17.23 (Good title to assets) to Clause 17.24 (Sale and Purchase Agreements), Clause 17.27 (Ownership and control of the Sellers), Clause 17.29 (Centre of Main Interests) and Clause 17.30 (First Ranking Security).

‘Reserves Report’ means a report in form and substance acceptable to the Buyers, prepared and delivered by the Sellers, addressed to and/or capable of being relied upon by the Buyers, and which shall contain Proven Reserves (1P reserves), Proven plus Probable

Reserves (2P reserves) and Proven Produced Producing Reserves (PDP) before Proven 1P reserves, with sub-categories where applicable and contingent resources.

‘Sale and Purchase Agreement’ means each of:

‘Sanctioned Country’ means, at any time, a country or territory which is the target or subject of Sanctions (as of the Signing Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria, but subject to such changes as take place over time).

‘Sanctioned Persons’ means any person (companies, entities or individuals) that is:

‘Sanctions’ means:

‘Sanctions Authority’ means:

‘Sanctions List’ means any of the lists of specifically designated nationals or designated persons or entities (or equivalent held or maintained by any Sanctions Authority) or a public announcement or a designation made by a Sanctions Authority, including without limitation:

each as amended, supplemented or substituted from time to time.

‘Second Currency’ has the meaning given to that term in Clause 16.4(a) (Currency Indemnity).

‘Secured Obligations’ means all present and future liabilities and obligations at any time due, owing or incurred by any Obligor to the Buyers under the Prepayment Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity up to an aggregate amount of $200,000,000.

‘Security’ means a mortgage, charge, pledge, lien, assignment by way of security, retention of title provision, trust or flawed asset arrangement (for the purpose of, or which has the effect of, granting security) or other security interest securing any obligation of any person or any other agreement or arrangement in any jurisdiction having a similar effect.

‘Security Agent’ means Banco Santander S.A. in its capacity as security trustee under the Prepayment Finance Documents.

‘Security Document’ means each of the following documents which secure the Secured Obligations:

‘Sellers’ Agent’ means the party appointed in accordance with Clause 1.6 to act as agent of the Sellers.

‘Settlement Date’ means, in relation to an Advance, the last day of each Surcharge Period as determined in accordance with Clause 14.1 (Surcharge Periods).

‘Shortfall Amount’ has the meaning given to that term in Clause 7.1(b) (Reimbursement or Discharge of Advance and Shortfalls).

‘Signing Date’ means 24 October 2025.

‘Social Law’ means any law, rule or regulation (including international treaty obligations) having the force of law and applicable in respect of any member of the Group and any country in which such member of the Group carries out business activities concerning (i) labour, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage, (ix) all other laws, rules and regulations providing for the protection of employees and citizens.

‘SOFR Administrator’ means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

‘Subordination Agreement’ means the subordination agreement dated on or about the Signing Date, entered into by GTEC (as debtor), the Guarantor (as subordinated creditor) and Trafigura PTE.

‘Subsidiary’ means any person (referred to as the ‘first person’) in respect of which another person (referred to as the ‘second person’):

and, for the purposes of this definition, a person shall be treated as a member of another person if any of that person’s Subsidiaries is a member of that other person or if any shares in that other person are held by a person acting on behalf of it or any of its Subsidiaries.

‘Sum’ has the meaning given to that term in Clause 16.4(a) (Currency Indemnity).

‘Surcharge Amount’ means, the amount equal to (i) the average Outstanding Amount during a Surcharge Period, multiplied by (ii) the Applicable Rate, multiplied by (iii) the number of days in that Surcharge Period, divided by (iv) three hundred and sixty (360).

‘Surcharge Period’ means, in relation to an Advance, each period determined in accordance with Clause 14 (Surcharge Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 19.5 (Default Interest).

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

‘Swiss GAAP FER’ means the generally accepted accounting principles in Switzerland as recommended by the Foundation for Accounting and Reporting Recommendations (Stiftung für Fachempfehlungen zur Rechnungslegung).

‘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 any Seller that is 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 (including VAT), 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 Deduction’ has the meaning given to that term in Clause 15.1 (Tax Gross-Up and Indemnities).

‘Term SOFR’ means:

‘Transaction Documents’ means:

‘Treasury Transactions’ means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

‘Unpaid Sum’ means any sum due and payable but unpaid by any Obligor under this Agreement (including, for the avoidance of doubt, any Shortfall Amount).

‘Upsize Accordion Advance’ has the meaning given to that term in Clause 3.3 (Upsize Accordion Advances).

‘Upsize Accordion Advance Amount’ means USD 25,000,000.

‘Upsize Accordion Advance Condition’ means the Prepayment Facility Lenders have notified Trafigura PTE in writing that they have transferred or otherwise de-risked (by means of sub-participation or otherwise) their commitments under the Prepayment Facility Agreement by at least USD 100,000,000 in aggregate.

‘Upsize Accordion Advance Effective Date’ has the meaning given to that term in Clause 3.3 (Upsize Accordion Advances).

‘Upsize Advance’ has the meaning given to that term in Clause 3.2 (Upsize Advances).

‘US’ or ‘United States’ means the United States of America.

‘U.S. Government Securities Business Day’ means any day other than:

‘VAT’ means:

$, USD, US$ and Dollar denote the lawful currency for the time being of the United States of America.

Unless expressly provided to the contrary in this Agreement a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

Notwithstanding any other provision of this Agreement, the obligations of the Sellers under this Agreement are joint and several. Each Seller will continue to be bound by the Prepayment 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 Buyers or any other person. At any time after any Seller has failed to pay on or before its due date an

amount due from it under any Prepayment Document, each Buyer is entitled to treat any or all of the accounts of any or all of the Sellers as if they were one account for the purposes of set-off. The Buyers may release any Seller 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 rights of the Buyers against the other Sellers.

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

and in each case each Buyer shall be bound as though that Buyer itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Subject to the terms of this Agreement, the Buyers shall make available to GTEC one advance in an aggregate amount not exceeding the Maximum Initial Advance Amount during the Initial Availability Period (the ‘Initial Advance’).

Subject to the terms of this Agreement, the Buyers shall make available to the Seller specified in the relevant Advance Request advances in an aggregate amount not exceeding the Maximum Upsize Advance Amount during the Upsize Advance Availability Period (each an ‘Upsize Advance’).

Subject to Clause 5.1 (Initial conditions precedent), the Buyers will only be obliged to comply with Clause 6.4 (Making the Advances) if on the date of the relevant Advance Request and on the proposed Advance Date:

Notwithstanding any term of this Agreement, each Party confirms and acknowledges that Trafigura PTE shall have sole and unlimited discretion in selecting which Buyer shall fund and make each Advance.

Subject to the terms of this Agreement, the Sellers may request an Advance by delivery to the Buyers’ Agent of a duly completed Advance Request at least:

If the applicable conditions set out in this Agreement have been met, the Buyers’ Agent shall countersign the Advance Request and the relevant Buyer(s) shall make an Advance to the Sellers on the Advance Date which is specified in the relevant Advance Request to the bank account specified in the relevant Advance Request.

The Sellers shall Deliver Product to the Buyers in accordance with the terms of the Sale and Purchase Agreements in sufficient quantities and at such times as shall be necessary to discharge the Advance Reimbursement Amount and settle all Surcharge Amount payable to the Buyers from the Sellers for each Relevant Period under this Agreement, in each case on or before the dates required for discharge or payment thereof pursuant to the Advance Reimbursement Schedule and the terms of this Agreement.

the Sellers may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Buyers’ Agent notice of cancellation of any obligation of the Buyers to make the Advance and its intention to procure the reimbursement of the Advance made to it.

If, at any time, (i) it is or will become unlawful in any applicable jurisdiction for a Buyer to perform any of its obligations as contemplated by any Transaction Document or to fund or maintain the Advance or it is or will become unlawful in an jurisdiction for any Prepayment Facility Lender or any Affiliate of any Prepayment Facility Lender to fund or maintain its

participation in any loan made or to be made under the Prepayment Facility Agreement that is applied to finance the Advance or (ii) any member of the Group is or becomes a Sanctioned Person, the Buyers’ Agent shall promptly notify the Sellers upon becoming aware of that event and upon the Buyers’ Agent so notifying the Sellers:

If a Change of Control occurs:

‘Asset Sale’ means a Disposal by a Seller of any Asset (or part thereof) (in each case, whether by voluntary or involuntary single transaction or series of transactions); and

‘Relevant Reimbursement Date’ means, in relation to any Asset Sale, the date of receipt by a Seller of the consideration (or any part thereof) payable in respect of such Asset Sale.

Any notice of reimbursement, authorisation or other election given by the Sellers under Clause 8 (Voluntary reimbursement) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant reimbursement is to be made and the amount of that reimbursement.

Any reimbursement under Clause 8 (Voluntary reimbursement) or Clause 9 (Mandatory reimbursement and cancellation) shall be made together with accrued Surcharge Amount on the amount reimbursed and any amount due in connection with such reimbursement under Clause 16.5 (Other indemnity) but without premium or penalty.

The Sellers shall not discharge or reimburse all or any part of the Advance except at the times and in the manner expressly provided for in this Agreement.

Any reimbursement of the Advance made under Clause 8 (Voluntary reimbursement) or Clause 9 (Mandatory reimbursement and cancellation) shall be applied to the then outstanding Advance Reimbursement Amounts on a pro rata basis.

(Commitment fee) (as applicable) 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

the Buyers’ Agent will promptly, but in no event later than three (3) Business Days, notify the Sellers. Upon notice thereof by the Buyers’ Agent to the Sellers, any obligation of the Buyers to make Advances shall be suspended until the Buyers’ Agent revoke such notice.

(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Buyers’ Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Buyers may modify the definition of ‘Surcharge Period’ (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to paragraph (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Buyers may modify the definition of ‘Surcharge Period’ (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

If a Surcharge Period would otherwise end on a day which is not a Business Day, that Surcharge Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

If two or more Surcharge Periods relate to the Advances and end on the same date, the Advances will be consolidated into, and treated as, a single Advance on the last day of the relevant Surcharge Period.

In this Agreement:

‘Tax Deduction’ means a deduction or withholding for or on account of Tax from a payment under this Agreement (including, for the avoidance of doubt, any commitment fee payable under this Agreement).

Unless a contrary indication appears, in this Clause 15 a reference to ‘determines’ or ‘determined’ means a determination made in the absolute discretion of the person making the determination.

The Sellers shall pay and, within three (3) Business Days of demand, indemnify each Buyer against any cost, loss or liability that Buyer incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement (even if by law that Buyer is required to pay any such stamp duty, registration or other similar Tax amounts itself directly). If a Buyer is required to make payment in respect of any such stamp duty, registration or other similar Tax, then the Sellers shall reimburse that Buyer in full in respect of such payment within three (3) Business Days of demand.

The Sellers shall promptly, and in any case within fifteen (15) Business Days of demand, pay the Buyers and the Agent the amount of all costs and expenses (including pre agreed legal fees and travel expenses) reasonably incurred by the Buyers and the Agent (for its account and for the account of the relevant Prepayment Facility Lenders) in connection with the negotiation, preparation, printing, execution and perfection of:

in each case, regardless of whether any such document is executed. For the avoidance of doubt, such costs and expenses in connection with the Prepayment Facility Agreement shall include the structuring fees, the Agent fees and the Security Agent fee (in each case, as defined or referred to in the Prepayment Facility Agreement).

If any Obligor requests an amendment, release, waiver or consent, that Obligor shall, within fifteen (15) Business Days of demand, reimburse the Buyers for the amount of all costs and expenses (including pre agreed legal fees) reasonably incurred by it in responding to, evaluating, negotiating or complying with that request or requirement.

The Sellers shall, within five (5) Business Days of demand, pay to the Buyers 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 the Transaction Documents and any proceedings instituted by or against any Buyer as a consequence of enforcing these rights.

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Buyer 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 that person at the time of its receipt of that Sum.

The Sellers shall, within five (5) Business Days of demand, indemnify each Buyer against any cost, loss or liability incurred by it (including any breakage cost and any such cost, loss or liability of that Buyer to its funders in connection with its funding of the Advance to the extent not compensated for under Clause 16.6 (Advance Payment Costs) below) as a result of:

The Seller shall, within fifteen (15) Business Days of demand, indemnify and pay to Trafigura PTE an amount equal to any Advance Payment Costs which have become payable pursuant to the Executed Prepayment Facility Agreement if Trafigura PTE has provided to the Seller written documentary evidence of such Advance Payment Costs.

Each Seller makes the representations and warranties set out in this Clause 17 to each Buyer and to the Prepayment Facility Lenders (acting through Trafigura PTE) for itself and in respect of the Guarantor.

Subject to the Legal Reservations:

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with:

have been obtained, effected, done, fulfilled or performed and are in full force and effect.

Subject to the Legal Reservations:

No:

has been taken or, to its knowledge, threatened in relation to it or any Obligor; and none of the circumstances described in Clause 21.6 (Insolvency) applies to it.

Subject to Clause 17.32 (Compliance with Non-Bank Rules), it is not required to make any deduction for or on account of Tax from any obligation it may discharge or any payment it may make under the Transaction Documents.

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 Trafigura PTE pursuant to Schedule 1 (Conditions Precedent to the Initial Advance) or to the Buyers pursuant to Schedule 1 (Conditions Precedent) to the Amendment and Restatement Agreement (including the registration of the Security Documents and cancellation of the Security entered into by any Seller pursuant to the RBL Credit Agreement, with the Registry of Liens over Movable Assets (Registro de Garantías Mobiliarias) and the notarization of the Promissory Notes) and which will be made or paid promptly after the date of the relevant Transaction Document, under the law of each Obligor’s Relevant Jurisdictions it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction 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.

Agreement or any other Transaction Document 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 to be provided.

Its obligations under the Transaction Documents to which it is a party 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.

No Environmental and Social Claim which has or is reasonably likely to have a Material Adverse Effect has been commenced or (to the best of its knowledge and belief) is threatened against it or any member of the Group.

engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with, or in, any Sanctioned Country.

other than Permitted Security.

Each Seller has the right to sell and transfer the Products to the relevant Buyer in accordance with the Sale and Purchase Agreements to which it is a party, and title to those Products will pass to the relevant Buyer free and clear of any Security or any other interest whatsoever.

relevant insurer to repudiate, rescind or cancel any such insurance or to treat it as avoided in whole or in part or otherwise decline any valid claim under it.

The Group Structure Chart delivered to Trafigura PTE pursuant to Clause 5.1 (Initial conditions precedent) is true, complete and accurate in all respects as at the Signing Date, and the Group Structure Chart delivered to the Buyers as a condition precedent to the Amendment and Restatement Effective Date is true, complete and accurate in all respects as at the Amendment and Restatement Effective Date.

Each Seller is a wholly-owned indirect Subsidiary of the Guarantor.

The Accounting Reference Date of each member of the Group is 31 December.

For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the ‘Regulation’), each Obligor’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and it has no ‘establishment’ (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

The Security granted by the Security Documents (once entered into) has first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

The undertakings in this Clause 18 remain in force from the Signing Date until the Final Discharge Date.

The Sellers shall supply to the Buyers’ Agent:

The Sellers must supply to the Buyers’ Agent:

The Sellers shall deliver to the Buyers’ Agent:

Unless such disclosure would constitute a breach of any applicable law or regulation, the Sellers shall supply to the Buyers’ Agent:

obliges any Buyer to comply with ‘know your customer’ or similar identification procedures under the Prepayment Facility Agreement or any other Prepayment Finance Documents in circumstances where the necessary information is not already available to it, each Seller shall promptly upon the request of the Buyers’ Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Buyers in order for the relevant Buyer to carry out and be satisfied it has complied with all necessary ‘know your customer’ or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Prepayment Facility Agreement and the other Prepayment Finance Documents.

The undertakings in this Clause 19 remain in force from the Signing Date until the Final Discharge Date.

‘Asset Coverage Ratio’ means the ratio at any time (the ‘Relevant Time’) of:

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

‘Coverage Ratio’ means each of the Asset Coverage Ratio and the Debt Service Coverage Ratio.

‘Debt Service Coverage Ratio’ means at any time (the ‘Relevant Time’) the ratio of:

with such ratio to be calculated in respect of each Relevant Period occurring during the applicable DSCR Period.

‘Minimum Asset Coverage Ratio’ means one hundred and fifty per cent (150%).

‘Minimum Coverage Ratio’ means each of the Minimum Asset Coverage Ratio and the Minimum Debt Service Coverage Ratio.

‘Minimum Debt Service Coverage Ratio’ means two hundred per cent (200%).

‘Semi-Annual Date’ means 31 March and 30 September each year.

‘Test Date’ has the meaning given to that term in Clause 19.3 (Test Dates):

The Sellers shall ensure that, until the Final Discharge Date, on each Test Date:

The Buyers shall be entitled to test compliance by the Seller with its Coverage Ratio obligations pursuant to this Clause 19 (Coverage Ratios) on any of the following dates (each a ‘Test Date’):

If at any time a Coverage Ratio is less than the relevant Minimum Coverage Ratio applicable to it (a ‘Coverage Ratio Shortfall Event’), the Buyers’ Agent shall notify the Sellers and the Sellers shall, on or before the date falling ten (10) Business Days after the relevant Test Date (or such later date as the Sellers and the Buyers’ Agent may agree) (the ‘Cure Period’), at its option, either:

so as to ensure that the relevant Coverage Ratio, if retested as at the relevant Test Date, but taking account of the actions above, would be in compliance with its obligations under Clause 19.2 (Minimum Coverage Ratios) as tested by reference to a Compliance Certificate delivered by the Sellers to the Buyers’ Agent not later than the last day of the Cure Period.

The undertakings in this Clause 20 remain in force from the Signing Date until the Final Discharge Date (unless expressly stated otherwise in this Clause 20).

Each Seller shall (and shall procure that the Guarantor shall) promptly obtain, comply with and do all that is necessary to maintain in full force and effect, any Authorisation required under any law or regulation of a Relevant Jurisdiction, to:

Each Seller shall comply in all respects with all laws (including in connection with the production, export, shipment or delivery of Product) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations (including its obligations to deliver Product) under the Transaction Documents.

Each Seller shall (and shall ensure that each other member of the Group shall):

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Each Seller shall, promptly upon becoming aware of the same, inform the Buyers’ Agent in writing of: