Execution Version

IFC Investment Number 31907

Common Terms Agreement

among

RECAUDO BOGOT SAS,

THE EXPORT - IMPORT BANK OF KOREA,

HSBC BANK USA, NATIONAL ASSOCIATION,

SHINHAN BANK,

WOORI GLOBAL MARKETS ASIA LIMITED,

HSBC BANK USA, NATIONAL ASSOCIATION,

as KEXIM Facility Agent,

INTERNATIONAL FINANCE CORPORATION,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Offshore Collateral Agent

NY:14541490.14
 TABLE OF CONTENTS

ARTICLE I Definitions and Interpretation......................................................................................2

Section 1.01 Definitions........................................................................................................2

Section 1.02 Financial Calculations....................................................................................41
Section 1.03 Interpretation..................................................................................................41
Section 1.04 Business Day Adjustment ..............................................................................42
Section 1.05 Senior Loan Agreements................................................................................42
Section 1.06 Rights and Obligations of Finance Parties.....................................................42

ARTICLE II Common Funding Provisions, Payments, Prepayments...........................................43

Section 2.01 The Senior Loans ...........................................................................................43

Section 2.02 Disbursement Procedure ................................................................................43
Section 2.03 Interest; Calculations .....................................................................................44
Section 2.04 [Reserved] ......................................................................................................44
Section 2.05 Repayment .....................................................................................................44
Section 2.06 Voluntary Prepayment ...................................................................................44
Section 2.07 Fees ................................................................................................................46
Section 2.08 Currency and Place of Payments ...................................................................46
Section 2.09 Allocation of Partial Payments ......................................................................47
Section 2.10 Suspension or Cancellation by Senior Lenders .............................................47
Section 2.11 Cancellation by the Borrower ........................................................................47
Section 2.12 Taxes ..............................................................................................................48
Section 2.13 Expenses ........................................................................................................49
Section 2.14 Application of Payments; Sharing .................................................................50
Section 2.15 Promissory Notes ...........................................................................................53

ARTICLE III Representations and Warranties..............................................................................54

Section 3.01 Representations and Warranties.....................................................................54

Section 3.02 Reliance..........................................................................................................60

ARTICLE IV Conditions of Disbursement ...................................................................................60

Section 4.01 Conditions of First Disbursement ..................................................................60

Section 4.02 Conditions of All Disbursements...................................................................64
Section 4.03 Borrowers Certification. ...............................................................................67
Section 4.04 Conditions for Senior Lenders Benefit. ........................................................67

ARTICLE V Covenants.................................................................................................................67

Section 5.01 Affirmative Covenants...................................................................................67

Section 5.02 Negative Covenants .......................................................................................73
Section 5.03 Reporting Requirements ................................................................................78

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 Section 5.04 Insurance ........................................................................................................82
Section 5.05 Annual Budget. ..............................................................................................84

ARTICLE VI Events of Default ....................................................................................................85

Section 6.01 Acceleration after Default..............................................................................85

Section 6.02 Events of Default ...........................................................................................86
Section 6.03 Bankruptcy.....................................................................................................90

ARTICLE VII Miscellaneous ........................................................................................................90

Section 7.01 Saving of Rights.............................................................................................90

Section 7.02 Notices ...........................................................................................................91
Section 7.03 English Language...........................................................................................94
Section 7.04 Term of Agreement........................................................................................94
Section 7.05 Applicable Law and Jurisdiction. ..................................................................94
Section 7.06 Successors and Assignees ..............................................................................96
Section 7.07 Amendments, Waivers and Consents ............................................................96
Section 7.08 Counterparts ...................................................................................................96
Section 7.09 No Third Party Beneficiaries. ........................................................................96
Section 7.10 No Reliance....................................................................................................97
Section 7.11 Indemnification; No Consequential Damages ...............................................97
Section 7.12 Complete Agreement. ....................................................................................98
Section 7.13 Reinstatement.................................................................................................98
Section 7.14 Survival. .........................................................................................................98
Section 7.15 Set-off. ...........................................................................................................99
Section 7.16 Intercreditor Matters. .....................................................................................99

ARTICLE VIII The Agents .........................................................................................................100

Section 8.01 Appointment and Duties of the Offshore Collateral Agent .........................100
Section 8.02 No Fiduciary Duties .....................................................................................100
Section 8.03 Individual Position of the Offshore Collateral Agent ..................................100
Section 8.04 Reliance........................................................................................................100
Section 8.05 Senior Lenders Instructions ........................................................................101
Section 8.06 Responsibility ..............................................................................................101
Section 8.07 Exclusion of Liability ..................................................................................102
Section 8.08 Potential Event of Default............................................................................102
Section 8.09 Information ..................................................................................................102
Section 8.10 Indemnities...................................................................................................103
Section 8.11 Compliance ..................................................................................................104
Section 8.12 Resignation of the Offshore Collateral Agent..............................................104
Section 8.13 [Reserved] ....................................................................................................105
Section 8.14 [Reserved] ....................................................................................................105
Section 8.15 Offshore Collateral Agents Management Time..........................................105
Section 8.16 Notice Period ...............................................................................................105
Section 8.17 Offshore Collateral Agent as Security Agent ..............................................105

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 Section 8.18 Responsibility ..............................................................................................105
Section 8.19 Title ..............................................................................................................105
Section 8.20 Investments ..................................................................................................105
Section 8.21 Approval ......................................................................................................106
Section 8.22 Merger..........................................................................................................106
Section 8.23 Force Majeure ..............................................................................................106
Section 8.24 Co-Collateral Agent .....................................................................................106
Section 8.25 Several Obligation .......................................................................................107

Annex A Project Description, Project Cost and Financial Plans ..................................................... i

Annex B Borrower/Project Authorizations..................................................................................... ii
Annex C Insurance Requirements ................................................................................................. iv
Annex D Anti-Corruption Guidelines..............................................................................................v
Annex E Prohibited Activities ..................................................................................................... viii
Annex F Borrower Agreements ................................................................................................... ix
Annex G Credit Party Ownership Interests ................................................................................... ix
Annex H Hedges ............................................................................................................................ ix
Schedule 1 Form of Certificate of Incumbency and Authority..................................................... xii
Schedule 2 Form of request for Disbursement ............................................................................ xiv
Schedule 3 Form of Disbursement Receipt ................................................................................. xix
Schedule 4 Form of Service Process Letter ................................................................................. xxi
Schedule 5 Form of Letter to [Borrowers][SIRCI Trust's] Auditors........................................ xxiv
Schedule 6 Form of Borrowers Certification on Distribution ................................................. xxvii
Schedule 7 Information to be included in Quarterly and Annual Review of Operations ............xxx
Schedule 8 Form of Quarterly Project Implementation Report ................................................ xxxii
Schedule 9 [RESERVED]..........................................................................................................xxxv
Schedule 10 Form of Promissory Note of the Borrower ......................................................... xxxvi
Schedule 11 Repayment Schedule ................................................................................................. xl
Schedule 12 [RESERVED]........................................................................................................... xli
Schedule 13 Borrower Official Name and Chief Executive Office Address............................... xlii
Schedule 14 [RESERVED]......................................................................................................... xliii
Schedule 15 Form of Solvency Certificate ................................................................................. xliv
Schedule 16 Form of Financial Covenant Compliance Report .................................................. xlvi
Schedule 17 [RESERVED]....................................................................................................... xlviii
Schedule 18 [RESERVED]......................................................................................................... xlix

iii
Schedule 19 Form of Borrower Certification in Relation to Transactions ...................................... l
Schedule 20 DOTs Reporting Requirements................................................................................. lii

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 COMMON TERMS AGREEMENT
COMMON TERMS AGREEMENT (the Agreement) dated as of November 14, 2012, among:

(1) RECAUDO BOGOT SAS, a company simplified by shares, organized and existing
under the laws of the Republic of Colombia (the Borrower);

(2) THE EXPORT - IMPORT BANK OF KOREA, a statutory juridical entity organized
under the laws of the Republic of Korea (KEXIM);

(3) HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association

organized and existing under the laws of the United States (HSBC);

(4) SHINHAN BANK, a bank organized and existing under the laws of the Republic of
Korea (Shinhan);

(5) WOORI GLOBAL MARKETS ASIA LIMITED, an authorized institution organized and
existing under the laws of Hong Kong (Woori and together with HSBC and Shinhan, the
KEXIM Guaranteed Lenders);

(5) HSBC, as the KEXIM facility agent (in such capacity, the KEXIM Facility Agent);

(6) INTERNATIONAL FINANCE CORPORATION, an international organization

established by Articles of Agreement among its member countries including the Republic of
Colombia (IFC); and

(7) HSBC, as the offshore collateral agent (in such capacity, the Offshore Collateral
Agent).

RECITALS

The Borrower is undertaking the construction, completion, ownership, operation, management

and development of the Project;

The Borrower has requested the Senior Lenders to provide the loans described in this Agreement
and in the Senior Loan Agreements to finance the construction, completion, ownership,
operation, management and development of the Project; and

The Senior Lenders are willing to provide those loans upon the terms and conditions set forth in
this Agreement and the Senior Loan Agreements.

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 ARTICLE I

Definitions and Interpretation

Section 1.01 Definitions. Wherever used in this Agreement, the following terms have the
meanings opposite them:

A Loan Lender IFC, in its capacity as a lender under the IFC A Loan
Agreement;

Acceptable Financial (a) any credit institution legally incorporated and

Institution authorized to operate in the Country and having a local
long-term debt rating equal to or higher than "AA" by
Standard & Poor's Ratings Group or Fitch Ratings, or
"Aa2" by Moody's Investor Services or (b) any
international financial institution having an international
long-term debt rating equal to or higher than BBB- by
Standard & Poors Ratings Group or Fitch Ratings, or
Baa3 by Moodys Investor Services, Inc., in each case
which no Senior Lender is prohibited from doing business
with under Applicable Law or policy that is binding on it;

Acceptable Letter of Credit an irrevocable standby letter of credit issued by an

Acceptable Financial Institution, in form and substance
satisfactory to the Senior Lenders, and otherwise meeting
the following requirements:

(a) amounts available under such letter of credit may be

drawn on demand, without presentation of any
document other than a drawing certificate, at any
time from time to time in whole or in part from the
issue date thereof until the expiration thereof;

(b) such letter of credit shall expire not earlier than the
first anniversary from the date of its issuance,
provided that, it may expire prior to such date if
such letter of credit provides (i) that upon any stated
expiration date thereof such letter of credit shall
automatically renew for an additional one (1) year
term unless, at least sixty (60) days prior to the
then-existing expiration date, the issuer thereof shall
notify the KEXIM Facility Agent that the letter of
credit will not be renewed and (ii) the KEXIM
Facility Agent shall be entitled to draw all amounts
then available under such letter of credit at any time
following such a notice of non-renewal;

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 (c) the KEXIM Facility Agent (on behalf of the Senior
Lenders) shall be named a beneficiary under such
letter of credit and be entitled to draw amounts
thereunder pursuant to its terms and there shall be
no other beneficiary thereunder;

(d) the Borrower shall not have any reimbursement or

other obligation relating to such letter of credit to
the Acceptable Financial Institution issuing such
letter of credit; and

(e) such letter of credit shall be subject to International

Standby Practices 1998 (ISP 98), International
Chamber of Commerce Publication No. 590, as
amended, modified or supplemented and in effect
from time to time and, to the extent not inconsistent
therewith, governed by and construed in accordance
with the law of the State of New York;

Account Bank HSBC;

Accounting Standards in respect of any Person, the generally accepted accounting

principles in such Person's country of organization as of the
applicable date;

Accounts Agreement the Security and Accounts Agreement, dated on or about

the Closing Date, among the Borrower, the Offshore
Collateral Agent and the Account Bank;

Additional Insurance any insurance policies and reinsurance policies required to

Policies be maintained by the Borrower from time to time in
compliance with Section 5.04 and Annex C other than the
Concession Insurance Policies;

Additional Project (a) the Top-Up Agreement;

Documents
(b) the Master Implementation Plan; and

(c) the Shareholders Agreement;

Affected Country has the meaning specified in Section 2.14(b) (Application

of Payments; Sharing);

Affected Senior Lender has the meaning specified in Section 2.14(c)(Application of

Payments; Sharing);

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Affiliate with respect to any Person, any other Person directly or
indirectly Controlling, Controlled by or under common
Control with, such Person;

Agents collectively, the KEXIM Facility Agent and the Offshore

Collateral Agent;

Annual Budget the capital and operating budget delivered by the Borrower
to the Senior Lenders pursuant to Section 4.01(n)
(Conditions of First Disbursement) and Section 5.05
(Annual Budget) and used to (i) identify projected monthly
Colombian Peso-based expenditures for the Project
(including, without limitation, payroll and other operating
costs) to be made from the SIRCI Trust and (ii) identify
projected monthly Dollar-based expenditures for the
Project according to the implementation schedule;

Applicable Exchange Rate (a) with respect to any payment in Colombian Pesos,
the TCRM determined two Bogot and New York
Business Days prior to such payment; and

(b) with respect to any payment in an Affected

Currency (other than Colombian Pesos), the spot
rate for the purchase of that Affected Currency with
Dollars as quoted by the competent authority of the
Affected Country on the day prior to such payment
(or if that day is not a business day on the
immediately preceding business day) or if such spot
rate is not available, such rate for the purchase of
the Affected Currency with Dollars as may
reasonably be determined among the Senior
Lenders after consultation with the International
Monetary Fund on the day prior to such payment (or
if that day is not a business day on the immediately
preceding business day);

Applicable Historical Period as of any date of calculation, a period of twelve (12)

consecutive months immediately preceding such
calculation date;

Applicable Law with respect to any Person or its property or assets (a) any
applicable statute, law, regulation, international treaty or
convention, ordinance, rule, judgment, order, decree,
permit, concession, grant, franchise, license, resolution or
other governmental restriction or any interpretation or
administration of any of the foregoing by any Authority
(including Authorizations) and (b) any applicable published

4

Applicable Projected Period
Applicable S&E Law
Auditors
Authority
Authorization
Authorized Representative
or readily available directive, guideline, policy, requirement
or any similar form of decision of or determination by any
Authority, in each case, whether now or hereafter in effect
(including in each case any Applicable S&E Law);
as of any date of calculation, a period of twelve (12)
consecutive months immediately succeeding such
calculation date;
all applicable statutes, laws, ordinances, rules and
regulations of the Country, including without limitation,
licenses, permits or other governmental Authorizations
setting standards concerning environmental, social, labor,
health and safety or security risks of the type contemplated
by the Performance Standards or imposing liability for the
breach thereof;
Ernst & Young, or such other firm of international repute
that the Borrower appoints from time to time as its and the
SIRCI Trusts auditors pursuant to Section 5.01(e)
(Affirmative Covenants);
any national, supranational, regional or local government or
governmental, administrative, fiscal, judicial, or
government-owned body, department, commission,
authority, tribunal, agency or entity, or central bank (or any
Person, whether or not government owned and howsoever
constituted or called, that exercises the functions of a
central bank);
any consent, registration, filing, agreement, notarization,
certificate, license, approval, permit, authority or
exemption from, by or with any Authority, whether given
by express action or deemed given by failure to act within
any specified time period and all corporate, creditors,
shareholders and board of directors approvals or consents
and powers of attorney;
as to any Person, any natural person who is duly authorized
by such Person to act on its behalf, or with respect to
financial matters, the chief financial officer or treasurer of
such Person and, in the case of the Borrower, the SIRCI
Trust and each Sponsor, in addition to complying with the
foregoing requirement, whose name and a specimen of
whose signature appear on, the Certificate of Incumbency
and Authority most recently delivered by the Borrower, the
5
 SIRCI Trust and such Sponsor to the Senior Lenders;

Availability Period the period commencing on the date of this Agreement and
ending on the earliest of (a) August 15, 2013, if the initial
Disbursement of each Senior Loan has not been made on or
prior to such date, (b) December 15, 2014, (c) the date on
which the respective Senior Loan is fully disbursed and (d)
the date on which the respective Senior Loan is cancelled
under and accordance with this Agreement;

Bogot and New York a day that is both a Bogot Business Day and a New York
Business Day Business Day;

Bogot Business Day a day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealings in foreign exchange and foreign
currency deposits) in Bogot, Republic of Colombia;

Borrower has the meaning specified in the preamble of this

Agreement;

Borrower Accounts the accounts designated as such to be established and

maintained in accordance with the SIRCI Trust Agreement;

Borrower Project (a) the Concession Agreement; and

Documents
(b) the O&M Services Agreement;

Bridge Financing Facility any financing facility to be provided to be Borrower by any

financial institution prior to the disbursement of the IFC C
Loan;

Business Day a day on which commercial banks and foreign exchange

markets settle payments and are open for general business
(including dealings in foreign exchange and foreign
currency deposits) in Bogot, Republic of Colombia, New
York, New York, United States of America, Seoul, Korea,
London, the United Kingdom (solely for the purpose of
determining the Interest Rate) and Hong Kong;

C Loan Disbursement a disbursement request delivered in respect of the IFC C

Request Loan delivered in accordance with the IFC C Loan
Agreement;

C Loan Lender IFC, in its capacity as a lender under the IFC C Loan
Agreement;

6
Capped Peso Amount COP 320,848,000,000 (equivalent to $176,000,000, based
on the exchange rate of COP 1,823 for $1);

Cash Available for Debt
Service
as of any date of determination, the aggregate for the
relevant period of (a) Net Income during such period, (b)
Non-Cash Items during such period and (c) the amount of
all payments that were due during such period on account
of interest and other charges on Financial Debt (to the
extent deducted from Net Income);

Cash Available for Debt
Service with Fixed Payments
Only
as of any date of determination, the aggregate for the
relevant period of (a) Net Income during such period, (b)
Non-Cash Items during such period and (c) the amount of
all payments that were due during such period on account
of interest and other charges on Financial Debt (to the
extent deducted from Net Income), where (i) Net Income
(x) includes fixed payments only (RFS and RVHO), (y)
excludes all variable compensation that depends on card
recharges (RVARS), and (z) includes all costs (operational,
debt service, depreciation and amortizations) with the
exception of variable costs associated with using the
recharge network and (ii) taxes are estimated for this
theoretical operation ((RFS + RVHO) all costs other than
recharge network variable costs) using the nominal tax rate;

Central Bank the Central Bank of the Country (Banco de la Repblica);

Certificate of Incumbency a certificate provided to the Senior Lenders by the relevant

and Authority entity in the form of Schedule 1 hereto, signed by an
Authorized Representative thereof;

Charter with respect to any Person, the memorandum and articles of

incorporation, bylaws, charter, estatutos sociales or other
constitutive documents, however called, of such Person,
duly registered as required under Applicable Law;

Citymovil Citymovil Colombia S.A.S., a corporation organized and

existing under the laws of the Country;

Closing Date the Disbursement Date on which the first Disbursement

occurs;

Coercive Practice the impairing or harming, or threatening to impair or harm,

directly or indirectly, any party or the property of the party
to influence improperly the actions of a party;

Collateral (a) the rights and assets assigned under the SIRCI Trust
Agreement, (b) the Share Capital pledged in favor of the A

7
 Loan Lender, the KEXIM Facility Agent (on behalf of the
KEXIM Lenders), and the Hedge Counterparty pursuant to
the First Ranking Share Pledge Agreement and in favor of
the C Loan Lender pursuant to the Second Ranking Share
Pledge Agreement, (c) the rights, assets, property,
contracts, real estate and fixtures subject to and as defined
in the Security Documents and (d) all other property that, in
accordance with the terms of the Security Documents, is
intended to be subject to any Lien in favor of any of the
Finance Parties;

Collusive Practice an arrangement between two or more parties designed to

achieve an improper purpose, including to influence
improperly the actions of another party;

Colombian Peso or COP the lawful currency of the Country;

Colombian Peso-linked any disbursement of the IFC A Loan or the IFC C Loan
Disbursement made in accordance with the IFC A Loan Agreement or the
IFC C Loan Agreement, respectively, and designated as
such in the corresponding Disbursement Request or C Loan
Disbursement Request;

Commitment with respect to each Senior Lender, at any time, the

aggregate principal amount (either disbursed or available
for disbursement) of such Senior Lenders Senior Loan as
set forth in the relevant Senior Loan Agreement;

Concession Agreement the Contrato 001 de 2011 de Concesin del Sistema

Integrado de Recaudo, Control e Informacin y Servicio al
Usuario (SIRCI) del SITP, dated August 1, 2011;

Concession Insurance the insurance policies referred to in Title 4, Chapter 7 of the

Policies Concession Agreement;

Conditional Assignment of the Contrato de Cesin Condicionada, dated on or about

Contracts Agreement the Closing Date, among the Borrower, the A Loan Lender,
the KEXIM Facility Agent (on behalf of the KEXIM
Lenders), the Hedge Counterparty and the C Loan Lender;

Confirmation (a) with respect to any Disbursement of the IFC A Loan

made in accordance with the IFC A Loan
Agreement, a notice from IFC to the Borrower,
substantially in the form of Schedule 3 to the IFC A
Loan Agreement, specifying, inter alia, the terms
and the amortization schedule of that Disbursement;
and

8
 (b) with respect to any disbursement of the IFC C Loan
made in accordance with the IFC C Loan
Agreement, a notice from IFC to the Borrower,
substantially in the form of Schedule 3 to the IFC C
Loan Agreement, specifying, inter alia, the terms
and the amortization schedule of that disbursement;

Construction Budget the budget, delivered prior to the Closing Date and
prepared and certified as such by an Authorized
Representative of the Borrower, of all Project Costs
theretofore incurred and thereafter expected to be incurred
(consistent with the Financial Model on the date of this
Agreement) by the Borrower in order to achieve the Project
Physical Completion Date;

Control with respect to any Person, the power of any other Person
to, directly or indirectly, (a) vote more than 50% of the
securities having ordinary voting power for the election of
directors of such Person or (b) direct or cause the direction
of the management and policies of such Person, whether
through the ownership of voting securities, by contract or
otherwise (Controlling and Controlled have
corresponding meanings);

Convertible Currencies has the meaning specified in Section 2.14(b) (Application

of Payments; Sharing);

Corrupt Practice the offering, giving, promising to give, receiving or

soliciting, directly or indirectly, of anything of value to
influence improperly the actions of any party;

Country the Republic of Colombia;

Credit Parties collectively, the Borrower and the SIRCI Trust, and Credit
Party means any of them;

Debt Service for any period of calculation, the sum of all payments of
principal, interest, and fees made or required to be made by
the Borrower in respect of the Senior Loans during such
period;

Debt to Equity Ratio as of any date of determination, the result obtained by

dividing:

(a) the Colombian Peso equivalent of the total principal

amount of Senior Loans disbursed as of such date
(including, in the case of a determination in
connection with a proposed Disbursement, the

9
 amount proposed to be disbursed pursuant to the
applicable Disbursement Request) calculated (i)
with respect to each Colombian Peso-Linked
Disbursement of the IFC A Loan, based on the
Colombian Peso amount specified in the
Confirmation relating to that Colombian Peso-
Linked Disbursement, (ii) with respect to each
Disbursement other than a Colombian Peso-Linked
Disbursement, based on the Colombian Peso
amount specified in the Swap Confirmation relating
to that Disbursement and (iii) with respect to any
proposed Disbursement, by multiplying the Dollar
amount of such Disbursement by the TCRM
determined one Bogot and New York Business
Day prior to the date of the applicable Disbursement
Request);

by

(b) the aggregate amount in Colombian Pesos of (i) the

amount paid up on the Share Capital of the
Borrower, (ii) the total principal amount
outstanding of all Shareholder Subordinated Debt,
provided that the principal amount outstanding of
any Shareholder Subordinated Debt denominated in
Dollars shall be converted to Colombian Peso by
multiplying the Dollar amount of such principal
amount outstanding by the TCRM determined one
Bogot and New York Business Day prior to the
date of determination and (iii) the Colombian Peso
equivalent of all disbursements of the IFC C Loan
calculated with respect to each disbursement of the
IFC C Loan, based on the Colombian Peso amount
specified in the Confirmation relating to that
disbursement;

Derivative Transaction any swap agreement, cap agreement, collar agreement,

futures contract, forward contract or similar arrangement
with respect to interest rates, currencies or commodity
prices;

Direct Agreements collectively, the LG Direct Agreement and any other direct
agreement designated in writing to be a Direct Agreement
by the Borrower and the Senior Lenders (or any Agent on
behalf of the Senior Lenders);

10
Disbursement any disbursement of the Senior Loans;

Disbursement Date the date of a Disbursement;

Disbursement Receipt a receipt for a Disbursement substantially in the form of

Schedule 3;

Disbursement Request a request for Disbursement substantially in the form of

Schedule 2;

Discount Rate the weighted average of the fixed rates of interest for all the
Senior Loans;

Distribution (a) all distributions (whether in cash, property or

obligations) on, other payments on account of, the
setting apart of money for a sinking or other fund
for, and the purchase, redemption, retirement or
other acquisition of any portion of the Borrowers
Share Capital, including any payments to be made
by the Borrower to its Shareholders and other
Affiliates, including payments in respect of
dividends, capital reductions, distributions,
repurchases or redemptions of outstanding stock
(including options or warrants), and Investments in,
capital contributions, loans, advances and other
payments to any Shareholder or other Persons, but
excluding any such distributions or other payments
required to be made by the Borrower solely to
comply with Applicable Law;

(b) any payment, purchase, retirement or other

acquisition of (i) any Shareholder Subordinated
Debt, (ii) any debt except (A) the Senior Loans and
(B) any other Permitted Debt (other than
Shareholder Subordinated Debt), or (iii) any deposit
or similar transaction made to secure any loan or
other financial obligation of any Affiliate of the
Borrower; or

(c) any payment of development, management or

operation fees to any Affiliate of the Borrower, but
excluding any such amounts payable under the LG
Agreement;

Distribution Conditions has the meaning specified in Section 5.02(a)

(Distributions);

11
Distribution Date any date falling within thirty (30) days following an Interest
Payment Date;

Dividend Prospective Debt as of any date of determination, the ratio obtained by

Service Coverage Ratio dividing:

(a) Cash Available for Debt Service for the Applicable

Historical Period;

by

(b) the aggregate of (i) all scheduled payments

(including balloon payments) that fall due during
the Applicable Projected Period on account of
principal of Long-term Debt and interest and other
charges on all Financial Debt and (ii) without
double counting any payment already counted in the
preceding sub-clause (i), the sum of (A) the next
two principal payments on all the Borrowers
Financial Debt (including the IFC C Loan) even if
less than two principal payments are due during
such Applicable Projected Period and (B) any
payment made or required to be made to the DSRA
under the terms of any agreement providing for
Financial Debt;

where, for the purposes of clause (b) above:

(1) subject to sub-clause (2) below, for the

computation of interest payable during any
period for which the applicable rate is not
yet determined, that interest shall be
computed at the rate in effect at the time of
the relevant date of determination;

(2) interest on Short-term Debt payable during

such Applicable Projected Period shall be
computed by reference to the aggregate
amount of interest thereon paid during the
last four (4) quarters based on the most
recent four (4) quarterly financial statements
submitted by the Borrower pursuant to
Section 5.03(a); and

12
 (3) interest on the IFC C Loan is calculated on
the outstanding IFC C Loan amount, not
including the Additional Interest
Compensation as defined in the IFC C
Loan Agreement;

Dollar Equivalent as of any date of determination, the Dollar amount

equivalent to any amount denominated in Colombian
Pesos, obtained by dividing such Colombian Peso amount
by the TCRM, provided that if the Reuters Screen for any
reason ceases (whether permanently or temporarily) to
report the Tasa de Cambio Representativa del Mercado, the
applicable Peso/Dollar rate shall be the EMTA COP Rate
as of the date of determination, and provided, further, that if
the EMTA for any reason ceases to publish the EMTA
COP Rate, the applicable Colombian Peso/Dollar rate shall
be determined by IFC in its sole discretion in accordance
with the prevailing swap market practices;

Dollars and $ the lawful currency of the United States of America;

DSA the Subaccount designated for debt service under the SIRCI
Trust Agreement;

DSRA the Subaccount(s) designated for the debt service reserve

under the SIRCI Trust Agreement;

EDTM EDTM Konsultores EU, a uni-personal company organized

and existing under the laws of the Country;

Event of Default any one of the events specified in Section 6.02 (Events of
Default);

13
FATCA (a) sections 1471 to 1474 of the US internal Revenue
Code of 1986 (the Code) or any associated
regulations or other official guidance;

(b) any treaty, law, regulation or other official guidance

enacted in any other jurisdiction, or relating to an
intergovernmental agreement between the US and
any other jurisdiction, which (in either case)
facilitates the implementation of paragraph (a)
above; or

(c) any agreement pursuant to the implementation of

paragraphs (a) or (b) above with the US Internal
Revenue Service, the US Government or any
governmental or taxation authority in any other
jurisdiction;

FATCA Application Date (a) in relation to a "withholdable payment" described in

section 1473(1)(A)(i) of the Code (which relates to
payments of interest and certain other payments
from sources within the US), January 1, 2014;

(b) in relation to a "withholdable payment" described in

section 1473(1)(A)(ii) of the Code (which relates to
"gross proceeds" from the disposition of property of
a type that can produce interest from sources within
the US), January 1, 2015; or

(c) in relation to a "passthru payment" described in

section 1471(d)(7) of the Code not falling within
paragraphs (a) or (b) above, January 1, 2017,

or, in each case, such other date from which such payment
may become subject to a deduction or withholding required
by FATCA as a result of any change in FATCA after the
date of this Agreement;

FATCA Exempt Party a party that is entitled to receive payments free from any
FATCA Deduction;

FATCA Deduction a deduction or withholding from a payment under a Finance

Document required by FATCA;

FATCA FFI a foreign financial institution as defined in section

1471(d)(4) of the Code which, if any Finance Party is not a
FATCA Exempt Party, could be required to make a
FATCA Deduction;

14
Final Maturity Date March 15, 2024;

Finance Parties collectively, the Senior Lenders, the Agents and the Hedge
Counterparty, and Finance Party means any of them, as
the context requires;

Financial Debt any indebtedness of the Borrower for or in respect of:

(a) borrowed money, including the Senior Loans and

the C Loan;

(b) the outstanding principal amount of any bonds,

debentures, notes, loan stock, commercial paper,
acceptance credits, bills or promissory notes drawn,
accepted, endorsed or issued by the Borrower;

(c) the deferred purchase price of assets or services

(except trade accounts incurred and payable in the
ordinary course of business to trade creditors, the
terms of which do not require the payment of any
interest, fee, premium or charge other than the
purchase price);

(d) non-contingent obligations of the Borrower to

reimburse any other person for amounts paid by that
person under a letter of credit or similar instrument
(excluding any letter of credit or similar instrument
issued for the account of the Borrower with respect
to trade accounts incurred and payable in the
ordinary course of business to trade creditors within
one hundred twenty (120) days of the date they are
incurred and which are not overdue);

(e) the amount of any obligation in respect of any

Financial Lease;

(f) amounts raised under any other transaction having

the financial effect of a borrowing and which would
be classified as a borrowing (and not as an off-
balance sheet financing) under the Accounting
Standards;

(g) the amount of the Borrowers obligations under

Derivative Transactions entered into in connection
with the protection against or benefit from
fluctuation in any rate or price (but only the net
amount owing by the Borrower after marking the

15
 relevant Derivative Transactions to market);

(h) any premium payable on a redemption or

replacement of any of the foregoing items;

(i) without double counting, the amount of any

obligation in respect of any guarantee or indemnity
given by the Borrower for any of the foregoing
items incurred by any other Person; and

(j) any repurchase obligation or liability of such Person

with respect to accounts or notes receivable sold by
such Person, any liability of such Person under any
sale and leaseback transactions that do not create a
liability on the balance sheet of such Person, any
obligation under a synthetic lease or any
obligation arising with respect to any other
transaction which is the functional equivalent of or
takes the place of borrowing but which does not
constitute a liability on the balance sheet of such
Person;

Financial Lease any lease or hire purchase contract which would, under the
Accounting Standards, be treated as a finance or capital
lease;

Financial Model the base case financial model (in Excel format) with the
Borrowers financial projections for the Project, as audited
by KPMG on September 4, 2012, and including the
contractual project cost and Financial Plans, as the same
may be revised from time to time pursuant to this
Agreement, in each case based upon assumptions and using
a methodology acceptable to, and otherwise satisfactory in
form and substance to, the Senior Lenders;

Financial Plans the proposed sources of financing for the Project as set out
separately for each of the IFC A Loan Agreement and the
KEXIM Facilities Agreement in Annex A (Project Cost
and Financial Plan);

Financial Ratios collectively, the Historical Debt Service Coverage Ratio,

the Fixed Payments Only Historical Debt Service Coverage
Ratio, the Prospective Debt Service Coverage Ratio, the
Dividend Prospective Debt Service Coverage Ratio, the
Loan Life Cover Ratio and the Fixed Payments Only Loan
Life Cover Ratio;

16
Financial Year the accounting year of the Borrower commencing each year
on January 1 and ending on the following December 31, or
such other period as the Borrower, with the consent of the
Senior Lenders, from time to time designates as its
accounting year;

Financing Documents (a) this Agreement;

(b) the Senior Loan Agreements;

(c) the Intercreditor Agreement;

(d) the Security Documents;

(e) the Project Funds and Share Retention Agreement;

(f) the Sponsor Support LC;

(g) the Subordinated Loan Agreements;

(h) the Hedge Agreements;

(i) the Promissory Notes;

(j) the IFC C Loan Agreement;

(k) the KEXIM Special Advisory Services Engagement

Letter;

(l) the KEXIM Guarantee Agreement; and

(m) any other document that is designated in writing to

be a Financing Document by the Borrower and the
Senior Lenders;

First Ranking Share Pledge the Contrato de Prenda Sobre Acciones, dated on or about
Agreement the Closing Date, among the Shareholders, the A Loan
Lender, the KEXIM Facility Agent on behalf of the
KEXIM Lenders, and the Hedge Counterparty;

Fixed Payments Only as of any date of determination, the Historical Debt Service
Historical Debt Service Coverage Ratio where Cash Available for Debt Service is
Coverage Ratio replaced by Cash Available for Debt Service with Fixed
Payments Only;

17
Fixed Payments Only Loan as of any date of determination, the ratio obtained by
Life Cover Ratio dividing:

(a) an amount equal to the net present value as of such

date of determination of the forecasted Cash
Available for Debt Service with Fixed Payments
Only (discounted at the Discount Rate) from the
Closing Date to and including the Final Maturity
Date

by

(b) the principal amount of Senior Debt outstanding as

of such date of determination;

Fraudulent Practice any action or omission, including misrepresentation, that

knowingly or recklessly misleads, or attempts to mislead, a
party to obtain a financial benefit or to avoid an obligation;

Hedge Agreements the agreement or agreements, each in form and substance

satisfactory to the Senior Lenders, entered into (or to be
entered into) between the Borrower and a Hedge
Counterparty;

Hedge Counterparty IFC, in its capacity as counterparty to any Hedge

Agreement;

Historical Debt Service as of any date of determination, the ratio obtained by

Coverage Ratio dividing:

(a) Cash Available for Debt Service for the Applicable

Historical Period;

by

(b) the aggregate of (i) all scheduled payments

(including balloon payments) that fall due during
the Applicable Historical Period on account of
principal of Long-term Debt and interest and other
charges on all Financial Debt (excluding interest,
amortizations and other charges on the IFC C Loan)
and (ii) without double counting, any payment
already counted in the preceding sub-clause (i), any
payment made or required to be made to the DSRA
under the terms of any agreement providing for
Financial Debt (but excluding voluntary
prepayments of the Senior Loans and any payments

18
 in respect of the IFC C Loan);

HSBC has the meaning specified in the preamble of this

Agreement;

ICRA the Integration Capex Reserve Account as defined in the

Accounts Agreement;

IFC has the meaning specified in the preamble of this

Agreement;

IFC A Loan the loan made or to be made by IFC, in its capacity as A

Loan Lender, to the Borrower under the IFC A Loan
Agreement or, as the context requires, its principal amount
from time to time outstanding;

IFC A Loan Agreement the loan agreement, dated the date hereof, between the
Borrower and IFC, in its capacity as A Loan Lender;

IFC C Loan the loan made or to be made by IFC, in its capacity as C

Loan Lender, to the Borrower under the IFC C Loan
Agreement or, as the context requires, its principal amount
from time to time outstanding;

IFC C Loan Agreement the loan agreement, dated the date hereof, between the
Borrower and IFC, in its capacity as C Loan Lender;

IFRS the International Financial Reporting Standards

promulgated by the International Accounting Standards
Board (IASB) which include standards and interpretations
approved by the IASB and International Account Standards
issued under previous constitutions), together with its
pronouncements thereon from time to time;

Inconvertibility Event has the meaning specified in Section 2.14(b) (Application

of Payments; Sharing);

Increased Costs the amount certified in an Increased Costs Certificate to be

the net incremental costs of, or reduction in return to, any
Senior Lender (or any Participant thereof) in connection
with the making or maintaining of its Senior Loan (or its
Participation, as the case may be) that result from:

(a) any enactment of any law or regulation or

mandatory directive after the date of this Agreement
or any change after the date of this Agreement in
any Applicable Law or regulation or directive
(whether or not having the force of law) or in its

19
 interpretation or application by any Authority
charged with its administration; or

(b) compliance with any request from, or requirement

of, any central bank or other monetary or other
Authority that is made or issued after the date of
this Agreement;

which, in either case, after the date of this Agreement:

(i) imposes, modifies or makes applicable any reserve,

special deposit or similar requirements against
assets held by, or deposits with or for the account
of, or loans made by, that Senior Lender (or that
Participant);

(ii) imposes a cost on that Senior Lender as a result of

that Senior Lender having made its Senior Loan (or
on that Participant as a result of that Participant
having acquired its Participation) or reduces the rate
of return on the overall capital of that Senior Lender
(or that Participant) that it would have achieved, had
that Senior Lender not made its Senior Loan (or that
Participant not acquired its Participation, as the case
may be);

(iii) changes the basis of taxation on payments received

by that Senior Lender in respect of its Senior Loan
(or by that Participant with respect to its
Participation) (other than by a change in taxation of
the overall net income of that Senior Lender (or
Participant) imposed by the jurisdiction of its
incorporation (or in which it books its Participation)
or in any political subdivision of such jurisdiction);
or

(iv) imposes on that Senior Lender (or that Participant)

any other condition regarding the making or
maintaining of its Senior Loan (or its Participation,
as the case may be);

but excluding any incremental costs of making or

maintaining a Participation that are a direct result of that
Participant having its principal office in the Country or
having or maintaining a permanent office or establishment
in the Country, if and to the extent that permanent office or
establishment acquires that Participation;

20
Increased Costs Certificate a certificate provided from time to time by a Senior Lender
(based on a certificate to such Senior Lender from any
Participant of such Senior Lender, if Increased Costs affect
its Participation), certifying:

(a) the circumstances giving rise to the Increased Costs;

(b) that the costs of that Senior Lender (or that

Participant) have increased or the rate of return of
that Senior Lender (or that Participant) has been
reduced;

(c) that such Senior Lender (or that Participant) has, in

its opinion, exercised reasonable efforts to minimize
or eliminate the relevant increase or reduction, as
the case may be; and

(d) the amount of Increased Costs;

Indemnitee has the meaning specified in Section 7.11(a)

(Indemnification; No Consequential Damages);

Information Memorandum the Recaudo Bogot Information Memorandum dated July

2012;

Insurance Company Waiver each Memorandum of Understanding to be entered into

among a Concession Insurance Policy provider, the A Loan
Lender and the KEXIM Facility Agent (on behalf of the
KEXIM Lenders), in form and substance satisfactory to the
Senior Lenders;

Insurance Consultant DeLima Marsh S.A.;

Insurance Policies collectively, the Concession Insurance Policies and the

Additional Insurance Policies;

Integration the integration of the phase 1 and phase 2 fare collection

systems with the collection system of the Integrated Public
Transportation System of Bogot (Sistema Integrado de
Transporte Pblico de Bogot D.C.) in accordance with
Sections 11.5 and 11.15 of the Concession Agreement;

Intercreditor Agreement the agreement entitled Intercreditor Agreement dated on

or about the Closing Date among the Senior Lenders, the C
Loan Lender, the KEXIM Facility Agent, the Offshore
Collateral Agent and the Hedge Counterparty;

21
Interest Payment Date March 15 and September 15 in each year;

Interest Period each period of six (6) months, in each case beginning on an
Interest Payment Date and ending on the day immediately
before the next following Interest Payment Date, except in
the case of the first period applicable to each Disbursement
when it means the period beginning on the date on which
that Disbursement is made and ending on the day
immediately before the next following Interest Payment
Date;

Interest Rate in respect of any Senior Loan and for any Interest Period,
the rate at which interest is payable on that Senior Loan
during such Interest Period, determined in accordance with
the Senior Loan Agreement under which that Senior Loan
has been made;

KEXIM has the meaning specified in the preamble of this

Agreement;

KEXIM Direct Loan the loan made or to be made by KEXIM to the Borrower
under the KEXIM Facilities Agreement or, as the context
requires, its principal amount from time to time
outstanding;

KEXIM Facilities the KEXIM Facilities Agreement, dated the date of this
Agreement Agreement, among the Borrower, KEXIM, the KEXIM
Facility Agent and the KEXIM Guaranteed Lenders;

KEXIM Facility Agent has the meaning specified in the preamble of this
Agreement;

KEXIM Guarantee the agreement entitled KEXIM Guarantee Agreement

Agreement dated the date of this Agreement among KEXIM and the
KEXIM Guaranteed Lenders;

KEXIM Guaranteed Loan the loan made or to be made by the KEXIM Guaranteed
Lenders to the Borrower under the KEXIM Facilities
Agreement or, as the context requires, its principal amount
from time to time outstanding;

KEXIM Guaranteed has the meaning specified in the preamble of this

Lenders Agreement;

KEXIM Lenders collectively, KEXIM and the KEXIM Guaranteed Lenders;

KEXIM Project Costs (a) all costs and expenses incurred or to be incurred by or
on behalf of the Borrower to develop, finance and complete

22
 the Project and achieve the Project Financial Completion
Date in the manner contemplated by the Transaction
Documents and as described in the Financial Model,
including all costs and expenses incurred in connection
with the negotiation and preparation of the Transaction
Documents, all fees payable in respect of the Financing
Documents and all other expenses required for the
financing, development, design, construction, equipment
procurement, installation, testing or commissioning of the
Project and costs incurred under the Borrower Project
Documents, in each case prior to the Project Financial
Completion Date; (b) interest payable with respect to the
Senior Loans and the IFC C Loan prior to the Project
Financial Completion Date; (c) Taxes incurred by the
Borrower prior to the Project Financial Completion Date;
(d) insurance premium and deductibles (to the extent not
payable by Persons other than the Borrower) with respect to
insurance required under the Transaction Documents and
incurred prior to the Project Financial Completion Date;
(e) payments into the DSRA and ICRA as required to
achieve the Project Financial Completion Date and
(f) hedging costs incurred under the Hedge Agreements
prior to the Project Financial Completion Date, provided
that, in any case, cash from Project operations shall not be
included in the calculation of KEXIM Project Costs;

KEXIM Special Advisory a letter agreement, dated February 23, 2012, between the
Services Engagement Letter Borrower and KEXIM relating to KEXIM's engagement as
a special advisor to the Borrower;

Land Developer Land Developer S.A., a corporation organized and existing

under the laws of Panama;

LG LG CNS Co., Ltd., a corporation organized and existing

under the laws of the Republic of Korea;

LG Agreement the Final Supply Agreement, dated as of December 16,

2011, between the Borrower and LG;

LG Direct Agreement the Direct Agreement, dated on or about the Closing Date,
among the Borrower, LG and the Senior Lenders;

Liabilities the aggregate of all obligations of the Borrower to pay or

repay money, including, without limitation:

(a) Financial Debt;

23
 (b) the amount of all liabilities of the Borrower (other
than contingent liabilities for which no claim has
been made or that are not yet due and payable)
under any conditional sale or a transfer with
recourse or obligation to repurchase, including,
without limitation, by way of discount or factoring
of book debts or receivables;

(c) taxes (including deferred taxes);

(d) trade accounts incurred and payable in the ordinary

course of business to trade creditors within ninety
(90) days of the date they are incurred and which
are not overdue (including letters of credit or similar
instruments issued for the account of the Borrower
with respect to such trade accounts);

(e) accrued expenses, including wages and other

amounts due to employees and other services
providers;

(f) the amount of any liabilities of the Borrower

howsoever arising to redeem any of its shares; and

(g) to the extent (if any) not included in the definition

of Financial Debt, the amount of all liabilities of
any person to the extent the Borrower guarantees
them or otherwise obligates itself to pay them;

LIBOR the British Bankers Association (BBA) interbank offered

rates for deposits in the Loan Currency which appear on the
relevant page of the Reuters Service (currently page
LIBOR01) or, if not available, on the relevant pages of any
other service (such as Bloomberg Financial Markets
Service) that displays such BBA rates; provided that if
BBA for any reason ceases (whether permanently or
temporarily) to publish interbank offered rates for deposits
in the Loan Currency, LIBOR with respect to any Senior
Loan shall mean the rate determined pursuant to the Senior
Loan Agreement relating to such Senior Loan;

Lien any mortgage, pledge, charge, assignment, hypothecation,

security interest, title retention, preferential right, trust
arrangement, right of set-off, counterclaim or bankers lien,
privilege or priority of any kind having the effect of
security, any designation of loss payees or beneficiaries or
any similar arrangement under or with respect to any

24
 insurance policy or any preference of one creditor over
another arising by operation of law, including without
limitation any conditional sale or other title retention
agreement, any financing or similar statement or notice
filed under any recording or notice statute, and any lease
having substantially the same effect as any of the
foregoing;

Loan Currency Dollars;

Loan Life Cover Ratio as of any date of determination, the ratio obtained by
dividing:

(a) an amount equal to the net present value as of such

date of the forecasted Cash Available for Debt
Service (discounted at the Discount Rate) from the
Closing Date to and including the Final Maturity
Date;

by

(b) the principal amount of Senior Debt outstanding as

of such date;

Long-term Debt that part of Financial Debt whose final maturity falls due
more than one year after the date it is incurred (including
the current maturities thereof);

Master Implementation Plan the Plan Maestro de Implementacin delivered in

accordance with Clause 11, Subclause A of the Concession
Agreement;

Material Adverse Effect a material adverse effect on:

(a) (i) the Borrower, (ii) the SIRCI Trust, (iii) until the
Project Financial Completion Date, any Sponsor or
(iv) their respective assets or properties (taken as a
whole);

(b) the business or financial or environmental and

social condition of the Borrower, the SIRCI Trust or
any Sponsor;

25
 (c) the implementation of the Project, the Financial
Plans or the carrying on of the business or
operations of the Borrower, the SIRCI Trust or any
Sponsor as contemplated by the Transaction
Documents;

(d) the validity or enforceability of the Financing

Documents or the ranking of the Security which
prevents any of the Borrower, the SIRCI Trust, the
SIRCI Trustee or any Sponsor from complying with
its obligations under this Agreement or any other
Transaction Document; or

(e) the ability of any of the Borrower, the SIRCI Trust,

the SIRCI Trustee or any Sponsor or to comply with
its obligations under this Agreement or under any
other Transaction Document;

Net Income for any relevant period, the excess (if any) of gross income
over total expenses (provided that income taxes shall be
treated as part of total expenses) appearing in the relevant
monthly or quarterly financial statements or the audited
financial statements of the Borrower (as applicable) for
such period;

New York Business Day a day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealings in foreign exchange and currency
deposits) in New York, New York, United States of
America;

Non-Cash Items for any relevant period, the net aggregate amount (which
may be a positive or negative number) of all non-cash
income (as a negative item) and non-cash expense (as a
positive item) items which (under accrual accounting) have
been added or subtracted in calculating Net Income during
such period, including, without limitation, equity earnings
in Subsidiaries, asset revaluations, depreciation,
amortization, deferred taxes and provisions for severance
pay of staff and workers;

Notional Colombian Peso as the context requires and with respect to any Colombian
Principal Amount Peso-linked Disbursement, the amount, expressed in
Colombian Pesos specified in the related Confirmation or
such principal amount outstanding from time to time;

O&M Services Agreement at any time of determination, the LG Agreement or any

26
 replacement thereof approved by the Senior Lenders and
then in effect;

Obligations collectively, (a) all loans, advances, debts, liabilities, and

obligations, howsoever arising, owed by any Obligor under
a Financing Document to any Finance Party of every kind
and description (whether or not evidenced by any note or
instrument and whether or not for the payment of money),
direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, including all interest,
documented fees, charges, out-of-pocket expenses,
attorneys fees and consultants fees chargeable to any
Obligor under a Financing Document; (b) any and all sums
advanced by any Agent or any other Finance Party to
preserve the Collateral or to preserve the Security; (c) any
and all sums advanced by any Finance Party to cure any
payment default by the Borrower under a Hedge
Agreement; (d) any and all sums advanced by any Finance
Party to pay Taxes or other levies, assessments, charges,
claims or encumbrances on behalf of an Obligor who failed
to pay them; (e) in the event of any exercise of rights and
remedies, the expenses of retaking, holding, preparing for
sale or lease, selling or otherwise disposing of or realizing
on the Collateral, or of any exercise by any Agent and/or
the other Finance Parties of their rights under the Security
Documents, together with attorneys fees and court costs;
and (f) the obligations of the Borrower under any Hedge
Agreement;

Obligors collectively, the Borrower, the SIRCI Trust and the

Sponsors;

Obstructive Practice (a) deliberately destroying, falsifying, altering or

concealing of evidence material to the investigation or
making of false statements to investigators, in order to
materially impede a World Bank Group or Senior Lender
investigation into allegations of a Corrupt Practice,
Fraudulent Practice, Coercive Practice or Collusive
Practice, and/or threatening, harassing or intimidating any
party to prevent it from disclosing its knowledge of matters
relevant to the investigation or from pursuing the
investigation, or (b) acts intended to materially impede the
exercise of any Senior Lenders access to contractually
required information in connection with a World Bank
Group or Senior Lender investigation into allegations of a
Corrupt Practice, Fraudulent Practice, Coercive Practice or

27
 Collusive Practice;

Offshore Collateral Agent has the meaning specified in the preamble of this
Agreement;

Operator at any time of determination, LG or any replacement

thereof approved by the Senior Lenders in respect of the
O&M Services Agreement;

Participant with respect to any KEXIM Lender, any bank or financial

institution who acquires a Participation in the Senior Loan
of such KEXIM Lender;

Participation a participating interest in any Senior Loan of any KEXIM

Lender, or as the context requires, in any Disbursement of
any KEXIM Lender;

Payment Accounts the accounts of the Senior Lenders, as set forth in their
respective Senior Loan Agreements, as each such account
may be modified from time to time;

Performance Standards IFCs Performance Standards on Social & Environmental

Sustainability, dated January 1, 2012, which are accessible
at http://www.ifc.org/performance standards;

Permitted Amount has the meaning specified in Section 4.02(r)(i);

Permitted Contest with respect to any Person and with respect to any
Conditions contested Lien or payment:

(a) such Person is contesting such Lien or payment in

good faith with diligence and by appropriate
proceedings;

(b) reserves have been established and are being

maintained in accordance with the Accounting
Standards (including any potential penalties and
additional amounts in relation thereto) for such
contested Lien or payment, or such contested Lien
or payment is adequately bonded for the full amount
in dispute;

(c) enforcement is stayed or bonded for the entire

duration of the contest of such contested Lien or
payment; and

28
 (d) such contest does not endanger any Security, the
Collateral, the Project or the SIRCI Trust or subject
any part thereof to loss or forfeiture;

Permitted Debt the Financial Debt permitted under Section 5.02(c)

(Permitted Financial Debt);

Permitted Liens the Liens permitted under Section 5.02(g) (Permitted

Liens);

Person any natural person, corporation, company, partnership,

firm, voluntary association, joint venture, trust,
unincorporated organization, Authority or any other entity
whether acting in an individual, fiduciary or other capacity;

Pledge of Subordinated Collectively, all pledges required to be provided for the

Loans benefit the Senior Lenders pursuant to Section 4.12 of the
Project Funds and Share Retention Agreement;

Potential Event of Default any event or circumstance which would, with notice, lapse
of time, the making of a determination or any combination
thereof, become an Event of Default;

Prepayment Premium (a) with respect to the IFC A Loan, the Prepayment
Premium as defined in the IFC A Loan Agreement;
and

(b) with respect to the KEXIM Direct Loan and the

KEXIM Guaranteed Loan, the Prepayment
Premium as defined in the KEXIM Facilities
Agreement;

Pro Rata Threshold Amount as of any time of determination, the amount equal to (i) the
aggregate amount of Senior Loans outstanding at such time
multiplied by (ii) the ratio of (a) the A Loan Lender's
Commitment to (b) the Total Commitment;

Prohibited Activities any of the activities listed on Annex E;

Project the construction, equipping, placing into operation of the

Fare Collection and User Information and Services System
(Sistema Integrado de Recaudo, Control e Informacin y
Servicio al Usuario) for the Integrated Public
Transportation System of Bogot (Sistema Integrado de
Transporte Pblico de Bogot D.C.);

29
Project Accounts collectively, the accounts of the Borrower that are subject
to the lien created under the SIRCI Trust Agreement and
the accounts of the Borrower that are subject to the Lien
created under the Accounts Agreement;

Project Costs (a) all costs and expenses incurred or to be incurred by or

on behalf of the Borrower to develop, finance and complete
the Project and achieve the Project Financial Completion
Date in the manner contemplated by the Transaction
Documents and as described in the Financial Model,
including all costs and expenses incurred in connection
with the negotiation and preparation of the Transaction
Documents, all fees payable in respect of the Financing
Documents and all other expenses required for the
financing, development, design, construction, equipment
procurement, installation, testing, commissioning and
implementation of the Project and costs incurred under the
Borrower Project Documents, in each case prior to the
Project Financial Completion Date; (b) interest payable
with respect to the Senior Loans and the IFC C Loan prior
to the Project Financial Completion Date; (c) Taxes
incurred by the Borrower prior to the Project Financial
Completion Date; (d) insurance premium and deductibles
(to the extent not payable by Persons other than the
Borrower) with respect to insurance required under the
Transaction Documents and incurred prior to the Project
Financial Completion Date; (e) payments into the DSRA
and ICRA as required to achieve the Project Financial
Completion Date and (f) hedging costs incurred under the
Hedge Agreements prior to the Project Financial
Completion Date;

Project Documents (a) the Borrower Project Documents;

(b) the Additional Project Documents; and

(c) any other document that is designated in writing to

be a Project Document by the Borrower and the
Senior Lenders.

Project Financial the last day of the month in which the following
Completion Date requirements are each satisfied:

(a) the Project Physical Completion Date has occurred;

(b) no Event of Default or Potential Event of Default

has occurred and is continuing;

30
(c) as at the end of each of the six (6)-months preceding
the proposed Project Financial Completion Date,
each of the Historical Debt Service Coverage Ratio,
the Prospective Debt Service Coverage Ratio and
the Loan Life Cover Ratio was not less than 1.3 : 1,
each of the Fixed Payments Only Historical Debt
Service Coverage Ratio and the Fixed Payments
Only Loan Life Cover Ratio was not less than 1.1 :
1 and the Dividend Prospective Debt Service
Coverage Ratio was not less than 1.2 : 1 (each
calculated for the twelve (12)-month period ending
on the last day of such month rather than the
preceding four (4) quarters), in each case as
evidenced by financial statements providing
aggregate financial information for each such
trailing twelve (12)-month period and prepared in
accordance with the Accounting Standards;

(d) the aggregate amount of receivables due from the

City of Bogot to the SITP Trust, and from the
SITP Trust to the SIRCI Trust, do not exceed an
amount equivalent to eight (8) weeks of fixed
revenues under the Concession Agreement as
certified by the SIRCI Trust;

(e) the total amount deposited in the DSRA is not less

than an amount equivalent to the aggregate of the
interest and principal payments due and payable by
the Borrower in respect of the Senior Loans on the
next Interest Payment Date;

(f) if the requirements set forth in clauses (a) through

(e) have been satisfied before the Integration has
been completed, the ICRA is fully funded;

(g) the Borrower has delivered to the A Loan Lender

and the KEXIM Facility Agent a notice, signed by
an Authorized Representative, certifying that the
requirements set out in paragraphs (a) and (c) above
have been satisfied and that the requirements set out
in paragraphs (b) and (d) through (f) above are
satisfied; and

(h) the A Loan Lender and the KEXIM Facility Agent

(acting on the instruction of the KEXIM Lenders)
have notified the Borrower that the Borrowers
certification of the above is acceptable to the

31
 relevant Senior Lenders, provided that if the
requirements set forth in paragraphs (a) and (c)
above have been satisfied and the requirements set
out in paragraphs (b) and (d) through (g) above are
satisfied, the A Loan Lender and the KEXIM
Facility Agent (acting on the instruction of the
KEXIM Lenders) shall send such notice within
thirty (30) days of receipt of such Borrower's
certification;

Project Funds and Share the agreement entitled Project Funds and Share Retention
Retention Agreement Agreement dated on or about the Closing Date among,
inter alia, the Borrower, the Sponsors, the KEXIM Facility
Agent and the Senior Lenders;

Project Physical Completion the last day of the month in which the following
Date requirements are each satisfied:

(a) Final Acceptance (as defined in the LG Agreement)

has occurred in respect of the SIRCI System (as
defined in the LG Agreement), as a result of (a)
successful completion of the Final Acceptance Tests
(as defined in the LG Agreement) or (b) the
production or use by TMSA in the operative phase
of the Concession Agreement of the Technological
Platform for a period of thirty (30) consecutive
days, with the Technological Platform operating an
average of 1,000,000 transactions per day;

(b) the facilities required to operate the collection

system are complete and operational, 100% of the
zonal buses have been fully implemented and have
been accepted by TMSA or TMSA has otherwise
delivered to the Borrower the notice of
commencement of the operation phase (Orden de
Inicio de Operacin) under Sections 1.57 and 12 of
the Concession Agreement, and the user
information system is operational, all in accordance
with the Master Implementation Plan;

(c) the facilities included in the Project have been

operating normally for a period of six (6)
consecutive months during which at least an
average of 3,500,000 daily validations have
occurred and the monthly reliability and availability
indices have exceeded the minimum threshold
defined in the Concession Agreement for the same

32
 six (6)-month period;

(d) there are no outstanding or, to the best knowledge

of the Borrower and the other Obligors, threatened
claims by contractors or suppliers in respect of the
Project (other than claims being contested in
accordance with the Permitted Contest Conditions,
or claims that individually or in the aggregate
exceed a value of fifty thousand Dollars ($50,000));

(e) the Borrower has delivered to the A Loan Lender

and the KEXIM Facility Agent a lien waiver from
LG which includes an affidavit from LG regarding
releases and lien waivers by its subcontractors, all in
form and substance reasonably acceptable to the
Senior Lenders, covering all work, labor and
materials done, performed or furnished at, for or to
the Project (except where and to the extent that
payment or performance of any Lien is subject to a
good faith dispute in accordance with the Permitted
Contest Conditions);

(f) the sites, facilities and equipment have been

developed and become operational in accordance
with the applicable Performance Standards and, host
country laws;

(g) all Authorizations required for the normal operation

of the Project and the performance by the Borrower
of its obligations under the Transaction Documents
have been obtained and remain in full force and
effect;

(h) no Event of Default or Potential Event of Default

has occurred and is continuing;

(i) the Borrower has delivered to the A Loan Lender

and the KEXIM Facility Agent a notice, signed by
an Authorized Representative, certifying that the
requirements set out in paragraphs (a) through (f)
have been fulfilled and that the requirements set out
in paragraphs (g), and (h) are satisfied; and

33
 (j) the A Loan Lender and the KEXIM Facility Agent
(acting on the instruction of the KEXIM Lenders)
have notified the Borrower that the Borrowers
certification of the above is acceptable to the
relevant Senior Lenders, provided that if the
requirements set forth in paragraphs (a) through (f)
have been fulfilled and the requirements set out in
paragraphs (g), and (h) are satisfied, the A Loan
Lender and the KEXIM Facility Agent (acting on
the instruction of the KEXIM Lenders) shall send
such notice within thirty (30) days of receipt of such
Borrower's certification;

Project Revenues for any period, without double counting, the aggregate of
all amounts received by or on behalf of the Borrower or the
SIRCI Trust during such period from (a) interest accrued
on, and other income derived from, the balance outstanding
during such period in the Project Accounts, (b) the
proceeds of any business interruption insurance and delay
in start up insurance, (c) the proceeds of any liquidated
damages payable under the LG Agreement, (d) amounts
received by the Borrower under the Concession Agreement
and any other income of the Borrower or the SIRCI Trust
and (e) all other revenues, payments or proceeds received
by or on behalf of the Borrower or the SIRCI Trust and not
expressly excluded pursuant to the following proviso;
provided, that Project Revenues shall exclude, to the
extent included, (i) net amounts received under any
Hedging Agreements, (ii) proceeds of Permitted Debt, (iii)
insurance proceeds (other than business interruption
insurance and delay in start up insurance), (iv) warranty or
indemnity payments or damages payable to the Borrower
under any Project Document;

Promissory Note each promissory note with blank spaces and letter of
instructions (pagars en blanco con carta de instrucciones)
in the form of Schedule 10 which are to be executed and
delivered by the Borrower to the Senior Lenders pursuant
to Section 2.15 (Promissory Notes);

Prospective Debt Service as of any date of determination, the ratio obtained by

Coverage Ratio dividing:

(a) Cash Available for Debt Service for the Applicable

Historical Period;

34
 by

(b) the aggregate of (i) all scheduled payments

(including balloon payments) that fall due during
the Applicable Projected Period on account of
principal of Long-term Debt and interest and other
charges on all Financial Debt (excluding the IFC C
Loan) and (ii) without double counting any payment
already counted in the preceding sub-clause (i), the
sum of (A) the next two principal payments on all
the Borrowers Financial Debt (excluding the IFC C
Loan) even if less than two principal payments are
due during such Applicable Projected Period and
(B) any payment made or required to be made to the
DSRA under the terms of any agreement providing
for Financial Debt;

where, for the purposes of clause (b) above:

(1) subject to sub-clause (2) below, for the

computation of interest payable during any
period for which the applicable rate is not
yet determined, that interest shall be
computed at the rate in effect at the time of
the relevant date of determination; and

(2) interest on Short-term Debt payable during

such Applicable Projected Period shall be
computed by reference to the aggregate
amount of interest thereon paid during the
last four (4) quarters based on the most
recent four (4) quarterly financial statements
submitted by the Borrower pursuant to
Section 5.03(a);

RCRA the Replacement Capex Reserve Account as defined in the

Accounts Agreement;

Recharge Contract has the meaning specified in Section 3.01(bb) (Recharge

Contracts);

Relevant Spread with respect to each Senior Loan, has the meaning set forth
in the Senior Loan Agreement relating to such Senior Loan;

Required Balance (a) with respect to the DSRA, as of any date of

determination, the amount of Debt Service payable in the
six (6) months following such date, (b) with respect to the
RCRA: (i) by June 15, 2017, eight million seven hundred

35
 thousand Dollars ($8,700,000), (ii) by June 15, 2018, one
million eight hundred fifty thousand Dollars ($1,850,000),
(iii) by June 15, 2019, three million seven hundred
thousand Dollars ($3,700,000), (iv) by June 15, 2020, five
million five hundred fifty thousand Dollars ($5,550,000)
and (v) by June 15, 2021, seven million four hundred
thousand Dollars ($7,400,000), (c) with respect to the
ICRA, eighteen million six hundred thousand Dollars
($18,600,000) and (d) with respect to the DSA, as of any
date of determination, the amount of Debt Service payable
on the next Interest Payment Date;

RFS Remuneracin Fija semanal del Concesionario del SIRCI

as defined and calculated in accordance with the
Concession Agreement;

RVARS Remuneracin Variable del Concesionario del SIRCI por

cargas del Sistema as defined and calculated in accordance
with the Concession Agreement;

RVHO Remuneracin por equipos de validacin y control

instalados en vehculos operando en el Sistema as defined
and calculated in accordance with the Concession
Agreement;

Sanctionable Practice any Corrupt Practice, Fraudulent Practice, Coercive

Practice, Collusive Practice, or Obstructive Practice, as
those terms are defined herein and interpreted in
accordance with the Anti-Corruption Guidelines attached to
this Agreement as Annex D;

Second Ranking Share the Contrato de Prenda Sobre Acciones, dated on or about
Pledge Agreement the Closing Date, among the Shareholders and the C Loan
Lender;

Secured Parties collectively, the Finance Parties and the C Loan Lender;

Security the Liens created, or purported to be created, by or pursuant

to the Security Documents to secure all amounts owing by
the Borrower to the Finance Parties under this Agreement,
the other Financing Documents;

Security Documents the documents providing for the Security consisting of:

(a) the Direct Agreements;

(b) the Accounts Agreement;

36
 (c) the First Ranking Share Pledge Agreement;

(d) the Conditional Assignment of Contracts

Agreement;

(e) the SIRCI Trust Agreement;

(f) once entered into, the Pledge of Subordinated

Loans; and

(g) each Insurance Company Waiver;

Senior Lenders collectively, the A Loan Lender and the KEXIM Lenders,
and Senior Lender means any of them, as the context
requires;

Senior Loan Agreements collectively, the IFC A Loan Agreement and the KEXIM
Facilities Agreement, and Senior Loan Agreement means
any of them, as the context requires;

Senior Loans collectively, the IFC A Loan, the KEXIM Direct Loan and
the KEXIM Guaranteed Loan, and Senior Loan means any
of them, as the context requires;

Senior Obligations all Obligations other than the Obligations owed or arising
under the IFC C Loan Agreement;

Share Capital with respect to any Person, any and all shares, interests,
participations and/or rights in or other equivalents (however
designated, whether voting or nonvoting, ordinary or
preferred) in the equity or capital of such Person, now or
hereafter outstanding, including common shares, preferred
shares, membership interests in a limited liability company,
limited or general partnership interests in a partnership,
interests in a trust, interests in other unincorporated
organizations or any other ownership interest of any kind,
and any and all rights, warrants or options exercisable or
exchangeable for, or convertible into, any thereof;

Shareholder Subordinated all Financial Debt and obligations of the Borrower in

Debt respect of all subordinated loans provided to the Borrower
by the Sponsors, Shareholders or any Affiliates thereof;

Shareholders Citymovil, Land Developer and LG;

Shareholders Agreement the agreement entitled Shareholders Agreement dated on

or about the Closing Date among the Shareholders;

37
Shinhan has the meaning specified in the preamble of this
Agreement;

Short-term Debt all Financial Debt other than Long-term Debt;

SIRCI Trust the trust established for the benefit of the Senior Lenders
pursuant to the SIRCI Trust Agreement;

SIRCI Trust Agreement the Contrato de Fiducia Mercantil Irrevocable de

Garanta, Administracin, Fuente de Pago y Pagos, dated
April 18, 2012, between the Borrower and Fiduciaria
Cafetera S.A. Fiducaf S.A.;

SIRCI Trustee Fiduciaria Cafetera S.A. Fiducaf S.A., or any successor

thereto in accordance with the terms and conditions of the
SIRCI Trust Agreement;

SITP Trust Agreement the Contrato de Fiducia Mercantil Irrevocable de

Administracin y Pagos de los Recursos del SITP, dated
February 22, 2012, between the Borrower as initial trustor
and Fiduciaria de Occidente S.A.;

Solvent with respect to any Person on a particular date, that on such

date (a) the sum of such Persons debts (including its
obligations under this Agreement) is less than the value of
such Persons property and assets (calculated at the lesser
of fair valuation and present fair saleable value); (b) such
Person has not incurred and does not intend to, and does
not believe that it will, incur debts beyond such Persons
ability to pay as such debts mature; (c) the capital of such
Person is not unreasonably small to conduct its business as
currently conducted or as proposed to be conducted; (d)
such Person is able to realize upon its property and assets
and pay its debts as they mature in the normal course of
business; and (e) such Person has not made a transfer or
incurred an obligation under this Agreement or any other
Financing Document with the intent to hinder, delay or
defraud any of its present or future creditors; provided that
for purposes of this defined term: debt means any
liability on a claim; claim means (i) any right to payment,
whether or not that right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or
unsecured; or (ii) any right to an equitable remedy for
breach of performance if that breach gives rise to a right to
payment, whether or not the right to an equitable remedy is
reduced to judgment, fixed, contingent, matured,

38
 unmatured, disputed, undisputed, secured or unsecured; and
terms used in this defined term shall be construed in
accordance with the applicable United States bankruptcy
and the State of New York fraudulent conveyance statutes
and the related case law. The amount of contingent
liabilities (such as litigation, guarantees and pension plan
liabilities) at any time shall be computed as the amount
that, in light of all the facts and circumstances existing at
the time, represents the amount that can reasonably be
expected to become an actual or matured liability;

Sponsor Support LC an Acceptable Letter of Credit issued in favor of the

KEXIM Facility Agent pursuant to the Project Funds and
Share Retention Agreement;

Sponsors Citymovil, Land Developer, LG and EDTM;

Subsidiary an Affiliate of the Borrower (a) over 50% of whose Share

Capital is owned, directly or indirectly, by the Borrower;
(b) for which the Borrower may nominate or appoint a
majority of the members of the board of directors or such
other body performing similar functions; or (c) that is
otherwise effectively Controlled by the Borrower;

Subordinated Loan has the meaning specified in the Project Funds and Share
Agreement Retention Agreement;

Swap Confirmation each confirmation of a Derivative Transaction in respect of

any Disbursement executed by the Borrower and a Hedge
Counterparty pursuant to a Hedge Agreement, in each case
in form and substance satisfactory to the Senior Lenders;

Taxes any present or future taxes, withholding obligations, duties

and other charges of whatever nature levied by any
Authority;

39
TCRM as of any date of determination, the Tasa de Cambio
Representativa del Mercado, expressed as the amount of
Colombian Pesos per one Dollar, certified by the
Superintendencia Financiera de Colombia (or the official
agency with the corresponding functions) on its internet
website address http://www.superfinanciera.gov.co, or as
published on the Reuters Screen CO/COL03 Page to the
right of the caption TRM below the heading Hoy or
other page as may replace that page for the purpose of
displaying the TCRM or on any other publicly available
internet website or publication, in each case as of 10:30
a.m., Bogot time on the Bogot and New York Business
Day following the date of determination;

Technological Platform has the meaning specified in the Concession Agreement;

TMSA Empresa de Transporte del Tercer Milenio Transmilenio

S.A., a corporation organized and existing under the laws
of the Country, incorporated with 100% of public capital;

TMSA Letter has the meaning specified in Section 4.01(w);

Top-Up Agreement the interadministrative agreement (Acuerdo

Interadministrativo), dated as of January 29, 2010, among
the City of Bogot (Bogot Distrito Capital), the Bogot
City District Mobility Secretary (Secretario Distrital de
Movildad), the Bogot City District Finance Secretary
(Secretario Distrital de Hacienda) and TMSA;

Total Commitment the aggregate amount of the Commitments of all the Senior
Lenders;

Transaction Documents collectively, the Financing Documents and the Project

Documents;

Unilateral Amendment has the meaning specified in Article 16 of Law 80 of 1993

Proceeding of the Country, including any law or decree or statute
which amends, supersedes or replaces it;

Unilateral Interpretation has the meaning specified in Article 15 of Law 80 of 1993

Proceeding of the Country, including any law or decree or statute
which amends, supersedes or replaces it;

Unilateral Termination has the meaning specified in Article 17 of Law 80 of 1993

Proceeding of the Country, including any law or decree or statute
which amends, supersedes or replaces it;

40
US Tax Obligor a Person who is resident in the United States, or whose
payments under the Finance Documents are from sources
within the United States, in each case for US federal
income tax purposes;

Woori has the meaning specified in the preamble of this

Agreement; and

World Bank the International Bank for Reconstruction and

Development, an international organization established by
Articles of Agreement among its member countries.

Section 1.02 Financial Calculations. (a) All financial calculations to be made under, or for
the purposes of, this Agreement and any other Financing Document shall be made in accordance
with the Accounting Standards, and except as otherwise required to conform to any provision of
this Agreement, shall be calculated from the then most recently issued quarterly financial
statements which the Borrower is obligated to furnish to the Finance Parties under Section
5.03(a) (Reporting Requirements).

(b) Where quarterly financial statements from the last quarter of a Financial Year are
used for the purpose of making certain financial calculations then, at the Senior Lenders option,
those calculations may instead be made from the audited financial statements for such Financial
Year, to the extent then available.

(c) If a financial calculation is to be made under or for the purposes of this

Agreement or any other Financing Document on a consolidated basis, that calculation shall be
made by reference to the sum of all amounts of similar nature reported in the relevant financial
statements of each of the entities whose accounts are to be consolidated plus or minus the
consolidation adjustments customarily applied to avoid double counting of transactions among
any of those entities, including the Borrower.

Section 1.03 Interpretation. In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this
Agreement;

(b) words importing the singular include the plural and vice versa;

(c) a reference to an Annex, Article, party, Schedule or Section is a reference to that

Article or Section of, or that Annex, party or Schedule to, this Agreement;

(d) a reference to a document includes an amendment or supplement to, or

replacement or novation of, that document but disregarding any amendment, supplement,
replacement or novation made in breach of this Agreement;

(e) a reference to a party to any document includes that partys successors and
permitted assigns; and

41
 (f) provisions requiring that any notice, certificate, document or other information be
delivered to the Senior Lenders shall be deemed to require delivery to each of the A Loan Lender
and the KEXIM Facility Agent (on behalf of KEXIM and the KEXIM Lenders).

Section 1.04 Business Day Adjustment. (a) When an Interest Payment Date in respect of the
IFC A Loan is not a Bogot and New York Business Day, then such Interest Payment Date shall
be automatically changed to the next Bogot and New York Business Day in that calendar month
(if there is one) or the preceding Bogot and New York Business Day (if there is not).

(b) When the day on or by which a payment (other than a payment of principal or
interest) is, pursuant to the IFC A Loan Agreement, due to be made is not a Bogot and New
York Business Day, that payment shall be made on or by the next Bogot and New York
Business Day in that calendar month (if there is one) or the preceding Bogot and New York
Business Day (if there is not).

(c) When an Interest Payment Date in respect of the KEXIM Direct Loan or the
KEXIM Guaranteed Loan is not a Business Day, then such Interest Payment Date shall be
automatically changed to the next Business Day in that calendar month (if there is one) or the
preceding Business Day (if there is not).

(d) When the day on or by which a payment (other than a payment of principal or
interest) is, pursuant to the KEXIM Facilities Agreement, due to be made is not a Business Day,
that payment shall be made on or by the next Business Day in that calendar month (if there is
one) or the preceding Business Day (if there is not).

Section 1.05 Senior Loan Agreements. (a) This Agreement, including its definitions,
conditions of disbursement, representations and warranties, covenants, events of default,
principles of construction, rules of interpretation and its jurisdiction, governing law and notice
provisions, is made a part of each of the Senior Loan Agreements.

(b) Subject to paragraph (c) below of this Section 1.05:

(i) this Agreement and the IFC A Loan Agreement shall be read and
construed together as one agreement; and

(ii) this Agreement and the KEXIM Facilities Agreement shall be read and
construed together as one agreement.

(c) If any provision of this Agreement conflicts with any provision of any Senior
Loan Agreement, then the provisions of the relevant Senior Loan Agreement shall prevail.

Section 1.06 Rights and Obligations of Finance Parties. (a) The obligations of each Finance
Party under the Financing Documents are several. Failure by a Finance Party to perform its
obligations under the Financing Documents does not affect the obligations of any other Party
under the Financing Documents. No Finance Party is responsible for the obligations of any other
Finance Party under the Financing Documents.

42
 (b) The rights of each Finance Party under or in connection with the Financing
Documents are separate and independent rights and any debt arising under the Financing
Documents to a Finance Party from the Borrower shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Financing Documents,
separately enforce its rights under the Financing Documents.

(d) Notwithstanding any term of any Financing Document, the consent of any Person
who is not a party hereto is not required to rescind or vary this Agreement at any time.

ARTICLE II

Common Funding Provisions, Payments, Prepayments

Section 2.01 The Senior Loans. (a) Subject to the provisions of this Agreement and the IFC A
Loan Agreement, IFC agrees to lend, and the Borrower agrees to borrow, the IFC A Loan.

(b) Subject to the provisions of this Agreement and the KEXIM Facilities Agreement,
KEXIM agrees to lend, and the Borrower agrees to borrow, the KEXIM Direct Loan.

(c) Subject to the provisions of this Agreement and the KEXIM Facilities Agreement,
each of the KEXIM Guaranteed Lenders agrees to lend, and the Borrower agrees to borrow, the
KEXIM Guaranteed Loan.

(d) The Borrower agrees that, if the proceeds of any Senior Loan are disbursed to a
third party in accordance with the Financing Documents, such Senior Loan shall be deemed to
have been made to the Borrower.

Section 2.02 Disbursement Procedure.

(a) The Borrower may request Disbursements by delivering to IFC, in respect of a

Disbursement under the IFC A Loan Agreement, and to the KEXIM Facility Agent, in respect of
a Disbursement under the KEXIM Facilities Agreement, during the applicable Availability
Period a Disbursement Request in accordance with the relevant Senior Loan Agreement.
Disbursements shall be made only during the Availability Period.

(b) The Borrower shall deliver to each Senior Lender (other than IFC) a
Disbursement Receipt within five (5) Business Days following each Disbursement by such
Senior Lender and such Disbursement Receipt shall, in the absence of manifest error, be
conclusive evidence as to the date and amount of the corresponding Disbursement.

(c) The Borrower shall concurrently deliver to each other Senior Lender a copy of
each Disbursement Request and each Disbursement Receipt delivered by it pursuant to this
Section 2.02.

(d) Each Disbursement Request delivered by the Borrower shall be irrevocable.

43
 (e) The Borrower shall not request more than one (1) Disbursement per Senior Loan
Agreement per month.

Section 2.03 Interest; Calculations.

(a) Interest Setting. The Borrower shall pay interest on each Senior Loan on the
Interest Payment Dates in accordance with the terms of this Agreement and the relevant Senior
Loan Agreement pursuant to which that Senior Loan was made.

(b) Calculations. Each calculation and determination made by each Finance Party
under each Financing Document shall, absent manifest error, be final and conclusive and binding
on all Parties.

Section 2.04 [Reserved].

Section 2.05 Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrower
shall repay the Senior Loans on the Interest Payment Dates as set out in Schedule 11 and as
otherwise set forth in the Senior Loan Agreements.

(b) Any principal amount of any Senior Loan repaid under this Agreement or the
applicable Senior Loan Agreement may not be re-borrowed.

(c) If applicable, no later than three (3) Business Days after each payment made in
accordance with Section 2.05(a), the Borrower shall deliver to the Senior Lenders a copy of
Form No. 3 ("Declaracin de Cambio por Endeudamiento Externo") duly and timely filed with
the Central Bank through an authorized intermediary of the foreign exchange market in the
Country as required by and in accordance with Applicable Law.

Section 2.06 Voluntary Prepayment. (a) Without prejudice to Section 2.12 (Taxes), Section
5.02(r) (Prepayment of Long-Term Debt) and Section 5.04(c) (Insurance) and subject to the
terms of this Agreement and the Senior Loan Agreements, the Borrower may prepay all or any
part of the Senior Loans on any Interest Payment Date after the later of (i) the Project Financial
Completion Date and (ii) the third anniversary of the Closing Date, on not less than twenty (20)
days prior, irrevocable notice to the Senior Lenders, but only if:

(i) the Borrower simultaneously pays all accrued interest and Increased Costs
(if any) on the amount of the Senior Loans to be prepaid, together with the
applicable Prepayment Premium in accordance with Section 2.06(b),
redeployment costs and all other amounts then due and payable under this
Agreement and the other Financing Documents (other than the IFC C
Loan Agreement), if the prepayment is not made on an Interest Payment
Date;

(ii) for a partial prepayment, the prepayment is an amount not less than ten
million Dollars ($10,000,000) in the aggregate across all Senior Loans;

(iii) if requested by any Finance Party, the Borrower delivers to the Senior
Lenders, prior to the date of prepayment, evidence satisfactory to each of

44
 the Senior Lenders that all necessary Authorizations with respect to the
prepayment have been obtained.

(iv) IFC shall have obtained all Authorizations from any Authority it deems
necessary or appropriate, if any, in connection with any swap termination
related to the prepayment of the IFC A Loan; and

(v) conditions in the Colombian Peso/Dollar swap market allow IFC, in its
sole discretion, to unwind the swap in respect of the portion of the IFC A
Loan that is prepaid.

(b) On the date of any prepayment of the Senior Loans in accordance with Section
2.06(a), the Borrower shall pay the applicable Prepayment Premium in respect of each of the
Senior Loans prepaid. The determination by each Senior Lender of the Prepayment Premium
applicable to that Senior Lenders Senior Loan shall be final and conclusive and bind the
Borrower (unless the Borrower shows, to the satisfaction of each of the Senior Lenders, that such
determination involved manifest error).

(c) Amounts of principal prepaid under Section 2.06(a) shall:

(i) first be allocated and paid by the Borrower pro rata among the IFC A
Loan, the KEXIM Direct Loan and the KEXIM Guaranteed Loan in
proportion to their respective principal amounts outstanding, provided
that, in the case of any prepayment when an Inconvertibility Event is
continuing (and without prejudice to Section 2.14(f)(ii) (Application of
Payments; Sharing)), the amount of the Senior Loans outstanding to an
Affected Senior Lender shall be reduced by its pro rata share of the funds
held in an escrow account in accordance with Section 2.14(d) (Application
of Payments; Sharing) in respect of the principal of its Senior Loans
calculated based on the proportion which the amounts owed to such
Affected Senior Lender bears to the aggregate amount owed to all the
Affected Senior Lenders; and

(ii) then be applied by each Senior Lender to all the respective outstanding
installments of principal of the IFC A Loan, the KEXIM Direct Loan or
the KEXIM Guaranteed Loan, as the case may be, on a pro rata basis.

(d) Any notice delivered in accordance with Section 2.06(a) shall (i) be irrevocable
and (ii) specify the date or dates upon which the relevant prepayment is to be made and the
amount of such prepayment (including, in the case of prepayment of the IFC A Loan, the
Notional Colombian Peso Principal Amount by which the outstanding amount of the IFC A Loan
is being reduced), and the Borrower shall make the prepayment in accordance with the terms of
that notice.

(e) Any principal amount of the Senior Loans prepaid under this Agreement
(including in the case of the IFC A Loan, the Dollar Equivalent (as determined in accordance
with Section 2.07(a)(i) of the IFC A Loan Agreement)at the time of prepayment of the Notional

45
Colombian Peso Principal Amount by which the outstanding amount of the IFC A Loan is being
reduced) may not be re-borrowed.

(f) The Borrower shall not prepay or purchase all or any part of any Senior Loan
unless the Borrower simultaneously prepays the other Senior Loans on a pro rata basis in
accordance with the provisions of this Section 2.06.

Section 2.07 Fees. (a) The Borrower shall pay the fees payable to a Finance Party, as
specified in the relevant Financing Document, at such times and in the manner specified in the
relevant Financing Document.

(b) The Borrower shall pay to the Offshore Collateral Agent any reasonable and
documented remuneration paid by the Offshore Collateral Agent to any collateral agent or a co-
collateral agent appointed by the Senior Lenders pursuant to the Intercreditor Agreement,
together with any related costs and expenses (including all attorney costs) properly incurred by
the collateral agent or a co-collateral agent.

Section 2.08 Currency and Place of Payments. (a) Except as provided in Section 2.08(d)
(Currency and Place of Payments), the Borrower shall make all payments of principal, interest,
fees, and any other amount due to the Senior Lenders under this Agreement and the other
Financing Documents in the Loan Currency, in same day funds, to the Senior Lender or Senior
Lenders entitled thereto at the Payment Account(s). Payments must be received in the Payment
Accounts no later than 1:00 p.m. New York time.

(b) The tender or payment of any amount payable under this Agreement or any other
Financing Document (whether or not by recovery under a judgment) to any Senior Lender in any
currency other than the Loan Currency for that Senior Lender shall not novate, discharge or
satisfy the obligation of the Borrower to pay that Senior Lender in the Loan Currency for that
Senior Lender all amounts payable under this Agreement or the applicable Financing Document
except to the extent that (and as of the date when) that Senior Lender actually receives funds in
such Loan Currency in the account specified in, or pursuant to, the relevant Senior Loan
Agreement.

(c) The Borrower shall indemnify each Senior Lender against any losses resulting
from a payment being received or an order or judgment being given under this Agreement in any
currency other than the Loan Currency for that Senior Lender or any place other than the account
specified in, or pursuant to, the relevant Senior Loan Agreement. The Borrower shall, as a
separate obligation, pay such additional amount to such Senior Lender as is necessary to enable
that Senior Lender to receive, after conversion to the Loan Currency for that Senior Lender at a
market rate and transfer to that account, the full amount due to that Senior Lender under this
Agreement or the relevant Financing Document in the Loan Currency for that Senior Lender and
in the account specified in, or pursuant to, the relevant Senior Loan Agreement.

(d) Notwithstanding the provisions of Section 2.08(a) and Section 2.08(b) and any
provisions of the Senior Loan Agreements, each Senior Lender may require the Borrower by
written notice (with a copy to all other Senior Lenders) to pay (or reimburse) that Senior Lender
any Taxes, fees, costs, expenses and other amounts payable under Section 2.12(a) (Taxes) and

46
Section 2.13 (Expenses) in the currency in which they are payable, if other than the Loan
Currency for that Senior Lender.

Section 2.09 Allocation of Partial Payments. Subject to Section 2.14 (Application of

Payments; Sharing), if at any time a Senior Lender or any Agent acting on its behalf receives
less than the full amount then due and payable to it under any of the Financing Documents, that
Senior Lender or Agent acting on its behalf shall, subject to the provisions of Section 5 of the
Intercreditor Agreement, allocate and apply the amount received by it as follows:

First, to repay any outstanding interest on each Senior Loan on a pro rata basis to the full
extent thereof; and

Second, to repay in inverse order of maturity any outstanding principal amount on each
Senior Loan on a pro rata basis to the full extent thereof,

notwithstanding any instruction that the Borrower may give to the contrary.

Section 2.10 Suspension or Cancellation by Senior Lenders. (a) Each Senior Lender may, by
notice to the Borrower (with a copy to all other Senior Lenders), suspend the right of the
Borrower to Disbursements or cancel the undisbursed portion of its Senior Loan in whole or in
part:

(i) if the first Disbursement has not been made by February 28, 2013, or such
other date as the Borrower and the Senior Lenders may agree; and

(ii) if any Event of Default has occurred and is continuing or if the Event of
Default specified in Section 6.02(f) (Events of Default) is, in the
reasonable opinion of that Senior Lender, imminent.

(b) Upon the giving of any such notice by any Senior Lender, the right of the
Borrower to any further Disbursement from that Senior Lender shall be suspended or canceled,
as the case may be. The exercise by any Senior Lender of its right of suspension shall not
preclude that Senior Lender or any other Senior Lender from exercising its right of cancellation,
either for the same or any other reason specified in Section 2.10(a) and shall not limit any other
provision of this Agreement or any other Financing Document.

(c) Upon any cancellation by a Senior Lender, the Borrower shall, subject to
paragraph (d) of this Section 2.10, pay to that Senior Lender all fees and other amounts accrued
(whether or not then due and payable) under this Agreement, the Senior Loan Agreement to
which that Senior Lender is a party and any Financing Document, up to the date of that
cancellation.

(d) In the case of partial cancellation of any Senior Loan pursuant to paragraph (a) of
this Section 2.10, or Section 2.11(a), interest on the amount then outstanding of that Senior Loan
remains payable as provided in Section 2.03 (Interest; Calculations).

Section 2.11 Cancellation by the Borrower. (a) The Borrower may, by notice to the Senior
Lenders, irrevocably request the Senior Lenders to cancel the undisbursed portion of all of the

47
Senior Loans, in whole or in part, on the date and in the amount specified in that notice (which
shall be a date not earlier than thirty (30) days after the date of that notice), provided that the
Borrower may not request cancellation of the undisbursed portion of any Senior Loan during any
Rate Setting Period (as such term is defined in the IFC A Loan Agreement).

(b) Each Senior Lender shall, by notice to the Borrower (with a copy to all other
Senior Lenders), cancel the undisbursed portion (or such Senior Lenders pro rata share thereof)
of its Senior Loan effective as of that specified date if:

(i) subject to Section 2.10(d), that Senior Lender has received all fees and
other amounts accrued (whether or not then due and payable) under this
Agreement and the Senior Loan Agreement to which that Senior Lender is
a party up to such specified date; and

(ii) if any amount of the Senior Loans is then outstanding, the Senior Lenders
are reasonably satisfied that the Borrower has sufficient long-term funding
available, on terms satisfactory to the Senior Lenders, to cause the Project
Physical Completion Date to occur as scheduled.

(c) Any portion of the Senior Loans that is cancelled under this Section 2.11 may not
be reinstated or disbursed.

Section 2.12 Taxes. (a) The Borrower shall pay or cause to be paid all Taxes (other than taxes,
if any, payable on the overall income of a Senior Lender) on or in connection with the payment
of any and all amounts due under this Agreement or any other Financing Document that are now
or in the future levied or imposed by any Authority of the Country or by any organization of
which the Country is a member or any jurisdiction through or out of which a payment is made.

(b) All payments of principal, interest, fees and other amounts due under this
Agreement or any other Financing Document shall be made without deduction for or on account
of any Taxes.

(c) If the Borrower is prevented by operation of law or otherwise from making or

causing to be made those payments without deduction, the principal or (as the case may be)
interest, fees or other amounts due under this Agreement or, as the case may be, the relevant
Financing Document shall be increased to such amount as may be necessary so that the
applicable Senior Lender receives the full amount it would have received (taking into account
any Taxes payable on amounts payable by the Borrower under this subsection) had those
payments been made without that deduction.

(d) If Section 2.12(c) applies and any Finance Party so requests, the Borrower shall
deliver to the requesting Finance Party (with a copy to all other Finance Parties) official tax
receipts evidencing payment (or certified copies of them) within thirty (30) days of the date of
that request.

(e) Section 2.12(a) and Section 2.12(b) do not apply to Taxes which directly result
from a Participant having its principal office in the Country or having or maintaining a

48
permanent office or establishment in the Country, if and to the extent that such permanent office
or establishment acquires the relevant Participation.

(f) Without double counting of any payments made by the Borrower under Section
2.12(a), the Borrower indemnifies each Finance Party against any loss or liability (including
interest and penalties) which that Finance Party (in its reasonable discretion) determines will be
or has been suffered (directly or indirectly) by that Finance Party for or on account of Taxes in
relation to a payment received or receivable (or any payment deemed to be received or
receivable) under a Financing Document or in connection with the execution, delivery or
performance of any Financing Document.

(g) Notwithstanding any other provision of any Financing Document, each Agent
shall be entitled to make a deduction or withholding from any payment which it makes under any
Financing Document for or on account of any present or future taxes, duties, assessments or
government charges if and to the extent so required by Applicable Law, in which event such
Agent shall make such payment after such withholding or deduction has been made and shall
account to the relevant Authorities for the amount so withheld or deducted.

(h) If the Borrower or any Agent is, in respect of any payment in respect of the
Obligations, required to withhold or deduct any amount for or on account of any taxes, duties,
assessments or governmental charges, the Borrower shall give written notice of that fact to such
Agent as soon as reasonably practicable after the Borrower becomes aware of the requirement to
make the withholding or deduction and shall give to the Agent such information as such Agent
shall reasonably require to enable it to assess and comply with the requirement.

Section 2.13 Expenses. (a) The Borrower shall pay or, as the case may be, reimburse each
Finance Party or its assignees any amount paid by them on account of, all taxes (including stamp
taxes), duties, fees or other charges payable on or in connection with the execution, issue,
delivery, registration or notarization of the Transaction Documents and any other documents
related to this Agreement or any other Transaction Document.

(b) The Borrower shall pay to the relevant Finance Parties or as the Finance Parties
may direct:

(i) the documented fees and expenses of the Senior Lenders consultants and
public accountants incurred in connection with the investment by the
Senior Lenders provided for under this Agreement and the other Financing
Documents;

(ii) the documented fees and expenses of one firm of international transaction
legal counsel, one firm of Korean legal counsel and one firm of
Colombian legal counsel, acting on behalf of all of the Senior Lenders,
and, in each case incurred in connection with:

(A) the preparation of the investment by each Senior Lender provided

for under this Agreement and any other Financing Document;

49
 (B) the preparation and/or review, execution and, where appropriate,
translation and registration of the Financing Documents and any
other documents related to them;

(C) the giving of any legal opinions required by any Finance Party
under this Agreement and any other Financing Document;

(D) the preparation of closing sets for each of the Senior Lenders;

(E) the administration by each Finance Party of the investment

provided for in this Agreement and the other Financing
Documents;

(F) the registration (where appropriate) and the delivery of the

evidences of indebtedness relating to the Senior Loans and their
disbursement; and

(G) the release of the Security following repayment in full of the

Senior Loans; and

(iii) the documented costs and expenses, including legal and other professional
consultants fees on a full indemnity basis, incurred by each Finance Party
in relation to (A) any amendment, supplement or modification to, or
waiver under, any of the Financing Documents, or (B) efforts to enforce or
protect its rights under any Financing Document, or the exercise of its
rights or powers consequent upon or arising out of the occurrence of any
Event of Default or Potential Event of Default.

(c) The Borrower shall pay all amounts payable under Section 2.13 and Section 7.11
within thirty (30) days after demand therefor.

Section 2.14 Application of Payments; Sharing. (a) Each of the Senior Lenders agrees that, if
it should receive any amount hereunder or under any other Financing Document (whether by
voluntary payment, by realization upon security, by the exercise of the right of setoff or bankers
lien, by counterclaim or cross action, by the enforcement of any right under the Financing
Documents, or otherwise), which, in any such case, is in excess of its pro rata share of payments
obtained by all of the Senior Lenders hereunder or under any other Financing Document, then
that Senior Lender receiving such excess payment (except to the extent such payment is received
in Convertible Currencies during any Inconvertibility Event, as described in Section 2.14(b), in
which case such excess payment shall be remitted to the Borrower or as the relevant Senior
Lender may otherwise determine) shall promptly pro rata distribute to all the Senior Lenders the
amount of such payment in excess of the amount that would have been received had such
payment been a pro rata payment, and any accrued interest thereon; provided, however, that if at
such time redistribution of such payment in such manner is inadvisable in the judgment of any
Senior Lender, then at the request of that Senior Lender, the Senior Lenders shall promptly
consult with each other to determine whether there is a preferable manner to make equitable
adjustments (including the purchase by that Senior Lender of Senior Loans held by the other
Senior Lenders to the extent permitted by any Applicable Law and the Financing Documents) to

50
permit all of the Senior Lenders to share such payment (net of expenses incurred by the recipient
Senior Lender in obtaining or preserving such payment) pro rata. If any such redistributed or
shared payment is thereafter rescinded or must otherwise be restored by the Senior Lender which
first obtained it, each of the other Senior Lenders which shared the benefit of such payment shall
return to that Senior Lender its portion of the payment so rescinded or required to be restored.

(b) Notwithstanding anything to the contrary contained in this Agreement concerning

the pro rata allocation of any payments received by or for the account of the Senior Lenders in
accordance with this Agreement or any other Financing Document, none of the Senior Lenders
shall have any obligation to share payments received by or for the account of that Senior Lender
in freely convertible and transferable currencies (Convertible Currencies) under circumstances
where there is an unavailability or shortage of foreign exchange in the Country or in the country
through which a payment is made (each an Affected Country) or there has occurred a general
moratorium or general debt rescheduling with respect to indebtedness of entities in any Affected
Country (Inconvertibility Event), and by reason of such circumstances, any Authority of such
Affected Country having the power to regulate foreign exchange has permitted the Borrower to
convert the currency of the Affected Country into, and/or transfer, Convertible Currencies in
order to pay obligations denominated in Convertible Currencies which are owed to that Senior
Lender but has not permitted it to do so in order to pay obligations denominated in Convertible
Currencies which are owed to the other Senior Lenders.

(c) Subject to Section 2.14(d), during any Inconvertibility Event the Borrower shall
pay all amounts due hereunder or any other Financing Document to or for the joint and exclusive
benefit of each Senior Lender which is not able to receive or obtain in the contractual place of
payment Convertible Currencies in respect of Dollar-denominated payment obligations of the
Borrower hereunder or any other Financing Document (each such Senior Lender, an Affected
Senior Lender) into one or more escrow accounts in the relevant Affected Country in the name
of, or in trust for, or otherwise for the joint and exclusive benefit of, all Affected Senior Lenders
(and on terms satisfactory to all such Affected Senior Lenders) in the currency of the Affected
Country or, if permitted, in Dollars, to be held in such escrow account until the Inconvertibility
Event no longer exists, at which time all amounts held in such escrow accounts shall be
converted into Dollars and paid to the Affected Senior Lenders and applied against amounts due
hereunder or any other Financing Document and not paid by virtue of such Inconvertibility Event
based on their pro rata shares of such amounts. If, following conversion into Dollars the amount
is greater than that required to pay all such amounts owing to the Affected Senior Lenders in
respect of which such funds were originally credited to the escrow account, the balance shall be
paid to the Borrower, and if the amount is less than required, then the unpaid balance shall be
promptly paid by the Borrower, provided that, in either case, all the payments due to the Senior
Lenders pursuant to Section 2.14(b) have already been made.

(d) To the extent that on any date when payments are due under this Agreement there
is an Inconvertibility Event, payment by the Borrower of amounts contemplated under Section
2.14(b) above shall only be made contemporaneously with the payment to the escrow accounts
referred to in Section 2.14(c) above in the currency of the Affected Country or, if permitted, in
Dollars of the amount that cannot be paid to the Affected Senior Lenders on that date by virtue of
the Inconvertibility Event (applying in relation to any payment in the currency of the Affected
Country to an escrow account an exchange rate equal to the Applicable Exchange Rate) and, in

51
the event that the Borrower has insufficient funds to make payment in full in accordance with
Section 2.14(b) above and to the escrow accounts under Section 2.14(c) in accordance with the
foregoing provisions of this Section 2.14(d), payments shall be made pro rata to such amounts
owing to all Senior Lenders. For the avoidance of doubt, for the purposes of this Section
2.14(d), references to amounts due or owing on any date shall exclude amounts that fell due
on an earlier date and cannot be paid by virtue of an Inconvertibility Event but in respect of
which the Borrower has previously already paid the required amount into an escrow account as
contemplated by Section 2.14(c), regardless of any intermediate exchange rate variation.

(e) For the avoidance of doubt:

(i) subject to the proviso of Section 2.14(c), the Affected Senior Lenders shall
not be bound to share any amounts held in escrow accounts in the name
of, in trust for, or otherwise for the joint benefit of, such Affected Senior
Lenders with any Senior Lender which received payments for its account
in freely convertible and transferable currencies in accordance with
Section 2.14(b) above;

(ii) neither the existence of an Inconvertibility Event nor any provision of this
Section 2.14 shall in any way modify, vary or constitute a defense to, the
obligations of the Borrower to make payments in Dollars in full when due
and payable under the Financing Documents in the required place of
payment whether or not the Borrower is subject to any Inconvertibility
Event and payment to the escrow account(s) shall not constitute payment
for these purposes; and

(iii) if whilst an Inconvertibility Event is continuing, any Authority of any

Affected Country having the power to regulate foreign exchange permits
an Affected Senior Lender holding funds in an escrow account in
accordance with Section 2.14(c) to convert the currency of the Affected
Country into, and/or transfer, Convertible Currencies outside such
Affected Country then such Affected Senior Lender shall be entitled to
receive and convert and/or transfer its pro rata share of funds held in
escrow accounts and the provisions of Section 2.14(b) shall apply thereto
and, for the avoidance of doubt, any shortfall remaining after transfer
and/or conversion shall remain due and owing from the Borrower.

(f) Any amount remitted by a Senior Lender to other Senior Lenders pursuant to
Section 2.14(a), shall be treated as having been paid by the Borrower to other Senior Lenders in
accordance with the terms of this Agreement. On such distribution by the Senior Lender of a
payment received by that Senior Lender from the Borrower, as between such Senior Lender and
the Borrower an amount equal to the amount received by such Senior Lender and distributed to
the other Senior Lenders will be treated as not having been paid to such Senior Lender by the
Borrower.

52
Section 2.15 Promissory Notes. (a) In connection with and at the time of each Disbursement,
the Borrower shall execute and deliver to the relevant Senior Lender providing such
Disbursement a Promissory Note.

(b) The issuance of Promissory Notes pursuant to this Agreement shall not entail a
novation with respect to this Agreement or the relevant Loan Agreements. Notwithstanding the
foregoing, payment of the principal of any Promissory Note shall pro tanto discharge the
obligation of the Borrower to repay the Disbursement to which such Promissory Note relates;
and the payment of interest on the Promissory Note shall pro tanto discharge the obligation of the
Borrower to pay interest on that Disbursement to which such Promissory Note relates.

(c) The Borrower represents that at the time of delivery of each Promissory Note,
each Promissory Note shall constitute in the Country a valid binding and enforceable obligation
of the Borrower in accordance with its terms. The Borrower hereby agrees to indemnify each
Senior Lender for all costs and expenses associated with the enforcement of the Promissory
Notes.

(d) Without prejudice to the generality of the foregoing provisions, the non-payment
by the Borrower under a Promissory Note when due renders such Promissory Note immediately
due and payable notwithstanding anything herein or therein to the contrary without any notice or
demand.

(e) [Reserved]

(f) Each Agent may treat the holder in whose name the Promissory Note is registered
in such Agent's books and records as the owner of such Promissory Note for all purposes,
whether or not such Promissory Note be overdue, and such Agent shall not be affected by notice
to the contrary except as required by Applicable Law.

(g) The Borrower agrees and covenants that it will (i) upon request of any Senior
Lender, exchange any Promissory Note governed by Colombian law for a Promissory Note
governed by New York law, or vice versa, (ii) execute and deliver any and all amendments or
endorsements to the Promissory Notes, or replace the Promissory Notes with amended or
endorsed Promissory Notes, and take all further action that may in the reasonable judgment of
any Senior Lender be necessary, or that the Senior Lender may reasonably request from time to
time, to ensure that the Promissory Notes duly reflect the terms of this Agreement and (iii)
execute and deliver replacement Promissory Notes that may be necessary in the reasonable
judgment of any Senior Lender or that any Senior Lender may reasonably request from time to
time, to ensure that the Promissory Notes duly reflect the terms of this Agreement.

(h) If for any reason any Agent considers in its sole discretion that the amounts to be
received by it will be, or the amounts actually received by it pursuant thereto are, insufficient to
satisfy all claims with respect to all payments then falling due with respect to the Obligations,
until such time as the Agent has received the full amount of all such payments, the Agent shall
not be obliged to pay any such claims.

53
 ARTICLE III

Representations and Warranties

Section 3.01 Representations and Warranties. The Borrower represents and warrants to each
Finance Party that:

(a) Organization and Authority. The Borrower is a company simplified by shares

duly incorporated and validly existing under the laws of the Country and has the corporate power
and has obtained all required Authorizations to own its assets, conduct its business as presently
conducted and to enter into, and comply with its obligations under, the Transaction Documents
to which it is a party or will, in the case of any Transaction Document not executed as at the date
of this Agreement, when that Transaction Document is executed, have the corporate power to
enter into, and comply with its obligations under, that Transaction Document;

(b) Validity. Each Transaction Document to which the Borrower is a party has been,
or will be, duly authorized and executed by the Borrower and constitutes, or will constitute, in
each case when executed by each other party thereto, a valid and legally binding obligation of
the Borrower, enforceable in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability;

(c) No Conflict. Neither the making of any Transaction Document to which the
Borrower is a party nor (when all the Authorizations referred to in Section 4.01(d) (Conditions of
First Disbursement) have been obtained) the compliance with its terms will conflict with or
result in a breach of any of the terms, conditions or provisions of, or constitute a default or
require any consent under, any material indenture, mortgage, agreement or other instrument or
arrangement to which the Borrower is a party or by which it is bound, or violate any of the terms
or provisions of the Borrowers Charter or any Authorization, judgment, decree or order or any
law, statute, rule or regulation applicable to the Borrower;

(d) Status of Authorizations. (i) The Borrower further represents and warrants that:

(A) the Authorizations specified in Annex B (as such Annex may be

amended or supplemented from time to time by agreement of the
Borrower, the A Loan Lender and the KEXIM Facility Agent) are
all the Authorizations (other than Authorizations that are of a
routine nature and are obtained in the ordinary course of business)
needed by the Borrower to conduct its business, carry out the
Project and execute, and comply with its obligations under, this
Agreement and each of the other Transaction Documents to which
it is a party;

(B) as of, and after, the date of this Agreement, all Authorizations
specified in Section (1) of Annex B have been obtained and are in
full force and effect; and

54
 (C) the Borrower has applied (or is making arrangements to apply) for
all Authorizations specified in Section (2) of Annex B, and has no
reason to believe that it will not obtain those Authorizations in a
timely manner;

and

(ii) except for rights that can reasonably be expected to be obtained on

commercially reasonable terms at the time required, the Project
Documents contain all rights that are necessary for:

(A) the construction, completion, operation and ownership of the

Project, and

(B) the conduct of the business of the Borrower as contemplated by the

Transaction Documents;

(e) No Amendments to Charter. The Borrowers Charter has not been amended since
April 20, 2012;

(f) No Immunity. Neither the Borrower nor the SIRCI Trust nor any of their
respective property enjoys any right of immunity from set-off, suit or execution with respect to
their respective assets or their respective obligations under any Transaction Document;

(g) Disclosure. All documents, reports or other written information pertaining to the
Borrower or the Project that have been furnished to the Finance Parties or any Finance Party by
the Borrower, the SIRCI Trust, the Sponsors or their respective Affiliates, including (i) the
Information Memorandum, (ii) any application to any Senior Lender for the extensions of credit
provided for in the Financing Documents, (iii) the Financing Documents, including the exhibits
and schedules attached thereto, and (iv) all other information relating to the Borrower or the
Project provided by the Borrower, the SIRCI Trust, the Sponsors or their respective Affiliates to
the Senior Lenders or any Senior Lender (other than for projections and other forward-looking
statements contained in the Information Memorandum and other forecasts and projections, which
the Borrower believes to be reasonable), were and continue to be true, complete and accurate in
all material respects and do not contain any information which is misleading in any material
respect nor do they omit any information the omission of which makes the information contained
in it misleading in any material respect and, if translated into English, were translated without
changing the meaning of any clause in any material respect;

(h) Financial Condition. Since September 30, 2012, neither the Borrower nor the
SIRCI Trust has suffered any change that has a Material Adverse Effect;

(i) Financial Statements. The financial statements of the Borrower and the SIRCI
Trust for the Financial Year and financial quarter most recently ended:

(i) have been prepared in accordance with the Accounting Standards, and
present fairly the financial condition of the Borrower and the SIRCI Trust,
respectively, as of the date as of which they were prepared and the results

55
 of the Borrowers and the SIRCI Trusts respective operations during the
period then ended; and

(ii) disclose as of such date all liabilities (contingent or otherwise) of the

Borrower or the SIRCI Trust, as applicable, and the reserves, if any, for
such liabilities and all unrealized or anticipated liabilities and losses
arising as of such date from commitments entered into by the Borrower or
the SIRCI Trust, as applicable (whether or not such commitments have
been disclosed in such financial statements), in each case to the extent
required to be disclosed by the Accounting Standards, and no liability of
the Borrower or the SIRCI Trust, as applicable, that is not disclosed in the
financial statements could reasonably be expected to have a Material
Adverse Effect;

(j) Transaction Documents.

(i) Except as set forth in Annex F, from and after the Closing Date (A) the
Borrower is not a party to any agreement that individually or in the
aggregate on any date of determination requires aggregate payments in
excess of twenty thousand Dollars ($20,000) (or its equivalent in
Colombian Pesos) in any Financial Year other than the Transaction
Documents, (B) there are no agreements relating to the Project other than
the Transaction Documents and the agreements described in clause (A),
(C) the Borrower has provided to the Senior Lenders true and complete
copies of all Transaction Documents and (D) each Transaction Document
is in full force and effect; and

(ii) none of the Project Documents, and no provision thereof, has been
waived, amended or modified except as permitted under this Agreement.

(k) Title to Assets and Permitted Liens.

(i) Each of the Borrower and the SIRCI Trust has good and marketable title
to all of the assets purported to be owned by it and possesses a valid
leasehold interest in all assets which it purports to lease, in all cases free
and clear of all Liens, other than Permitted Liens and no contracts or
arrangements, conditional or unconditional, exist for the creation by the
Borrower and the SIRCI Trust of any Lien, except for the Security;

(ii) the provisions of the Security Documents are effective to create, in favor
of the Finance Parties, legal, valid and enforceable Liens on or in all of the
assets covered by the Security; and

(iii) as of the Closing Date and each other date thereafter on which this
representation is given or deemed to have been given, all recordings and
filings have been made in all public offices, all necessary consents
obtained and all other action has been taken so that the Liens created by

56
 each Security Document constitute perfected Liens on the Security with
the priority specified in the Security Documents;

(l) Taxes. All tax returns and reports of the Borrower and the SIRCI Trust required
by law to be filed have been duly filed and all Taxes, obligations, fees and other governmental
charges upon the Borrower or the SIRCI Trust, or their respective properties, or their respective
income or assets, which are due and payable or to be withheld, have been paid or withheld, other
than (i) those presently payable without penalty or interest, (ii) those being contested in
accordance with the Permitted Contest Conditions or (iii) those which, individually or in the
aggregate, constitute immaterial amounts;

(m) Litigation.

(i) Neither the Borrower nor the SIRCI Trust is engaged in nor, to the best of
its knowledge and belief after due inquiry, threatened by, any litigation,
arbitration, administrative proceedings, or criminal or regulatory
investigation the outcome of which could reasonably be expected to have
a Material Adverse Effect; and

(ii) no judgment or order has been issued which has or could reasonably be
expected to have a Material Adverse Effect;

(n) Compliance with Law. The Borrower is in compliance in all material respects,
and the SIRCI Trust is in compliance, with all laws and regulations of any Authority applicable
to it;

(o) Environmental Matters.

(i) There are no material social or environmental risks or issues in relation to

the Project; and

(ii) it has not received nor is aware of either (A) any existing or, to the best of
its knowledge and belief after due inquiry, threatened, complaint, order,
directive, claim, citation or notice from any Authority or (B) any written
communication from any Person concerning the Projects failure to
comply with any matter covered by the Performance Standards which
failure has, or could reasonably be expected to have, a Material Adverse
Effect or a material adverse impact on the implementation or operation of
the Project in accordance with the Performance Standards;

(p) Labor Matters. There are no ongoing or, to the best knowledge and belief of the
Borrower after due inquiry, threatened, strikes, slowdowns or work stoppages by employees of
the Borrower or any contractor with respect to the Project;

(q) Sanctionable Practices. Neither the Borrower nor the SIRCI Trust nor any
Sponsor nor any of its or their Affiliates, nor any Person acting on its or their behalf, has
committed or engaged in, with respect to the Project or any transaction contemplated by this
Agreement, any Sanctionable Practice;

57
 (r) Ownership; Subsidiaries.

(i) The Borrower is the sole trustor to the SIRCI Trust Agreement. The
Borrower does not have outstanding any securities convertible into or
exchangeable for any of its Share Capital or any rights to subscribe for or
to purchase, or any warrants or options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to such Share
Capital, except as contemplated in the Shareholders Agreement; and

(ii) except as set forth in Annex G, no Credit Party beneficially owns any
Share Capital or other ownership interest of any other Person. The
Borrower is not nor has been engaged in any joint venture or partnership
with any other Person;

(s) Pari Passu Ranking. The Borrowers payment obligations under the Financing
Documents (other than the IFC C Loan Agreement) rank at least pari passu with the claims of all
its other secured and unsubordinated creditors, except for the obligations mandatorily preferred
by the laws of the Country, as applicable to the Borrower;

(t) Governing Law and Enforcement.

(i) The choice of New York law as the governing law of the Finance
Documents will be recognized and enforced in the Country; and

(ii) any judgment obtained in New York in relation to a Finance Document

will be recognized and enforced in the Country;

(u) Legal Form; Enforceability. This Agreement and the other Transaction
Documents are, or when duly executed and delivered, will be, in proper legal form under the
laws of the Country for the enforcement thereof under such laws, provided, however, that with
respect to any ruling of a court other than a court of the Country regarding any Financing
Document governed by the laws of a country other than the Country, an exequatur award is
obtained before the Colombian Supreme Court of Justice. There are no formalities required in
the Country for the validity and enforceability of this Agreement and the other Financing
Documents, other than (a) each Senior Loan Agreement and the Disbursements made thereunder
being registered with the Central Bank, (b) each Security Document that is in the form of a
pledge or trust being registered with the corresponding Chamber of Commerce or land registry,
as applicable; (c) each Financing Document executed in language other than Spanish, being
translated by a certified translator before the Ministry of Foreign Affairs of the Country into
Spanish; and (d) any necessary notarization or legalization being made before the appropriate
consulate or through an apostille, registration, recording or filing with any court or other
Authority in the Country, and no further action is required for the validity and enforceability
thereof other than the aforementioned. Except for any fees provided for in the Financing
Documents and reflected in the Construction Budget that have been paid in full or will have been
paid in full by each date this representation is made or deemed made, no fees or charges are
required to be paid for the legality, validity, or enforceability of the Financing Documents;

58
 (v) Intellectual Property. The Borrower owns or has the right to use all patents,
trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and
other rights with respect thereto, and has obtained assignment of all licenses and other rights of
whatsoever nature, that are material to the construction or operation of the Project and its
business as currently contemplated without any conflict with the rights of others;

(w) Construction Budget; Financial Model; Financial Plans. As of the date of this
Agreement and the Closing Date, the Construction Budget accurately specifies in all material
respects all costs and expenses incurred and the Borrowers good faith estimate of all costs and
expenses (other than reasonable allowances for contingency expenses) anticipated by the
Borrower to be incurred prior to the Completion Date to construct and implement the Project in
the manner contemplated by the Transaction Documents. With respect to all projections and
budgets (including the Construction Budget, the Annual Budget, the maintenance schedule and
the Financial Model) furnished or to be furnished to any Senior Lender by or on behalf of the
Borrower and the summaries of significant assumptions related thereto, the Borrower represents
and warrants that such projections, budgets and summaries of assumptions (a) have been
prepared with due care and in good faith, (b) fairly present, the expectations of the Borrower as
to the matters covered thereby as of their date, (c) are based on reasonable assumptions as to all
factual and legal matters material to the estimates therein (including interest rates and costs), (d)
are consistent with the applicable provisions of the Transaction Documents in all material
respects and Applicable Law, and in the case of the Construction Budget and the Annual Budget,
are consistent with the Financial Model and (e) have been prepared on a basis substantially
consistent with the financial statements referred to in Section 3.01(i). On the date of this
Agreement and the Closing Date, the Borrower is not aware of any fact in existence which could
reasonably be expected to result in any material adverse change in the Construction Budget, the
Annual Budget or the Financial Model or in the assumptions made in preparation thereof;

(x) Single-Purpose Company. The Borrower has not been and is not engaged in any
trade, business or activity other than the Project. The Borrower has no outstanding Financial
Debt other than Permitted Debt, has no obligations or liabilities (whether or not contingent) other
than those related to the conduct of its business and its obligations under the Transaction
Documents and has not owned and does not own any assets, other than those assets that are
subject to the Liens of the Security Documents or that cannot be subject to such Liens under
Applicable Law;

(y) Solvency. The Borrower is, and upon giving effect to the borrowing of Senior
Loans and consummation of the transactions contemplated by the Financing Documents and the
Project Documents will be, Solvent;

(z) Executive Offices; Collateral Locations. The Borrowers name as it appears in

official filings in its jurisdiction of organization, organization type, organization number, if any,
issued by its jurisdiction of organization, and the current location of its chief executive office,
principal place of business and warehouses and premises at which any Collateral or books and
records are located are set forth in Schedule 13, and except as set forth in Schedule 13, none of
such locations has changed within the four (4) months preceding the Closing Date. The
Borrower has only one jurisdiction of organization;

59
 (aa) UN Security Council Resolutions. The Borrower has not entered into any
transaction nor engaged in any activity prohibited by any resolution of the United Nations
Security Council under Chapter VII of the United Nations Charter;

(bb) Recharge Contracts. Each contract or other arrangement for card recharge
between the Borrower and an external vendor (each, a Recharge Contract) provides for a
recharge fee which is not more than 1.57% of the value of the recharge revenues generated by
that Recharge Contract;

(cc) Availability and Transfer of Foreign Currency. No foreign exchange control

approvals or other Authorizations, except for the registration of each Senior Loan Agreement and
the Disbursements thereunder with the Central Bank of the Country, are required to ensure the
availability of Dollars to enable the Borrower to perform all of its obligations under each
Transaction Document to which it is a party in accordance with the terms thereof. There are no
restrictions or requirements that limit the availability or transfer of foreign currency for the
purpose of the performance by the Borrower of its respective obligations under this Agreement
or any other Transaction Document to which it is a party; and

(dd) FATCA Status. It is not a FATCA FFI or a US Tax Obligor.

Section 3.02 Reliance. The Borrower acknowledges that it makes the representations and
warranties in Section 3.01 with the intention of inducing each of the Finance Parties to enter into
this Agreement and each of the other Financing Documents to which it is a party and that each of
the Finance Parties has entered into such documents on the basis of, and in full reliance on, each
of such representations and warranties.

ARTICLE IV

Conditions of Disbursement

Section 4.01 Conditions of First Disbursement. The obligation of any Senior Lender to make
the first Disbursement of the Senior Loans is subject to the fulfillment, or waiver by the Senior
Lenders, of the following conditions, in each case, in form and substance satisfactory and
otherwise to each Senior Lender:

(a) Transaction Documents. The Transaction Documents (other than the Pledge of
Subordinated Loans), each in form and substance satisfactory to the Senior Lenders, have been
entered into by all parties to them and have become (or, as the case may be, remain)
unconditionally and fully effective in accordance with their respective terms (except for this
Agreement having become unconditionally and fully effective, if that is a condition of any of
those agreements), and each Senior Lender has received an original of each such agreement to
which it is a party and a copy of each of those agreements to which the Senior Lenders are not a
party, accompanied by a certificate of the Borrower signed by an Authorized Representative of
the Borrower certifying that: (i) each such copy is a true, correct and complete copy, (ii) each
such agreement is in full force and effect, (iii) since the date of execution thereof, each such
agreement has not been amended, modified or supplemented, nor has any waiver been granted
thereunder, except for those amendments, modifications, supplements and waivers which are

60
attached to such certificate and (iv) the conditions precedent to the effectiveness of each such
agreement have been satisfied or waived;

(b) Charter Amendments. The Senior Lenders have received a certificate of the
Borrower and of each Sponsor, signed by an Authorized Representative thereof, in each case
attaching a copy of its Charter, certifying that (i) such copy is a true, correct and complete copy
of such Charter and (ii) no amendment has been made to such Charter;

(c) Security. The Security (other than the Security created by the Pledge of
Subordinated Loans and the Second Ranking Share Pledge Agreement) has been duly created,
perfected and registered as first priority security interests in all assets and rights subject to the
Security Documents in favor of the Senior Lenders, subject only to Liens given priority by
operation of law, and the Senior Lenders have received satisfactory evidence thereof;

(d) Authorizations. Each Credit Party and each Sponsor has obtained, and provided
to the Senior Lenders copies of, all Authorizations listed in Section (1) and Section (2) of Annex
B, and such other Authorizations not listed in those Sections that may become necessary as of
the Closing Date for:

(i) the Senior Loans;

(ii) the business of the Borrower as it is presently carried on;

(iii) the Project and the implementation of the Financial Plans;

(iv) the due execution, delivery, validity and enforceability of, and
performance by it of its obligations under, this Agreement and the other
Transaction Documents; and

(v) the remittance to each of the Finance Parties or their respective assigns in
Dollars of all monies payable with respect to the Transaction Documents;

(e) Legal Opinions. The Senior Lenders have received a legal opinion or opinions
dated as of the Closing Date, addressed to each of the Finance Parties and covering such matters
relating to the transactions contemplated by the Transaction Documents as the Finance Parties
may require, from:

(i) Latham & Watkins LLP, New York counsel to the Borrower and the
Sponsors;

(ii) Gmez-Pinzn Zuleta, Colombian counsel to the Borrower and the

Sponsors;

(iii) Allen & Overy LLP, New York counsel to the Senior Lenders;

(iv) Brigard & Urrutia, Colombian counsel to the Senior Lenders;

(v) Korean counsel to the Senior Lenders;

61
 (vi) Panamanian counsel to Land Developer acceptable to the Senior Lenders;
and

(vii) Korean counsel to LG acceptable to the Senior Lenders;

(f) Auditors Certificate. The Senior Lenders have received a certification from the
Auditors addressed to each of the Senior Lenders confirming that, as at a date within sixty (60)
days prior to the Closing Date, the Borrower is in compliance with the provisions of Section
5.01(d) (Affirmative Covenants) and containing a brief description of the systems and records in
place;

(g) Insurance. The Senior Lenders have received copies of all Insurance Policies
prior to the Closing Date, a certification of the Borrowers insurers or insurance agents,
addressed to each of the Senior Lenders, confirming that such policies are in full force and effect
and all premiums then due and payable under those policies have been paid and a report from the
Insurance Consultant satisfactory to the Senior Lenders in relation to the Insurance Policies;

(h) Authorization of Auditors. The Senior Lenders have received a copy of the
authorization to the Auditors referred to in Section 5.01(e) (Affirmative Covenants);

(i) Incumbency. The Senior Lenders have received a Certificate of Incumbency and
Authority of the Borrower, the SIRCI Trust and each Sponsor;

(j) Appointment of Process Agent. The Senior Lenders have received satisfactory
evidence, substantially in the form of Schedule 4, of appointment of an agent for service of
process by the Borrower, the SIRCI Trust and each Sponsor and each other Person required to
appoint such an agent pursuant to Section 7.05 (Applicable Law and Jurisdiction.) and the
corresponding provisions of the other Financing Documents;

(k) Environmental Matters. The Borrower has submitted to IFC a draft version of
procedures for community members to present to the Borrower any concern about arrangements
for security services, including procedures for investigating any concern, and procedures for
providing robust responses to community members, in time for IFC to review, comment on, and
approve such procedures prior to the Closing Date;

(l) Project Accounts. The Project Accounts have been established in accordance
with the terms and conditions of the Accounts Agreement, and the Senior Lenders have received
satisfactory evidence thereof;

(m) Financial Statements. The Senior Lenders have received copies of the financial
statements referred to in Section 5.03(a) (Quarterly Financial Statements and Reports) and
Section 5.03(b) (Annual Financial Statements and Reports) and the financial statements of the
Sponsors required under the Project Funds and Share Retention Agreement, certified by Carlos
Eduardo Orduz (in the case of the audited financial statements) or an Authorized Representative
of the Borrower or the relevant Sponsor, as applicable (in the case of the unaudited Financial
Statements);

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 (n) Budgets; Financial Model. The Senior Lenders have received the final versions
of:

(i) an electronic copy of the Financial Model;

(ii) the Construction Budget; and

(iii) the proposed Annual Budgets through the Final Maturity Date, based on
the annual projections set out in the Financial Model,

together with a certificate of the Borrower, signed by an Authorized Representative thereof,

dated the Closing Date, certifying that the copy of each of the items set forth above is a true,
correct and complete copy and that each (A) was prepared in good faith by the Borrower, (B) is,
and is based upon assumptions that are, consistent with the applicable provisions of the
Transaction Documents in all material respects and Applicable Law, and (C) is, and is based
upon, assumptions that the Borrower considers to be reasonable;

(o) Closing Certificates. The Senior Lenders have received an Officers Certificate of
each Sponsor dated the Closing Date, to the effect that the representations and warranties of such
Sponsor set forth in each Financing Document to which such Sponsor is party are true and
correct in all material respects on and as of such date as if made on and as of such date (or, if
stated to have been made solely as of an earlier date, were true and correct in all material
respects as of such earlier date);

(p) Equity Contributions. The Senior Lenders have received corresponding pages
from the shareholders registry of the Borrower evidencing that the Shareholders have fully paid
an equity contribution of at least $25,000,000 (or its equivalent in Colombian Pesos at the
exchange rate in effect on the date on which the equity contribution was made) as provided for in
the Financial Plans;

(q) IFC C Loan. The IFC C Loan has been fully disbursed;

(r) Compliance with Concession Agreement. The Senior Lenders have received a
certificate of the Borrower, signed by an Authorized Representative, to the effect that the
Borrower is in compliance with all of its obligations under the Concession Agreement;

(s) Recharge Contract. The Senior Lenders have received a certificate of the
Borrower, signed by an Authorized Representative, to the effect that each Recharge Contract
provides for a recharge fee which is not more than 1.57% of the value of the recharge revenues
generated by that Recharge Contract;

(t) Borrower Agreements; Annex F. The Borrower and the Senior Lenders have
agreed on a revised version of Annex F, and the Senior Lenders have received a true and
complete copy of such other agreements listed thereon as they may request;

(u) Foreign Indebtedness Registration. For each of the Senior Loans, the Borrower
has delivered to the Senior Lenders a copy of (i) Form No. 6 Information of Foreign
Indebtedness Granted to Residents (Informacin de Endeudamiento Externo otorgado a

63
Residentes) duly filed with the Central Bank through an authorized intermediary of the foreign
exchange market in the Country as required by and in accordance with Applicable Law and (ii)
Form No. 9 duly filed directly by the SIRCI Trustee (on behalf of the SIRCI Trust) with the
Central Bank in the Country as required by and in accordance with Applicable Law;

(v) Solvency Certificate. The Senior Lenders have received a solvency certificate, in
the form attached as Schedule 15 or otherwise in form and substance satisfactory to the Senior
Lenders, from the chief financial officer or other appropriate Authorized Representative of each
Credit Party;

(w) TMSA Letter. The Borrower has delivered a letter to TMSA in form and
substance satisfactory to the Senior Lenders confirming TMSAs requirements for accepting a
new concessionaire in the event of an activation of Clause 107 of the Concession Agreement in
connection with the Senior Lenders step-in rights (the TMSA Letter);

(x) Appointment of Auditors. Each of the Borrower and the SIRCI Trust has
appointed the Auditors, as evidenced, in the case of the Borrower, in its Certificates of Existence
and Legal Representation (Certificados de Existencia y Representacin Legal) and all Auditors
certifications required under Sections 4.01 and 4.02 have been delivered by such Auditors; and

(y) Bridge Financing. Each of the Senior Lenders has received evidence satisfactory
to it that all amounts due in respect of each Bridge Financing Facility have been paid in full with
proceeds of the IFC C Loan in cash, that the commitments to make further advances thereunder
have been terminated and that all Liens granted in connection therewith have been irrevocably
terminated and released.

Section 4.02 Conditions of All Disbursements. The obligation of any Senior Lender to make
any Disbursement of the Senior Loans, including the first Disbursement, is subject to the
satisfaction, or waiver by the A Loan Lender and the KEXIM Facility Agent (acting on the
instructions of the KEXIM Lenders), of each of the following conditions precedent, in each case
in form and substance and otherwise satisfactory to each Senior Lender (in the case of the first
Disbursement) and to the A Loan Lender and the KEXIM Facility Agent (in the case of all
subsequent Disbursements):

(a) No Default. No Event of Default and no Potential Event of Default has occurred
and is continuing;

(b) Use of Proceeds. The proceeds of that Disbursement:

(i) are, at the date of the relevant request, needed by the Borrower for the
purpose of the Project, or will be needed for that purpose within six (6)
months of that date; and

(ii) in the case of the IFC A Loan, are not in reimbursement of, or to be used
for, expenditures in the territories of any country that is not a member of
the World Bank or for goods produced in or services supplied from any
such country;

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 (c) No Material Adverse Effect. Since the date of this Agreement nothing has
occurred which has or could reasonably be expected to have a Material Adverse Effect;

(d) Representations and Warranties. The representations and warranties made in

Article III are true and correct in all material respects on and as of the date of that Disbursement
with the same effect as if those representations and warranties had been made on and as of the
date of that Disbursement (but in the case of Section 3.01(c) (Representations and Warranties),
without the words in parentheses);

(e) Legal Opinions. The Senior Lenders have received (if required by any of the
Finance Parties) a legal opinion or opinions, addressed to each of the Finance Parties and in form
and substance satisfactory to the Finance Parties, of counsel to the Finance Parties, and, if the
Senior Lenders so require, concurred in by counsel for the Borrower, with respect to any matters
relating to that Disbursement;

(f) No Violations. After giving effect to that Disbursement, the Borrower would not
be in violation of:

(i) its Charter;

(ii) any material provision contained in any document to which the Borrower
is a party (including this Agreement) or by which the Borrower is bound;
or

(iii) any law, rule, regulation, Authorization or agreement or other document

binding on the Borrower directly or indirectly limiting or otherwise
restricting the Borrowers borrowing power or authority or its ability to
borrow;

(g) Debt to Equity Ratio. After giving effect to such Disbursement, the Debt to
Equity Ratio shall not exceed 75:25;

(h) [Reserved];

(i) [Reserved];

(j) Fees. Each of the Finance Parties has received the fees which Section 2.07 (Fees)
requires to be paid on or before the relevant Disbursement Date;

(k) Other Fees, Costs and Expenses. Each of the Finance Parties has received the
reimbursement of all fees, costs and expenses due and payable to that Finance Party on or prior
to the relevant Disbursement Date in accordance with the Financing Documents, including the
invoiced fees and expenses of the Senior Lenders counsel as provided in Section 2.13(b)(ii)
(Expenses) or confirmation that those fees and expenses have been paid directly to that counsel;

(l) Construction Progress Reports. The Senior Lenders have received a certificate of
the Borrower, signed by an Authorized Representative thereof and dated as of the relevant
Disbursement Date, to the effect that since the date of the most recent Construction Progress

65
Report, no act, event or condition has occurred that would make such Construction Progress
Report untrue, incorrect or misleading in any material respect (except as then or previously
disclosed in writing to the Senior Lenders and so long as none of such disclosures are
unsatisfactory to the Senior Lenders, acting reasonably);

(m) Concession Agreement. The Senior Lenders have received (i) satisfactory
evidence that TMSA has issued a written authorization to the Borrower in accordance with the
Concession Agreement to place an order to acquire the equipment that will be funded with such
Disbursement and (ii) a certificate of the SIRCI Trust, signed by an Authorized Representative
thereof, that the aggregate amount of receivables due from the City of Bogot to the SITP Trust,
and from the SITP Trust to the SIRCI Trust, do not exceed an amount equivalent to eight (8)
weeks of fixed revenues under the Concession Agreement;

(n) Hedges. To the extent that the Borrower has executed Derivative Transactions
with counterparties other than the Hedge Counterparty to hedge the Dollar to Colombian Peso
exchange rate with respect to the amount of the proposed Disbursement (other than a
Disbursement relating to the IFC A Loan) the sum of (i) the periodic payments owing by the
Borrower under those Derivative Transactions, (ii) the periodic payments owing by the Borrower
under the Hedge Agreements entered into prior to that Disbursement, and (iii) principal and
interest payment under the IFC A Loan is not higher than the Colombian Peso debt service
contemplated in Annex H;

(o) Promissory Notes. The Borrower has duly authorized, executed and delivered the
relevant Promissory Note to each of the Senior Lenders, each of which shall be appropriately
completed and dated the relevant Disbursement Date; and

(p) [Reserved];

(q) Other Conditions. Each of the other conditions specified in that Senior Lenders
Senior Loan Agreement has been fulfilled.

(r) Special Condition once aggregate Disbursements exceed $146,000,000. The

following additional conditions precedent will only apply if, at the time of such Disbursement
and after giving effect to such Disbursement, the aggregate Disbursements are equal to or greater
than one hundred forty-six million Dollars ($146,000,000):

(i) a requested Disbursement will only be made to the extent the sum of (A)
the Colombian Peso amount of the aggregate Disbursements (after giving
effect to the Disbursement then requested to be made) and (B) the IFC C
Loan Disbursements, based on (x) with respect to each Colombian Peso-
Linked Disbursement (whether in respect of the IFC A Loan or the IFC C
Loan), the Colombian Peso amount specified in the Confirmation relating
to that Colombian Peso-Linked Disbursement and (y) with respect to each
Disbursement (other than a Colombian Peso-Linked Disbursement, the
Colombian Peso amount specified in the Swap Confirmation relating to
that Disbursement) does not exceed the Capped Peso Amount (the

66
 difference between the Capped Peso Amount and any such sum, the
Permitted Amount); and

(ii) for any Disbursement permitted under the terms for clause (i) above, the
Senior Lenders will disburse the Dollar Equivalent of the Permitted
Amount, such Dollar Equivalent to be determined by dividing the
Permitted Amount by the TCRM determined one Bogot and New York
Business Day prior to the date of the applicable Disbursement Request.
Any such Disbursement by the Senior Lenders shall be pro rata to the
each Senior Lender's respective original Commitment, in each case to the
extent of its remaining Commitment.

Section 4.03 Borrowers Certification. The Borrower shall deliver to the Senior Lenders with
respect to each request for Disbursement:

(a) certifications, in the form included in Schedule 2, relating to the conditions

specified in Section 4.02 (Conditions of All Disbursements) (other than the condition in Section
4.02(e)) expressed to be effective as of the date of that Disbursement; and

(b) such evidence as any Senior Lender may reasonably request of the proposed
utilization of the proceeds of that Disbursement or the utilization of the proceeds of any prior
Disbursement.

Section 4.04 Conditions for Senior Lenders Benefit. The conditions in Section 4.01 through
Section 4.03 are for the benefit of the Senior Lenders and may be waived only by each of the
Senior Lenders in its sole discretion.

ARTICLE V

Covenants

Section 5.01 Affirmative Covenants. Unless the A Loan Lender and the KEXIM Facility Agent
(acting on the instructions of the KEXIM Lenders) otherwise agree, the Borrower shall:

(a) Corporate Existence; Conduct of Business; Compliance with Law. Maintain its
corporate existence, and procure that the SIRCI Trust continues to be a valid and enforceable
trust, comply with its Charter, and implement the Project and conduct its business in accordance
with prudent industry practices, Applicable Law, the Authorizations and the Transaction
Documents;

(b) Use of Proceeds. Cause (i) the IFC A Loan to be applied exclusively to pay
Project Costs and (ii) the KEXIM Direct Loan and the KEXIM Guaranteed Loan to be applied
exclusively to pay KEXIM Project Costs other than principal, interest, fees and other amounts
payable under the Financing Documents and any amounts payable under the Hedge Agreements;

(c) Taxes. File, and procure that the SIRCI Trust files, by the date due all returns,
reports and filings in respect of Taxes required to be filed by it and pay, and procure that the
SIRCI Trust pays, when due, all Taxes due and payable by it;

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 (d) Accounting and Financial Management. Promptly install and maintain, and
procure that the SIRCI Trust promptly installs and maintains, an accounting and control system,
management information system and books of account and other records, which together
adequately present fairly the financial condition of the Borrower and the SIRCI Trust, as
applicable, and the results of the Borrower's and the SIRCI Trust's operations in conformity with
the Accounting Standards;

(e) Auditors.

(i) Appoint and maintain at all times a firm of internationally recognized

independent public accountants acceptable to the Senior Lenders as
auditors of the Borrower and procure that such firm is appointed and
maintained as auditors of the SIRCI Trust;

(ii) irrevocably authorize, and procure the authorization of, in the form of
Schedule 5, the Auditors (whose fees and expenses shall be for the
account of the Borrower) to communicate directly with the Senior Lenders
at any time regarding the Borrowers and the SIRCI Trusts financial
statements (both audited and unaudited), accounts and operations, and
provide to the Senior Lenders a copy of that authorization; and

(iii) no later than thirty (30) days after any change in Auditors, issue, or
procure the issuance of, a similar authorization to the new Auditors and
provide a copy thereof to the Senior Lenders;

(f) Access. Upon any Finance Partys request, and with reasonable prior notice to the
Borrower or the SIRCI Trust, permit representatives of the Finance Parties, during normal office
hours, to:

(i) visit any of the sites and premises where the business of the Borrower or
the SIRCI Trust , as applicable, is conducted;

(ii) inspect any of the Borrowers or the SIRCI Trusts sites, facilities, plants
and equipment;

(iii) have access to the Borrowers or the SIRCI Trusts books of account and
all records; and

(iv) have access to those employees, agents, contractors and subcontractors of

the Borrower or the SIRCI Trust who have or may have knowledge of
matters with respect to which any Finance Party seeks information;

provided that no such reasonable prior notice shall be necessary if an Event of Default or
Potential Event of Default is continuing or if special circumstances so require;

(g) Environmental and Social Matters. Ensure that the Project is undertaken in
compliance with the applicable requirements of the Performance Standards;

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 (h) Terms for Security Services.. Include terms in any relevant request for proposal
and in any contract for security services specifying inter alia that bidders should have in place
policies and procedures to cover: (i) due diligence conducted on prospective security guards so
only those with no criminal records or records of serving in paramilitary forces are considered
for hiring; (ii) training of guards on rules of conduct including proportional use of force and fire
arms, avoiding abuse of citizens, wearing of uniforms, avoiding relations with paramilitary
forces, and responsiveness to complaints, including corrective action as warranted; and (iii)
monitoring of guards to ensure that they perform according to their training;

(i) Checks on Terms for Security Services. Check before signing with a security
services contractor to ensure that it fulfills the terms of the request for proposal, and after
signing, monitor the security services contractor for compliance with the contract terms;

(j) Authorizations.

(i) obtain and maintain in force (and where appropriate, renew in a timely
manner), and cause the SIRCI Trust to obtain and maintain in force (and
where appropriate renew), all Authorizations as and when required,
including without limitation the Authorizations specified in Annex B,
which are necessary for the implementation of the Project, the carrying out
of the Borrowers business and operations generally and the compliance
by the Borrower with all its obligations under the Transaction Documents;

(ii) comply, and cause the SIRCI Trust to comply, with all obligations,
conditions and restrictions contained in, or imposed on the Borrower or
the SIRCI Trust by, those Authorizations; and

(iii) no later than ten (10) days following the issuance thereof, deliver to the
Senior Lenders a copy of any Authorization, or any amendment,
modification, supplement or waiver of an Authorization, to the extent not
previously delivered, together with a certificate of the Borrower, or the
SIRCI Trust, as applicable, signed by an Authorized Representative,
certifying such copy as a true, correct and complete copy;

(k) Pari Passu. Take such action as may be necessary to ensure that, at all times,
the obligations of the Borrower under the Financing Documents (other than the IFC C Loan
Agreement) are senior, unconditional, secured and unsubordinated obligations, and rank and will
rank at least pari passu in priority of payment and security with all other present and future
obligations of the Borrower outstanding from time to time, except for any obligations of the
Borrower to creditors whose claims are preferred under Applicable Law.

(l) Security.

(i) From time to time, execute, acknowledge and deliver or cause to be

executed, acknowledged and delivered such further instruments as may
reasonably be requested by any Finance Party for perfecting or
maintaining in full force and effect the Security or for re-registering the
Security or otherwise and, after the acquisition by the Borrower of an

69
 interest in any real property or any other property or assets not subject to
the Security or the issuance by the Borrower of any Share Capital not
subject to the Security, to create and perfect additional Security, to enable
the Borrower to comply with its obligations under the Transaction
Documents;

(ii) concurrently with the execution and delivery of a mortgage, pledge,

assignment or security agreement (or any amendment or supplement
thereto) pursuant to paragraph (i) above, deliver to each Finance Party an
opinion, in form and substance reasonably satisfactory to the A Loan
Lender and the KEXIM Facility Agent, of Latham & Watkins LLP,
Gmez-Pinzn Zuleta, or other external legal counsel for the Borrower
reasonably acceptable to the A Loan Lender and the KEXIM Facility
Agent, addressed to each Finance Party as to such mortgage, pledge,
assignment or security agreement being the legal, valid and binding
obligations of the Borrower, enforceable in accordance with its terms, and
creating and perfecting a valid Lien on such properties and as to such
other matters as the A Loan Lender or the KEXIM Facility Agent may
reasonably request;

(iii) no later than sixty (60) days after the date of execution and delivery of a
mortgage, pledge, assignment or security agreement (or any amendment or
supplement thereto) pursuant to paragraph (i) above, deliver to each
Finance Party evidence satisfactory to the A Loan Lender and the KEXIM
Facility Agent that such mortgage, pledge, assignment or security
agreement (or any amendment or supplement thereto) has been duly
recorded or filed with the appropriate registries;

(iv) if the Borrower shall at any time enter into a new Project Document or a
replacement Project Document, upon the request of the A Loan Lender
and the KEXIM Facility Agent, simultaneously (A) execute and deliver to
the A Loan Lender and the KEXIM Facility Agent, for the benefit of the
Finance Parties (1) an additional Direct Agreement, in form and substance
reasonably satisfactory to the A Loan Lender and the KEXIM Facility
Agent, (B) to the extent required under paragraph (i) above, execute and
deliver a mortgage, pledge, assignment or security agreement with respect
to the Borrowers rights and interests in and under each such Project
Document and (C) deliver a legal opinion, in form and substance
reasonably satisfactory to the A Loan Lender and the KEXIM Facility
Agent (1) of Latham & Watkins LLP, Gmez-Pinzn Zuleta or other
external legal counsel for the Borrower reasonably satisfactory to the A
Loan Lender and the KEXIM Facility Agent, addressed to each Finance
Party as to each such Project Document, such Direct Agreement and such
mortgage, pledge, assignment or security agreement being the legal, valid
and binding obligations of the Borrower, enforceable in accordance with
their terms and as to such mortgage, pledge, assignment or security
agreement creating and perfecting a valid Lien on such properties and as

70
 to such other matters as the A Loan Lender or the KEXIM Facility Agent
may reasonably request and (2) of external legal counsel reasonably
acceptable to the A Loan Lender and the KEXIM Facility Agent,
addressed to each Finance Party as to such Project Document and such
Direct Agreement being the legal, valid and binding obligations of each
counterparty of the Borrower to each such Project Document, enforceable
in accordance with their terms and as to such other matters as the A Loan
Lender or the KEXIM Facility Agent may reasonably request;

(v) concurrently with the issuance of the Concession Insurance Policies by

any new, supplemental or replacement provider thereof, the Borrower
shall deliver an Insurance Company Waiver signed by such new,
supplemental or replacement provider;

(vi) promptly correct, or cause to be corrected, any manifest defect or error

discovered by it in any Financing Document or in the execution,
acknowledgement or recordation thereof and execute, acknowledge and
deliver, and record and re-record, file and re-file and register and re-
register, any and all such further acts, deeds, conveyances, mortgages,
deeds of trust, trust deeds, assignments, estoppel certificates, financing
statements and continuations thereof, notices of assignment, transfers,
certificates, assurances and other instruments as the A Loan Lender or any
Agent or the Borrower may reasonably request from time to time in order
to (A) carry out the purposes of this Agreement and any other Financing
Document and (B) convey, grant, assign, transfer, preserve, protect and
confirm unto the Finance Parties the rights granted or now or hereafter
intended to be granted to the Finance Parties under any Financing
Document or under any other instrument executed in connection with any
Financing Document in order to carry out the intention or facilitate the
performance of the provisions of any Financing Document, and furnish to
the Finance Parties evidence reasonably satisfactory to the Senior Lenders
of each such recording, filing or registration; and

(vii) at all times, to the extent permitted by Applicable Law, defend, preserve
and protect the Security granted pursuant to the Security Documents and
all the rights of the Finance Parties under the Transaction Documents
against all claims, Liens and demands of all Persons whomsoever, subject
to Permitted Liens;

(m) Hedges. Comply at all times with the terms and conditions of the Hedge
Agreements;

(n) Rights under Project Documents. Preserve, protect, maintain and enforce all of its
material rights and remedies under the Borrower Project Documents in accordance with the
terms thereof and Applicable Law;

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 (o) Property. (i) Obtain and maintain, and procure that the SIRCI Trust obtains and
maintains, good and marketable title or the right to use or occupy all real and personal properties
and assets (including intellectual property) reasonably required for the purposes of the Project in
accordance with the Transaction Documents, and (ii) maintain and protect, and procure that the
SIRCI Trust maintains and protects, its intellectual property and conduct its business and affairs
without infringement of or interference with any intellectual property of any other Person in any
material respect and shall comply in all material respects with the terms of its licenses, in each
case, except for assets disposed of as permitted under Section 5.02(o);

(p) Revenues. (i) Deposit or cause to be deposited all Project Revenues received by it
or the SIRCI Trust into the Project Accounts designated for the receipt of such revenues under
the Accounts Agreement and the SIRCI Trust Agreement, (ii) cause all Project Revenues payable
to it or the SIRCI Trust to be deposited into the Project Accounts designated for the receipt of
such revenues under the Accounts Agreement and the SIRCI Trust Agreement and (iii) make
each payment made by it under a Security Document into the Project Account designated for
such payment under the Accounts Agreement and the SIRCI Trust Agreement;

(q) Required Balances. Maintain or cause to be maintained the Required Balance

standing to the credit of (i) the DSRA, ICRA and RCRA at all times on and after the Project
Financial Completion Date, and (ii) the DSA at all times;

(r) Spanish Translations. Provide to the Senior Lenders, at the Borrowers own
expense, the Spanish translation, complete and accurate in all material respects and certified by a
certified translator before the Ministry of Foreign Affairs of the Country, of any Financing
Document which was not originally executed, delivered or given in Spanish, within sixty (60)
days after the date of this Agreement;

(s) Quality of Service Factor (Factor de Calidad del Servicio). Make commercially
reasonable efforts to maintain the quality of service factor at 100.0%, it being understood and
agreed that the failure to so maintain such quality of service factor shall not constitute, or
otherwise result in, a Default or an Event of Default hereunder or under any other Financing
Document other than where such Default or Event of Default constitutes a default howsoever
defined under the Concession Agreement;

(t) Registration of Foreign Debt. No later than three (3) Business Days after each
Disbursement of a Senior Loan, deliver to the Senior Lenders a copy of Form No. 3
(Declaracin de Cambio por Endeudamiento Externo) duly and timely duly filed with the
Central Bank through an authorized intermediary of the foreign exchange market in the Country
as required by and in accordance with Applicable Law;

(u) Recharge Contract. Ensure that each Recharge Contract will provide for a
recharge fee which is not more than 1.57% of the value of the recharge revenues generated by
that Recharge Contract, and within forty-five (45) days after the end of each quarter of each
Financial Year, deliver to the Senior Lenders a certificate, signed by an Authorized
Representative of the Borrower, certifying its compliance with this Section 5.01(u);

72
 (v) Compulsory Resignation of FATCA FFIs and US Tax Obligors. If so directed by
the A Loan Lender or the KEXIM Facility Agent (acting on instructions of the KEXIM Lenders),
the Borrower shall procure that any Obligor which is a FATCA FFI or a US Tax Obligor shall
resign as borrower or guarantor (as the case may be) prior to the earliest FATCA Application
Date relating to any payment by that Obligor (or any payment by another Person which relates to
a payment by that Obligor);

(w) O&M Services Agreement. No later than sixty (60) days prior to the date on
which the then applicable O&M Services Agreement ceases to be in full force and effect, the
Borrower shall enter into a replacement O&M Services Agreement in form and substance
satisfactory to the Senior Lenders, and with an Operator reasonably satisfactory to the Senior
Lenders; and

(x) Further Assurances. Promptly and duly execute and deliver to the Senior Lenders
such documents and assurances to take such further action as the Senior Lenders may from time
to time reasonably request in order to carry out more effectively the intent and purpose of the
Financing Documents.

Section 5.02 Negative Covenants. Unless the A Loan Lender and the KEXIM Facility Agent
(acting on the instructions of the KEXIM Lenders) otherwise agree in writing, the Borrower shall
not, and shall procure that the SIRCI Trust does not:

(a) Distributions. Declare or make, or permit to be declared or made, any

Distribution unless (in the case of the Borrower) each of the following conditions is satisfied as
of the relevant Distribution Date (collectively, the Distribution Conditions):

(i) the Project Financial Completion Date has occurred;

(ii) such Distribution is made within thirty (30) days after an Interest Payment
Date;

(iii) in case of dividends, the proposed Distribution is out of retained earnings;

provided always that the retained earnings out of which any of the
payments or distributions referred to in this paragraph (iii) may be made
should in no event include any amount resulting from the revaluation of
any of the Borrowers assets;

(iv) the Dividend Prospective Debt Service Coverage Ratio is not less than
1.15:1;

(v) the Historic Debt Service Coverage Ratio is not less than 1.3:1;

(vi) the Prospective Debt Service Coverage Ratio is not less than 1.3:1;

(vii) after giving effect to any such Distribution:

(A) no Event of Default or Potential Event of Default has occurred and

is continuing;

73
 (B) the funds on deposit or remaining to the credit of the Holding
Subaccount (as defined in the SIRCI Trust Agreement) are greater
than or equal to thirty (30) days of operational expenses as forecast
in the Annual Budget for the Financial Year in which the
declaration or payment, as the case may be, is made; and

(viii) no earlier than sixty (60) days and no later than thirty (30) days prior to
doing so, the Borrower certifies to each of the matters referred to in
Section 5.02(a)(i)-(vii) hereto to the Senior Lenders in writing, in the form
attached as Schedule 6;

(b) Capital Expenditures. Incur expenditures or commitments for expenditures for

fixed or other non-current assets, other than (in the case of the Borrower) those required for
carrying out the Project (including the Recharge Network) or necessary for repairs, replacements
and maintenance of satisfactory operating conditions that are essential to the Borrowers business
or operations, in all cases to the extent contemplated in the Concession Agreement and included
in the then-current Annual Budget approved by the Senior Lenders for the applicable Financial
Year;

(c) Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt
except (in the case of the Borrower):

(i) the Senior Loans;

(ii) the IFC C Loan;

(iii) until the first disbursement of the IFC C Loan, the loans under the Bridge
Financing Facility;

(iv) other Financial Debt specified in the Financial Plans;

(v) Financial Debt consisting of the deferred purchase price of assets or

services, the terms of which do not require the payment of any interest,
fee, premium or charge other than the purchase price;

(vi) Shareholder Subordinated Debt provided in accordance with the Project

Funds and Share Retention Agreement to the extent such Financial Debt
has been pledged to the Senior Lenders pursuant to Section 4.12 thereof;
and

(vii) after the Project has been fully implemented and the Project Financial
Completion Date has occurred, Short-term Debt incurred in the ordinary
course of business which, when aggregated with contingent liabilities
arising from the discounting of trade receivables, would not exceed five
million Dollars ($5,000,000) and, when incurred, would not cause the
Borrower to fail to be in compliance with the provisions of Section
5.02(w) (Financial Ratios);

74
 (d) Leases. Enter into any agreement or arrangement to lease any property or
equipment of any kind, except (in the case of the Borrower) (i) Financial Leases, and then only
to the extent permitted under the other provisions of this Section 5.01(x) and (ii) otherwise only
to the extent the aggregate payments under all such agreements or arrangements do not exceed
five hundred thousand Dollars ($500,000.00) or the equivalent thereof in Colombian Pesos in
any Financial Year, in all cases to the extent included in the projections for such Financial Year
set out in the Financial Model;

(e) Derivative Transactions. Enter into any Derivative Transaction or assume the
obligations of any party to any Derivative Transaction other than (i) in accordance with the
Hedge Agreements, and (ii) hedge agreements with a counterparty other than the Hedge
Counterparty to fix the Dollar/Colombian Peso exchange rate with respect to a proposed
Disbursement (other than a Colombian Peso-linked Disbursement;

(f) Guarantees and Other Obligations. Enter into any agreement or arrangement to
guarantee or, in any way or under any condition, assume or become obligated for all or any part
of any financial or other obligation of another Person;

(g) Permitted Liens. Create or permit to exist any Lien on any property, revenues or
other assets, present or future, of the Borrower or the SIRCI Trust, except for:

(i) the Security;

(ii) the naming of any Finance Party as loss payee or beneficiary under the
Borrowers insurance policies;

(iii) any Lien arising from any tax, assessment or other governmental charge or
other Lien arising by operation of law, in each case if the obligation
underlying any such Lien is not yet due or, if due, is being contested, so
long as the Permitted Contest Conditions are satisfied;

(iv) any Lien to secure the Short-term Debt of the Borrower permitted by
Section 5.02(c)(vii);

(h) Arms Length Transactions. Enter into any transaction except (in the case of the
Borrower) (i) the transactions contemplated by the Transaction Documents and (ii) in the
ordinary course of business on the basis of arms-length arrangements (including, without
limitation, transactions whereby the Borrower might pay more than the ordinary commercial
price for any purchase or might receive less than the full ex-works commercial price (subject to
normal trade discounts) for its products);

(i) Purchasing or Sales Agency. Establish any sole and exclusive purchasing or sales
agency, other than in connection with the Recharge Network;

(j) Profit Sharing Arrangements. Enter into any partnership, profit-sharing or royalty
agreement or other similar arrangement whereby the Borrowers or the SIRCI Trusts income or
profits are, or might be, shared with any other Person, other than (in the case of the Borrower)
the Recharge Contracts entered into in accordance with this Agreement;

75
 (k) Management Contracts. Enter into any management contract or similar
arrangement whereby its business or operations are managed by any other Person;

(l) Subsidiaries. Form or have any Subsidiary;

(m) Permitted Investments. Make or permit to exist loans or advances to, or deposits
(except commercial bank deposits in the ordinary course of business) with, other Persons or
investments in any Person or enterprise; provided that if (i) the Project Financial Completion
Date has occurred and (ii) the Borrower has satisfied in full all payment obligations in respect of
the Senior Loans and the IFC C Loan for each of the most recent four (4) Interest Periods, the
Borrower may invest up to five million Dollars ($5,000,000) (or its equivalent in Colombian
Pesos) from amounts on deposit in the Holding Subaccount of the SIRCI Trust that otherwise
would be eligible for Distribution pursuant to Section 5.02(a) (Distributions) in short-term
investment grade marketable securities acquired solely to give temporary employment to its idle
funds;

(n) Fundamental Changes. Change or agree to any change in:

(i) its Charter in any manner which would be inconsistent with the provisions
of any Transaction Documents or the SIRCI Trust Agreement;

(ii) its Financial Year;

(iii) the Financial Plans;

(iv) the nature or scope of the Project or change the nature of its business or
operations; or

(v) its principal place of business or legal name unless the Borrower shall
have given the Senior Lenders at least thirty (30) days prior written notice
and all actions contemplated in Section 5.01(l) (Security) to perfect and
maintain in full force and effect the Security shall have been taken;

(o) Asset Sales. Sell, transfer, lease, liquidate, wind-up or otherwise dispose of all or
any material part of its assets, business or property other than (i) in the case of the Borrower,
inventory, whether now owned or hereafter acquired and whether in a single transaction or in a
series of transactions, related or otherwise, and (ii) Transfers required or otherwise contemplated
pursuant to the Concession Agreement;

(p) Merger, Consolidation, Etc. Undertake or permit any merger, spin-off,

consolidation or reorganization of the Borrower;

(q) Amendments, Waivers, Etc., of Material Agreements.

(i) Terminate, amend or grant any consent or waiver (or agree to any of the
foregoing) with respect to any provision of any Transaction Document
other than amendments to the Master Implementation Plan that do not
result in any change in the overall cost of the Project to the Borrower;

76
 (ii) Compromise or settle any claim against any counterparty to a Project
Document, the compromise or settlement of which could be reasonably
likely to have a Material Adverse Effect; or

(iii) Enter into any material agreement, contract, instrument or other

undertaking or arrangement except (A) the Transaction Documents, (B)
any contract permitted or required, or in respect of arrangements permitted
or required, under any Transaction Document, provided, that the making
of such contract or the performance of its terms would not otherwise result
in the occurrence of a Potential Event of Default or an Event of Default
and (C) any Recharge Contract that provides for a recharge fee in excess
of 1.57% of the value of the recharge revenues generated by that Recharge
Contract;

(r) Prepayment of Long-Term Debt. Prepay (whether voluntarily or involuntarily) or

repurchase any Long-term Debt (other than the Senior Loans) pursuant to any provision of any
agreement or note with respect to that Long-term Debt unless (in the case of the Borrower):

(i) that Long-term Debt is refinanced using new Long-term Debt on terms
and conditions (as to interest rate, other costs and tenor) at least as
favorable to the Borrower as those of the Long-term Debt being
refinanced; or

(ii) the Borrower gives the Senior Lenders at least thirty (30) days advance
notice of its intention to make the proposed prepayment and, if any Senior
Lender so requires, the Borrower contemporaneously prepays a proportion
of that Senior Lenders Senior Loans equivalent to the proportion of the
part of the Long-term Debt being prepaid, such prepayment to be made in
accordance with the provisions of Section 2.06 (Voluntary Prepayment)
except that there shall be no minimum amount, Prepayment Premium or
advance notice period for that prepayment;

(s) Use of Proceeds. Use the proceeds of any Disbursement in the territories of any
country that is not a member of the World Bank or for reimbursements of expenditures in those
territories or for goods produced in or services supplied from any such country.

(t) Sanctionable Practices. Engage in (and shall not authorize or permit any Affiliate
or any other Person acting on its behalf to engage in) with respect to the Project or any
transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further
covenants that should any Finance Party notify the Borrower of its concerns that there has been a
violation of the provisions of this Section or of Section 3.01(q) of this Agreement, it shall
cooperate in good faith with that Finance Party and its representatives in determining whether
such a violation has occurred, and shall respond promptly and in reasonable detail to any notice
from that Finance Party, and shall furnish documentary support for such response upon that
Finance Partys request;

77
 (u) Prohibited Activities. Engage (and shall not authorize or permit any Affiliate or
any other Person acting on its behalf to engage in) with respect to the Project or any transaction
contemplated by this Agreement, in any Prohibited Activity or enter into or engage in any
activity prohibited by any resolution of the United Nations Security Council under Chapter VII
of the United Nations Charter;

(v) Bank Accounts. Maintain any bank accounts other than the Project Accounts, the
Borrower Accounts and such other accounts expressly provided for in the Accounts Agreement
or the SIRCI Trust Agreement;

(w) Financial Ratios. In the case of the Borrower, have at any time following the
Project Financial Completion Date:

(i) a Historical Debt Service Coverage Ratio that is lower than 1.3:1;

(ii) a Fixed Payments Only Historical Debt Service Coverage Ratio that is
lower than 1.1:1;

(x) Abandonment. Abandon the Project or any material part thereof;

(y) Expenditures. In the case of the Borrower, (i) incur operating expenditures in any
Financial Year in excess of one hundred ten percent (110%) of the projected operating
expenditures, or (ii) incur any other expenditures in any Financial Year in excess of the amount
projected for such expenditures, in each case as set forth in the then-current Annual Budget
approved by the Senior Lenders for such Financial Year;

(z) Additional Business. Propose or agree to enter into any additional business under
the Concession Agreement without the prior written consent of the A Loan Lender and the
KEXIM Facility Agent;

(aa) IFC C Loan Payments. At any time in which any Senior Obligations that are due
and payable remain unpaid, make any payment in respect of its Obligations under the IFC C
Loan Agreement except from cash that is distributable by the Borrower pursuant to Section
5.02(a) and as expressly provided in the IFC C Loan Agreement; and

(bb) Application of FATCA. Unless otherwise agreed with all Finance Parties,
procure that it shall not become a FATCA FFI..

Section 5.03 Reporting Requirements. Unless the A Loan Lender and the KEXIM Facility
Agent (acting on the instructions of the KEXIM Lenders) otherwise agree, the Borrower shall:

(a) Quarterly Financial Statements and Reports. As soon as available but in any
event within forty-five (45) days after the end of each quarter of each Financial Year, deliver to
the A Loan Lender and the KEXIM Facility Agent:

(i) two (2) copies of the Borrowers and the SIRCI Trusts complete financial
statements for such quarter prepared, on an unconsolidated basis, in

78
 accordance with the Accounting Standards, certified by the Borrowers
chief financial officer;

(ii) a report by the Borrower on its operations during that quarter, in the form
of, and addressing the topics listed, in Schedule 7, including a description
of each amendment to the Master Implementation Plan made during that
quarter and the number of card transactions per month during such
quarter;

(iii) a report, in the form attached as Schedule 16 or otherwise in form and

substance satisfactory to the A Loan Lender and the KEXIM Facility
Agent, signed by the Borrowers chief financial officer, concerning
compliance with the financial covenants in this Agreement (including a
clear description of the methodology used in the respective calculations,
which should be made in accordance with the Accounting Standards);

(iv) until the Project Physical Completion Date has occurred, a report, in the
form attached as Schedule 8 or otherwise in form and substance
satisfactory to the A Loan Lender and the KEXIM Facility Agent, on the
progress in the implementation of the Project, including any factors that
have or could reasonably be expected to have a Material Adverse Effect;

(v) after the Project Physical Completion Date has occurred, a report, in form
and substance satisfactory to the A Loan Lender and the KEXIM Facility
Agent, on any factors that have or could reasonably be expected to have a
Material Adverse Effect; and

(vi) a report from the SIRCI Trust, in form and substance satisfactory to the A
Loan Lender and the KEXIM Facility Agent, signed by an Authorized
Representative of the SIRCI Trust, concerning cash generated during such
quarter, average and end of period cash position, and the movement and
balance of the reserve accounts and the Borrower Accounts;

(b) Annual Financial Statements and Reports. As soon as available but in any event
within one hundred (100) days after the end of each Financial Year, deliver to the A Loan Lender
and the KEXIM Facility Agent:

(i) two (2) copies of its and the SIRCI Trusts complete and audited financial
statements for that Financial Year which are in agreement with its books
of account and prepared, on an unconsolidated basis, in accordance with
the Accounting Standards, together with the Auditors audit report on
them, all in form satisfactory to the Senior Lenders;

(ii) a management letter and any other communication from the Auditors
commenting, with respect to that Financial Year, on, among other things,
the adequacy of the Borrowers and the SIRCI Trusts financial control
procedures, accounting systems and management information system;

79
 (iii) a report, in the form attached as Schedule 16 or otherwise in form and
substance satisfactory to the A Loan Lender and the KEXIM Facility
Agent, signed by the Borrowers chief financial officer and reviewed by
its Auditors, concerning compliance with the financial covenants in this
Agreement (including a clear description of the methodology used in the
respective calculations, which should be made in accordance with the
Accounting Standards);

(iv) a report by the Borrower on its operations during that Financial Year, in
the form of, and addressing the matters listed in, Schedule 7, including a
description of the number of card transactions per month during such
Financial Year;

(v) a statement by the Borrower of all transactions between the Borrower or

the SIRCI Trust and each of the Borrower's Affiliates, if any, during that
Financial Year, and a certification by the Borrowers chief financial
officer that those transactions were on the basis of arms-length
arrangements, all in the form attached as Schedule 19 or otherwise in form
and substance satisfactory to the A Loan Lender and the KEXIM Facility
Agent; and

(vi) a report from the SIRCI Trust, in the form attached as Schedule 18 or
otherwise in form and substance satisfactory to the A Loan Lender and the
KEXIM Facility Agent, signed by an Authorized Representative of the
SIRCI Trust, concerning cash generated during such Financial Year,
average and end of period cash position, and the movement and balance of
the reserve accounts;

(c) Management Letters. Deliver to the A Loan Lender and the KEXIM Facility
Agent, promptly following receipt, a copy of any management letter or other communication
sent by the Auditors (or any other accountants retained by the Borrower or the SIRCI Trust) to
the Borrower the SIRCI Trust or their management in relation to the Borrowers or the SIRCI
Trusts financial, accounting and other systems, management or accounts, if not provided
pursuant to Section 5.03(b)(ii);

(d) [Reserved];

(e) Notice of Accidents, Etc. Within three (3) days after its occurrence, notify the A
Loan Lender and the KEXIM Facility Agent of any social, labor, health and safety, security or
environmental incident, accident or circumstance having, or which could reasonably be expected
to have, a Material Adverse Effect or material adverse impact on the implementation or
operation of the Project in accordance with the Performance Standards, specifying in each case
the nature of the incident, accident, or circumstance and any effect resulting or likely to result
therefrom, and the measures the Borrower is taking or plans to take to address them and to
prevent any future similar event; and keep the A Loan Lender and the KEXIM Facility Agent
informed of the on-going implementation of those measures and plans;

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 (f) Shareholder Matters. Give notice to the A Loan Lender and the KEXIM Facility
Agent concurrently with the Borrowers notification to its shareholders, of any meeting of its
shareholders, such notice to include the agenda of the meeting;

(g) Changes to Project; Material Adverse Effect. Promptly notify the A Loan Lender
and the KEXIM Facility Agent of (i) any proposed change in the nature or scope of the Project or
the business or operations of the Borrower or the SIRCI Trust, (ii) any event or condition that has
or could reasonably be expected to have a Material Adverse Effect and (iii) the occurrence of any
force majeure event or any declaration of force majeure under the Project Documents;

(h) Litigation, Etc. Promptly upon becoming aware of any claims, litigation or
administrative proceedings before any Authority or arbitral body which has or could reasonably
be expected to have a Material Adverse Effect, notify the A Loan Lender and the KEXIM
Facility Agent of that event specifying the nature of that litigation or those proceedings and the
steps the Borrower is taking or proposes to take with respect thereto;

(i) Default. Promptly upon the occurrence of an Event of Default or Potential Event
of Default, notify the A Loan Lender and the KEXIM Facility Agent specifying the nature of that
Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

(j) Compliance Requirements. Promptly provide to the Senior Lenders such

information about the Borrower, its assets and the Project that any Senior Lender requests from
time to time for it to satisfy requirements under Applicable Laws and regulations, including
those concerning anti-money laundering and combating the financing of terrorism (AML/CFT);

(k) Collection Operator. Notify the A Loan Lender and the KEXIM Facility Agent of
(i) the expansion of the role of the Borrower as the collection operator of new modes such as rail
line components and (ii) the entry of any additional collection operator to operate SIRCI
pursuant to clause 3 of the Concession Agreement;

(l) Other Information; KYC. Promptly provide to any Finance Party such other
information as that Finance Party from time to time reasonably requests about the Borrower, its
assets and the Project, and the transactions contemplated by this Agreement, including but not
limited to any information required by any Senior Lender to complete any necessary Know
Your Customer inquiries; and

(m) Issues related to the Concession Agreement. In relation to the Concession

Agreement, promptly upon obtaining knowledge thereof, notify the A Loan Lender and the
KEXIM Facility Agent of:

(i) any imposition of fines;

(ii) any request for an amendment thereto;

(iii) any initiation of a caducidad proceeding thereunder;

(iv) any initiation of a Unilateral Termination Proceeding;

81
 (v) any initiation of a Unilateral Interpretation Proceeding;

(vi) any initiation of a Unilateral Amendment Proceeding; or

(vii) any TMSA request for new investments by the Borrower thereunder.

Section 5.04 Insurance.

(a) Insurance Requirements and Borrowers Undertakings. Unless the Senior Lenders
otherwise agree, the Borrower shall:

(i) insure and keep insured, with financially sound and reputable insurers, all
its assets necessary for the Project and its business against all insurable
losses, including the insurances specified in Annex C and any insurance
required by law;

(ii) punctually pay any premium, commission and any other amounts
necessary for effecting and maintaining in force each insurance policy;

(iii) promptly notify the relevant insurer of any claim by the Borrower under
any policy written by that insurer and diligently pursue that claim;

(iv) comply with all warranties under each policy of insurance;

(v) not do or omit to do, or permit to be done or not done, anything which
might prejudice the Borrowers, or, where any Finance Party is a loss
payee or an additional named insured, that Finance Partys right to claim
or recover under any insurance policy; and

(vi) not vary, rescind, terminate, cancel or cause a material change to any
insurance policy;

provided always that if at any time and for any reason any insurance required to be maintained
under this Agreement shall not be in full force and effect, then each Finance Party shall
thereupon or at any time while the same is continuing be entitled (but have no obligation) on its
own behalf to procure that insurance at the expense of the Borrower and to take all such steps to
minimize hazard as that Finance Party may consider expedient or necessary.

(b) Policy Provisions. Each insurance policy required to be obtained pursuant to this
Section shall be on terms and conditions acceptable to the Senior Lenders, and shall contain
provisions to the effect that:

(i) no policy can expire nor can it be canceled or suspended by the Borrower
or the insurer for any reason (including failure to renew the policy or to
pay the premium or any other amount) unless the Senior Lenders and, in
the case of expiration or if cancellation or suspension is initiated by the
insurer, the Borrower receive at least forty-five (45) days notice (or such
lesser period as the Senior Lenders may agree with respect to cancellation,

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 suspension or termination in the event of war and kindred peril) prior to
the effective date of termination, cancellation or suspension;

(ii) each Finance Party (and all contractors and subcontractors working at the
Project site) are named as additional named insured on all liability
policies;

(iii) where relevant, all its provisions (except those relating to limits of
liability) shall operate as if they were a separate policy covering each
insured party; and

(iv) on every insurance policy on the Borrowers assets and for business
interruption or delayed start-up, the Senior Lenders are named as loss
payee for any claim, or any series of claims arising with respect to the
same event, whose aggregate amount is the equivalent of three million
Dollars ($3,000,000) or more.

(c) Application of Proceeds.

(i) If all of the Senior Lenders, in their discretion, agree, the Senior Lenders
may remit the proceeds of any insurance paid to it to the Borrower, which
shall apply such proceeds as follows.

(ii) So long as (1) no Default or Event of Default shall have occurred and be
continuing; (2) the aggregate proceeds received by the Borrower (whether
from the Senior Lenders or directly from the insurers) of any insurance
from the date hereof through the applicable date of determination do not
exceed one million Dollars ($1,000,000) (or its equivalent in Colombian
Pesos); and (3) the Borrower delivers to the Senior Lenders a restoration
plan satisfactory in form and substance to the Senior Lenders
(accompanied by a certificated of an Authorized Representative of the
Borrower certifying the ability to complete the plan and the projected
timelines), the Borrower shall have the option to invest such proceeds
within one hundred eighty (180) days of receipt thereof in long term
productive assets of the general type used in the business of the Borrower,
which investment may include the repair, restoration or replacement of the
applicable assets thereof; provided, pending any such investment all such
proceeds, as the case may be, shall be applied towards any amount payable
to the Finance Parties under this Agreement and the other Financing
Documents, including to repay or prepay all or any part of the Senior
Loans in accordance with Section 2.06 (Voluntary Prepayment).

(iii) So long as (1) no Default or Event of Default shall have occurred and be
continuing; (2) the aggregate proceeds received by the Borrower (whether
from the Senior Lenders or directly from the insurers) of any insurance
from the date hereof through the applicable date of determination exceed
one million Dollars ($1,000,000) (or its equivalent in Colombian Pesos);

83
 and (3) all of the Senior Lenders, in their discretion, so agree, the
Borrower shall use any insurance proceeds it receives for loss of or
damage to any asset to replace or repair that asset.

(d) Reporting Requirements. Unless the Senior Lenders otherwise agree, the
Borrower shall provide to the Senior Lenders the following:

(i) as soon as possible after its occurrence, notice of any event which entitles
the Borrower to claim for an aggregate amount exceeding the equivalent
of one million Dollars ($1,000,000) under any one or more insurance
policies;

(ii) within thirty (30) days after any insurance policy is issued to the
Borrower, a copy of that policy incorporating any additional named
insured provisions required under Section 5.04(b)(ii) and loss payee
provisions required under Section 5.04(b)(iv) (unless that policy has
already been provided to the Senior Lenders pursuant to Section 4.01
(Conditions of First Disbursement);

(iii) not less than thirty (30) days prior to the expiry date of any insurance
policy (or, for insurance with multiple renewal dates, not less than thirty
(30) days prior to the expiry date of the policy on the principal asset), a
certificate of renewal from the insurer, insurance broker or agent
confirming the renewal of that policy and the renewal period, the
premium, the amounts insured for each asset or item and any changes in
terms or conditions from the policys issue date or last renewal, and
confirmation from the insurer that provisions naming the Senior Lenders
as loss payee or the Finance Parties as additional named insureds, as
applicable, remain in effect;

(iv) such evidence of premium payment as any Finance Party may from time
to time reasonably request; and

(v) any other information or documents on each insurance policy as any

Finance Party reasonably requests from time to time.

Section 5.05 Annual Budget. (a) No later than forty-five (45) days prior to the end of each
Financial Year, the Borrower shall deliver to the A Loan Lender and the KEXIM Facility Agent
two (2) copies of the proposed Annual Budget for the following Financial Year and a revised
Financial Model accompanied by a certificate of an Authorized Representative of the Borrower:

(i) certifying that the revised Financial Model has been prepared in good faith
on the basis of reasonable assumptions and that such Authorized
Representative has no reason to believe such assumptions are incorrect or
misleading in any material respect;

(ii) setting forth in reasonable detail all information necessary to calculate

(and providing the calculations necessary to determine), on the basis of

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 such revised Financial Model, projections for each of the Financial Ratios
(other than the Dividend Prospective Debt Service Coverage Ratio) as at
the end of the Financial Year in which the delivery of the revised
Financial Model occurs and for the immediately following Financial Year;

(iii) setting forth any material deviations in the revised Annual Budget from
the original Annual Budget for the same period and an explanation of the
reasons for such deviations; and

(iv) setting forth in reasonable detail any material deviations in the revised
Financial Model from the original Financial Model for the same period, an
explanation of the reasons for such deviations and the impact such
deviations have on the Annual Budget and the Borrowers financial
condition.

(b) The A Loan Lender and the KEXIM Facility Agent shall have thirty (30) days to
approve (such approval not to be unreasonably withheld) or reject the Annual Budget or any
proposed revision of the Financial Model or the Annual Budget. If the A Loan Lender and the
KEXIM Facility Agent approve any such Annual Budget, or revision to the Financial Model or
the Annual Budget, it shall become the Annual Budget or the Financial Model (as the case may
be) for such following Financial Year, or the current Financial Year (in the case of a revision);
provided that such thirty (30) day period shall not commence until the A Loan Lender and the
KEXIM Facility Agent have received all information they request concerning such proposed
Annual Budget or revision to the Financial Model or the Annual Budget.

(c) If the A Loan Lender or the KEXIM Facility Agent objects to the proposed
Annual Budget or revision to the Financial Model or the Annual Budget, the then-existing
Annual Budget or the Financial Model (as the case may be), adjusted for inflation, shall remain
in effect as the Annual Budget or the Financial Model (as the case may be) until the parties can
reach an agreement with respect to any proposed changes thereto.

(d) Once the A Loan Lender and the KEXIM Facility Agent approve an Annual
Budget or a revision thereto or a revision to the Financial Model in accordance with Section
5.05(b), no amendments or additions may be made thereto without the A Loan Lender's and the
KEXIM Facility Agent's prior consent.

ARTICLE VI

Events of Default

Section 6.01 Acceleration after Default. If any Event of Default occurs and is continuing
(whether it is voluntary or involuntary, or results from operation of law or otherwise), each
Senior Lender may, by notice to the Borrower (with a copy to all other Finance Parties) and
subject to the Intercreditor Agreement:

(a) terminate automatically the Borrowers right to request, and any obligation of the
Senior Lenders to make, Disbursements of the Senior Loan provided by such Senior Lender,
whereupon such right and obligation shall immediately terminate;

85
 (b) declare its Senior Loan or such part of its Senior Loan as is specified in the notice
(with accrued interest thereon) and all other Obligations (including the redeployment cost with
respect to the amount of the Senior Loan whose payment is being accelerated as determined in
accordance with the respective Senior Loan Agreement) be due and payable forthwith,
whereupon the same shall become immediately due and payable without any further notice and
without any presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Borrower;

(c) enforce or cause the enforcement of all or any part of the Security and/or take any
action under a Direct Agreement;

(d) enforce the Senior Lenders step-in rights in accordance with clause 107 of the
Concession Agreement; and

(e) exercise any other remedies that may be available to the Finance Parties under
any Financing Document or Applicable Law.

On receipt of any such notice, the Borrower shall immediately repay such Senior Loans (or that
part of such Senior Loan specified in that notice) and pay all interest accrued on it and any other
amounts then payable with respect thereto. The Borrower waives any right it might have to
further notice, presentment, demand or protest with respect to that demand for immediate
payment.

Section 6.02 Events of Default. It shall be an Event of Default if:

(a) Failure to Pay Principal or Interest. The Borrower fails to pay any part of the
principal of, or interest on, any Senior Loan when due if such failure to pay continues for a
period of five (5) days thereafter;

(b) Failure to Pay Other Loans. The Borrower fails to pay when due any part of the
principal of, or interest on, any loan from any Senior Lender to the Borrower other than its
Senior Loan and any such failure continues for the relevant grace period allowed for in the
agreement providing for that loan;

(c) Failure to Comply with Obligations. The Borrower fails to comply with any of its
obligations under this Agreement or any other Financing Document or any other agreement
between the Borrower and any Senior Lender (other than for the payment of the principal of, or
interest on, the Senior Loans or any other loan from any Senior Lender to the Borrower), and any
such failure continues for a period of thirty (30) days after the date on which any Finance Party
notifies the Borrower of such failure;

(d) Failure by Other Parties to Comply with Obligations. Any party to a Financing
Document (other than the Finance Parties or the Borrower) fails to observe or perform any of its
obligations under that Financing Document, and any such failure continues for a period of thirty
(30) days after the date on which any Finance Party notifies the Borrower of such failure;

(e) Misrepresentation. Any representation or warranty made by any Obligor in any

Transaction Document or in any document furnished to any Finance Party or their advisors or

86
consultants by any Obligor pursuant to the provisions hereof or thereof is found to be incorrect or
misleading in any material respect when made or deemed made and, if the condition that renders
such representation or warranty incorrect or misleading is capable of being rectified and the
relevant Obligor could not reasonably have had knowledge that such representation or warranty
was incorrect or misleading in any material respect when made or deemed made, such
representation or warranty remains incorrect or misleading in any material respect for a period of
thirty (30) days after the date on which it was made or deemed made;

(f) Expropriation, Nationalization, Etc. Any Authority condemns, nationalizes,

seizes, or otherwise expropriates all or any substantial part of the property or other assets of any
Credit Party or of their respective Share Capital, or assumes custody or control of that property
or other assets or of the business or operations of any Credit Party or of their respective Share
Capital, or takes any action for the dissolution or disestablishment of any Credit Party or any
action that would prevent any Credit Party or its officers from carrying on all or a substantial part
of its business or operations;

(g) Involuntary Proceedings. A decree or order by a court is entered against the

Borrower:

(i) adjudging the Borrower bankrupt or insolvent;

(ii) approving as properly filed a petition seeking reorganization, arrangement,

adjustment or composition of, or with respect to, the Borrower under any
Applicable Law;

(iii) appointing a receiver, liquidator, assignee, trustee, sequestrator (or other

similar official) of the Borrower or of any substantial part of its property
or other assets; or

(iv) ordering the winding up or liquidation of its affairs;

(v) or any petition is filed seeking any of the above and is not dismissed
within ninety (90) days;

(h) Voluntary Proceedings. The Borrower:

(i) requests a moratorium or suspension of payment of Liabilities from any

court;

(ii) institutes proceedings or takes any form of corporate action to be

liquidated, adjudicated bankrupt or insolvent;

(iii) consents to the institution of bankruptcy or insolvency proceedings against

it;

(iv) files a petition or answer or consent seeking reorganization or relief under

any Applicable Law, or consents to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or

87
 other similar official) of the Borrower or of any substantial part of its
property;

(v) makes a general assignment for the benefit of creditors; or

(vi) admits in writing its inability to pay its Liabilities generally as they
become due or otherwise becomes insolvent;

(i) Attachment. An attachment or analogous process is levied or enforced upon or

issued against any of the assets of the Borrower or the SIRCI Trust for an amount in excess of
the equivalent of five hundred thousand Dollars ($500,000), individually or in the aggregate, and
is not discharged within ninety (90) days;

(j) Analogous Events to Bankruptcy. Any other event occurs which under any
Applicable Law would have an effect analogous to any of those events listed in Section 6.02(g),
Section 6.02(h) and Section 6.02(i);

(k) Cross-Default. The Borrower or the SIRCI Trust fails to make any payment in
respect of any of its Liabilities in an aggregate or individual amount exceeding five hundred
thousand Dollars ($500,000) (other than the Senior Loans or any other loan from any Senior
Lender to the Borrower) or to perform any of its obligations under any agreement pursuant to
which there is outstanding any Liability, and any such failure continues for more than any
applicable period of grace or any such Liability becomes prematurely due and payable or is
placed on demand;

(l) Failure to Maintain Authorizations. Any Authorization necessary for the

Borrower or the SIRCI Trust to perform and observe its obligations under any Transaction
Document, or to carry out the Project, is not obtained when required or is rescinded, terminated,
lapses or otherwise ceases to be in full force and effect, including with respect to the remittance
to any Finance Party or its assignees, in the Loan Currency, of any amounts payable under any
Transaction Document, and is not restored or reinstated within sixty (60) days of notice by any
Finance Party to the Borrower requiring that restoration or reinstatement;

(m) Revocation, Etc., of Security Documents. Any Security Document or any of its
provisions:

(i) is revoked, terminated or ceases to be in full force and effect, or ceases to

provide the security intended, without, in each case, the prior consent of
the Senior Lenders;

(ii) becomes unlawful or is declared void; or

(iii) is repudiated or its validity or enforceability is challenged by any Person

and any such repudiation or challenge continues for a period of sixty (60)
days during which period such repudiation or challenge has no effect;

(n) Revocation, Etc., of Financing Documents. Any Financing Document (other than
a Security Document) or any of its provisions:

88
 (i) is revoked, terminated or ceases to be in full force and effect without, in
each case, the prior consent of the Senior Lenders, and that event, if
capable of being remedied, is not remedied to the satisfaction of the Senior
Lenders within sixty (60) days of any Finance Partys notice to the
Borrower;

(ii) becomes unlawful or is declared void; or

(iii) is repudiated or the validity or enforceability of any of its provisions at

any time is challenged by any Person and such repudiation or challenge is
not withdrawn within sixty (60) days of any Finance Partys notice to the
Borrower requiring that withdrawal; provided that no such notice shall be
required or, as the case may be, the notice period shall terminate if and
when such repudiation or challenge becomes effective;

(o) Non-Performance of Project Documents. Any Project Document (other than the
O&M Services Agreement), or any of its provisions:

(i) is breached by any party to it in any material respect; or

(ii) is revoked, terminated or ceases to be in full force and effect without the
prior consent of the Senior Lenders, or performance of any of the material
obligations under any such Project Document becomes unlawful or any
such Project Document is declared to be void or is repudiated or its
validity or enforceability at any time is challenged by any party to it;

(p) Bankruptcy, Etc., of Sponsors. Any of the events specified in Section 6.02(g),
Section 6.02(h) or Section 6.02(i) occurs to any Sponsor or its properties, assets or Share Capital,
so long as the Project Funds and Share Retention Agreement is in full force and effect;

(q) Judgments. One or more final and non-appealable judgments, orders or arbitral
awards for the payment of money whose value, individually or in the aggregate, exceeds the
equivalent of five hundred thousand Dollars ($500,000) are rendered against the Borrower or the
SIRCI Trust, and any such judgments, orders or arbitral awards continue to be unsatisfied for a
period of ninety (90) days;

(r) Material Adverse Effect. Any event occurs or any condition exists that has had
or, following consultation with the Borrower, could, in the opinion of the Senior Lenders acting
jointly, reasonably be expected to have a Material Adverse Effect;

(s) O&M Services Agreement.

(i) The Operator ceases to perform the operations and maintenance services
under and in accordance with the relevant O&M Services Agreement; or

(ii) The O&M Services Agreement is revoked, terminated or ceases to be in

full force and effect without the prior consent of the Senior Lenders, or
performance of any of the material obligations under the O&M Services

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 Agreement becomes unlawful or the O&M Services Agreement is
declared to be void or is repudiated or its validity or enforceability at any
time is challenged by any party to it;

(t) Unilateral Modification. The alteration of the estimated contract value of the
Concession Agreement by twenty percent (20%) or more as a result of unilateral modification of
the Concession Agreement by TMSA pursuant to Clause 126 of the Concession Agreement; or

(u) New Concessionaire or New Obligations. A disruption of the economic

equilibrium (Equilibrio Econmico del Contrato) under the Concession Agreement due to the
entry of a new concessionaire or the imposition on the Borrower of new obligations under the
Concession Agreement, unless (i) the Borrower has obtained the corresponding rebalancing of
the economic equilibrium of the Concession Agreement according to the provisions set forth
therein or under Applicable Law or (ii) the Borrower is diligently contesting such rebalancing
caused by the disruption of the economic equilibrium under the Concession Agreement, only
before an arbitral tribunal according to Sections 130 and/or 131 of the Concession Agreement,

Section 6.03 Bankruptcy. (a) If the Borrower is liquidated or declared bankrupt, all the Senior
Loans, all interest accrued on them and any other amounts payable under this Agreement or any
other Financing Document will become immediately due and payable without any presentment,
demand, protest or notice of any kind, all of which the Borrower waives.

(b) As long as the insolvency laws of the Country provide for restrictions on or
sanctions associated with the ability of a lender to, directly or indirectly, exercise the right to
declare an event of default such as an Event of Default under Section 6.02(g), Section 6.02(h),
Section 6.02(i) and Section 6.02(r), the parties hereto agree that nothing in Section 6.02(g),
Section 6.02(h), Section 6.02(i) and Section 6.02(r) shall (i) prevent the commencement of any
restructuring proceeding in the Country, whether voluntary or involuntary, in respect of the
Borrower, (ii) prohibit the Borrower from entering into a restructuring proceeding in the
Country, or (iii) cause an unfavorable effect (efecto desfavorable) upon the Borrower.

ARTICLE VII

Miscellaneous

Section 7.01 Saving of Rights. (a) The rights and remedies of the Finance Parties in relation to
any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced
by any investigation by or on behalf of any of the Finance Parties into the affairs of the
Borrower, by the execution or the performance of this Agreement or the other Financing
Documents or by any other act or thing which may be done by or on behalf of any of the Finance
Parties in connection with this Agreement or the other Financing Documents and which might,
apart from this Section, prejudice such rights or remedies.

(b) No course of dealing or waiver by any Finance Party in connection with any
condition of Disbursement under this Agreement shall impair any right, power or remedy of that
Finance Party with respect to any other condition of Disbursement, or be construed to be a
waiver thereof; nor shall the action of any Finance Party with respect to any Disbursement affect

90
or impair any right, power or remedy of that Finance Party with respect to any other
Disbursement.

(c) Unless otherwise notified to the Borrower by any Finance Party and without
prejudice to the generality of Section 7.01(b), the right of that Finance Party to require
compliance with any condition under this Agreement or any other Financing Document that may
be waived by that Finance Party with respect to any Disbursement is expressly preserved for the
purposes of any subsequent Disbursement.

(d) No course of dealing and no failure or delay by any Finance Party in exercising,
in whole or in part, any power, remedy, discretion, authority or other right under this Agreement,
any other Financing Document or any other agreement shall waive or impair, or be construed to
be a waiver of, such or any other power, remedy, discretion, authority or right hereunder or
thereunder, or in any manner preclude its additional or future exercise; nor shall the action of any
Finance Party with respect to any default, or any acquiescence by it therein, affect or impair any
right, power or remedy of that Finance Party with respect to any other default.

Section 7.02 Notices. Any notice, request or other communication to be given or made under
this Agreement or any other Financing Document shall be in writing. Subject to Section 5.03(h)
and Section 5.03(i) (Reporting Requirements), any such communication may be delivered by
hand, prepaid certified or registered airmail, facsimile or established courier service to the
partys address specified below or at such other address as such party notifies to the other parties
from time to time, and will be effective upon receipt; provided, that (except with respect to
requests for Disbursement under Section 2.02), the Finance Parties may, at their election, deliver
notices, requests or communications to the Borrower by e-mail to such address as the Borrower
notifies the Finance Parties from time to time.

For the Borrower:

Recaudo Bogot SAS

Ave. Carrera 45 no 108 27 Torre 2 Oficina 1202
Bogot, Colombia

With a copy to:

Calle 73 No 7 31 piso 4
Bogot, Colombia

Attention: Jos Hernndez, Chief Executive Officer

Andrs Ziga, Chief Financial Officer

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For KEXIM:

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996

Attention: Director, Future Industry Finance Department

Facsimile: +82-2-3779-6779

For HSBC:

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA

Attention: Carla Campos, Director, Export Finance

Cristina Bergomi, Associate, Export Finance
Facsimile: +1 (1) 212 525 6090

With a copy to:

HSBC Bank plc

8 Canada Square
London E14 5HQ, UK

Attention: Graham Smith, Director, Export Finance

Facsimile: +44 (0)20 7992 4622

For Shinhan:

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea

Attention: Kim, Yu Ki (Manager)

Facsimile: +82-505-178-2968

Attention: Kim, Jung Ki (Manager)

Facsimile: +82-505-178-3365

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For Woori:

Woori Global Markets Asia Limited

1905 -1908, 19th Floor, Gloucester Tower, the Landmark
Central, Hong Kong

Attention: Corporate Finance Dept/ Finance & Accounting Dept

Bumse Lee, Changhyun Lee, Danny AU YEUNG
Facsimile: +852 3763 0808

For IFC:

International Finance Corporation

2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Attention: Director, Infrastructure and Natural Resources Department

Facsimile: +1 202 974 4309

With a copy (in the case of communications relating to payments) sent to

the attention of the Director, Department of Financial Operations, at
facsimile (202) 522-7419

For the KEXIM Facility Agent:

HSBC Bank USA, National Association

Corporate Trust and Loan Agency
452 Fifth Avenue
New York, NY 10018

Attention: Corporate Trust and Loan Agency

Facsimile: +1-212-525-1300

For the Offshore Collateral Agent:

HSBC Bank USA, National Association

Corporate Trust and Loan Agency
452 Fifth Avenue
New York, NY 10018

Attention: Corporate Trust and Loan Agency

Facsimile: +1-212-525-1300

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Section 7.03 English Language. (a) All documents to be provided or communications to be
given or made under this Agreement shall be in the English language.

(b) To the extent that the original version of any document to be provided, or
communication to be given or made, to any Finance Party under this Agreement or any other
Financing Document is in a language other than English, that document or communication shall
be accompanied by an English translation certified by an Authorized Representative of the
Borrower to be a true and correct translation of the original. A Finance Party may, if it so
requires, obtain an English translation of any document or communication received in a language
other than English at the cost and expense of the Borrower. Such Finance Party may deem any
such English translation to be the governing version between the Borrower and such Finance
Party.

Section 7.04 Term of Agreement. This Agreement shall continue in force until all the
Obligations under the Financing Documents have been fully and indefeasibly paid in accordance
with their respective provisions.

Section 7.05 Applicable Law and Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, United States of America

(b) For the exclusive benefit of the Finance Parties, the Borrower irrevocably agrees
that any legal action, suit or proceeding arising out of or relating to this Agreement or any other
Financing Document may be brought in the courts of the United States of America located in the
Southern District of New York or in the courts of the State of New York located in the Borough
of Manhattan. By the execution of this Agreement, the Borrower irrevocably submits to the
jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the
Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any
other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy
of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

(c) Nothing in this Agreement or any other Financing Document shall affect the right
of a Finance Party to commence legal proceedings or otherwise sue the Borrower in the Country
or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve
process, pleadings and other legal papers upon the Borrower in any manner authorized by the
laws of any such jurisdiction.

(d) The Borrower hereby irrevocably designates, appoints and empowers CT

Corporation Systems, with offices located as of the date of this Agreement at 111 Eighth
Avenue, New York, NY 10011, as its authorized agent solely to receive for and on its behalf
service of any summons, complaint or other legal process in any action, suit or proceeding a
Finance Party may bring in the State of New York in respect of this Agreement and each other
Financing Document.

(e) As long as this Agreement or any other Financing Document remains in force, the
Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf
service of any summons, complaint or other legal process in any action, suit or proceeding a

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Finance Party may bring in New York, New York, United States of America, with respect to this
Agreement. The Borrower shall keep the Finance Parties advised of the identity and location of
such agent.

(f) The Borrower also irrevocably consents, if for any reason its authorized agent for
service of process of summons, complaint and other legal process in any action, suit or
proceeding is not present in New York, New York, to the service of such papers being made out
of the courts of the United States of America located in the Southern District of New York and
the courts of the State of New York located in the Borough of Manhattan by mailing copies of
the papers by registered United States air mail, postage prepaid, to the Borrower, at its address
specified pursuant to Section 7.02 (Notices). In such a case, a Finance Party shall also send by
facsimile, or have sent by facsimile, a copy of the papers to the Borrower.

(g) Service in the manner provided in Sections 7.05(d), (e) and (f) in any action, suit
or proceeding will be deemed personal service, will be accepted by the Borrower as such and
will be valid and binding upon the Borrower for all purposes of any such action, suit or
proceeding.

(h) The Borrower irrevocably waives to the fullest extent permitted by Applicable
Law:

(i) any objection which it may have now or in the future to the laying of the
venue of any action, suit or proceeding in any court referred to in this
Section;

(ii) any claim that any such action, suit or proceeding has been brought in an
inconvenient forum;

(iii) its right of removal of any matter commenced by any of the Finance
Parties in the courts of the State of New York to any court of the United
States of America; and

(iv) any and all rights to demand a trial by jury in any such action, suit or
proceeding brought against such party by any of the Finance Parties.

(i) To the extent that the Borrower may be entitled in any jurisdiction to claim for
itself or its assets immunity in respect of its obligations under this Agreement or any other
Transaction Document to which it is a party, from any suit, execution, attachment (whether
provisional or final, in aid of execution, before judgment or otherwise) or other legal process or
to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to
it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such
immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

(j) The Borrower hereby acknowledges that IFC shall be entitled under Applicable
Law, including the provisions of the International Organizations Immunities Act, to immunity
from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby brought against IFC in any court of the United States of
America. The Borrower hereby waives any and all rights to demand a trial by jury in any action,

95
suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity
from a trial by jury.

(k) To the extent that the Borrower may, in any action, suit or proceeding brought in
any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out
of or in connection with this Agreement or any other Transaction Document to which the
Borrower is a party, be entitled to the benefit of any provision of law requiring a Finance Party in
such action, suit or proceeding to post security for the costs of the Borrower, or to post a bond or
to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the
fullest extent now or in the future permitted under the laws of the Country or, as the case may be,
the jurisdiction in which such court is located.

Section 7.06 Successors and Assignees. (a) This Agreement and the other Financing
Documents bind and benefit the respective successors and assignees of the parties hereto. The
Borrower shall not assign or delegate any of its rights or obligations under this Agreement or any
other Financing Document without the prior consent of each of the Senior Lenders.

(b) Each Senior Lender may sell, transfer, assign, novate or otherwise dispose of all
or part of its rights or obligations under this Agreement and any other Financing Document
(including by granting of Participations) in accordance with the provisions of its respective
Senior Loan Agreement, and the Intercreditor Agreement and shall promptly provide written
notice thereof to the other Finance Parties; provided that if as a result any such action by a Senior
Lender the Borrower is required to pay any Increased Costs or Taxes that were not applicable to
it prior to such action, the Borrower shall have a right to prepay, in whole but not in part, that
portion of the Senior Loans with respect to which such Increased Costs or Taxes are being
incurred. Such prepayment shall be made in accordance with Section 2.06 (Voluntary
Prepayment) except that the provisions with respect to the minimum prepayment amount set
forth in Section 2.06(a)(ii), the Prepayment Premium set forth in Section 2.06(b) and the
allocation of the principal amount prepaid set forth in Section 2.06(c) shall not apply.

Section 7.07 Amendments, Waivers and Consents. (a) No provision of this Agreement or any
other Financing Document may be amended, supplemented, modified or waived, except by a
written instrument signed by the A Loan Lender, the KEXIM Facility Agent and the Borrower
(but only if the Borrower is a party thereto).

(b) Any waiver and any amendment, supplement or modification made or entered
into in accordance with Section 7.07(a) shall be binding upon the Borrower and the Finance
Parties.

Section 7.08 Counterparts. This Agreement may be executed in several counterparts, each of
which is an original, but all of which together constitute one and the same agreement.

Section 7.09 No Third Party Beneficiaries. The agreement of each Senior Lender to make
Senior Loans to the Borrower on the terms and conditions set forth in this Agreement and the
other Financing Documents is solely for the benefit of the Borrower, and no other Person
(including any other Obligor or any party to a Project Document other than the Borrower, or any

96
contractor, sub-contractor, supplier, worker, carrier, warehouseman or materialman furnishing
supplies, goods or services to or for the benefit of the Project or receiving services from the
Project) shall have any rights hereunder against any Finance Party with respect to the Senior
Loans, the proceeds thereof or otherwise.

Section 7.10 No Reliance. Notwithstanding any other provisions of this Agreement:

(a) each Finance Party acknowledges that it has not relied, nor shall it rely, on the
other Finance Parties, or any of their respective officers, directors, employees, representatives,
attorneys, agents and affiliates, to inquire into or verify the accuracy or completeness of any
information provided, or made available to any of the Finance Parties, by the Borrower, the
Sponsors or any other Person, on or prior to the date of this Agreement or hereafter;

(b) each Finance Party acknowledges that none of the other Finance Parties, nor any
of their respective officers, directors, employees, representatives, attorneys, agents and affiliates,
has made any representation or warranty to it, and that no act by any Finance Party hereafter
taken, including any review of the Project or of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by such Finance Party to any other Finance Party.
Each Senior Lender represents to the other Finance Parties that it has, independently and based
on such documents and information as it has deemed appropriate, and without reliance on any
documents, reports or other information (including any materials prepared by any other Finance
Party for use in its own credit analysis, appraisals and decisions) provided by, or on views
expressed by, any other Finance Party, made its own appraisal of an investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of
the Borrower, the Sponsors, the Project, the value of and title to any Security, and all Applicable
Law relating to the transactions contemplated hereby, and made its own decision to enter into
this Agreement and the other Financing Documents and to extend credit to the Borrower
hereunder. Each Senior Lender also represents that it will, independently and without reliance
upon any other Finance Party and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Transaction Documents, and to
make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and the
Project; and

(c) each Finance Party acknowledges that none of the other Finance Parties, nor any
of their respective officers, directors, employees, representatives, attorneys, agents and affiliates,
shall be liable for any documents, reports or other information (including any materials prepared
by any other Finance Party for use in its own credit analysis, appraisals and decisions) provided
by, or for any views expressed by, any other Finance Party on or prior to the date of this
Agreement or hereafter.

Section 7.11 Indemnification; No Consequential Damages. (a) Whether or not the

transactions contemplated hereby are consummated, the Borrower shall indemnify each Finance
Party and its respective Affiliates, officers, directors, employees, agents and representatives
(each, an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel)

97
incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i)
the execution, delivery or performance of any Transaction Document or any other agreement or
instrument contemplated thereby or the consummation of the transactions contemplated hereby,
(ii) the Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation,
including any environmental law or regulation, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is party thereto; provided that such
indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages,
liabilities or expenses resulted directly from such Indemnitees gross negligence or willful
misconduct as determined by a final, non-appealable judgment of a court of competent
jurisdiction. The indemnity set out in this Section 7.11(a) shall survive the termination of this
Agreement and the resignation and removal of any Finance Party.

(b) To the maximum extent permitted by Applicable Law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of, in connection with, or relating
to, this Agreement or any other Financing Document or any agreement or instrument
contemplated hereby or thereby, the Loan or the use of the proceeds thereof.

(c) To the extent that any undertaking in the preceding paragraphs of this Section
7.11 may be unenforceable because it violates any Applicable Law or public policy, the
Borrower will contribute the maximum portion that each is permitted to pay and satisfy under
Applicable Law to the payment and satisfaction of such undertaking.

Section 7.12 Complete Agreement. This Agreement and the other Financing Documents
represent the final and complete agreement of the parties hereto, and all prior negotiations,
representations, understandings, writings and statements of any nature are hereby superseded in
their entirety by the terms of this Agreement and the other Financing Documents.

Section 7.13 Reinstatement. To the extent that any Finance Party receives any payment by or
on behalf of the Borrower, which payment or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or to
its estate, trustee, receiver, custodian or any other Person under any Applicable Law or
otherwise, then to the extent of the amount so required to be repaid, the obligation or part thereof
which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the
amount so repaid and shall be included within the Obligations as of the date such initial payment,
reduction or satisfaction occurred.

Section 7.14 Survival. All indemnities set forth herein, including Section 7.11
(Indemnification; No Consequential Damages), shall survive the execution and delivery of this
Agreement and the Promissory Notes and the making and repayment of the Senior Loans and
payment of the Obligations. In addition, each representation and warranty made or deemed to be
made pursuant hereto shall survive the making of such representation and warranty, and no
Finance Party shall be deemed to have waived, by reason of making any extension of credit, any
Potential Event of Default or Event of Default which may arise by reason of such representation
or warranty proving to have been false or misleading, notwithstanding that such Finance Party

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may have had notice or knowledge or reason to believe that such representation or warranty was
false or misleading at the time such extension of credit was made.

Section 7.15 Set-off. In addition to any rights now or hereafter granted under Applicable Law
or otherwise, and not by way of limitation of any such rights, each Finance Party is hereby
authorized at any time or from time to time, without presentment, demand, protest or other notice
of any kind to the Borrower or to any other Person, any such notice being hereby expressly
waived, to set-off and to appropriate and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by such Finance Party (including without limitation
by branches and agencies of any Finance Party wherever located), to or for the credit or the
account of the Borrower against and on account of the Obligations or liabilities of the Borrower
to such Finance Party under this Agreement or any of the other Financing Documents, including
all claims of any nature or description arising out of or connected with this Agreement or any
other Financing Document, irrespective of whether such Finance Party shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.

Section 7.16 Intercreditor Matters.

(a) The Borrower acknowledges that nothing in the Intercreditor Agreement shall (i)
create rights or other benefits in favor of the Borrower and none of the undertakings in the
Intercreditor Agreement on the part of the Finance Parties are given to, or for the benefit of, the
Borrower or (ii) excuse or diminish any of the Borrowers obligations or liabilities pursuant to
the Financing Documents, nor shall any of the rights and remedies of any Finance Party against
the Borrower under any of the Financing Documents be limited, impaired, reduced or prejudiced
by the execution thereof or the performance by the Finance Parties of any of their rights, powers,
discretions and remedies thereof.

(b) The Borrower waives, to the maximum extent permitted under Applicable Law,
all rights it may otherwise have to require that the Security Documents be enforced in any
particular order or manner after they have become enforceable.

(c) The Borrower irrevocably waives any rights which it may now or in the future
have to challenge or have set aside any arrangement relating to:

(i) the placing of the proceeds of the enforcement of the Security Documents
or the Security in an interest bearing suspense account or any other
accounts (whether or not interest bearing) contemplated by the
Intercreditor Agreement;

(ii) any other matter or thing regarding the order or manner of enforcement of
the Security Documents or the Security and the priority of the application
of the proceeds of such enforcement, so long as, in each case, such
enforcement and application is made in accordance with the Intercreditor
Agreement and the Security Documents; and

(iii) confirms that it has no right to enforce any provision of the Intercreditor
Agreement or to claim any right of estoppel in relation hereto or thereto.

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 (d) The Borrower agrees for the benefit of each of the Finance Parties that it shall be
liable to any Finance Party for the amount of any payments made by such Finance Party pursuant
to the Intercreditor Agreement if any such Finance Party has shared the benefit of such payment
pursuant to the Intercreditor Agreement and such Finance Party is subsequently required to
return its portion of such payment pursuant to the Intercreditor Agreement.

ARTICLE VIII

The Agents

Section 8.01 Appointment and Duties of the Offshore Collateral AgentEach Senior Lender
irrevocably appoints the Offshore Collateral Agent to act as its agent under the Security
Documents and each other Financing Document to which the Offshore Collateral Agent is a
party. Each Senior Lender irrevocably authorizes the Offshore Collateral Agent to (i) perform
the duties and to exercise the rights, powers and discretions that are specifically given to it under
the Security Documents, together with any other incidental rights, powers and discretions and (ii)
execute each Security Document and each other Financing Document that is to be executed by
the Offshore Collateral Agent on behalf of or for such Senior Lender.

(b) The Offshore Collateral Agent has only those duties which are expressly specified
in the Financing Documents and no duties, responsibilities, or obligations shall be inferred or
implied. Those duties are solely of a mechanical and administrative nature.

(c) The Borrower agrees to pay to the Offshore Collateral Agent all fees required to
be paid to it under this Agreement, including those payable pursuant to any other Financing
Document or any fee letter entered into with the Offshore Collateral Agent on or before the
Closing Date.

Section 8.02 No Fiduciary Duties. Nothing in the Financing Documents makes the
Offshore Collateral Agent a trustee or fiduciary for any other party to this Agreement or any
other Person. The Offshore Collateral Agent is not required to hold in trust any moneys paid to
it for a party to this Agreement or be liable to account for interest on those moneys.

Section 8.03 Individual Position of the Offshore Collateral Agent.

(a) If it is also a Senior Lender or a Hedge Counterparty, the Offshore Collateral

Agent has the same rights and powers under the Financing Documents as any Senior Lender and
as any Hedge Counterparty and may exercise those rights and powers as though it were not the
Offshore Collateral Agent.

(b) The Offshore Collateral Agent and its Affiliates may (i) carry on any business
with the Borrower or its respective related entities (including acting as an agent or a trustee for
any other financing) and (ii) retain any profits or remuneration it receives under the Financing
Documents or in relation to any other business it carries on with the Borrower or its respective
related entities.

Section 8.04 RelianceThe Offshore Collateral Agent may:

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 (i) conclusively rely on any notice, or document resolution, direction,
consent, certificate, affidavit, statement, cable, telefax or other paper or
document believed by it to be genuine and correct and to have been signed
by, or with the authority of, the proper person;

(ii) conclusively rely on any statement, request or direction (including any

statement or direction made orally or by telephone) made by any Person
regarding any matters which may reasonably be assumed to be within his
knowledge, within his power to verify or within his authority to make, as
applicable;

(iii) engage and rely on professional advisers and experts selected by it

(including those representing a party to this Agreement, other than the
Agents) at the expense of the Borrower and it should shall not incur any
liability in acting in good faith in accordance with any advice from such
counsel; and

(iv) act under the Financing Documents through its personnel and agents.

(b) The Offshore Collateral Agent shall be fully protected and shall not be liable for
any action taken or not taken by it in accordance with the advice of legal counsel or an opinion
of counsel, independent accountants or other professional advisers or experts selected by it,
except as provided in Section 8.07.

Section 8.05 Senior Lenders Instructions. (a) Unless otherwise provided in this
Agreement or any other Financing Document, wherever this Agreement or any other Financing
Document requires or provides for the consent, instructions or waiver of the Offshore Collateral
Agent, or for an act or thing to be done in a manner or to be satisfactory to the Offshore
Collateral Agent, it shall act hereunder and thereunder with the consent of or under the
instructions of the Senior Lenders and the Offshore Collateral Agent and its Affiliates, officers,
directors, employees, agents and representatives shall be fully indemnified and protected in so
doing. The Offshore Collateral Agent is fully protected if (i) it acts on the instructions of the
Senior Lenders in the exercise of any right, power or discretion or any matter not expressly
provided for in the Financing Documents and (ii) if it does not act because no such instructions
or no requested instructions or clarification have been given to it by the Senior Lenders. Any
such instructions given by the Senior Lenders will be binding on the Senior Lenders.

(b) The Offshore Collateral Agent may assume that unless it has received notice to
the contrary, any right, power, authority or discretion vested in any party to this Agreement has
not been exercised.

(c) The Offshore Collateral Agent may require the receipt of security satisfactory to
it, whether by way of payment in advance, bond, indemnity or otherwise, against any liability or
loss which it may incur in complying with the instructions of the Senior Lenders.

Section 8.06 Responsibility. (a) The Offshore Collateral Agent is responsible to any
Senior Lender for the adequacy, accuracy or completeness of (i) any Financing Document or any

101
other document or (ii) any statement or information (whether written or oral) made in or supplied
in connection with any Financing Document.

(b) Without affecting the responsibility of the Borrower for information supplied by it
or on its behalf in connection with any Financing Document, each Senior Lender confirms that it:

(i) has made, and will continue to make, its own independent appraisal of all
risks arising under or in connection with the Financing Documents
(including the financial condition and affairs of each Obligor and their
respective related entities and the nature and extent of any recourse against
any party to this Agreement or its assets); and

(ii) has not relied exclusively on any information provided to it by any Agent
in connection with any Financing Document.

Section 8.07 Exclusion of Liability. (a) The Offshore Collateral Agent is not liable or
responsible to any Senior Lender for any action taken or not taken by it in connection with any
Financing Document, unless caused by its gross negligence or willful misconduct (as finally
determined by a final, non-appealable judgment of a court of competent jurisdiction) or that of its
respective officers, directors or employees.

(b) No party to this Agreement (other than an Agent) may take any proceedings
against any officer, employee, counsel, or agent of the Offshore Collateral Agent in respect of
any claim it might have against the Offshore Collateral Agent or in respect of any act or
omission of any kind by that officer, employee, counsel or agent in connection with any
Financing Document. Any officer, employee, counsel or agent of the Offshore Collateral Agent
may rely on this Section 8.07 and enforce its terms.

(c) The Offshore Collateral Agent shall not be required to expend or risk any of its
own funds or otherwise incur any liability, financial or otherwise, in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers.

Section 8.08 Potential Event of Default. (a) The Offshore Collateral Agent is not obliged
to monitor or enquire whether a Potential Event of Default has occurred or to monitor the
performance or observance of any covenant or other provision of the Financing Documents. The
Offshore Collateral Agent is not deemed to have knowledge of the occurrence of a Potential
Event of Default other than as set forth in Section 8.08(b).

(b) If the Offshore Collateral Agent (i) receives written notice from a party to this
Agreement referring to this Agreement, describing a Potential Event of Default and stating that
the event is a Potential Event of Default or (ii) is aware of the non-payment of any principal or
interest or any fee payable to a Senior Lender or any other Finance Party under this Agreement
or any other Financing Document, the Offshore Collateral Agent shall promptly notify the Senior
Lenders and the KEXIM Facility Agent.

Section 8.09 Information. (a) The Offshore Collateral Agent shall promptly forward to
the Person concerned the original or a copy of any document which is delivered to it by a party
to this Agreement for that Person.

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 (b) The Offshore Collateral Agent is not obliged to review or check the adequacy,
accuracy or completeness of any document it forwards to another party to this Agreement.

(c) Except as provided above, the Offshore Collateral Agent has no duty (i) either
initially or on a continuing basis to provide any Finance Party with any credit or other
information concerning the risks arising under or in connection with the Financing Documents
(including any information relating to the financial condition or affairs of any Obligor or their
respective related entities or the nature or extent of recourse against any party to this Agreement
or its assets) whether coming into its possession before, on or after the date of this Agreement, in
its capacity as Offshore Collateral Agent, or otherwise or (ii) unless specifically requested to do
so by a Finance Party in accordance with a Financing Document, to request any certificate or
other document from the Borrower.

(d) In acting as the Offshore Collateral Agent, the agency division of the Offshore
Collateral Agent is treated as a separate entity from its other divisions and departments. Any
information acquired by the Offshore Collateral Agent which, in its opinion, is acquired by it
otherwise than in its capacity as Offshore Collateral Agent may be treated as confidential by it
and will not be treated as information possessed by it in its capacity as such.

(e) The Offshore Collateral Agent is obliged to disclose to any Person any
confidential information supplied to it by or on behalf of the Borrower solely for the purpose of
evaluating whether any waiver or amendment is required in respect of any term of the Financing
Documents.

(f) The Borrower irrevocably authorizes the Offshore Collateral Agent to disclose to
the relevant Finance Parties any information which, in its opinion, is received by it in its capacity
as the Offshore Collateral Agent.

Section 8.10 Indemnities. (a) Without limiting the liability of the Borrower under the
Financing Documents, each Senior Lender shall indemnify the Offshore Collateral Agent and its
officers, directors and employees for such Senior Lender for the pro rata share of any all claims,
expenses, obligations, liabilities, losses, damages injuries (to person, property or natural
resources), penalties, stamp or other taxes, actions, suits, judgments, reasonable costs and
expenses (including reasonable attorneys fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Offshore Collateral Agent by
reason of its participation in the transactions contemplated hereby, including without limitation
all reasonable costs required to be associated with claims for damages to persons or property, and
reasonable attorney and consultant fees and expenses and court costs except loss or liability
incurred by the Agent in acting is its capacity as Agent, except to the extent that the loss or
liability is caused by the Offshore Collateral Agent's gross negligence or willful misconduct (as
finally determined by a final, non-appealable judgment of a court of competent jurisdiction). The
indemnity set out in this section shall survive the termination of this Agreement and any
Financing Document and the resignation and removal of the Offshore Collateral Agent.

(b) In no event shall the Offshore Collateral Agent be liable for special, indirect,
punitive or consequential loss or damages of any kind whatsoever (including but not limited to
loss of profit, goodwill, reputation, business opportunity or anticipated saving), even if the

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Offshore Collateral Agent has been advised as to the likelihood of such loss or damage and
regardless of the form of action.

(c) The Offshore Collateral Agent may deduct from any amount received by it for a
Senior Lender any amount due from that Senior Lender under this Section 8.10 (Indemnities) or
any other provision of any Financing Document that has not been paid after demand by the
Offshore Collateral Agent.

Section 8.11 Compliance. The Offshore Collateral Agent shall be entitled to take any
action or may refrain from doing anything (including disclosing any information) which might,
in its opinion, constitute a breach, be necessary to comply with of any Applicable Law or be
otherwise actionable at the suit of any Person (unless in the case of any such suit, it shall first be
indemnified to its satisfaction against any and all liability and expense (including the fees and
expenses of its counsel) which may be incurred by it by reason of taking such action), and may
do anything which, in its opinion, is necessary or desirable to comply with any Applicable Law.

Section 8.12 Resignation of the Offshore Collateral Agent. (a) The Offshore Collateral
Agent may resign by giving no less than thirty (30) days prior notice to the KEXIM Facility
Agent, the Senior Lenders and the Borrower, in which case the Senior Lenders may appoint a
successor Offshore Collateral Agent that is a commercial bank or financial institution or a
subsidiary of a commercial bank or financial institution if such commercial bank or financial
institution is organized under the laws of the United States of America or of any state thereof and
has a combined capital, surplus and undivided profits of at least five hundred million Dollars
($500,000,000).

(b) If no successor Offshore Collateral Agent has been appointed under paragraph (a)
above and accepted its appointment within thirty (30) days after notice of resignation was given,
the Offshore Collateral Agent may appoint a successor Offshore Collateral Agent satisfying the
requirements of paragraph (a) above or may petition a court of competent jurisdiction to appoint
a successor.

(c) The Person(s) appointing a successor Offshore Collateral Agent shall, provided
that no Potential Event of Default or Event of Default shall have occurred and be continuing,
obtain the consent of the Borrower prior to the appointment, such consent not to be unreasonably
withheld or delayed.

(d) Any successor Offshore Collateral Agent shall have an office in the City of New
York.

(e) The resignation of the Offshore Collateral Agent and the appointment of any
successor Offshore Collateral Agent will both become effective only when the successor
Offshore Collateral Agent notifies all the parties to this Agreement that it accepts its
appointment. On giving the notification, the successor Offshore Collateral Agent will succeed to
the position, and all the rights, powers and duties, of the Offshore Collateral Agent and the term
Offshore Collateral Agent will mean the successor Offshore Collateral Agent.

(f) The retiring Offshore Collateral Agent shall, at the cost of the Borrower, make
available to the successor Offshore Collateral Agent such documents and records and provide

104
such assistance as the successor Offshore Collateral Agent may reasonably request for the
purposes of performing its functions as an Agent under the Financing Documents.

(g) Upon its resignation becoming effective, this Section 8.12 (Resignation of the
Offshore Collateral Agent) will continue to benefit the retiring Offshore Collateral Agent in
respect of any action taken or not taken by it in connection with the Financing Documents while
it was the Offshore Collateral Agent, and, subject to paragraph (f) above, it will have no further
obligations under any Financing Document.

(h) The Senior Lenders may, by notice to the Offshore Collateral Agent, require it to
resign under this Section 8.12 (Resignation of the Offshore Collateral Agent).

Section 8.13 [Reserved].

Section 8.14 [Reserved].

Section 8.15 Offshore Collateral Agents Management Time. If the Offshore Collateral
Agent requires, any amount payable to the Offshore Collateral Agent, by any party to this
Agreement under any indemnity or in respect of any costs or expenses incurred by the Offshore
Collateral Agent, under the Financing Documents after the date of this Agreement may include
the cost of using its management time or other resources and will be calculated on the basis of
such reasonable daily or hourly rates as the Offshore Collateral Agent may notify to the relevant
party to this Agreement. This is in addition to any amount in respect of fees or expenses paid or
payable to the Offshore Collateral Agent under any other term of the Financing Documents.

Section 8.16 Notice Period. Where this Agreement specifies a minimum period of notice
to be given to the Offshore Collateral Agent, it may, at its discretion, accept a shorter notice
period.

Section 8.17 Offshore Collateral Agent as Security Agent. Unless expressly provided to
the contrary, the Offshore Collateral Agent holds any security created by a Security Document as
agent for the Finance Parties.

Section 8.18 Responsibility. The Offshore Collateral Agent is not liable or responsible to
any other Finance Party for (a) any failure in perfecting or protecting the security created by any
Security Document or (b) any other action taken or not taken by it in connection with a Security
Document, unless directly caused by its gross negligence or willful misconduct (as finally
determined by a final, non-appealable judgment of a court of competent jurisdiction).

Section 8.19 Title. In connection with any enforcement or otherwise, the Offshore
Collateral Agent may accept, directly or through a nominee, without enquiry, the title (if any)
any Obligor may have to any asset over which security is intended to be created by any Security
Document.

Section 8.20 Investments. Except as otherwise provided in any Security Document, all
moneys received by the Offshore Collateral Agent under a Security Document may be invested
in the name of, or under the control of, the Offshore Collateral Agent in such Permitted
Investments as the Borrower specifically directs in writing. Absent such directions, which may

105
be provided in a standing direction, each of the parties hereto understands and agrees that funds
shall remain uninvested and shall not earn interest. The Borrower shall ensure that Permitted
Investments have maturities, and, if necessary, are liquidated, or are disposed of, so that it is able
to comply with its obligations under the Security Documents; provided that if the Borrower fails
to direct the disposal or liquidation of Permitted Investments when required in accordance with
this Section 8.20 (Investments), the Offshore Collateral Agent may dispose of or liquidate it on
such terms as it shall think fit. The Offshore Collateral Agent may execute any investment
instruction provided to it in respect of the Permitted Investments through its Affiliates, and
neither the Offshore Collateral Agent nor its Affiliates shall have a duty to monitor the
investment rating of any such Permitted Investments. Each of the parties hereto understands and
agrees that the Offshore Collateral Agent or its Affiliates are permitted to receive additional
compensation that could be deemed to be in such partys economic self-interest for (1) serving as
investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (2) using Affiliates to effect transactions in
certain Permitted Investments and (3) effecting transactions in Permitted Investments.

Section 8.21 Approval. Each Finance Party confirms its approval of each Security
Document.

Section 8.22 Merger. Any entity into which the Offshore Collateral Agent in its
individual capacity may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Offshore
Collateral Agent in its individual capacity shall be a party, or any corporation to which
substantially all of the corporate trust business of the Offshore Collateral Agent in its individual
capacity may be transferred, shall be the Offshore Collateral Agent under this Agreement
without further action.

Section 8.23 Force Majeure. The Offshore Collateral Agent shall not incur any liability
for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason
of any occurrence beyond the control of the Offshore Collateral Agent (including but not limited
to any act or provision of any present or future law or regulation or governmental authority, any
act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or
the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility).

Section 8.24 Co-Collateral Agent. (a) The Offshore Collateral Agent may appoint a
separate collateral agent or a co-collateral agent in any jurisdiction outside the United States of
America:

(i) if the Offshore Collateral Agent considers that without the appointment
the interests of the Finance Parties under the Financing Documents might
be materially and adversely affected;

(ii) for the purpose of complying with any Applicable Law or other condition
in any jurisdiction; or

106
 (iii) for the purpose of obtaining or enforcing a judgment or enforcing any
Financing Document in any jurisdiction.

(b) Any appointment under this Section 8.24 (Co-Collateral Agent) will only be
effective if the collateral agent or a co-collateral agent confirms to the Offshore Collateral Agent
and the Finance Parties in form and substance satisfactory to the Offshore Collateral Agent that it
is bound by the terms of this Agreement as if it were the Offshore Collateral Agent. Upon any
such confirmation, the Offshore Collateral Agent shall notify each Senior Lender of the name,
notice information and for which of the purposes set forth in paragraph (a) above such co-
collateral agent is being appointed.

(c) The Offshore Collateral Agent may remove any collateral agent or a co-collateral
agent appointed by it and may appoint a new collateral agent or a co-collateral agent in its place.

(d) The Borrower must pay to the Offshore Collateral Agent any reasonable and
documented remuneration paid by the Offshore Collateral Agent to any collateral agent or a co-
collateral agent appointed by it in accordance with paragraph (a) above, together with any related
costs and expenses (including all attorney costs) properly incurred by the collateral agent or a co-
collateral agent.

Section 8.25 Several Obligation. The obligations of the Agents under all Financing
Documents are several and not joint.

[signature pages follow]

107
 ANNEX A

PROJECT DESCRIPTION, PROJECT COST AND FINANCIAL PLANS

Project cost Financing Plan

2012-2015 % 2012-2015 %
US$ millions US$ millions
IFC A Loan 30.0 11%
Capital Expenditures 192.6 72% KEXIM Uncovered Loan HSBC 67.0 25%
KEXIM Covered HSBC Loan 39.0 15%
Financial expenses 57.8 22% KEXIM Covered Loan Shinhan Bank 7.5 3%
KEXIM Covered Loan Woori Bank 7.5 3%
Debt Service Reserve Account 17.1 6% Total Senior Financial Loans 151.0 56%
IFC C Loan - Subordinated Loan 25.0 9%
Sponsor Equity 25.0 9%
Cash from operations 66.4 25%
Total Project Cost 267.4 100% Total Financing Plan 267.4 100%

*
Permanent Working Capital is calculated
as follows:
Cash
Accounts Receivable
Inventories
Less:
Accounts Payable
Short-term Indebtedness
Total

i
 ANNEX B

BORROWER/PROJECT AUTHORIZATIONS

(See Sections 3.01(d) and 4.01(d) of the Common Terms Agreement)

Section (1) Authorizations Already Obtained

a) Approval by TMSA of the Master Implementation Plan;

b) Approval by TMSA of the Financial Closing pursuant to the Concession Agreement;

c) Approval by TMSA of the design, supply and implementation of SIRCI pursuant to

Clause 16.1 of the Concession Agreement;

d) Approval by TMSA of merchandising mechanisms, strategies and plans pursuant to

Clause 16.16 of the Concession Agreement;

e) Corresponding licenses of the software to be used pursuant to Clause 17.15 of the

Concession Agreement;

f) Corresponding licenses and permits required for the use of connectivity and
telecommunication systems pursuant Clause 17.16 of the Concession Agreement;

g) Approval by TMSA of the procedures for the proper management of claims and
complaints by the SITP users pursuant to Clause 16.25 of the Concession Agreement.

h) Approval by TMSA of the location strategies in connection with points of sale and
recharge of SITP payment means pursuant Clause 20.8 of the Concession Agreement;

i) Approval by TMSA of the procedure to write off the Companys assets during the
concession pursuant Clause 64 of the Concession Agreement;

j) Approval by TMSA of the Concession Insurance Policies;

k) Approval by TMSA of the SIRCI Trust; and

l) Approval by TMSA of the SITP Trust.

Section (2) Authorizations to be Obtained Prior to Closing Date

a) Resolution(s) of the relevant corporate authority of the Borrower, the SIRCI Trust and the
Sponsors authorizing the execution of the Financing Documents to which each is a party;

b) Approval by TMSA to amend the SIRCI Trust Agreement and approval by TMSA of the
amended and restated SIRCI Trust Agreement;

c) Registration of each of the IFC A Loan and the KEXIM Facility with the Central Bank of
the Country (Form No. 6);

ii
 d) Registration of the IFC C Loan with the Central Bank of the Country (Form No. 6);

e) Registration of the SIRCI Trust Agreement with the Chamber of Commerce of Bogot;

f) Registration of the First Ranking Share Pledge in the Borrowers stock-ledger book; and

g) Registration of the SIRCI Trust compensation accounts (cuentas de compensacin) with

the Central Bank of the Country.

Section (3) Authorizations to be Obtained after each disbursement

a) Registration of each Disbursement under the IFC A Loan and the KEXIM Facilities with
the Central Bank of the Country (Form No. 3 or Form No. 3A); and

b) Registration of each disbursement of the IFC C Loan with the Central Bank of the
Country (Form No. 3).

iii
 ANNEX C

INSURANCE REQUIREMENTS

(See Section 5.04 of the Common Terms Agreement)

1. Property All Risks or Fire and named perils, based on new replacement cost of assets for
the control centers and the backup control center (level 4 technical facility)

2. Computer Crime Policy with a minimum limit of USD 1,000,000 per occurrence

3. Third Party Liability with a minimum limit of USD 5,000,000 per occurrence

4. Professional Indemnity including Network Security with a minimum limit of USD

2,500,000

5. All insurances required by contract, applicable laws and regulations

6. Directors & Officers Liability, as required by IFC

iv
 ANNEX D

ANTI-CORRUPTION GUIDELINES

The purpose of these Guidelines is to clarify the meaning of the terms Corrupt Practices,
Fraudulent Practices, Coercive Practices, Collusive Practices and Obstructive Practices
in the context of the Senior Lenders operations.

1. Corrupt Practices

A Corrupt Practice is the offering, giving, receiving or soliciting, directly or indirectly, of

anything of value to influence improperly the actions of another party.

Interpretation

A. Corrupt practices are understood as kickbacks and bribery. The conduct in

question must involve the use of improper means (such as bribery) to violate or
derogate a duty owed by the recipient in order for the payor to obtain an undue
advantage or to avoid an obligation. Antitrust, securities and other violations of
law that are not of this nature are excluded from the definition of corrupt
practices.

B. It is acknowledged that foreign investment agreements, concessions and other

types of contracts commonly require investors to make contributions for bona fide
social development purposes or to provide funding for infrastructure unrelated to
the project. Similarly, investors are often required or expected to make
contributions to bona fide local charities. These practices are not viewed as
Corrupt Practices for purposes of these definitions, so long as they are permitted
under local law and fully disclosed in the payors books and records. Similarly,
an investor will not be held liable for corrupt or fraudulent practices committed by
entities that administer bona fide social development funds or charitable
contributions.

C. In the context of conduct between private parties, the offering, giving, receiving
or soliciting of corporate hospitality and gifts that are customary by
internationally-accepted industry standards shall not constitute corrupt practices
unless the action violates applicable law.

D. Payment by private sector persons of the reasonable travel and entertainment

expenses of public officials that are consistent with existing practice under
relevant law and international conventions will not be viewed as Corrupt
Practices.

E. The World Bank Group does not condone facilitation payments. For the purposes
of implementation, the interpretation of Corrupt Practices relating to facilitation
payments will take into account relevant law and international conventions
pertaining to corruption.

v
2. Fraudulent Practices

A. Fraudulent Practice is any action or omission, including misrepresentation, that

knowingly or recklessly misleads, or attempts to mislead, a party to obtain a
financial benefit or to avoid an obligation.

Interpretation

B. An action, omission, or misrepresentation will be regarded as made recklessly if it

is made with reckless indifference as to whether it is true or false. Mere
inaccuracy in such information, committed through simple negligence, is not
enough to constitute a Fraudulent Practice for purposes of this Agreement.

C. Fraudulent Practices are intended to cover actions or omissions that are directed to
or against a World Bank Group entity, KEXIM, HSBC, Shinhan or Woori. It also
covers Fraudulent Practices directed to or against a World Bank Group member
country in connection with the award or implementation of a government contract
or concession in a project financed by the World Bank Group. Frauds on other
third parties are not condoned but are not specifically sanctioned in IFC, MIGA,
PRG, KEXIM, HSBC, Shinhan or Woori operations. Similarly, other illegal
behavior is not condoned, but will not be considered as a Fraudulent Practice for
purposes of this Agreement.

3. Coercive Practices

A Coercive Practice is impairing or harming, or threatening to impair or harm, directly or

indirectly, any party or the property of the party to influence improperly the actions of a party.

Interpretation

D. Coercive Practices are actions undertaken for the purpose of bid rigging or in
connection with public procurement or government contracting or in furtherance
of a Corrupt Practice or a Fraudulent Practice.

E. Coercive Practices are threatened or actual illegal actions such as personal injury
or abduction, damage to property, or injury to legally recognizable interests, in
order to obtain an undue advantage or to avoid an obligation. It is not intended to
cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4. Collusive Practices

A Collusive Practice is an arrangement between two or more parties designed to achieve an

improper purpose, including to influence improperly the actions of another party.

vi
 Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with
public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.

5. Obstructive Practices

An Obstructive Practice is (i) deliberately destroying, falsifying, altering or concealing of

evidence material to the investigation or making of false statements to investigators, in order to
materially impede a World Bank Group, KEXIM, HSBC, Shinhan or Woori investigation into
allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing
or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the
investigation or from pursuing the investigation, or (ii) acts intended to materially impede
the exercise of the Senior Lenders access to contractually required information in connection
with a World Bank Group, KEXIM, HSBC, Shinhan or Woori investigation into allegations of a
corrupt, fraudulent, coercive or collusive practice.

Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory,
legal or constitutional rights such as the attorney-client privilege, regardless of whether such
action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party
participated in the prohibited act in question.

vii
 ANNEX E

PROHIBITED ACTIVITIES

Production or trade in any product or activity deemed illegal under host country laws or
regulations or international conventions and agreements, or subject to international bans,
such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCBs,
wildlife or products regulated under CITES.

Production or trade in weapons and munitions *.

Production or trade in alcoholic beverages (excluding beer and wine) *

Production or trade in tobacco.

Gambling, casinos and equivalent enterprises.

Production or trade in radioactive materials. This does not apply to the purchase of
medical equipment, quality control (measurement) equipment and any equipment where
IFC considers the radioactive source to be trivial and/or adequately shielded.

Production or trade in unbonded asbestos fibers. This does not apply to purchase and use
of bonded asbestos cement sheeting where the asbestos content is less than 20%.

Drift net fishing in the marine environment using nets in excess of 2.5 km. in length.

Production or activities involving harmful or exploitative forms of forced labor**/harmful

child labor ***.

Commercial logging operations for use in primary tropical moist forest.

Production or trade in wood or other forestry products other than from sustainably
managed forests.

Notes to Exclusion List:

*
This does not apply to project sponsors who are not substantially involved in these activities. Not substantially
involved means that the activity concerned is ancillary to a project sponsors primary operations.
**
Forced labor means all work or service, not voluntarily performed that is extracted from an individual under threat
of force or penalty.
***
Harmful child labor means the employment of children that is economically exploitive, or is likely to be
hazardous to, or to interfere with, the childs education, or to be harmful to the childs health, or physical, mental,
spiritual, moral, or social development.

viii
 ANNEX F

BORROWER AGREEMENTS

(See Sections Section 3.01(j)(i) and Section 4.01(t))

To be agreed among the Borrower and the Senior Lenders prior to the Closing Date.

CREDIT PARTY OWNERSHIP INTERESTS

(See Section 3.01(r)(ii))

As of the Closing Date, none.

HEDGES

(See Section 4.02(o))

COLOMBIAN PESO DEBT SERVICE CAPPED AMOUNT

(Million Pesos) 2012 2013 2014 2015 2016 2017 2018 2019
Initial Debt - 201,431 320,848 320,848 305,011 270,612 232,631 194,012
Disbursement 201,431 119,417 - - - - - -
Amortization - - - (15,837) (34,399) (37,981) (38,619) (38,710)
Amortization (%) 0% 0% 0% 5% 11% 12% 12% 12%
Interest expense (2,871) (22,785) (28,342) (27,631) (25,413) (22,285) (18,943) (15,500)
Financial fees (20,710) (2,920) (2,881) (2,805) (2,575) (2,270) (1,954) (1,628)
Final Debt 201,431 320,848 320,848 305,011 270,612 232,631 194,012 155,301

(Million Pesos) 2020 2021 2022 2023 2024

Initial Debt 155,301 117,105 79,151 45,241 14,989
Disbursement - - - - -
Amortization (38,196) (37,954) (33,910) (30,252) (14,989)

ix
Amortization (%) 12% 12% 11% 9% 5%
Interest expense (12,078) (8,690) (5,498) (2,661) (663)
Financial fees (1,303) (977) (651) (326) (81)
Final Debt 117,105 79,151 45,241 14,989 (0)

x
Principal Repayments

Repayment Date IFC A KEXIM HSBC Woori Bank Shinhan Total

Uncovered Covered Ban
15-Sep-2015 3,582 4,289 2,497 2,735 2,735 15,837
15-Mar-2016 3,692 4,289 2,497 2,735 2,735 15,946
15-Sep-2016 3,692 4,289 2,497 2,735 2,735 15,946
15-Mar-2017 3,910 4,289 2,497 2,734 2,734 16,165
15-Sep-2017 3,910 4,289 2,497 2,734 2,734 16,165
15-Mar-2018 4,184 7,746 4,509 - - 16,438
15-Sep-2018 4,184 7,746 4,509 - - 16,438
15-Mar-2019 4,184 7,746 4,509 - - 16,438
15-Sep-2019 4,184 7,746 4,509 - - 16,438
15-Mar-2020 3,927 7,746 4,509 - - 16,181
15-Sep-2020 3,927 7,746 4,509 - - 16,181
15-Mar-2021 3,828 7,746 4,509 - - 16,083
15-Sep-2021 3,828 7,746 4,509 - - 16,083
15-Mar-2022 3,659 7,746 4,509 - - 15,913
15-Sep-2022 - 7,746 4,509 - - 12,255
15-Mar-2023 - 7,746 4,509 - - 12,255
15-Sep-2023 - 7,746 4,509 - - 12,255
15-Mar-2024 - 7,746 4,509 - - 12,255
Disbursed 54,690 122,141 71,097 13,673 13,673 275,273
Capped Peso
Amount

xi
 SCHEDULE 1

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

(See Section 1.01 and Section 4.01(i) of the Common Terms Agreement)

[Letterhead]

[Date]

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

International Finance Corporation

2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, Infrastructure and Natural Resources Department

Ladies and Gentlemen:

Certificate of Incumbency and Authority

With reference to the Common Terms Agreement among Recaudo Bogot SAS and the
Senior Lenders party thereto dated November 14, 2012, (the Common Terms Agreement), I,
the undersigned [Chairman/Director] of [Name of Entity] (the Company), duly authorized to do

xii
so, hereby certify that the following are the names, offices and true specimen signatures of the
persons [each] [any two] of whom [is] [are], and will continue to be, authorized:

(a) []; and

(b) to take any action required or permitted to be taken, done, signed or executed
under any Financing Document or any other agreement to which any of the
Finance Parties and the Company may be parties.

Name Office Specimen Signature

_____________________ ______________________ ________________
_____________________ ______________________ ________________
_____________________ ______________________ ________________

You may assume that any such person continues to be so authorized until you receive
written notice from an Authorized Representative of the Company that they, or any of them, is
no longer so authorized.

Terms defined in the Common Terms Agreement have their defined meanings whenever
used herein.

Yours truly,

[Company]

By________________________
[Chairman/Director]

xiii
 SCHEDULE 2

FORM OF REQUEST FOR DISBURSEMENT

(See Section 2.02(a) and Section 4.03 of the Common Terms Agreement)

[Borrowers Letterhead]

[Date]

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

International Finance Corporation

2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, Infrastructure and Natural Resources Department

Ladies and Gentlemen:

Disbursement Request No. [ ]

1. Please refer to the Common Terms Agreement (the Common Terms Agreement) dated
November 14, 2012, among Recaudo Bogot SAS (the Borrower), the Export-Import Bank of
Korea, HSBC Bank USA, National Association, Shinhan Bank, Woori Global Markets Asia
Limited and International Finance Corporation (collectively, the Senior Lenders). Terms

xiv
defined in the Common Terms Agreement have their defined meanings whenever used in this
Disbursement Request.

2. The Borrower irrevocably requests the disbursement (the Disbursement) on

(a) [the amount of ____________ (____________) under the IFC A Loan Agreement
in accordance with the provisions of Section 2.02 of the Common Terms Agreement;]

(b) [the KEXIM Direct Loan amount of ____________ (____________) under the
KEXIM Facilities Agreement in accordance with the provisions of Section 2.02 of the Common
Terms Agreement;

(c) the KEXIM Guaranteed Loan amount of ____________ (____________) under

the KEXIM Facilities Agreement in accordance with the provisions of Section 2.02 of the
Common Terms Agreement.]

(d) Each Senior Lender [insert the name of the relevant Senior Lenders if the
Disbursement is not pro rata among all Senior Lenders] is requested to pay such amounts to the
account in [New York] of [Recaudo Bogot SAS], Account No. ____________ at [Name and
address of Bank].

3. For the purpose of [Section 4.01,]1 Section 4.02 and Section 4.03 of the Common Terms
Agreement, the Borrower certifies as follows:

(a) [the Borrower has fulfilled, or the Senior Lenders have waived, each of the
conditions described in Section 4.01 (Conditions of First Disbursement) of the Common Terms
Agreement;]2

(b) no Event of Default and no Potential Event of Default has occurred and is
continuing;

(c) the proceeds of the Disbursement:

(i) are at the date of this Disbursement Request needed by the Borrower for
the purpose of the Project, or will be needed for such purpose within six
(6) months of such date; and

(ii) in the case of the IFC A Loan, are not in reimbursement of, or to be used
for, expenditures in the territories of any country that is not a member of
the World Bank or for goods produced in or services supplied from any
such country;

(d) since the date of the Common Terms Agreement nothing has occurred which has
or could reasonably be expected to have a Material Adverse Effect;

1
Include for the first Disbursement.
2
Include for the first Disbursement.

xv
 (e) the representations and warranties made in Article III of the Common Terms
Agreement are true on the date of this Disbursement Request and will be true on the date of
Disbursement with the same effect as if such representations and warranties had been made on
and as of each such date (but in the case of Section 3.01(c), without the words in parenthesis);

(f) after giving effect to the Disbursement, the Borrower will not be in violation of:

(i) its Charter;

(ii) any provision contained in any document to which the Borrower is a party
(including the Common Terms Agreement) or by which the Borrower is
bound; or

(iii) any law, rule, regulation, Authorization or agreement or other document

binding on the Borrower, directly or indirectly limiting or otherwise
restricting the Borrowers borrowing power or authority or its ability to
borrow;

(g) [in connection with this Disbursement Request, the Borrower acknowledges that:

(i) the actual date on which the Disbursement shall occur may be different
from the date requested above and will be determined during the Rate
Setting Period (as such term is defined in the IFC A Loan Agreement),
which period shall be triggered by the Borrower providing IFC with a
Disbursement Limit Order Notice (as such term is defined in the IFC A
Loan Agreement);

(ii) the Disbursement of the IFC A Loan will be made in accordance with the
provisions of Section 2.02 (Disbursement Procedures) of the IFC A Loan
Agreement;

(iii) such Disbursement is subject to the requirement that the Borrower also
submit to IFC, not later than forty five (45) calendar days from the date of
the Disbursement Readiness Notice (as such term is defined in the IFC A
Loan Agreement), a Disbursement Limit Order Notice in accordance with
the provisions of Section 2.02(a) of the IFC A Loan Agreement; and

(iv) the Disbursement is further subject to the ability of IFC to determine a

Colombian Peso-linked Base Rate in accordance with the provisions of
Section 2.02(a) of the IFC A Loan Agreement during the relevant Rate
Setting Period;]3

3
Insert only in the case of a Colombian Peso-linked Disbursement.

xvi
 (h) [the Borrower has made commercially reasonable efforts to maintain the [quality
of service factor]4 at 100.0%;]5

(i) [the sum of (i) all Disbursements made on or prior to the date hereof under the
KEXIM Facilities Agreement and (ii) the Dollar Equivalent of all Colombian Peso-linked
Disbursements made on or prior to the date hereof under the IFC A Loan Agreement is
$________________;]6

(j) [the Dollar Equivalent of the aggregate amount of (i) all equity contributions
made to the Borrower by the Shareholders, (ii) all Shareholder Subordinated Debt and (iii) all
disbursements of the IFC C Loan, in each case made on or prior to the date hereof, is
$________________________;]7

(k) after giving effect to the requested Disbursement, the Debt to Equity Ratio will be
__________________; and

(l) the Borrower has fulfilled, or the Senior Lenders have waived, each of the
conditions described in Section 4.02 (Conditions of All Disbursements) of the Common Terms
Agreement.

The above certifications are effective as of the date of this Disbursement Request and
shall continue to be effective as of the date of the Disbursement. If any of these certifications is
no longer valid as of or prior to the date of the requested Disbursement, the Borrower undertakes
to immediately notify the Senior Lenders.

Yours truly,

RECAUDO BOGOT SAS

By ________________________
Authorized Representative

4
To be discussed.
5
Include for the first Disbursement.
6
To be conformed to match the relevant CP.
7
To be conformed to match the relevant CP.

xvii
 Annex A

Colombian Peso-Linked KEXIM Direct Loan KEXIM Direct Loan

Disbursement made prior to Disbursements made prior to Disbursements made prior to
this Disbursement Peso this Disbursement Peso this Disbursement Peso
amount based on amount in amount based on amount in amount based on amount in
relevant Confirmation relevant Swap Confirmation relevant Swap Confirmation

Disbursement Colombian Disbursement Colombian Disbursement Colombian

Peso Peso Peso
Amount Amount Amount

1 1 1

2 2 2

3 3 3

4 4 4

TOTAL TOTAL TOTAL

xviii
 SCHEDULE 3

FORM OF DISBURSEMENT RECEIPT

(See Section 2.02(b) of the Common Terms Agreement)

[Borrowers Letterhead]

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

Ladies and Gentlemen:

[Investment No. ____]

Disbursement Receipt No. [ ]

We, Recaudo Bogot SAS, hereby acknowledge receipt on the date hereof of the sum of
___________ (___) disbursed to us by [Export-Import Bank of Korea] [HSBC Bank USA,
National Association] [Shinhan Bank] [Woori Global Markets Asia Limited] [International
Finance Corporation] under its Senior Loan of __________ (___) provided for in the Common
Terms Agreement dated November 14, 2012, among our company, the Export-Import Bank of
Korea, HSBC Bank USA, National Association, Shinhan Bank, Woori Global Markets Asia
Limited and International Finance Corporation, and the Loan Agreement dated November 14,
2012, between our company and [Export-Import Bank of Korea] [HSBC Bank USA, National

xix
Association] [Shinhan Bank] [Woori Global Markets Asia Limited] [International Finance
Corporation].

Yours truly,

RECAUDO BOGOT SAS

By ________________________
Authorized Representative

xx
 SCHEDULE 4

FORM OF SERVICE PROCESS LETTER

____________, 2012

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

International Finance Corporation,

2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
Attention: Director, Infrastructure and Natural Resources Department

RE: Common Terms Agreement, dated as of November 14, 2012, among Recaudo Bogot SAS,
HSBC Bank USA, National Association, as KEXIM Facility Agent, and Offshore Collateral
Agent, International Finance Corporation and the Lenders party thereto from time to time.

RE: KEXIM Facilities Agreement, dated as of November 14, 2012, among Recaudo Bogot
SAS, HSBC Bank USA, National Association, as KEXIM Facility Agent, and the Lenders party
thereto from time to time.

xxi
RE: Project Funds and Share Retention Agreement, dated as of November 14, 2012, among
Citymovil Colombia S.A.S., Land Developer Investments Inc., LG CNS Co., Ltd., EDTM
Konsultores EU, Recaudo Bogot SAS, HSBC Bank USA, National Association, as KEXIM
Facility Agent, International Finance Corporation, as A Loan Lender and C Loan Lender, and the
other Lenders party thereto from time to time.

RE: A Loan Agreement, dated as of November 14, 2012, between Recaudo Bogot SAS and
International Finance Corporation, as Lender.

RE: C Loan Agreement, dated as of November 14, 2012, between Recaudo Bogot SAS and
International Finance Corporation, as Lender.

Dear Sirs:

C T Corporation System, located at 111 Eighth Avenue, New York, New York 10011, hereby
informs you that it has irrevocably accepted the appointment as process agent as set forth in
[each of] Section 4.01(j) of the Common Terms Agreement [and Section __(_) of the
____________], [in each case] from _______ until ___________21 and agrees with you that the
undersigned (i) shall inform each Senior Lender promptly in writing of any change of its address
in New York, (ii) shall perform its obligations as such process agent in accordance with the
relevant provisions of each New York Law Financing Document, and (iii) shall forward
promptly to the Borrower any legal process received by the undersigned in its capacity as
process agent.

We understand any process received by us shall be forwarded to:

Jos Hernndez
Recaudo Bogot SAS
Ave. Carrera 45 no 108 27 Torre 2 Oficina 1202
Bogot, Colombia
Phone: + 57 1 3849280
Email: jhernandez@rbsas.co

With a copy of the transmittal to:

Andrs Ziga
Recaudo Bogot SAS
Calle 73 No 7 31 piso 4
Bogot, Colombia
Phone: + 57 1 3849280
Fax: azuniga@rbsas.co

C T Corporation System must be notified immediately of any change(s) to this address.

21
Such date shall be six (6) months after the Final Maturity Date.

xxii
We acknowledge receiving $[______] as payment in full of our charges in connection with this
appointment through __________.21

Our services are limited to the receipt and forwarding of service of process.

Very truly yours,

C T CORPORATION SYSTEM

By:___________________________
Name: Anusha Putty
Title: Senior Manager

21
Such date shall be six (6) months after the Final Maturity Date.

xxiii
 SCHEDULE 5

FORM OF LETTER TO [BORROWERS][SIRCI TRUST'S] AUDITORS

(See Section 4.01(h) and Section 5.01(e) of

the Common Terms Agreement)

[Borrowers Letterhead][SIRCI Trust's Letterhead]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

Ladies and Gentlemen:

We hereby authorize and request you to give to the Export-Import Bank of Korea,
[HSBC Bank USA, National Association], [Shinhan Bank], [Woori Global Markets Asia
Limited] and International Finance Corporation (the Senior Lenders) all such information as the
Senior Lenders may reasonably request with regard to the financial statements (both audited and
unaudited), accounts and operations of the undersigned company. [We have agreed to supply
that information and those statements under the terms of a Common Terms Agreement among
the undersigned company and the Senior Lenders dated November 14, 2012 (the Common
Terms Agreement).] 8 [We agree to supply such information and statements described in the
Common Terms Agreement among the Recaudo Bogot SAS and the Senior Lenders dated
November 14, 2012 (the Common Terms Agreement).]9 For your information we enclose a
copy of the Common Terms Agreement.

We authorize and request you to send two copies of the audited accounts of the
undersigned company to the Senior Lenders to enable us to satisfy [our] [the Borrower's]
obligation to the Senior Lenders under Section 5.03(b)(i) of the Common Terms Agreement.
When submitting the same to the Senior Lenders, please also send, at the same time, a copy of
your full report on such accounts in a form reasonably acceptable to the Senior Lenders.

Please note that under Section 5.03(b)(ii) and (iii) and Section 5.03(c) of the Common
Terms Agreement, [we are][the Borrower is] obliged to provide the Senior Lenders with:

(m) a copy of the annual and any other management letter or other communication
from you to the undersigned company or its management commenting on, among other things,
the adequacy of the undersigned companys financial control procedures and accounting and
management information systems; and

8
Include for the Borrower.
9
Include for the SIRCI Trust.

xxiv
 (n) a report (in form attached as Schedule 16 to the Common Terms Agreement),
signed by the Borrowers chief financial officer and reviewed by the Auditors to the effect that,
on the basis of its financial statements:

(A) the Borrower was in compliance with the covenants in Section [___] and
Section [___]; and

(B) the Auditors are not aware of any non-compliance by the Borrower with
such covenants.

Please also submit each such communication and report to the Senior Lenders with the
audited accounts.

For our records, please ensure that you send to us a copy of every letter that you receive
from the Senior Lenders immediately upon receipt and a copy of each reply made by you
immediately upon the issue of that reply.

Yours truly,

[RECAUDO BOGOT SAS][SIRCI TRUST]

By ________________________
Authorized Representative

Enclosure

cc: Director
Infrastructure and Natural Resources Department
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

xxv
Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

Acknowledged and agreed by:

[NAME OF AUDITORS]

By ________________________
Authorized Representative

xxvi
 SCHEDULE 6

FORM OF BORROWERS CERTIFICATION

ON DISTRIBUTION

(See Section 5.02(a) of the Common Terms Agreement)

[Borrowers Letterhead]

[Date]10

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

International Finance Corporation,

2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
Attention: Director, Infrastructure and Natural Resources Department

Re:

[Country/_________]

10
To be dated no earlier than 60 days and no later than 30 days prior to the Distribution Date.

xxvii
Dear Sirs:

1. Please refer to the Common Terms Agreement (the Common Terms Agreement) dated
November 14, 2012, among Recaudo Bogot SAS (the Borrower), the Export-Import Bank of
Korea, HSBC Bank USA, National Association, Shinhan Bank, Woori Global Markets Asia
Limited and International Finance Corporation. Terms defined in the Common Terms
Agreement have their defined meanings whenever used in this request.

2. This is to inform you that the Borrower plans to make a Distribution in the aggregate
amount of ______________ (______), such Distribution to commence on or about _________,
___. Pursuant to Section 5.02(a) of the Common Terms Agreement, the Borrower hereby
certifies that, as at the date hereof:

(a) the proposed Distribution will be entirely out of retained earnings and such
retained earnings do not include any amount resulting from the revaluation of any
of the Borrowers assets;

(b) the Project Financial Completion Date has occurred;

(c) the Distribution is being made within thirty (30) days after an Interest Payment
Date;

(d) the Dividend Prospective Debt Service Coverage Ratio is not less than 1.15:1;

(e) the Historic Debt Service Coverage Ratio is not less than 1.3:1;

(f) the Prospective Debt Service Coverage Ratio is not less than 1.3:1;

(g) after giving effect to the proposed Distribution:

(i) no Event of Default or Potential Event of Default has occurred and is

continuing; and

(ii) the funds standing to the credit of the []11 account are greater than or
equal to thirty (30) days of operational expenses as forecast in the Annual
Budget for the Financial Year in which the declaration or payment, as the
case may be, is made.

11
This will reference the operations account in the SIRCI Trust Agreement.

xxviii
3. The Borrower undertakes not to give effect to the proposed Distribution or any part
thereof if, at the time of so doing or after giving effect to it, the Borrower could not certify the
matters in section 2 of this certification.

Yours truly,

RECAUDO BOGOT SAS

By ________________________
Authorized Representative

xxix
 SCHEDULE 7

INFORMATION TO BE INCLUDED IN
QUARTERLY AND ANNUAL REVIEW OF OPERATIONS

(See Sections 5.03(a)(ii) and (b)(iv) of the Common Terms Agreement)

A. Quarterly Operating Data

Quarter Ended , 20_

Key Operating Indicators for

Quarterly/Annual Reporting
- Operating information
- Status of the Implementation - Total Number of buses implemented in the SITP
of the SITP
- Update on the Status of the - # of points in the recharge network
Recharge Network
- SITP/Transmilenio Update
- Employees
Measurement Unit
- $ of fixed revenue payment (% of total revenues)
- $ of variable revenue payments (% of total revenues)
- % of evasion
- Penalties imposed by Transmilenio (% of Revenues)
- Total Number of buses implemented by different type of
buses:
- Articulate buses
- Zonal buses
- Feeder buses
- Number of card validations
- Implementation factor
- % fee paid to external vendors
- Daily average number of passengers in the SITP
- Daily average Number of passengers in Transmilenio
- total # of employees (both direct and indirect)
- total # of female employees (both direct and indirect)

xxx
B. Supplemental Annual Operating Information

(1) Macroeconomic Conditions. Brief description of any material changes of country condition
and government policies that affect the Borrower directly. For example, changes in government
economic strategy, taxation, import duties, foreign exchange availability, price controls, other
areas of regulation.

(2) Concession Agreement. Brief description of any material changes in the Concession
Agreement with emphasis on issues that may affect costs or revenues

(3) Sponsors and Shareholdings. Information on significant changes in the ownership of the
Borrower, including reasons for changes and the new shareholding structure.

(4) Management and Technology. Summary of significant changes in the Borrower's (i) senior
management or organizational structure, and (ii) technology, including technical assistance
arrangements.

(5) Corporate Strategy. Description of any changes to the Borrower's corporate or operational
strategy, or business emphasis.

(6) Operating Performance. Discussion of major factors affecting the year's results, including key
operating indicators (e.g.: variable revenues, # of card validations, # of passengers in the system,
operating costs, margins,).

(7) Material Adverse Effect. Discuss any circumstance that has had or could reasonably be
expected to have a Material Adverse Effect.

xxxi
 SCHEDULE 8

FORM OF QUARTERLY PROJECT IMPLEMENTATION REPORT

(To be provided throughout the project implementation period)

(See Section 5.03(a)(ii) and (b)(iv)of the Common Terms Agreement)

A. Quarterly Operating Data

Quarter Ended , 20_

Key Operating Indicators for

Measurement Unit
Quarterly/Annual Reporting

- Total Number of buses implemented in the SITP

- Total Number of buses implemented by different

- Status of the Implementation of the type of buses:
SITP (Planned vs. Actual), according to
- Articulate buses
table below
- Zonal buses

- Feeder buses

- Updated Project Cost and Financial Plan

- Update on Project Implementation
(Annex 10.1)

- # of points in the recharge network

- Update on the Status of ridership a
- Number of card validations (Planned vs. Actual)

xxxii
Status of the implementation of SITP

Bus Type 2012 2013 2014 2015

Articulated - Phase III (Planned) 214 356 356 356

Articulated - Phase III - (Actual)

Articulated - Phase I & II (Planned) - - - 1,219

Articulated - Phase I & II (Actual)

Feeder Buses - Phase III (Planned) 172 303 303 303

Feeder Buses - Phase III (Actual)

Feeder Buses - Phase I & II (Actual) - - - 514

Feeder Buses - Phase I & II (Planned)

Zonal Buses (Planned) 2,517 9,854 9,854 9,854

Zonal Buses (Actual)

Total (Planned) 2,903 10,513 10,513 12,246

Total (Actual)

POP (Planned) 15 40 40 40

POP (Actual)

Stations (Planned) 24 24 24 24

Stations (Actual)

Points of Sales (Planned)

Points of Sales (Actual) 1,632 4,351 4,351 4,351

xxxiii
Implementation Factor (First 8 months)

Revenues *
Card Wkly
Bid week
Month Validations % Implementation Factor Fixed
Factor (monthly
income per week Revenue
basis)
= 99% *
CV 87.90% = % * (CV/24600000)1.0936 RFS 99% RFS * Impl
Factor
1 2,916,174 87.9% 0.0853 1,714 99% 641
2 4,285,127 87.9% 0.1300 1,714 99% 977
3 5,845,801 87.9% 0.1825 1,714 99% 1,328
4 7,658,740 87.9% 0.2452 1,714 99% 1,843
5 9,764,305 87.9% 0.3198 1,714 99% 2,326
6 12,357,580 87.9% 0.4138 1,714 99% 3,110
7 14,897,039 87.9% 0.5077 1,773 99% 3,945
8 17,897,301 87.9% 0.6205 1,773 99% 4,355
18,526
1 Actual 87.9% Calculated Actual 99% Calculated
2 Actual 87.9% Calculated Actual 99% Calculated
3 Actual 87.9% Calculated Actual 99% Calculated
4 Actual 87.9% Calculated Actual 99% Calculated
5 Actual 87.9% Calculated Actual 99% Calculated
6 Actual 87.9% Calculated Actual 99% Calculated
8 Actual 87.9% Calculated Actual 99% Calculated
Total Actual

xxxiv
SCHEDULE 9

[RESERVED]

xxxv
 SCHEDULE 10

FORM OF PROMISSORY NOTE OF THE BORROWER

(See Section 1.01 and Section 4.02(o) of the Common Terms Agreement)

PAGARE No. [ ]

Recaudo Bogot SAS, sociedad por acciones simplificada, constituida por documento privado
de fecha 25 de julio de 2011, inscrito en la Cmara de Comercio de Bogot el 27 de julio de
2011, bajo el nmero 01499073 del Libro IX, con matrcula mercantil nmero 02125234, e
identificada con el NIT 900.453.688-5 (el Deudor), representada en este acto por el suscrito
Jos Hernndez lvarez, mayor de edad, domiciliado en _____________________, Colombia,
identificado con la cdula de extranjera nmero 407.010, expedida en ________________,
actuando en calidad de representante legal, debidamente autorizado por la Junta Directiva
mediante Acta No. _____ del _____________________________, otorgamos este pagar y
prometeos pagar de manera incondicional e irrevocable, a la orden de [Senior Lender], con
domicilio en ____________, y/o a cualquier tenedor legtimo, incluyendo el endosatario (el
Acreedor), la suma de (a)
____________________________________________________________________________
dlares de los Estados Unidos de Amrica ($_________________________________)
liquidados a la tasa representativa del mercado (TRM) del da de pago por concepto de capital, la
suma de (b)
______________________________________________________________________ dlares
de los Estados Unidos de Amrica ($________________________________________)
liquidados a la tasa representativa del mercado (TRM) del da de pago por concepto de intereses
corrientes remuneratorios, honorarios, comisiones y gastos, y la suma de (c)
______________________________________________________________________ dlares
de los Estados Unidos de Amrica ($________________________________________)
liquidados a la tasa representativa del mercado (TRM) del da de pago por concepto de intereses
moratorios, causados hasta el Vencimiento de este pagar, el ___ da del mes de
_______________ del ao ( ) (la Fecha de Vencimiento) y declaro:

PRIMERO: Que excusamos el protesto de este ttulo valor, la presentacin para el cobro, el
requerimiento para la constitucin en mora y el aviso de rechazo.

SEGUNDO: Que son de nuestro cargo los gastos y honorarios profesionales y cualquier otro
gasto que se generen por la cobranza de este pagar.

TERCERO: Que en caso de prrroga, novacin o modificacin de la obligacin a nuestro cargo,

contenida en este ttulo valor, manifestamos desde ahora que aceptamos expresamente que
continen vigentes todas y cada una de las garantas reales o personales que estn amparando las
obligaciones a nuestro cargo, garantas que se entendern ampliadas a las nuevas obligaciones
que puedan surgir conforme a lo previsto en el artculo 1708 del Cdigo Civil.

CUARTO: Que son de nuestro cargo todos los impuestos que pueda causar el otorgamiento,
negociacin o ejecucin del presente pagar, incluyendo, si resultare aplicable el Impuesto de

xxxvi
Timbre, quedando el Acreedor autorizado para pagarlos por cuenta del Deudor si fuere
necesario.

QUINTO: Que en el evento en que el Deudor incurra en mora en el cumplimiento de cualquiera

de las obligaciones establecidas en este pagar y mientras dicha mora contine, reconocer y
pagar intereses moratorios liquidados a la tasa del ___% sobre la suma consignada en el literal
(a) de este pagar, Adems, a partir de la fecha en que el Acreedor instaure demanda judicial de
cobro del presente pagar, reconoceremos y pagaremos intereses moratorios sobre la suma
consignada en el literal (b) de este pagar, si llevare ms de un (1) ao de mora, liquidados a la
tasa de ____%.

Para todos los efectos legales, el otorgamiento, existencia, validez y eficacia del presente Pagar
estarn sujetos a las leyes y a la jurisdiccin ordinaria de la Repblica de Colombia.

Para constancia se suscribe el presente pagar a los ___ das del mes de ____________ del ao
dos mil [__] (2.0[__]), y se entrega al Acreedor con la intencin de hacerlo negociable conforme
a su ley de circulacin.

El Deudor,

_____________________________
Nombre: Jos Hernndez lvarez
Identificacin: C de Ext. 407.010
Cargo: Representante Legal

xxxvii
 CARTA DE INSTRUCCIONES PARA LLENAR LOS ESPACIOS EN BLANCO DEL
PAGAR No. [ ]

Seores
CORPORACIN FINANCIERA INTERNACIONAL

Ref.: Pagar No. [ ]

Recaudo Bogot SAS, sociedad por acciones simplificada, constituida por documento privado
de fecha 25 de julio de 2011, inscrito en la Cmara de Comercio de Bogot el 27 de julio de
2011, bajo el nmero 01499073 del Libro IX, con matrcula mercantil nmero 02125234, e
identificada con el NIT 900.453.688-5 (el Deudor), representada en este acto por el suscrito
Jos Hernndez lvarez, mayor de edad, domiciliado en _____________________, Colombia,
identificado con la cdula de extranjera nmero 407.010, expedida en ________________,
actuando en calidad de representante legal, debidamente autorizado por la Junta Directiva
mediante Acta No. _____ del _____________________________ he otorgado el pagar con
espacios en blanco No. [ ] (el Pagar) a favor de [Senior Lender], con domicilio en
____________, en su calidad de acreedor (el Acreedor) bajo el Contrato de Crdito ([Loan
Agreement]) suscrito el ___ da del mes de ____________ del ao dos mil doce (2.012) entre el
Deudor como prestatario (Borrower) y el Acreedor como prestamista (el Contrato de Crdito),
para ser diligenciado por ste o por cualquier tenedor legtimo, incluyendo el endosatario, de
acuerdo con las siguientes instrucciones:

1. El Acreedor se encuentra facultado para llenar los espacios en blanco del Pagar en los
eventos establecidos en el Contrato de Crdito.

2. La fecha de vencimiento, ser la fecha en que el Acreedor diligencia el Pagar.

3. El espacio antecedido por el literal (a) se llenar con el monto de la obligacin por capital
cuyo valor corresponder a las sumas adeudadas por el Deudor a favor del Acreedor en virtud del
Contrato de Crdito.

4. El espacio antecedido por el literal (b) se llenar con el monto de la obligacin por intereses
corrientes remuneratorios cuyo valor corresponder a las sumas adeudadas por el Deudor a favor
del Acreedor, segn se establece en el Contrato de Crdito.

5. Cualquier suma adeudada por el Deudor al Acreedor por concepto de honorarios, comisiones o
gastos, ser adicionada en el espacio antecedido por el literal (b) del Pagar.

6. El espacio antecedido por el literal (c) se llenar con el monto correspondiente a los intereses
de mora de acuerdo con lo prescrito en el Contrato de Crdito y en el Pagar.

7. Los dos (2) espacios antecedidos por el signo % en el pargrafo QUINTO del Pagar, se
llenarn con la tasa de inters de mora, de acuerdo con lo prescrito en el Contrato de Crdito.

8. Aceptacin y perjuicios: El Deudor manifiesta que conoce y acepta, en su integridad, los

trminos del Pagar que han otorgado en favor del Acreedor y que para que ste sea llenado y
cobrado, no se requiere demostrar perjuicio alguno por parte del Acreedor.

xxxviii
9. Copia y espacios en blanco: El Deudor deja expresa constancia que ha recibido copia del
Pagar y de la presente carta de instrucciones, y que el Pagar con espacios en blanco ha sido
emitido sin precisar, en el acto de su emisin, su importe o derecho incorporado, ni su Fecha de
Vencimiento.

10. Mrito ejecutivo: El Pagar diligenciado con fundamento en las presentes instrucciones ser
exigible inmediatamente y prestar mrito ejecutivo sin ms requisitos.

11. Ley aplicable: Para todos los efectos legales, el otorgamiento, existencia, validez y eficacia
del presente Pagar estarn sujetas a las leyes y a la jurisdiccin ordinaria de la Repblica de
Colombia.

Firmado el da [insertar da] del mes de [insertar mes] de 2012, en los trminos del artculo 622
del Cdigo de Comercio colombiano.

Atentamente,

El Deudor,

_____________________________
Nombre: Jos Hernndez lvarez
Identificacin: C de Ext. 407.010
Cargo: Representante Legal

NOTA: Autenticar cada firma ante Notario Pblico con presentacin personal y
reconocimiento de contenido tanto en el pagar como en la carta de instrucciones.

xxxix
 SCHEDULE 11

REPAYMENT SCHEDULE

(See Section 2.05(a) of the Common Terms Agreement)

Woori Shinhan
Date KEXIM HSBC IFC A Loan
Bank Bank

Sep 15 - 2015 3.51% 3.51% 6.55% 20.00% 20.00%

Mar 15 - 2016 3.51% 3.51% 6.50% 20.00% 20.00%

Sep 15 - 2016 3.51% 3.51% 7.00% 20.00% 20.00%

Mar 15 - 2017 3.51% 3.51% 7.10% 20.00% 20.00%

Sep 15 - 2017 3.51% 3.51% 7.20% 20.00% 20.00%

Mar 15 - 2018 6.34% 6.34% 7.65%

Sep 15 - 2018 6.34% 6.34% 7.65%

Mar 15 - 2019 6.34% 6.34% 7.65%

Sep 15 - 2019 6.34% 6.34% 7.65%

Mar 15 - 2020 6.34% 6.34% 7.18%

Sep 15 - 2020 6.34% 6.34% 7.18%

Mar 15 - 2021 6.34% 6.34% 7.10%

Sep 15 - 2021 6.34% 6.34% 6.90%

Mar 15 - 2022 6.34% 6.34% 6.70%

Sep 15 - 2022 6.34% 6.34%

Mar 15 - 2023 6.34% 6.34%

Sep 15 - 2023 6.34% 6.34%

Mar 15 - 2024 6.34% 6.34%

xl
SCHEDULE 12

[RESERVED]

xli
 SCHEDULE 13

BORROWER OFFICIAL NAME AND CHIEF EXECUTIVE OFFICE ADDRESS

(See Section 3.01(y) of the Common Terms Agreement)

Official Name of the Company: RECAUDO BOGOT S.A.S

Chief Executive Office Address: Calle 73 # 7 31 Tower B, 4th floor

Bogot, Colombia.

Legal Address: Av. Cra 45 No. 108 27 Tower 2 Office 1202

Bogot, Colombia

Legal Electronic Address: recaudobogotasas@gmail.com

xlii
SCHEDULE 14

[RESERVED]

xliii
 SCHEDULE 15

FORM OF SOLVENCY CERTIFICATE

(See Section 4.01(v) of the Common Terms Agreement)

This Solvency Certificate (the Certificate) of [entity] a [] organized and existing under the
laws of [] (the [Borrower][SIRCI Trust]), is delivered pursuant to Section 4.01(v) of the Common
Terms Agreement dated as of November 14, 2012, (as the same may be amended from time to time, the
Common Terms Agreement) between the Borrower, IFC. Unless otherwise defined herein, capitalized
terms used in this Certificate shall have the meanings set forth in the Loan Agreement.

I, [NAME], the duly elected, qualified and acting [TITLE] of the [Borrower], DO HEREBY
CERTIFY as follows:

1. I have carefully reviewed the Loan Agreement and the other IFC Financing Documents
and such other documents as I have deemed relevant and the contents of this Certificate and, in
connection herewith, have made such investigation, as I have deemed necessary therefor. I further certify
that the financial information and assumptions which underlie and form the basis for the representations
made in this Certificate were reasonable when made and were made in good faith and continue to be
reasonable as of the date hereof.

2. I have reviewed all financial information delivered to IFC pursuant to Articles III and IV
of the Loan Agreement (the Information). I am familiar with the financial performance and prospects
of [the Borrower] and hereby confirm that the Information was prepared in good faith and fairly presents
[the Borrowers] consolidated financial condition, based on the information available to the [Borrower] at
the time so furnished.

3. As of the date hereof, after giving effect to the transactions contemplated by the
Transaction Documents, the fair value (as defined herein) and the present fair salable value (as defined
herein) of any and all property of the [Borrower] is greater than the probable liability on existing debts (as
defined herein) of the [Borrower] as they become absolute and matured.

4. As of the date hereof, after giving effect to the transactions contemplated by the
Transaction Documents, the [Borrower] is able to pay its debts (including, without limitation, contingent
and subordinated liabilities) as they become absolute and mature (as defined herein).

xliv
 5. The [Borrower] does not intend to, nor believes that it will, incur debts that would be
beyond its ability to pay as such debts mature.

6. As of the date hereof, after giving effect to the transactions contemplated by the
Transaction Documents, the [Borrower] is not engaged in businesses or transactions, nor about to engage
in businesses or transactions, for which any property remaining would constitute unreasonably small
capital after giving due consideration to the prevailing practice in the industry in which it is engaged.

7. The [Borrower] does not intend, in consummating the transactions contemplated by the
Transaction Documents, to hinder, delay or defraud either present or future lenders or any other Person to
which the [Borrower] is or will become, on or after the date hereof, indebted.

8. For purposes of this Certificate, fair value means the amount at which the aggregate
assets of the [Borrower] would change hands between a willing buyer and a willing seller within a
commercially reasonable period of time, each having reasonable knowledge of the relevant facts, neither
being under any compulsion to act, with equity to both. Present fair salable value means the amount
that may be realized if the aggregate assets of the [Borrower] are sold with reasonable promptness in an
arms length transaction under present conditions for the sale of assets of comparable business
enterprises. The term debt means any legal liability, including, without limitation, any contingent,
subordinated, absolute, fixed, matured or unmatured, disputed or undisputed, secured or unsecured and
liquidated or unliquidated liability. Being able to pay its debts as they become absolute and mature
means that, assuming transactions contemplated by the Transaction Documents have been consummated
as proposed and based only upon the [Borrowers] financial forecasts, the [Borrower] would have positive
cash flow for the period covered by such forecasts after paying its scheduled anticipated indebtedness and
current liabilities, including (and after giving effect to) the scheduled principal payments with respect to
the Loan under the Loan Agreement as in effect on the date hereof.

IN WITNESS WHEREOF, I have executed this Certificate this []

By:___________________________
Name:
Title:

xlv
 SCHEDULE 16

FORM OF FINANCIAL COVENANT COMPLIANCE REPORT

(See Section 5.03(a)(iii) and Section 5.03(b)(iii) of the Common Terms Agreement)

[Recaudo Bogots Letterhead]

International Finance Corporation

2121 Pennsylvania Avenue, N.W.
Washington D.C. 20433
United States of America
Attention: Director, Infrastructure and Natural Resources Department

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Report Section 5.03 (X) (iii) - Compliance with financial covenants

Dear Sirs:

This report is provided to you pursuant to Section 6.04 (b) (iii) of the Common Terms
Agreement, dated November 14, 2012, among Recaudo Bogot S.A.S. (the "Borrower"),
International Finance Corporation, The Export-Import Bank of Korea, HSBC Bank USA,
National Association, Woori Global Markets Asia Limited and Shinhan Bank (the "Common
Terms Agreement"). Capitalized terms used and not defined in this report shall have the
meanings assigned to such terms in the Common Terms Agreement.

xlvi
Recaudo Bogots Chief Financial Officer certifies that the company is in compliance with the
following financial ratios:

(i) Historical Debt Service Coverage Ratio that is lower than 1.3:1;

(ii) a Fixed Payments Only Historical Debt Service Coverage Ratio that is lower than
1.1:1;

As of the [ ] quarter of 20[ ], the Borrower reports a Historic Debt Service Coverage Ratio of [
]x and a Fixed Payments Only Historical Debt Service Coverage Ratio of [ ]x, see attached the
methodology used in the respective calculations.

Yours truly,

______________________
RECAUDO BOGOT SAS
Name
Chief Financial Officer

xlvii
SCHEDULE 17

[RESERVED]

xlviii
SCHEDULE 18

[RESERVED]

xlix
 SCHEDULE 19

FORM OF BORROWER CERTIFICATION IN RELATION TO TRANSACTIONS

(See Section 5.03(b)(v) of the Common Terms Agreement)

[Recaudo Bogots Letterhead]

International Finance Corporation

2121 Pennsylvania Avenue, N.W.
Washington D.C. 20433
United States of America
Attention: Director, Infrastructure and Natural Resources Department

Export-Import Bank of Korea

38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association

452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Woori Global Markets Asia Limited

1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Report Section 5.02 (X) (iii) Certification in Transactions with Related Parties

Dear Sirs:

This report is provided to you pursuant to Section 6.04 (b) (iii) of the Common Terms
Agreement, dated November 14, 2012, among Recaudo Bogot S.A.S. (the "Borrower"),
International Finance Corporation, The Export-Import Bank of Korea, HSBC Bank USA,
National Association, Woori Global Markets Asia Limited and Shinhan Bank (the "Common
Terms Agreement"). Capitalized terms used and not defined in this report shall have the
meanings assigned to such terms in the Common Terms Agreement.

l
Recaudo Bogots Chief Financial Officer certifies that the Borrower has not entered into any
transaction except (in the case of the Borrower) (i) the transactions contemplated by the
Transaction Documents and (ii) in the ordinary course of business on the basis of arms-length
arrangements (including, without limitation, transactions whereby the Borrower might pay more
than the ordinary commercial price for any purchase or might receive less than the full ex-works
commercial price (subject to normal trade discounts) for its products);

Yours truly,

______________________

RECAUDO BOGOT SAS

Name
Chief Financial Officer

li
 SCHEDULE 20

DOTS REPORTING REQUIREMENTS

(See Section 5.03(d) of the Common Terms Agreement)

Indicators Benchmark

Number of daily card validations Daily card validations

Payments to government Annual Tax payments (Income and other taxes)

Employment generation Direct and indirect employment:

- Total number of employees

- Total number of females employees

Demonstration effect Recaudo should inform IFC if its platform is being

used for other payment service applications

lii