Colombian Toll Road Credit Agreement Summary

Edificio Select
Medellín - Colombia
Tel: 574 5208340
Dated as of December 20, 2017
FIDEICOMISO P.A 4G, represented by FIDUCIARIA 4G, not in its individual capacity, but solely in
its capacity as Trustee,
as Borrower,
CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S.,

as Co-Obligor,
THE DOLLAR LENDERS PARTY HERETO
and
CITIBANK, N.A.
as Administrative Agent
Arranged by
INTERNATIONAL BANK OF NEW YORK

as Mandated Lead Arranger and Sole Bookrunner
CREDIT AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.................................................................... 1

Section 1.01. Defined Terms .................................................................................................. 1
Section 1.02. Other Interpretive Provisions ........................................................................ 43
Section 1.03. Accounting Terms .......................................................................................... 45
Section 1.04. Currency Conversion ..................................................................................... 45
ARTICLE II THE COMMITMENTS .................................................................................................... 45
Section 2.01. Dollar Loans ................................................................................................... 45
Section 2.02. Borrowing of Dollar Loans ............................................................................ 46
Section 2.03. Prepayments ................................................................................................... 48
Section 2.04. Repayment of Dollar Loans ........................................................................... 52
Section 2.05. Interest............................................................................................................ 52
Section 2.06. Fees ................................................................................................................. 52
Section 2.07. Computation of Interest and Fees.................................................................. 53
Section 2.08. Evidence of Debt; Payments under Notes...................................................... 53
Section 2.09. Payments Generally; Administrative Agent's Clawback .............................. 54
Section 2.10. Sharing of Payments by Dollar Lenders........................................................ 55
Section 2.11. Obligors; Joint and Several Liability ............................................................ 56
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY ..................................................... 56
Section 3.01. Taxes ............................................................................................................... 56
Section 3.02. Illegality .......................................................................................................... 58
Section 3.03. Inability to Determine Rates .......................................................................... 59
Section 3.04. Increased Costs............................................................................................... 59
Section 3.05. Compensation for Losses ............................................................................... 60
Section 3.06. Mitigation Obligations; Replacement of Dollar Lenders .............................. 61
Section 3.07. Survival .......................................................................................................... 62
ARTICLE IV CONDITIONS PRECEDENT TO BORROWINGS ......................................................... 62
Section 4.01. Conditions to the First Borrowing ................................................................. 62
Section 4.02. Conditions to Each Borrowing....................................................................... 67
ARTICLE V REPRESENTATIONS AND WARRANTIES .................................................................. 69
Section 5.01. Existence, Qualification and Power ............................................................... 70
Section 5.02. Authorization; No Contravention .................................................................. 70
Section 5.03. Status of Authorizations................................................................................. 70
Section 5.04. Binding Effect ................................................................................................. 70
Section 5.05. Financial Statements; No Material Adverse Effect ....................................... 71
Section 5.06. Litigation ........................................................................................................ 71
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Section 5.07. No Default....................................................................................................... 72
Section 5.08. Absence of Force Majeure Event ................................................................... 72
Section 5.09. Material Project Documents .......................................................................... 72
Section 5.10. Land Rights; Ownership of Property; Liens ................................................. 72
Section 5.11. Insurance ........................................................................................................ 72
Section 5.12. Taxes ............................................................................................................... 72
Section 5.13. Subsidiaries; Equity Interests ........................................................................ 73
Section 5.14. Margin Regulations; Investment Company Act ............................................ 73
Section 5.15. Compliance with Laws ................................................................................... 73
Section 5.16. Solvency .......................................................................................................... 74
Section 5.17. No Immunity .................................................................................................. 74
Section 5.18. Base Case Model, Budgets and Construction Schedule ................................ 74
Section 5.19. Indebtedness ................................................................................................... 74
Section 5.20. Investments..................................................................................................... 74
Section 5.21. Pari Passu ....................................................................................................... 74
Section 5.22. Security ........................................................................................................... 74
Section 5.23. Anti-Terrorism Laws; Sanctions ................................................................... 74
Section 5.24. Affiliate Transactions ..................................................................................... 75
Section 5.25. Project Accounts ............................................................................................ 75
Section 5.26. Labor Matters ................................................................................................ 75
Section 5.27. Environmental and Social Matters ................................................................ 75
Section 5.28. ERISA and Foreign Benefit Plan ................................................................... 76
Section 5.29. Nature of Business.......................................................................................... 76
Section 5.30. Foreign Currency ........................................................................................... 76
Section 5.31. Initial Base Equity Contributions .................................................................. 76
Section 5.32. Disclosure ....................................................................................................... 76
ARTICLE VI AFFIRMATIVE COVENANTS ...................................................................................... 76
Section 6.01. Financial Statements ...................................................................................... 76
Section 6.02. Certificates; Other Information..................................................................... 77
Section 6.03. Notices ............................................................................................................ 78
Section 6.04. Payment of Taxes ........................................................................................... 79
Section 6.05. Preservation of Existence, Etc........................................................................ 79
Section 6.06. Maintenance of Properties ............................................................................. 79
Section 6.07. Insurance Undertakings................................................................................. 80
Section 6.08. Compliance with Laws ................................................................................... 81
Section 6.09. Books and Records ......................................................................................... 82
Section 6.10. Inspection Rights ............................................................................................ 82
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Section 6.11. Use of Proceeds............................................................................................... 82
Section 6.12. Pari Passu ....................................................................................................... 83
Section 6.13. Authorizations ................................................................................................ 83
Section 6.14. Security ........................................................................................................... 83
Section 6.16. Project Accounts; Required Balances............................................................ 84
Section 6.17. Auditors .......................................................................................................... 84
Section 6.18. Hedging Strategy. The Obligors shall: ............................................................ 85
Section 6.20. Colombian Central Bank Requirements ....................................................... 85
Section 6.21. Environmental Requirements; Equator Principles....................................... 85
Section 6.22. Land Rights .................................................................................................... 86
Section 6.23. Construction and Operation .......................................................................... 86
Section 6.24. Prepayments under other Facility Agreements ............................................. 89
Section 6.25. Liquidity LCs ................................................................................................. 90
Section 6.26. Subordinated Additional Loans Credit Agreement ...................................... 91
Section 6.27. Foreign Benefit Plan....................................................................................... 91
Section 6.28. Further Assurances ........................................................................................ 91
ARTICLE VII NEGATIVE COVENANTS ........................................................................................... 91
Section 7.01. Liens ............................................................................................................... 91
Section 7.02. Indebtedness ................................................................................................... 91
Section 7.03. Fundamental Changes ................................................................................... 91
Section 7.04. Investments..................................................................................................... 92
Section 7.05. Dispositions..................................................................................................... 92
Section 7.06. Restricted Payments....................................................................................... 92
Section 7.07. Subsidiaries .................................................................................................... 93
Section 7.08. Use of Proceeds............................................................................................... 93
Section 7.09. Transactions with Affiliates ........................................................................... 93
Section 7.12. Bank Accounts................................................................................................ 95
Section 7.13. Peso Historical DSCR .................................................................................... 95
Section 7.14. Minimum OPEX ............................................................................................ 96
Section 7.15. ERISA............................................................................................................. 96
Section 7.16. Hedge Agreements ......................................................................................... 96
Section 7.17. Capital Expenditures ..................................................................................... 96
Section 7.18. Obras Complementarias; Obras Voluntarias; Obras Menores .................... 96
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Section 7.19. Voluntary Prepayments under the Peso Credit Agreement and the
Liquidity Credit Agreement; Cancellation of Commitments ....................... 97
Section 7.20. Disbursements of the Liquidity Loans and the Subordinated
Additional Loans ............................................................................................ 98
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ................................................................. 98
Section 8.01. Events of Default ............................................................................................ 98
Section 8.02. Remedies Upon Event of Default ................................................................. 105
Section 8.03. Application of Funds .................................................................................... 105
Section 8.04. Remedies Independent ................................................................................. 105
ARTICLE IX ADMINISTRATIVE AGENT ....................................................................................... 106
Section 9.01. Appointment and Authority ........................................................................ 106
Section 9.02. Rights as a Dollar Lender ............................................................................ 106
Section 9.03. Exculpatory Provisions ................................................................................ 106
Section 9.04. Reliance by Administrative Agent ............................................................... 108
Section 9.05. Delegation of Duties ..................................................................................... 108
Section 9.06. Resignation and Removal of Administrative Agent .................................... 108
Section 9.07. The Role of the Administrative Agent ......................................................... 109
ARTICLE X MISCELLANEOUS ....................................................................................................... 110
Section 10.01. Amendments, Etc ......................................................................................... 110
Section 10.02. Notices; Electronic Communication; English Language............................. 111
Section 10.03. No Waiver; Cumulative Remedies............................................................... 114
Section 10.04. Expenses; Indemnity; Damage Waiver ....................................................... 114
Section 10.05. Payments Set Aside ...................................................................................... 115
Section 10.06. Successors and Assigns................................................................................. 116
Section 10.07. Treatment of Certain Information; Confidentiality.................................... 118
Section 10.08. Right of Setoff............................................................................................... 119
Section 10.09. Counterparts; Integration; Effectiveness; Electronic Execution ................ 119
Section 10.10. Survival of Representations and Warranties .............................................. 119
Section 10.11. Severability ................................................................................................... 120
Section 10.12. Governing Law; Jurisdiction; Etc ............................................................... 120
Section 10.13. WAIVER OF JURY TRIAL........................................................................ 121
Section 10.14. USA PATRIOT ACT NOTICE ................................................................... 121
Section 10.15. Non-Reliance ................................................................................................ 121
Section 10.16. No Other Duties, Etc .................................................................................... 121
Section 10.17. Acknowledgement and Consent to Bail-In of EEA Financial
Institutions.................................................................................................... 121
Section 10.18. Internet Gambling........................................................................................ 122
Section 10.19. Waiver of Immunities .................................................................................. 122
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Section 10.20. Ratification ................................................................................................... 122
SCHEDULES
Schedule 1 Initial Dollar Lenders

Schedule 2 Commitments and Applicable Percentages
Schedule 3 [Reserved]
Schedule 4 Borrowing Schedule
Schedule 5 Repayment Schedule
Schedule 6 Insurance Requirements
Schedule 7 Project Description
Schedule 8 Permitting Schedule
Schedule 9 Hedging Strategy
Schedule 10 Material Project Documents
Schedule 11 Map of Project Site
Schedule 12 [Reserved]
Schedule 13 Construction Budget
Schedule 14 Construction Schedule
Schedule 15 Existing Affiliate Transactions
Schedule 16 Existing Indebtedness
Schedule 17 Existing Investments
Schedule 18 Existing Liens
Schedule 19 Existing Litigation
Schedule 20 Certain Addresses for Notices
Schedule 21 Security Documents Requiring Registration
Schedule 22 Liquidity Facility Formulas
Schedule 23 Working Capital Facility Agreement Main Terms and Conditions
Schedule 24 Environmental Consultant Report Contents
Schedule 25 Global Debt to Equity Ratio Currency Conversion
Schedule 26 Critical Path Milestones
Schedule 27 Existing Insurance Institutions
Schedule 28 Liquidity Facility Main Terms and Conditions
Schedule 29 Subordinated Additional Facility Main Terms and Conditions
EXHIBITS
Exhibit A-1 Form of Completed Notes

Exhibit A-2 Form of Blank Notes
Exhibit B Form of Notice of Borrowing
Exhibit C Form of Restricted Payments Certificate
Exhibit D Form of Assignment and Assumption
Exhibit E Form of Omnibus Certificate
Exhibit F Form of Insurance Brokers' Letter of Undertaking
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THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered
into among:
(A) FIDEICOMISO P.A. 4G, an irrevocable trust organized and existing under the laws of
Colombia, represented by FIDUCIARIA 4G, not in its individual capacity, but solely in its
capacity as Trustee (the "Borrower");
(B) CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S., a sociedad por acciones

simplificada organized and existing under the laws of Colombia (the "Co-Obligor" and, together
with the Borrower, the "Obligors" and each individually, an "Obligor");
(C) The Dollar Lenders from time to time party hereto;
(D) CITIBANK, N.A., as administrative agent for and on behalf of the Dollar Lenders (the
"Administrative Agent"); and
(E) INTERNATIONAL BANK OF NEW YORK, as Mandated Lead Arranger and Sole
Bookrunner (the "Mandated Lead Arranger and Sole Bookrunner").
W I T N E S S E T H:
WHEREAS, the Obligors, the Dollar Lenders party thereto, the Administrative Agent and the
Mandated Lead Arranger and Sole Bookrunner wish to enter into a credit agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the
meanings set forth below:
"Acceptable Bank" means:
(a) a financial institution with capital, surplus and undivided profits of at least five hundred
million Dollars ($500,000,000) and with an international credit rating for itself or in respect of its long-
term senior unsecured indebtedness of not less than "BBB-" (or the equivalent thereof) by S&P or Fitch
or "Baa3" (or the equivalent thereof) by Moody's; or
(b) a financial institution organized in Colombia with capital, surplus and undivided profits
of at least the lesser of (i) five hundred million Dollars ($500,000,000) or (ii) one trillion five hundred
billion Pesos (COP1,500,000,000,000), and with a local credit rating for itself or in respect of its long-
term senior unsecured indebtedness of not less than "AAA" (or the equivalent thereof by any rating agency
approved by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia)) by
S&P or Fitch or "Aaa" (or the equivalent thereof by any rating agency approved by the Colombian
Superintendence of Finance (Superintendencia Financiera de Colombia)) by Moody's.
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"Acceptable Insurance Institution" means:
(a) an insurance company having a local credit rating of not less than "AA" (or the equivalent
thereof by any rating agency approved by the Colombian Superintendence of Finance (Superintendencia
Financiera de Colombia)) by S&P or Fitch or "Aa2" (or the equivalent thereof by any rating agency
approved by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia)) by
Moody's;
(b) an insurance company having an international credit rating of not less than "BBB" (or the
equivalent thereof) by S&P or Fitch or "Baa2" (or the equivalent thereof) by Moody's; or
(c) any other insurance institution reasonably acceptable to the Required Lenders.
"Acceptable Letter of Credit" means a standby letter of credit or a "Garantía Bancaria a Primer
Requerimiento" issued by an Acceptable Bank, in form and substance reasonably satisfactory to the
Intercreditor Agent, and otherwise meeting the following requirements:
(a) amounts available under such instrument 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) if the instrument is denominated in Pesos, the Onshore Collateral Agent shall be named
sole beneficiary under such instrument and if the instrument is denominated in Dollars, the Offshore
Collateral Agent shall be named sole beneficiary under such instrument, provided further that each of the
Onshore Collateral Agent and the Offshore Collateral Agent are hereby irrevocably instructed to transfer
and deposit any amount received thereof (without any deduction) in the SubAccount of the Additional
Trust;
(c) none of the Obligors nor any Secured Creditor shall have any reimbursement or any other
obligation to the Acceptable Bank issuing such instrument, and such Acceptable Bank shall irrevocably
waive any claim or other rights against the Obligors and each Secured Creditor that may arise from the
issuance, existence or performance of its obligations under such instrument, including any and all rights
of subrogation, whether or not such claim, remedy or right arises in equity or under contract, statute or any
applicable Law;
(d) such instrument shall be subject to International Standby Practices 1998 (ISP 98) or
Uniform Demand Guarantee Rules 758 (URDG 758), 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 laws of the State of New York (in the case of Acceptable Letters of Credit issued by an Acceptable
Bank organized outside of Colombia) or the laws of Colombia (in the case of Acceptable Letters of Credit
issued by an Acceptable Bank organized in Colombia);
(e) such instrument shall expire not earlier than the first anniversary from the date of its
issuance and shall be automatically renewable on substantially the same terms and conditions for an
additional term of at least one (1) year unless, at least thirty (30) days prior to the then-existing expiration
date, the Credit Party that posted such instrument and the issuer thereof notifies the Intercreditor Agent
and the Onshore Collateral Agent or the Offshore Collateral Agent (as applicable) that such instrument
will not be renewed, following which the Onshore Collateral Agent or the Offshore Collateral Agent (as
applicable) shall be entitled to draw (and to issue any relevant instruction or notice to draw) all amounts
then available under such instrument at any time following such notice of non-renewal;

(f) such instrument shall be irrevocable on the part of the Acceptable Bank issuing it; and
(g) such instrument shall be denominated in Pesos or in Dollars.
"Accounting Standards" means, with respect to any Person, IFRS, as applied in accordance with
the Laws of the place of such Person's organization or formation.
"Additional Trust" means the patrimonio autónomo, established pursuant to the Additional Trust
Agreement.
"Additional Trustee" means Fiduciaria 4G, not in its individual capacity, but solely in its capacity
as trustee under the Additional Trust.
"Additional Trust Agreement" means the Trust Agreement (Contrato de Fiducia Mercantil
Irrevocable de Administración, Garantía, Fuente de Pago y Pago) to be entered into prior to the Closing
Date between the Additional Trustee, Co-Obligor and the Onshore Collateral Agent.
"Administrative Agent" has the meaning assigned to that term in the introductory paragraph
hereto.
"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common Control with such Person.
"Agents" means, collectively, (a) the Administrative Agent, (b) the Peso Administrative Agent,
(c) the Intercreditor Agent, (d) the Offshore Collateral Agent, (e) the Onshore Collateral Agent, (f) the
Offshore Account Bank and (f) the Calculation Agent.
"Agreement" has the meaning assigned to that term in the introductory paragraph hereto.
"Alternative Base Rate" means, for any day, a rate per annum equal to the highest of (a) the
Federal Funds Rate in effect on such day plus ½ of 1% and (b) the Prime Rate in effect for such day. Any
change in the Alternative Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be
effective from the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.
Notwithstanding the foregoing, if the interest rate for any Interest Period determined pursuant to the
foregoing provisions is less than zero (0), then the Alternative Base Rate for such Interest Period shall be
zero (0).
"AML Laws" means all laws, rules and regulations of any jurisdiction applicable to any Credit
Party, its Affiliates or Subsidiaries from time to time concerning or relating to anti-money laundering.
"Ancillary Documents" means, with respect to each Material Project Document entered into after
the Effective Date:
(a) each security agreement or instrument necessary to grant the Onshore Collateral Agent or
the Offshore Collateral Agent (as applicable) a perfected first priority Lien (subject to Permitted Liens
mandatorily preferred by applicable Law and subject to the Legal Qualifications) in such Material Project
Document;
(b) each recorded financing statement and other filings required to perfect such Lien, if any;

(c) a direct agreement with the counterparty(ies) to such Material Project Document, in form
and substance reasonably satisfactory to the Intercreditor Agent; and
(d) an opinion of counsel from each Material Project Party that is a party to such Material
Project Documents and any Person guaranteeing or otherwise supporting such Material Project Party's
obligations thereunder in form and substance reasonably satisfactory to the Intercreditor Agent.
"ANI" means the "Agencia Nacional de Infraestructura" of Colombia, a national agency with a
special nature, from the decentralized sector of the executive branch of the national order, organized and
existing under the laws of Colombia.
"ANI Contributions" has the meaning given to the term "Aportes ANI" in the Concession
Agreement.
"ANI Direct Agreement" means the memorandum of understanding to be entered into before the
Closing Date among the ANI and the Co-Obligor regarding certain clarifications with respect to the
Concession Agreement.
"ANI Project Cost Overruns" means the Project Cost overruns that ANI is required to pay or
reimburse to the Co-Obligor pursuant to Clauses 7.2(c), 8.1(c), 8.1(f), 8.2(c) and 8.2(e) of the "Parte
General" of the Concession Agreement; provided that, for purposes of paragraph (f)(ii)(A) of the
definition of "Permitted Indebtedness", "ANI Project Cost Overruns" shall include any accrued interest
thereon actually paid by ANI.
"Anti-Corruption Laws" means, (a) all Laws, rules and regulations of any jurisdiction applicable
to any Credit Party, its Affiliates or Subsidiaries from time to time concerning or relating to bribery or
corruption (including Law 1474 of 2011 of Colombia and its implementing decrees), (b) the United
Kingdom Bribery Act 2010 and (c) the U.S. Foreign Corrupt Practices Act of 1977.
"Applicable Margin" means:
(a) from the Effective Date to, and including, October 31, 2016, 3.20% per annum;
(b) from November 1, 2016 up to, and including, October 31, 2019, 3.35% per annum;
(c) from November 1, 2019 up to, and including, October 31, 2020, 3.40% per annum;
(d) from November 1, 2020 up to, and including, October 31, 2021, 3.80% per annum; and
(e) from November 1, 2021 up to, and including, the Maturity Date, 3.85% per annum.
"Applicable Percentage" means, with respect to any Dollar Lender at any time, the percentage
(carried out to the ninth decimal place) of the Total Commitments represented by such Dollar Lender's
Commitment at such time. If the Commitment of any Dollar Lender has been terminated pursuant to
Section 8.02 (Remedies Upon Event of Default) or if the Total Commitments have expired, then the
Applicable Percentage of such Dollar Lender shall be determined based on the Applicable Percentage of
such Dollar Lender most recently in effect, giving effect to any subsequent assignments. The initial
Applicable Percentage of each Dollar Lender is set forth opposite the name of such Dollar Lender on
Schedule 2 (Commitments and Applicable Percentages) hereof or in the Assignment and Assumption
pursuant to which such Dollar Lender becomes a party hereto, as applicable.

"Applicable Withholding Rate" means the lesser of the Colombian withholding tax rate imposed
on (a) interest payments derived from financial obligations lasting over one (1) year made to a foreign
lender resident in a jurisdiction other than a tax haven (paraíso fiscal) in accordance with Colombian Law
or (b) interest payments derived from loans to finance public-private partnerships under article 408 of
Decree 624 of 1989 (Estatuto Tributario), as amended by Article 63 of Law 1739 of 2014, made to a
foreign lender resident in a jurisdiction other than a tax haven (paraíso fiscal) in accordance with
Colombian Law.
"Assignment and Assumption" means an assignment and assumption entered into by a Dollar
Lender and any other Person becoming a " Dollar Lender" substantially in the form of Exhibit D (Form of
Assignment and Assumption) hereof or any other form approved by the Administrative Agent.
"Auditors" means:
(a) with respect to the Borrower, Deloitte & Touche Ltda. or any other internationally
recognized independent public accounting firm reasonably acceptable to the Intercreditor Agent that the
Borrower appoints from time to time to act as its Auditor, such consent not to be unreasonably withheld,
delayed or conditioned;
(b) with respect to the Co-Obligor, Deloitte & Touche Ltda. or any other internationally
recognized independent public accounting firm reasonably acceptable to the Intercreditor Agent that the
Co-Obligor appoints from time to time to act as its Auditor, such consent not to be unreasonably withheld,
delayed or conditioned; and
(c) with respect to any other Person, any internationally recognized independent public
accounting firm.
"Authorizations" means any consent, registration, filing, agreement, enrollment, recording,

notarization, certificate, license, approval, permit, authorization or exemption from, by or with any
Governmental Authority, whether given or withheld by express action or deemed given or withheld by
failure to act within any specified time period.
"Availability Period" means the period commencing on the Effective Date until the earlier of:
(a) the date falling three (3) months after the Scheduled Construction Completion Date; and
(b) the Construction Completion Date.
"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable
EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
"Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55
of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.
"Bankruptcy Event" means, with respect to a Person, any of the following events:
(a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in

a court of competent jurisdiction seeking: (i) relief in respect of such Person, or of such Person or all or
substantially all of such Person's property under any Debtor Relief Laws, (ii) the appointment of a receiver,

trustee, custodian, sequestrator, conservator, liquidator or similar official for such Person or for all or
substantially all of such Person's property or (iii) the winding up or liquidation of such Person; or
(b) such Person shall: (i) voluntarily commence any proceeding or file any petition seeking
relief under any Debtor Relief Laws, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in paragraph (a) above, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator,
liquidator or similar official for such Person or for all or substantially all of its property, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally
to pay its debts as they become due, (vii) take any action for the purpose of effecting any of the foregoing
or (viii) wind up or liquidate.
"Base Case Model" means a detailed base case financial model that reflects the Obligors' (a) costs
and financial assumptions, (b) financial statements and (c) credit metrics during a period that is at least
through the remaining life of the Concession Agreement, which shall be based upon (i) traffic assumptions
and revenue projections validated by the Traffic Consultant, (ii) operating expenses and capital
expenditure assumptions validated by the Independent Engineer and (iii) a methodology agreed upon by
the Co-Obligor and the Required Lenders.
"Base Equity Contributions" has the meaning assigned to that term in the Sponsor Agreement.
"Base Equity Support LCs" has the meaning assigned to that term in the Sponsor Agreement.
"Blank Note" means each blank promissory note, together with its corresponding letter of
instruction to complete any blank spaces thereof, subject to the laws of Colombia and substantially in the
form attached hereto as Exhibit A-2 (Form of Blank Notes), issued by the Obligors in favor of a Dollar
Lender.
"Borrower" has the meaning assigned to that term in the introductory paragraph hereof.
"Borrowing" means any borrowing of the Dollar Loans on a Borrowing Date.
"Borrowing Date" means the date on which a Borrowing is made or is to be made, as the context
requires.
"Borrowing Schedule" means the Borrowing Schedule attached hereto as Schedule 4 (Borrowing
Schedule).
"Business Day" means any day on which commercial banks are not authorized or required to be
closed (a) for any purpose other than those specified in clause (b) below, in New York City and the city
of Bogotá, D.C., Colombia and (b) solely for the purpose of determining the interest rate applicable to any
Dollar Loan, in London, England.
"Calculation Agent" means (a) Ingetec S.A., in its capacity as calculation agent of the Senior
Lenders under the Financing Documents or (b) any replacement thereof appointed by the Intercreditor
Agent at the direction of the Required Lenders with the consent of the Co-Obligor (or, if a Default has
occurred and is continuing, appointed by the Intercreditor Agent at the direction of the Required Lenders
without the consent of the Co-Obligor).

"Calculation Period" means the period commencing on January 1 and ending on December 31
of each year; provided that, for the purposes of calculating the Peso Debt Service in the definition of "Peso
Historical DSCR" and the "Peso Projected DSCR", the Calculation Period shall mean the period
commencing on May 1 of such year and ending on April 30 of the following calendar year.
"Change in Law" means the occurrence, after the Effective Date, of any of the following: (a) the
adoption or taking effect of any Law, rule, regulation or treaty, or any amendment or change in any Law,
rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority (including (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, and in each case regardless of the date enacted, adopted or
issued) or (b) the amendment, making or issuance of any request, guideline or directive (whether or not
having the force of law) by any Governmental Authority.
"Closing Date" means the date on which the first Borrowing of the Dollar Loans is made.
"Co-Obligor" has the meaning assigned to that term in the introductory paragraph hereof.
"Code" means the Internal Revenue Code of 1986.
"Collateral" means the property of any Person from time to time subject to the Security.
"Colombia" means the Republic of Colombia.
"Comité Fiduciario" has the meaning assigned to that term in the Concession Agreement.
"Commencement Date" has the meaning given to the term "Fecha de Inicio" in the Concession
Agreement.
"Commencement Deed" has the meaning given to the term "Acta de Inicio" in the Concession
Agreement.
"Commercial Establishment Pledge Agreement" means the pledge agreement over the ongoing
concern of the Co-Obligor to be entered into prior to the Closing Date between the Co-Obligor and the
Onshore Collateral Agent.
"Commitment" means, with respect to each Dollar Lender, its obligation to make Dollar Loans
to the Obligors pursuant to Section 2.01 (Dollar Loans), in an aggregate principal amount not to exceed
the amount set forth opposite such Dollar Lender's name on Schedule 2 (Commitments and Applicable
Percentages) hereof or in the Assignment and Assumption pursuant to which such Dollar Lender becomes
a party hereto, as applicable.
"Commitment Fee" shall have the meaning assigned to such term in Section 2.06(a) (Commitment
Fee).
"Completed Note" means a promissory note subject to the laws of Colombia and substantially in
the form attached hereto as Exhibit A-1 (Form of Completed Notes), issued by the Obligors in favor of a
Dollar Lender.

"Concession Agreement" means the "Contrato de Concesión bajo el esquema de APP No. 100"
dated January 1, 2017 between the Co-Obligor and ANI.
"Concession Agreement Contractual Rights Pledge Agreement" means the pledge agreement
to be entered into prior to the Closing Date, between the Co-Obligor and the Onshore Collateral Agent
whereby the Co-Obligor shall pledge all of its rights under the Concession Agreement.
"Conditional Assignment of the Additional Trust Agreement" means the conditional

assignment agreement to be entered into prior to the Closing Date between the Co-Obligor and the Onshore
Collateral Agent with respect to the Additional Trust Agreement.
"Conditional Assignment of the EPC Contract" means the conditional assignment agreement
to be entered into prior to the Closing Date between the Co-Obligor and the Onshore Collateral Agent with
respect to the EPC Contract.
"Conditional Assignment of the Master Trust Agreement" means the conditional assignment
agreement to be entered into prior to the Closing Date between the Co-Obligor and the Onshore Collateral
Agent with respect to the Master Trust Agreement.
"Consorcio Constructor" means the consortium conformed by (a) Construcciones Carreteras 4G

S.A. and (b) Constructora ANI.
"Construction Budget" means the Construction Budget attached hereto as Schedule 13

(Construction Budget), as may be amended, supplemented or varied from time to time in accordance with
the terms hereof.
"Construction Completion Date" means the date on which each of the following conditions has
been satisfied:
(a) the works relating to all Functional Units (i) shall have been completed as required
pursuant to the Concession Agreement and (ii) shall have been accepted by the Co-Obligor under the EPC
Contract, in accordance with the terms thereof;
(b) [reserved];
(c) the Co-Obligor shall have delivered to the Intercreditor Agent a true, complete and correct
copy of each Functional Unit Completion Deed required to be issued pursuant to the Concession
Agreement in connection with each Functional Unit, duly executed by a Responsible Officer of the Co-
Obligor, ANI and the Interventor;
(d) the Co-Obligor shall have delivered to the Intercreditor Agent the initial O&M Budget
and the initial Major Maintenance Plan and Budget, and the Required Lenders shall have approved such
initial O&M Budget and such initial Major Maintenance Plan and Budget, each in accordance with the
terms of Section 6.23(d) (Construction and Operation) and Section 6.23(e) (Construction and Operation),
respectively;
(e) the Independent Engineer shall have delivered to the Intercreditor Agent a certificate
certifying to each Secured Creditor the satisfaction of the conditions set forth in paragraph (a) above; and

(f) the Co-Obligor shall have delivered to the Intercreditor Agent a certificate signed by a
Responsible Officer of the Co-Obligor certifying to each Secured Creditor the satisfaction of the conditions
set forth in paragraphs (a) and (c) above.
"Construction Monitoring Report" means each monitoring report prepared by the Independent
Engineer setting out an analysis of matters relating to the construction and the status of the Project as
required by the Senior Lenders.
"Construction Phase Commencement Deed" has the meaning given to the term "Acta de Inicio
de la Fase de Construcción" under the Concession Agreement.
"Construction Remediation Plan" means a construction remediation plan setting forth in

reasonable detail the actions the Co-Obligor proposes to adopt to remediate the corresponding breach of
its obligations under Section 6.23(g) (Construction and Operation) and to achieve the Construction
Completion Date on budget and by no later than the Scheduled Construction Completion Date.
"Construction Schedule" means the Construction Schedule attached hereto as Schedule 14

(Construction Schedule), as may be amended, supplemented or varied from time to time in accordance
with the terms hereof.
"Consultants" means, collectively, (a) the Environmental Consultant, (b) the Independent
Engineer, (c) the Insurance Consultant, (d) the Model Auditor, (e) the Traffic Consultant and (f) upon the
occurrence and during the continuation of an Event of Default, any other consultant appointed by the
Required Lenders, the Administrative Agent or the Intercreditor Agent in respect of the Project from time
to time.
"Contingent Equity Contribution" has the meaning given to such term in the Sponsor
Agreement.
"Contractual Rights Pledge Agreement" means the pledge agreement to be entered into prior to
the Closing Date between the Co-Obligor and the Onshore Collateral Agent, whereby the Co-Obligor shall
pledge all of its rights under the Material Project Documents.
"Contrato Marco Local para Instrumentos Financieros Derivados" means the Colombian
master derivatives agreement drafted by the Colombian Banking Association (Asobancaria) published at
http://www.asobancaria.com/wp-content/uploads/2016/03/2contratomarcolocal.pdf (or in any other
substitute website).
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.
"Credit Parties" means, collectively, (a) each Obligor, (b) each Shareholder and (c) at all times
until the Sponsor Release Date, each Sponsor.
"Critical Path Milestone" means each critical path milestone set forth on Schedule 26 (Critical
Path Milestones).
"Debtor Relief Laws" means the Bankruptcy Code of the United States, Law 1116 of 2006 of
Colombia and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the

United States, Colombia or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.
"Deductions" has the meaning assigned to the term "Deducciones" under the Concession
Agreement.
"Deductions Certificate" has the meaning assigned to that term in Section 7.06(h) (Restricted
Payments).
"Default" means any event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time or both would be an Event of Default.
"Default Rate" means, as of any date of determination, an interest rate equal to, with respect to
any payments relating to principal of or interest and other charges on the Dollar Loans or any other
payment under the Financing Documents, the interest rate (including the Applicable Margin) applicable
to such Dollar Loans (or, if no such Dollar Loans have been made as of such date, the interest rate that
would have applied thereto had such Dollar Loans been made on such date) or payment plus two percent
(2%) per annum.
"Defaulting Lender" means, at any time, (a) any Dollar Lender that has failed for five (5) or more
Business Days from the date such Dollar Lender was required to comply with its obligations under this
Agreement to make its portion of the Dollar Loans (a "funding obligation"), (b) any Dollar Lender that
has notified the Administrative Agent or has stated publicly that it shall not comply with any such funding
obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit
agreement or other similar agreement, (c) any Dollar Lender that has for five (5) Business Days failed to
confirm in writing to the Administrative Agent, in response to a written request of the Administrative
Agent, that it shall comply with its funding obligations hereunder or (d) a Lender Insolvency Event has
occurred and is continuing with respect to such Dollar Lender. The Administrative Agent shall provide
prompt written notice to the other parties hereto to the extent that it has actual knowledge that one of the
foregoing events has occurred with respect to a Dollar Lender.
"Deficiency" shall have the meaning assigned to that term in the Sponsor Agreement.
"Deficiency Notice" shall have the meaning assigned to that term in the Sponsor Agreement.
"Development Costs" means, without duplication, all duly documented development costs and
expenses incurred (including development costs and expenses incurred and contributions to the Obligors
made) by the Sponsors and/or the Shareholders in connection with the Project prior to the Closing Date,
in an amount not to exceed COP290.000.000.000.
"Direct Agreements" means, collectively:
(a) the ANI Direct Agreement;
(b) the EPC Direct Agreement; and
(c) each direct agreement entered into with respect to any Material Project Document
executed after the Effective Date in accordance with the terms hereof.
"Discounts" has the meaning assigned to the term "Descuentos" under the Concession Agreement.
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"Disponibilidad" has the meaning assigned to the term "disponibilidad" under Clauses 4.4(e),
4.5(n) and 7.1(d) in the Concession Agreement.
"Disposition" or "Dispose" means the sale, transfer, license, lease, assignment or other disposition
(including any sale and leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.
"Dollar" and "$" mean the lawful currency of the United States.
"Dollar Debt Service" means, for any period, the sum (without duplication) of all scheduled
payments (whether or not actually paid) falling due on account of principal of, and interest and other
charges on, the Dollar Loans.
"Dollar Debt Service Reserve Account" has the meaning given to the term "Subcuenta de
Reserva de Servicio de la Deuda en Dólares" in the Additional Trust Agreement.
"Dollar Debt Service Reserve Account Required Balance" means, on and from the date the last
Borrowing of the Dollar Loans is made, an amount equal to the sum of (a) fifty percent (50%) of the
principal amount of Dollar Debt Service scheduled to become due and payable in the next twelve (12)
months falling after such date of determination plus (b) one hundred percent (100%) of the interest amount
of the Dollar Debt Service scheduled to become due and payable in the next six (6) months falling after
such date of determination; provided that, for any date of determination prior to the First Dollar Principal
Payment Date, the Dollar Debt Service Reserve Account Required Balance shall be deemed to include
fifty percent (50%) of the amount of the principal repayments of the Dollar Loans scheduled to be made
on the First Dollar Principal Payment Date.
"Dollar Debt Sizing Criteria" means a Minimum Projected Dollar DSCR of not less than
1.10:1.00.
"Dollar Disbursement Account – Additional Trust" has the meaning given to the term
"Subcuenta de Desembolsos Bloqueados del Crédito en Dólares" in the Additional Trust Agreement.
"Dollar Disbursement Account – Master Trust" has the meaning given to the term "Subcuenta
de Desembolsos del Contrato de Crédito en Dólares" in the Master Trust Agreement.
"Dollar Lenders" means, collectively, (a) the Initial Dollar Lenders and (b) each other Person that
accedes to this Agreement as a "Dollar Lender" from time to time pursuant to Section 10.06 (Successors
and Assigns).
"Dollar Loans" means, collectively, each of the loans made by a Dollar Lender to either Obligor,
subject to the terms and conditions hereof.
"Dollar Projected DSCR" means, as of any date of determination and for any Calculation Period
from and after January 1, 2021, the ratio of:
(a) the amount of all Dollar-denominated ANI Contributions projected to be paid to the Co-
Obligor minus any projected Deductions in respect thereof, in each case as set forth in the Base Case Model
for such period; to
(b) the Dollar Debt Service projected for such period as set forth in the Base Case Model.

"DR8" has the meaning assigned to that term in the Concession Agreement.
"DR Cycle" means each of (a) the period from the Commencement Date and to the date that is
eight (8) years after the Commencement Date, (b) the period from the date that is eight (8) years after the
Commencement Date to the date that is thirteen (13) years after the Commencement Date and (c) the
period from the date that is thirteen (13) years after the Commencement Date to the date that is eighteen
(18) years after the Commencement Date.
"DR Payments" means the payments to be made by ANI to the Co-Obligor as a result of each DR
in accordance with the terms of the Concession Agreement.
"DRs" means each of (a) DR8, (b) DR13 and (c) DR18.
"EEA Financial Institution" means (a) any credit institution or investment firm established in
any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a parent of an institution described in clause (a) of
this definition or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.
"EEA Member Country" means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
"EEA Resolution Authority" means any public administrative authority or any person entrusted
with public administrative authority of any EEA Member Country (including any delegee) having
responsibility for the resolution of any EEA Financial Institution.
"Effective Date" means September 6, 2016.
"EHS Guidelines" means the Project-relevant World Bank Group Environmental, Health, and
Safety Guidelines published at
http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+sustainability/o
ur+approach/risk+management/ehsguidelines, copies of which have been received by the Obligors.
"Environmental Action Plan" means, with respect to the Project, the plan or plans developed by
the Environmental Consultant and approved by the Co-Obligor and the Required Lenders (such approval
not be unreasonably withheld, delayed or conditioned, unless a Default has occurred and is continuing)
which sets out specific social and environmental measures to be undertaken by the Co-Obligor to bring
the Project in line with the Environmental and Social Requirements (as such plans may be amended or
supplemented from time to time).
"Environmental and Social Requirements" means all applicable requirements, conditions,

standards, protections, obligations or performance criteria with respect to environmental or social matters
required by, or provided under, (a) any Environmental Law, (b) any Environmental Permits, (c) the
Equator Principles, (d) the IFC E&S Requirements and (e) the Concession Agreement.

"Environmental Consultant" means (a) Arup Latin America S.A., in its capacity as
environmental consultant of the Senior Lenders under the Financing Documents or (b) any replacement
thereof appointed by the Intercreditor Agent at the direction of the Required Lenders with the consent of
the Co-Obligor (or, if a Default has occurred and is continuing, appointed by the Intercreditor Agent at the
direction of the Required Lenders without the consent of the Co-Obligor).
"Environmental Consultant Annual Report" has the meaning assigned to that term in Section
6.21(d) (Environmental Requirements; Equator Principles).
"Environmental Consultant Monitoring Report" has the meaning assigned to that term in
Section 6.21(c) (Environmental Requirements; Equator Principles).
"Environmental Laws" means any and all Laws relating to (a) pollution and the protection of the
environment, (b) the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems and (c) standards concerning
environmental, social, labor, health and safety or security risks of the type contemplated by the Equator
Principles or imposing liability for the breach thereof, in each case applicable to any Obligor, its properties
or the Project, including Environmental Permits.
"Environmental License" has the meaning assigned to "Licencia Ambiental" under the
"Environmental Permits" means the "Licencias y Permisos" (as such term is defined under the
Concession Agreement) of an environmental and/or social nature that are described in Schedule 8
(Permitting Schedule).
"EPC Contract" means the "Modificación Integral al Contrato para la Ejecución de los Estudios
de Diseños, Suministro, Construcción, Rehabilitación y Mejoramiento del Corredor Vial Pacífico II",
dated September 2, 2016, between the Co-Obligor and the EPC Contractor.
"EPC Contractor" means Consorcio Constructor.
"EPC Contractor Insurance Policy" means the insurance policy granted in favor of the Co-
Obligor according to Section 5.2 (d) of the Concession Agreement.
"EPC Direct Agreement" means the direct agreement to be entered into prior to the Closing Date
among the EPC Contractor, the Co-Obligor and the Onshore Collateral Agent.
"Equator Principles" means the principles named "The Equator Principles — A financial
industry benchmark for determining, assessing and managing environmental and social risk in projects"
adopted by various financing institutions in the form effective as of June 4, 2013.
"Equity Contributions" has the meaning given to that term in the Sponsor Agreement.
"Equity Cure Proceeds" means the amount of Equity Contributions received by either Obligor
due to the exercise of Equity Cure Rights.
"Equity Cure Right" has the meaning assigned to that term in Section 7.13 (Peso Historical
DSCR).

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase
or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests
in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination.
"Equity Transfer" has the meaning given to the term "Giro de Equity" in the Concession
Agreement.
"ERISA" means the Employee Retirement Income Security Act of 1974.
"ERISA Affiliate" means any Person that for purposes of Title I and Title IV of ERISA and
Section 412 of the Code would be deemed at any relevant time to be a single employer with any Obligor,
pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor person), as in effect from time to time.
"Event of Default" has the meaning specified in Section 8.01 (Events of Default).
"Event of Loss" means, with respect to any property or asset of any Obligor (or that is part of the
Project), any actual, constructive, compromised or arranged loss, destruction, impairment or damage of
such property or asset.
"Excluded Taxes" means any of the following Taxes imposed on, or with respect to, any recipient
of any payment under this Agreement or required to be withheld or deducted from a payment to a recipient,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch
profits Taxes in each case, (i) imposed as a result of such recipient being organized under the laws of, or
having its principal office or, in the case of any Dollar Lender, its applicable Lending Office located in,
the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection
Taxes, (b) Taxes imposed on amounts payable to or for the account of such recipient (not including the
Initial Dollar Lenders) with respect to an applicable interest on a Dollar Loan or Commitment pursuant to
a law in effect on the date on which (i) such recipient first acquires such interest in the Dollar Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 3.06
(Mitigation Obligations; Replacement of Dollar Lenders)) or (ii) such recipient changes its lending office,
except in each case to the extent that, pursuant to Section 3.01 (Taxes), amounts with respect to such Taxes
were payable either to such recipient's assignor immediately before such recipient became a party hereto
or to such recipient immediately before it changed its lending office, (c) any portion of Colombian Taxes
in excess of the Applicable Withholding Rate to the extent imposed pursuant to the law in effect as of the
Effective Date, (d) Taxes attributable to such recipient's failure to comply with Section 3.01(e) (Status of
Dollar Lenders) and (e) any Taxes imposed under FATCA.
"Existing Affiliate Transactions" means, collectively, the transactions entered into between the
Co-Obligor and its Affiliates that are described in Schedule 15 (Existing Affiliate Transactions) hereof.

"Existing Credit Facility" means the loans made to the Obligors pursuant to the promissory note
("pagaré"), dated as of [March 31, 2017], issued by the Co-Obligor and the Sponsors in favor of Banco
de Bogotá.
"Existing Indebtedness" means the Indebtedness of any Obligor described in Schedule 16

(Existing Indebtedness) hereof.
"Existing Insurance Institutions" means each insurance company set forth in Schedule 27
(Existing Insurance Institutions) hereof.
"Existing Investments" means the Investments of any Obligor described in Schedule 17 (Existing
Investments) hereof.
"Existing Liens" means the Liens of any Obligor described in Schedule 18 (Existing Liens) hereof.
"Expropriation Event" means any condemnation, nationalization, seizure or expropriation of all

or a substantial portion of the property or other assets of any Credit Party or of all or a substantial portion
of the capital stock of the Co-Obligor, or any action by which any Governmental Authority assumes
custody or control of such property or other assets or of the business or operations of such Credit Party or
of the capital stock of the Co-Obligor, or takes any action for the dissolution or disestablishment of such
Credit Party or any action that would prevent such Credit Party or its officers from carrying on all or a
substantial part of its business or operations, including any reorganization, liquidation or insolvency
proceedings under Law 1116 of 2006 of Colombia.
"Expropriation Proceeds" means an amount equal to (a) any cash payments or proceeds received
by any Obligor, any Shareholder or any Sponsor, or any of its Affiliates (or any Agent, the Trustee or the
Additional Trustee on behalf thereof) as a result of a Qualified Expropriation Event minus (b) any
reasonable and documented costs and expenses actually incurred by such Person in connection with the
collection, enforcement, negotiation, administration, adjustment or settlement of any of its claims in
connection therewith.
"Facility Agreement Default" means any event under any Facility Agreement (other than this
Agreement) that:
(a) causes the commitments of the Peso Lenders or the Liquidity Lenders (as applicable)
thereunder or their obligations to make any Peso Loans or Liquidity Loans (as applicable) to be
automatically terminated;
(b) causes the unpaid principal amount, interest or any other amount in connection with any
such Facility Agreement to become automatically due and payable (other than with respect to scheduled
payments thereunder that become due and payable in accordance with the terms thereof); or
(c) grants the Peso Lenders or the Liquidity Lenders (as applicable) the right to declare (i)
their commitments thereunder terminated or (ii) all or any portion of the unpaid principal amount, interest
or any other amount in connection with any such Facility Agreement to be immediately due and payable.
"Facility Agreements" means, collectively, (a) this Agreement, (b) the Peso Credit Agreement
and (c) when executed by all parties thereto, the Liquidity Credit Agreement.
"FATCA" means (a) Sections 1471 through 1474 of the Code, as of the Effective Date (or any
amended or successor version that is substantively comparable and not materially more onerous to comply

with) and any current or future regulations or official interpretations thereof, (b) any intergovernmental
agreement between the United States and any other jurisdiction and any treaty, law, regulation or other
official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between
the United States and any other jurisdiction, with the purpose (in either case) of facilitating the
implementation of clause (a) above or (c) any agreement pursuant to the implementation of clause (a) or
clause (b) above with the United States Internal Revenue Service, the United States government or any
governmental or taxation authority in the United States.
"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided that, (a) if such day is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of one percent (1%)) charged to the Administrative Agent on
such day on such transactions as determined by the Administrative Agent.
"Fee Letters" means, collectively, (a) a fee letter dated September 6, 2016 between the Obligors
and the Mandated Lead Arranger and Sole Bookrunner and (b) any other fee letter entered into between
any of the Obligors and any Secured Creditor.
"Fiduciaria" has the meaning assigned to that term in the Concession Agreement.
"Financing Documents" means, collectively:
(a) each Acceptable Letter of Credit provided by, or on behalf of, any Credit Party pursuant
to any of the Financing Documents;
(b) each Direct Agreement;
(c) each Facility Agreement;
(d) each Fee Letter;
(e) each FX Hedge Agreement;
(f) each Insurance Subordination Agreement;
(g) the Intercreditor Agreement;
(h) each Interest Rate Hedge Agreement;
(i) each Note and each other promissory note issued in connection with any Facility
Agreement;
(j) the Offshore Collateral Agency Agreement;
(k) the Onshore Collateral Agency Agreement;
(l) each Security Document;

(m) the Sponsor Agreement;
(n) any other document, notice and certificate that the Intercreditor Agent or the
Administrative Agent and the Borrower or the Co-Obligor designate as a "Financing Document"; and
(o) all other documents, notices and certificates required to be delivered from time to time
under the Financing Documents listed above (other than the Peso Credit Agreement, the Liquidity Credit
Agreement and any promissory note issued under such Facility Agreement).
"Financing Obligations" means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Credit Party arising under any Financing Document (other than in connection with any
Acceptable Letter of Credit) or otherwise with respect to amounts owed to the Agents in connection with
the Financing Documents or otherwise with respect to any Senior Loan or any other facility granted
pursuant to the Financing Documents (other than in connection with any Acceptable Letter of Credit),
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising, and including interest and fees that accrue after the
commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.
"First Dollar Principal Payment Date" means April 30, 2021.
"First Peso Principal Payment Date" means the date on which the first principal payment of the
Peso Loans under the Peso Credit Agreement is due, which date is scheduled to occur on April 30, 2022.
"Fitch" means Fitch Ratings Ltd., or any successor thereto.
"Force Majeure Event" means any event or occurrence constituting "Fuerza Mayor" or "Caso
Fortuito" under the Concession Agreement or any other force majeure event or analogous occurrence
under any Material Project Document or Relevant Permit.
"Foreign Benefit Plan" means any plan, fund (including any superannuation fund) or other
similar program established or maintained outside the United States of America by a Credit Party with
respect to which such Credit Party has an obligation to contribute for the benefit of employees of such
Credit Party.
"Foreign Lender" means any Dollar Lender that is organized under the laws of a jurisdiction
other than that in which any Obligor is resident for tax purposes. For purposes of this definition, the United
States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
"FRB" means the Board of Governors of the Federal Reserve System of the United States.
"Functional Unit" has the meaning given to the term "Unidad Funcional" in the Concession
Agreement.
"Functional Unit Completion Deed" has the meaning given to the term "Acta de Terminación de
Unidad Funcional" in the Concession Agreement.

"FX Hedge Agreements" means the Hedge Agreements entered into, or to be entered into, by the
Obligors with any Qualified Hedge Provider that is:
(a) entered into to hedge the Obligors' foreign exchange exposure in accordance with Section
6.18 (Hedging Strategy);
(b) in respect of a Hedge referred to in paragraph (b) of the definition thereof; and
(c) based on the form of the ISDA 2002 Master Agreement, the Contrato Marco Local para
Instrumentos Financieros Derivados or otherwise in a form that is reasonably acceptable to the
Intercreditor Agent.
"Global Debt to Equity Ratio" means, as of any determination date, the result obtained by
dividing (a) the aggregate principal amount of the Senior Loans and the Liquidity Loans as at such date by
(b) the aggregate principal amount of the Senior Loans and the Liquidity Loans as at such date plus the
aggregate amount of Base Equity Contributions made as at such date.
"Governmental Authority" means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, arbitrator, agency or instrumentality or
political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any government or any court, in each case
whether associated with the federal, state, provincial or local governments of the United States, Colombia
or any other nation, state, foreign government or political subdivision thereof, in each case, having
jurisdiction over the matter or matters in question.
"Guarantee" means, as to any Person, any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable
or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation, (b) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or
other obligation of the payment or performance of such Indebtedness or other obligation, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity or level of income or
cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith. The term "Guarantee"
as a verb has a corresponding meaning.
"Hedge" means:
(a) any interest rate swap transaction (including any such transaction entered under and
pursuant to the ISDA 2002 Master Agreements), basis swap, forward rate transaction, interest rate option,
interest rate cap or other arrangement designed to protect against fluctuations in interest rates;
(b) any foreign exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option or other arrangement
designed to protect against fluctuations in foreign exchange rates;

(c) any commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, commodity or raw material futures or any other arrangement designed to protect
against fluctuations in raw material prices; or
(d) any other similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions entered into by the Co-Obligor or the
Obligors.
"Hedge Agreement" means any contract, instrument, agreement or other document executing a
Hedge, including any form of the ISDA 2002 Master Agreement, the schedule thereto and any
confirmation thereto.
"Hedging Strategy" means the hedging strategy set forth in Schedule 9 (Hedging Strategy)
hereof.
"IFC E&S Requirements" means, collectively, (a) the Performance Standards and (b) the EHS
Guidelines.
"IFRS" means the International Financial Reporting Standards promulgated by the International
Accounting Standards Board ("IASB") (which include standards and interpretations approved by the IASB
and International Accounting Standards issued under previous constitutions), together with its
pronouncements thereon from time to time, and applied on a consistent basis.
"Indebtedness" means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with the Accounting
Standards:
(a) all obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all direct or contingent obligations of such Person arising under letters of credit (including
standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Hedge Agreement;
(d) all obligations of such Person to pay the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business and, in each case, within ninety (90)
days of the date on which such trade account payable was created and that are not past due);
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed by such Person or is
limited in recourse;
(f) capital leases;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a
redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference; and
(h) Guarantees of such Person in respect of any of the foregoing;

provided that, for all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person.
"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to
any payment made by or on account of any obligation of the Obligors under any Financing Document
(other than the Peso Credit Agreement, the Liquidity Credit Agreement and any promissory note issued
under such Facility Agreement) and (b) to the extent not otherwise described in clause (a), Other Taxes.
"Indemnitee" has the meaning specified in Section 10.04(b) (Indemnification by the Obligors).
"Independent Engineer" means (a) Arup Latin America S.A., in its capacity as engineering
consultant of the Senior Lenders under the Financing Documents or (b) any replacement thereof appointed
by the Intercreditor Agent at the direction of the Required Lenders with the consent of the Co-Obligor (or,
if a Default has occurred and is continuing, appointed by the Intercreditor Agent at the direction of the
Required Lenders without the consent of the Co-Obligor).
"Indicators" has the meaning given to the term "Indicadores" in the Concession Agreement.
"Information" has the meaning specified in Section 10.07 (Treatment of Certain Information;
Confidentiality).
"Initial Base Equity Contributions" has the meaning assigned to that term in the Sponsor
Agreement.
"Initial Dollar Lenders" means, collectively, the institutions referred to in Schedule 1 (Initial
Dollar Lenders) hereof.
"Insurance Consultant" means (a) Marsh Mediadores de Seguros S.A., in its capacity as
insurance consultant of the Senior Lenders under the Financing Documents or (b) any replacement thereof
appointed by the Intercreditor Agent at the direction of the Required Lenders with the consent of the Co-
Obligor (or, if a Default has occurred and is continuing, appointed by the Intercreditor Agent at the
direction of the Required Lenders without the consent of the Co-Obligor).
"Insurance Policies" has the meaning assigned to that term in Section 6.07 (Insurance
Undertakings).
"Insurance Proceeds" means an amount equal to (a) any cash payments or proceeds received by
any Obligor (or any Agent, the Trustee or the Additional Trustee on behalf thereof) under (i) any Insurance
Policy (other than general liability, automobile, third-party liability, worker's compensation, employer's
liability or other insurance policies covering similar liabilities or losses) or (ii) the EPC Contractor
Insurance Policy, in each case, in respect of a covered loss thereunder with respect to an Event of Loss
minus (b) any reasonable and documented costs and expenses actually incurred by such Obligor in
connection with the collection, enforcement, negotiation, administration, adjustment or settlement of any
claims of such Obligor in connection therewith; provided that, any cash payments or proceeds received
under the EPC Contractor Insurance Policy in connection with the termination of the EPC Contract, shall
not be treated as Insurance Proceeds.
"Insurance Proceeds Account" has the meaning given to the term "Subcuenta Indemnizaciones
de Seguros" in the Additional Trust Agreement.

"Insurance Subordination Agreements" means each subordination agreement to be entered into
prior to the Closing Date among each of the insurance institutions providing "Garantías de Cumplimiento"
and the Onshore Collateral Agent, by means of which such insurance institutions subordinates any step-in
rights it may have under, or pursuant to, the Concession Agreement and/or applicable Law in favor of the
Secured Creditors.
"Intercreditor Agent" means the Person appointed as intercreditor agent pursuant to the terms of
the Intercreditor Agreement or any successor intercreditor agent appointed pursuant to the terms thereof.
"Intercreditor Agreement" means the Intercreditor Agreement to be entered into prior to the
Closing Date among, inter alios, the Obligors and the Secured Creditors.
"Interest Payment Date" means April 30 and October 31 of each year; provided that, if such
date is not a Business Day, it shall be the immediately succeeding Business Day thereafter unless such
Business Day would fall in the next month, in which case such Interest Payment Date shall mean the
immediately preceding Business Day.
"Interest Period" means 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 Borrowing when it means the period beginning on the date
on which that Borrowing is made and ending on the day immediately before the next following Interest
Payment Date.
"Interest Rate Hedge Agreements" means the Hedge Agreements entered into, or to be entered
into, by the Obligors with any Qualified Hedge Provider that is:
(a) entered into to hedge the Obligors' interest rate exposure in accordance with Section 6.18
(Hedging Strategy);
(b) in respect of a Hedge referred to in paragraph (a) of the definition thereof; and
(c) based on the form of the ISDA 2002 Master Agreement or otherwise in a form that is
reasonably acceptable to the Intercreditor Agent.
"Interventor" has the meaning assigned to that term in the Concession Agreement.
"Investment" means, as to any Person at a particular time, without duplication, all of the
following:
(a) the acquisition (whether for cash, property of such Person, services or securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other
securities of any other Person or any agreement to make any such acquisition (including any "short sale"
or any other sale of any securities at a time when such securities are not owned by the Person entering into
such sale); and
(b) the making of any deposit with, or advance, loan or other extension of credit to, any other
Person (including the purchase of property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such Person, but excluding any such advance, loan or
extension of credit having a term not exceeding ninety (90) days representing the purchase price of
inventory or supplies sold in the ordinary course of business).

"IPC" means, with respect to any period, the Índice de Precios al Consumidor as calculated by
the Departamento Nacional de Estadística de Colombia in respect of or in effect for such period.
"Land Rights" has the meaning given to the term "Predios" in the Concession Agreement.
"Laws" means, collectively, with respect to any Person and its properties, all international,
foreign, federal, state and local published statutes, treaties, rules, guidelines (having the force of law),
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable published administrative orders, directed duties,
licenses, authorizations and permits of, and agreements with, any Governmental Authority (but excluding
the Concession Agreement), applicable to such Person or its properties.
"Legal Qualifications" means the qualifications as to matters of law, if any, set forth in the legal
opinions provided to the Dollar Lenders pursuant to Section 4.01(d) (Legal Opinions).
"Lender Insolvency Event" means that (a) a Dollar Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts
as they become due or makes a general assignment for the benefit of its creditors, (b) a Dollar Lender or
its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed
for such Dollar Lender or its Parent Company, or such Dollar Lender or its Parent Company has taken any
action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment
or (c) a Dollar Lender or its Parent Company become subject of a Bail-in Action.
"Lending Office" means, as to any Dollar Lender, the office or offices of such Dollar Lender
described as such on Schedule 20 (Certain Addresses for Notices) or the relevant Assignment and
Assumption, or such other office or offices as a Dollar Lender may from time to time notify to the Borrower
and the Administrative Agent.
"LIBOR" means, for any Interest Period, the rate per annum equal to the ICE Benchmark
Administration LIBOR Rate ("IBA LIBOR"), as published by Reuters (or other commercially available
source providing quotations of IBA LIBOR as designated by the Administrative Agent from time to time)
at approximately 11:00 a.m. (London time), two (2) Business Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period. If such rate is not available at such time for any reason, then "LIBOR"
for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate
at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Dollar Loan being made, and with a term equivalent to six (6) months, would
be offered by the Administrative Agent to major banks in the London interbank eurodollar market at their
request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the commencement of
such Interest Period. Notwithstanding the foregoing, if the interest rate for any Interest Period determined
pursuant to the foregoing provisions is less than zero (0), then LIBOR for such Interest Period shall be
zero (0).
"Liens" means any mortgage, pledge, hypothecation, assignment, assignment in trust or by way
of security deposit arrangement, encumbrance, lien (statutory or other), attachment lien, charge, trust
arrangement, garantía mobiliaria or preference, priority or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Liquidity Conditions" means, either:
(a) the Intercreditor Agent shall have received:
(i) a true, complete and correct copy of the Liquidity Credit Agreement, duly
executed and delivered by all parties thereto, which shall be:
(A) in full force and effect;
(B) (x) substantially on the terms set forth on Schedule 28 (Liquidity Facility
Main Terms and Conditions) or (y) on terms that, taken as a whole, are no less favorable to the Obligors
than those set forth under Schedule 28 (Liquidity Facility Main Terms and Conditions); and
(C) reasonably satisfactory to the Majority Senior Lenders;
(ii) evidence that the Liquidity Lenders have acceded to the Intercreditor Agreement
pursuant to the terms thereof;
(iii) an opinion of counsel from the Obligors in connection with the Liquidity Credit
Agreement in form and substance reasonably satisfactory to the Intercreditor Agent; and
(iv) a certificate signed by a Responsible Officer of the Co-Obligor certifying to each

Secured Creditor the satisfaction of the conditions set forth in paragraphs (i) and (ii) above; or
(b) the Onshore Collateral Agent shall have received Acceptable Letters of Credit (in addition
to any other Acceptable Letters of Credit required to be delivered by any Person pursuant to the terms and
conditions of the Financing Documents) denominated in Pesos with an aggregate face value at least equal
to COP290,000,000,000 (each such Acceptable Letter of Credit, a "Liquidity LC").
"Liquidity Credit Agreement" means the credit agreement with respect to the Liquidity Loans,
if any, entered into in accordance with paragraph (a) of the "Liquidity Conditions" definition among the
Obligors and the Liquidity Lenders, or if applicable, any replacement thereof entered into from time to
time in accordance with Section 7.19(c) (Voluntary Prepayments under the Peso Credit Agreement and
the Liquidity Credit Agreement; Cancellation of Commitments).
"Liquidity Debt Service" means all scheduled payments (whether or not actually paid) falling
due on account of principal of, and interest and other charges on, the Liquidity Loans.
"Liquidity Facility Long-Stop Date" means the date that is six (6) months prior to the Scheduled
Construction Completion Date.
"Liquidity LC" has the meaning set forth in paragraph (b) of the "Liquidity Conditions"
definition.
"Liquidity Lenders" means the financial institutions providing the Liquidity Loans pursuant to
the Liquidity Credit Agreement; provided that, on the date the Liquidity Credit Agreement is entered into
(or replaced in accordance with Section 7.19(c) (Voluntary Prepayments under the Peso Credit Agreement
and the Liquidity Credit Agreement; Cancellation of Commitments), such financial institutions shall meet
the minimum criteria set forth in Schedule 28 (Liquidity Facility Main Terms and Conditions).

"Liquidity Loan Cash Sweep Amount" means, as of any date of determination, the difference
(if a positive number) between (a) the then-outstanding principal and interest amount of the Liquidity
Loans as of such date of determination and (b) the Liquidity Loans Maximum Outstanding Amount as of
such date of determination.
"Liquidity Loans" means, collectively, each of the loans, if any, made by a Liquidity Lender to
either Obligor, subject to the terms and conditions of the Liquidity Credit Agreement.
"Liquidity Loans Maximum Outstanding Amount" means, as of any date of determination, the
amount obtained in accordance with Schedule 22 (Liquidity Facility Formulas) for purposes of calculating
the "Liquidity Loans Maximum Outstanding Amount" pursuant to the terms thereof.
"Lock-Up Amount" means an amount equal to one hundred percent (100%) of (a) the cash
amount standing to the credit of the Restricted Payments Account and (b) the market value of any
Permitted Investment made with funds deposited in the Restricted Payments Account, including any return
earned and received thereon, in each case, during the two (2) consecutive Calculation Periods referred to
in Section 2.03(b)(vi) (Mandatory Prepayments) that remains on deposit in the Restricted Payments
Account at the end of such period and after making the prepayment of the Liquidity Loans pursuant to
Section 6.24(a) (Prepayments under other Facility Agreements).
"Major Maintenance Expenses" means all costs and expenses incurred or to be incurred by the
Obligors relating to the regularly scheduled major maintenance, repair or overhaul of the Project in
accordance with Prudent Industry Practices that are budgeted in the then-current Construction Budget or
Major Maintenance Plan and Budget, as applicable; provided that, Major Maintenance Expenses shall
not include payments into or transfers required to be made to the Reserve Accounts in accordance with the
Additional Trust Agreement and the Master Trust Agreement.
"Major Maintenance Plan and Budget" has the meaning set forth in Section 6.23(e)
(Construction and Operation).
"Major Maintenance Reserve Account" has the meaning given to the term "Subcuenta de
Reserva de Mantenimiento Mayor" in the Additional Trust Agreement.
"Major Maintenance Reserve Account Required Balance" means, on and from the
Construction Completion Date, an amount equal to the projected amount of Major Maintenance Expenses
due, or projected to be due, on such date and during the period of twelve (12) months immediately
following such date of determination in accordance with the then-current Major Maintenance Plan and
Budget, as applicable.
"Majority Peso Lenders" shall have the meaning assigned to that term in the Intercreditor
Agreement.
"Majority Senior Lenders" shall have the meaning assigned to that term in the Intercreditor
Agreement.
"Mandated Lead Arranger and Sole Bookrunner" has the meaning assigned to that term in the
introductory paragraph hereof.
"Master Trust Agreement" means the Master Trust Agreement (Contrato de Fiducia Mercantil
Irrevocable de Administración, Fuente de Pago y Pago) dated as of October 31, 2014, among the Trustee
and the Co-Obligor.

"Material Adverse Effect" means a material adverse effect on:
(a) the business, properties, operations or financial condition of any Credit Party;
(b) the ability of (i) any Obligor, (ii) any Shareholder or (iii) at all times until the Sponsor
Release Date, any Sponsor to perform and comply with any of its payment obligations or other material
obligations under any Transaction Document to which it is a party;
(c) the ability of ANI or the EPC Contractor (or any Material Project Party to any
Replacement Material Project Document entered into in replacement of the EPC Contract) to perform and
comply with any of its material obligations under the Concession Agreement or the EPC Contract (or such
Replacement Material Project Document);
(d) the ability of any other Material Project Party to perform and comply with its material
obligations under the Material Project Documents to which it is a party in a manner that is prejudicial to
any Obligor's ability to comply with its payment or other material obligations under the Financing
Documents;
(e) the rights or remedies of any Dollar Lender under any Financing Document or the
Concession Agreement;
(f) the validity or perfection of the security interests granted under any Security Document;
or
(g) the validity or enforceability of any material provision of any Transaction Document.
"Material Project Documents" means, collectively:
(a) the Concession Agreement;
(b) the EPC Contract;
(c) each Replacement Material Project Document;
(d) each other document, contract or agreement entered into by any Obligor in connection
with the Project (but excluding the Financing Documents or any document entered into by any Obligor
that evidences Permitted Indebtedness incurred by such Obligor) under which any such Obligor is
reasonably expected to have aggregate obligations or liabilities in excess of fifteen billion Pesos
(COP15,000,000,000) (or the equivalent thereof in any other currency) or the breach or early termination
of which has, or could reasonably be expected to have, a Material Adverse Effect;
(e) all performance bonds, guarantees, other credit enhancement or liquidity instruments
issued or posted in respect of any of the foregoing; and
(f) any other document that the Intercreditor Agent and the Borrower or the Co-Obligor
designate as a "Material Project Document."
"Material Project Party" means, collectively:
(a) ANI;
(b) the EPC Contractor; and

(c) each other party to any other Material Project Document (other than the Obligors).
"Maturity Date" means April 30, 2030.
"Maximum Deficiency Amount" has the meaning assigned to that term in the Sponsor
Agreement.
"Minimum OPEX" shall have the meaning assigned to the term "OPEX Mínimo" in the Master
Trust Agreement.
"Minimum Projected Dollar DSCR" means, as of any date of determination, the lowest twelve
(12)-month Dollar Projected DSCR for any Principal Payment Date falling during the Remaining Dollar
Amortization Period.
"Minimum Projected Peso DSCR" means, as of any date of determination, the lowest twelve
(12)-month Peso Projected DSCR for any Principal Payment Date falling during the Remaining Peso
Amortization Period.
"Model Auditor" means (a) Ernst & Young, in its capacity as model auditor of the Senior Lenders
under the Financing Documents or (b) any replacement thereof appointed by the Intercreditor Agent at the
direction of the Required Lenders with the consent of the Co-Obligor (or, if a Default has occurred and is
continuing, appointed by the Intercreditor Agent at the direction of the Required Lenders without the
consent of the Co-Obligor).
"Moody's" means Moody's Investors Services, Inc., or any successor thereto.
"Multiemployer Plan" means a "multiemployer plan" (as defined in Section 4001(a)(3) of

ERISA) to which any Credit Party or ERISA Affiliate has an obligation to contribute or with respect to
which any Credit Party or ERISA Affiliate may incur any liability.
"New Dollar Lender" has the meaning specified in Section 10.06(b) (Assignments by Dollar
Lenders).
"Note" means, collectively, each (a) Completed Note and (b) Blank Note.
"Notice of Borrowing" means each written notice pursuant to which the Borrower requests a
Borrowing, which shall be substantially in the form of Exhibit B (Form of Notice of Borrowing) hereof.
"O&M Budget" has the meaning set forth in Section 6.23(d) (Construction and Operation).
"O&M Expenses" means, collectively and without duplication, (a) expenses incurred by either
Obligor in connection with the administration, operation and maintenance of the Project in accordance
with the Material Project Documents (to the extent applicable), Prudent Industry Practices and applicable
Law, (b) direct operating and maintenance costs of the Project payable by either Obligor, (c) insurance
premiums or deductibles payable by either Obligor, (d) property, sales, franchise, income and any other
taxes payable by either Obligor, (e) costs and fees incurred by either Obligor in connection with obtaining
and maintaining in effect the Authorizations required in connection with the Project, (f) legal, accounting
and other professional fees incurred in the ordinary course of business in connection with the Project
payable by either Obligor, (g) the reasonable costs of enforcement of the Transaction Documents,
including the fees and expenses (including reasonable attorney costs and court costs) and other amounts
due and payable under the Financing Documents, in each case not constituting Dollar Debt Service, Peso

Debt Service, Liquidity Debt Service or amounts owed under any Hedge Agreement, and excluding all
other payments in respect of Permitted Indebtedness and (h) all other costs and expenses included in the
then-applicable O&M Budget; provided that, O&M Expenses shall not include (i) payments into or
transfers required to be made to the Reserve Accounts in accordance with the Additional Trust Agreement
and the Master Trust Agreement, (ii) all cases of non-cash charges, including depreciation or obsolescence
charges or reserves thereof, amortization of intangibles or other bookkeeping entries of a similar nature,
(iii) charges for the payment or amortization of principal of, or interest or other amounts in respect of, any
Indebtedness of either Obligor, but excluding any such amounts in respect of the Permitted Indebtedness
described in clauses (f), (g) and (h) of the definition of Permitted Indebtedness other than any such
Indebtedness in respect of the Existing Credit Facility, (iv) any Restricted Payment, (v) amounts relating
to capital expenditures, other than those included as capital expenditures in the then-applicable O&M
Budget, (vi) any items properly chargeable under the Accounting Standards to fixed capital accounts or
(vii) Major Maintenance Expenses.
"O&M Reserve Account" has the meaning given to the term "Subcuenta de Reserva de O&M"
in the Additional Trust Agreement.
"O&M Reserve Account Required Balance" means, on and from the Construction Completion
Date, an amount equal to the projected amount of O&M Expenses due, or projected to be due, on such
date or during the period of three (3) months immediately following such date of determination in
accordance with the then-current O&M Budget, as applicable.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of,
any Credit Party arising under any Financing Document (other than the Peso Credit Agreement, the
Liquidity Credit Agreement, any promissory note issued under such Facility Agreement and any
Acceptable Letter of Credit) or otherwise with respect to any Dollar Loan, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or
hereafter arising, and including interest and fees that accrue after the commencement by or against any
Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person
as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding.
"Obligations Release Date" means the date on which (a) the Obligations have been
unconditionally and indefeasibly discharged and paid in full and (b) no amount of the Dollar Loans remains
available for disbursement by any Dollar Lender in accordance with the terms hereof.
"Obligors" has the meaning assigned to that term in the introductory paragraph hereto.
"Obras Complementarias" has the meaning assigned to that term in the Concession Agreement.
"Obras Menores" means those works described under Clause 19.1 of the "Parte General" of the
"Obras Voluntarias" has the meaning assigned to that term in the Concession Agreement.
"Offshore Account Bank" means the offshore account bank under the Offshore Accounts
Security Agreement.
"Offshore Accounts Security Agreement" means the Offshore Accounts Security Agreement to
be entered into prior to the Closing Date among the Obligors, the Additional Trust, the Offshore Account
Bank, the Intercreditor Agent and the Offshore Collateral Agent.

"Offshore Collateral Agency Agreement" means the Offshore Collateral Agency Agreement to
be entered into prior to the Closing Date among the Obligors, the Intercreditor Agent and the Offshore
Collateral Agent.
"Offshore Collateral Agent" means the Person appointed as offshore collateral agent pursuant to
the terms of the Offshore Collateral Agency Agreement or any successor offshore collateral agent
appointed pursuant to the terms thereof.
"Onshore Accounts Control Agreement" means the "Contrato de Control sobre la Subcuenta
de Desembolsos Bloqueados del Crédito en Dólares" to be entered into prior to the Closing Date among
the Borrower, the Onshore Collateral Agent and Bancolombia S.A.
"Onshore Collateral Agency Agreement" means the Onshore Collateral Agency Agreement to
be entered into prior to the Closing Date among the Obligors, the Intercreditor Agent and the Onshore
Collateral Agent.
"Onshore Collateral Agent" means the Person appointed as onshore collateral agent pursuant to
the terms of the Onshore Collateral Agency Agreement or any successor onshore collateral agent appointed
pursuant to the terms thereof.
"Organization Documents" means (a) with respect to the Co-Obligor, its estatutos (by-laws), (b)
with respect to the Borrower, the Master Trust Agreement, (c) with respect to any corporation, the
certificate or articles of incorporation and the by-laws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction), (d) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement and (e) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity.
"Other Connection Taxes" means, with respect to any recipient of any payment under this
Agreement, Taxes imposed as a result of a present or former connection between such recipient and the
jurisdiction imposing such Tax (other than connections arising from such recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, or engaged in any other transaction pursuant to or enforcing any
Financing Document, or sold or assigned an interest in any Dollar Loan or Financing Document).
"Other Taxes" means all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with
respect to, any Financing Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06(b) (Replacement
of Dollar Lenders)).
"PAGA" means the Program for Adaptation to the Environmental Applicable Guidelines that is
required by Colombian Environmental Laws to be prepared by the Co-Obligor for certain activities related
to the Functional Units that are exempt from the requirement to obtain an Environmental License.

"Parent Company" means, with respect to a Dollar Lender, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Dollar Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Dollar Lender.
"Participant" has the meaning specified in Section 10.06(d) (Participations).
"Performance Standards" means IFC's Performance Standards on Social & Environmental

Sustainability, dated January 1, 2012, published at
http://www.ifc.org/wps/wcm/connect/115482804a0255db96fbffd1a5d13d27/PS_English_2012_Full-
Document.pdf?MOD=AJPERES copies of which have been received by the Obligors.
"Permitted Indebtedness" means, collectively:
(a) Indebtedness incurred under or pursuant to the Financing Documents;
(b) Subordinated Shareholder Loans;
(c) Indebtedness incurred to finance the acquisition of assets (including capital lease
obligations) or the payment of works, that are budgeted in the then-current Construction Budget, O&M
Budget or Major Maintenance Plan and Budget, as applicable, and that is either unsecured or secured by
the asset or work being financed;
(d) Indebtedness arising under surety bonds, performance bonds or similar instruments
incurred in the ordinary course of business (including all those required under the Concession Agreement
and applicable Law);
(e) purchase money obligations incurred to finance discrete items of equipment, machinery
or works forming part of the Project that are budgeted in the then-current Construction Budget, O&M
Budget or Major Maintenance Plan and Budget, as applicable;
(f) Indebtedness incurred under the Working Capital Facility Agreement; provided that,
such Indebtedness shall only be considered Permitted Indebtedness to the extent that:
(i) prior to, or concurrently with, the incurrence of such Indebtedness, the Working
Capital Facility Lenders have acceded to the Intercreditor Agreement; and
(ii) such Indebtedness is subordinated to the Financing Obligations and secured solely
by (and, other than as set forth in Section 4.02 (Application of Distribution Monies) of the Intercreditor
Agreement, its sole payment recourse is to):
(A) ANI Project Cost Overruns paid or reimbursed by ANI and deposited to
the Additional Trust, but only to the extent such payments or reimbursements are made prior to the
termination of the Concession Agreement; and
(B) payments effectively made by ANI to the Additional Trust in connection

with the value expressly recognized by ANI in the document referred to in Clause 7.2(d)(iii) of the
Concession Agreement and its accrued interest (if any), in each case, as part of the "OANI" component for
determining the applicable termination payment in the event of a termination of the Concession Agreement
as set forth therein, but only to the extent there are ANI Project Cost Overruns that remain outstanding
after the termination of the Concession Agreement;

(g) Indebtedness incurred under the Subordinated Additional Loans Credit Agreement;
provided that, such Indebtedness shall only be considered Permitted Indebtedness to the extent that:
(i) prior to, or concurrently with, the incurrence of such Indebtedness, the
Subordinated Additional Lenders have acceded to the Intercreditor Agreement;
(ii) such Indebtedness is fully subordinated to the Financing Obligations;
(iii) the Subordinated Additional Lenders have no recourse to any of the Obligors, any
of their assets or the Project, except for the proceeds related to the DR Payments; and
(iv) the Subordinated Additional Loans Credit Agreement shall be reasonably

satisfactory to, and approved by, all Senior Lenders; provided that, in the event no Dollar Lender objects
to the proposed terms and conditions of the Subordinated Additional Loans Credit Agreement within five
(5) Business Days after receipt by the Dollar Lenders of a written notice from the Co-Obligor requesting
their approval thereof (such request to be accompanied with a true, complete and correct copy of the
Subordinated Additional Loans Credit Agreement, as certified by a Responsible Officer of the Co-
Obligor), the Subordinated Additional Loans Credit Agreement shall be deemed to be in form and
substance satisfactory to, and approved by, all Dollar Lenders only if the Subordinated Additional Loans
Credit Agreement is substantially on the terms set forth on Schedule 29 (Subordinated Additional Facility
Main Terms and Conditions) hereof.
(h) Existing Indebtedness; provided that, any Indebtedness incurred under, or in connection
with, the Existing Credit Facility shall only be considered "Permitted Indebtedness" until the Closing Date;
provided that, any Indebtedness incurred under paragraphs (c) through (e) above shall not exceed,
collectively and in the aggregate, the equivalent of ten million Dollars ($10,000,000) (or the equivalent
thereof in any other currency) at any time.
"Permitted Investment" means, as to any Person:
(a) with respect to any Dollar-denominated Investments and Peso-denominated Investments

made with funds deposited in the Subcuenta Aportes ANI, the Subcuenta Recaudo Peaje, the Subcuenta
Interventoría y Supervisión, the Subcuenta de Soporte Contractual, Subcuenta Amigable Composición,
Subcuenta Excedentes ANI, the Subcuenta Ingresos por Explotación Comercial, the Subcuenta Obras
Menores, the Subcuenta Predios, the Subcuenta Compensaciones Ambientales or the Subcuenta Redes,
any Investment made in accordance with Clauses 3.14(c), (d), (f)(iii), (g)(iii) and (h)(iii) of the Concession
Agreement;
(b) with respect to any Dollar-denominated Investments (other than those referred to in
paragraph (a) above):
(i) direct obligations of the United States, or of any agency of the United States, or
obligations guaranteed as to principal and interest by the United States or any agency of the United States,
maturing in not more than three hundred sixty (360) days from the date of acquisition by such Person;
(ii) time deposits, certificates of deposit and banker's acceptances issued by any
Acceptable Bank maturing not more than six (6) months from the date of acquisition by such Person and
investments in funds substantially all the assets of which are composed of securities of the types described
herein;

(iii) commercial paper rated (on the date of acquisition by such Person) "A-1" or "P-
1" by S&P or Moody's, respectively, maturing in not more than two hundred and seventy (270) days from
the date of acquisition by such Person;
(iv) repurchase agreements fully secured by obligations described in paragraph (b)(i)

above with any Acceptable Bank with maturities not in excess of ninety (90) days; and
(v) United States Securities and Exchange Commission registered money market
mutual funds conforming to Rule 2a-7 of the Investment Company Act of 1940 (17 C.F.R. § 270.2a-7) in
effect in the United States, that invest primarily in securities of the types described in paragraph (b)(i)
above and repurchase obligations backed by those obligations;
(c) with respect to any Peso-denominated Investments (other than those referred to in
paragraph (a) above):
(i) securities issued or directly and fully guaranteed or insured by the government of
Colombia or any agency or instrumentality thereof having maturities of not more than six (6) months from
the date of acquisition by such Person;
(ii) time deposits, certificates of deposit and banker's acceptances of Acceptable

Banks and branches of Acceptable Banks in Colombia having maturities of not more than six (6) months
from the date of acquisition by such Person; and
(iii) Investments in funds substantially all the assets of which are composed of (A)
securities of the types described in paragraphs (c)(i) and (c)(ii) above or (B) Investments that have a
minimum S&P rating of at least "AAA" local or a rating equivalent thereto from Fitch or Moody's; and
(d) Existing Investments.
"Permitted Liens" means, collectively:
(a) Liens, pledges or deposits under workers' compensation, unemployment insurance or

other social security legislation;
(b) Liens imposed by any Governmental Authority for Taxes, assessments, charges or levies
that are not required to be paid under Section 6.04 (Payment of Taxes);
(c) mechanics', materialmens', construction and other similar Liens arising in the ordinary
course of business or in connection with the construction of the Project that either (i) are not overdue for
a period of more than one hundred twenty (120) days or (ii) are for amounts being contested in good faith
and by appropriate proceedings, so long as reserves for payment thereof have been made in such manner
and amount as required by the Accounting Standards;
(d) minor defects, easements, irregularities, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning
restrictions, licenses, restrictions on the use of property or imperfections in title that do not materially
interfere with the construction or operation of the Project and that could not reasonably be expected to
have a Material Adverse Effect;
(e) Liens created by or arising under the Financing Documents;

(f) judgment Liens mandatorily required by Law if the judgment secured by any such Lien is
being contested in good faith by appropriate proceedings, so long as reserves for payment thereof have
been made in such manner and amount as required by the Accounting Standards;
(g) Liens securing permitted obligations in respect of surety bonds, performance bonds or
similar instruments, to the extent such indebtedness is (i) Permitted Indebtedness and (ii) incurred in the
ordinary course of business;
(h) at all times prior to the Closing Date, the Existing Liens;
(i) Liens securing indebtedness permitted under paragraphs (c) and (e) of the definition of
Permitted Indebtedness; provided that, such liens extend solely to the assets acquired through secured or
purchased money financing (as applicable);
(j) Liens arising by operation of Law that do not materially interfere with the construction or
operation of the Project and that could not reasonably be expected to have a Material Adverse Effect;
(k) the naming of ANI as loss payee or additional insured under any insurance policies to the
extent required under the Concession Agreement;
(l) Liens created by or arising under Clause 3.14 of the Concession Agreement;
(m) Liens over the Land Rights that do not materially interfere with the construction or
operation of the Project or that could not reasonably be expected to have a Material Adverse Effect; and
(n) any extension, renewal or replacement (or successive extensions, renewals or

replacements) in whole or in part, of any Liens referred to in items (a) through (m) above.
"Person" means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.
"Peso" or "COP" means the lawful currency of Colombia.
"Peso Administrative Agent" means Cititrust Colombia S.A. Sociedad Fiduciaria in its capacity
as administrative agent for and on behalf of the Peso Lenders or any other Person appointed as
administrative agent for the Peso Lenders.
"Peso Credit Agreement" means the credit agreement to be entered into prior to the Closing Date
between the Obligors, the Peso Lenders and the Peso Administrative Agent.
"Peso Debt Service" means, for any period, the sum (without duplication) of all scheduled
payments (whether or not actually paid) falling due on account of principal of, and interest and other
charges on, the Peso Loans.
"Peso Debt Service Reserve Account" has the meaning given to the term "Subcuenta de Reserva
de Servicio de la Deuda en Pesos" in the Additional Trust Agreement.
"Peso Debt Service Reserve Account Required Balance" has the meaning given to the term
"Saldo Requerido para la Subcuenta de Reserva de Servicio de la Deuda en Pesos" in the Peso Credit
Agreement.
"Peso Debt Sizing Criteria" means a Minimum Projected Peso DSCR of not less than 1.30:1.00.

"Peso Facility Prepayment" has the meaning given to that term in Section 6.24 (Prepayments
under other Facility Agreements).
"Peso Facility Prepayment Amount" has the meaning given to that term in Section 6.24
(Prepayments under other Facility Agreements).
"Peso Historical DSCR" means, as of any date of determination and for any Calculation Period
(a) (i) the Theoretical ANI Traffic Revenues for such period minus any Discounts and
Deductions applied in respect thereof for such Calculation Period, plus (ii) the amount of Peso-
denominated ANI Contributions paid to the Obligors during such Calculation Period minus any Discounts
and Deductions applied in respect thereof for such Calculation Period, minus (iii) any O&M Expenses
payable by the Obligors during such Calculation Period pursuant to the O&M Budget applicable during
such Calculation Period, minus (iv) any Major Maintenance Expenses payable by the Obligors during such
Calculation Period pursuant to the Major Maintenance Plan and Budget applicable during such Calculation
Period, minus (v) to the extent applicable and without duplication with the O&M Expenses referred to in
(iii) above or the Major Maintenance Expenses referred to in (iv) above, all Project Costs payable by the
Obligors during such Calculation Period applicable pursuant to the Construction Budget or O&M Budget,
as the case may be, applicable during such Calculation Period, minus (vi) any commitment fees in respect
of the Liquidity Loans actually paid by the Obligors during such Calculation Period, plus or minus, as the
case may be, (vii) the amount of actual changes in the Obligors' working capital, excluding any DR
Payments actually received by the Obligors, in each case during such Calculation Period, plus (viii) the
amount of any Equity Cure Proceeds received by either Obligor during such Calculation Period; to
(b) any Peso Debt Service for such Calculation Period.
"Peso Lenders" means the financial institutions providing the Peso Loans pursuant to the Peso
Credit Agreement.
"Peso Loans" means, collectively, each of the loans made by a Peso Lender to either Obligor,
subject to the terms and conditions of the Peso Credit Agreement.
"Peso Projected DSCR" means, as of any date of determination and for any Calculation Period
(a) (i) the Theoretical ANI Traffic Revenues minus any projected Deductions in respect
thereof, in each case for such period as set forth in the Base Case Model, plus (ii) the amount of all Peso-
denominated ANI Contributions projected to be received by the Obligors minus any projected Deductions
in respect thereof in each case for such period as set forth in the Base Case Model, minus (iii) all O&M
Expenses projected to be incurred by the Obligors for such period as set forth in the then-current O&M
Budget, minus (iv) all Major Maintenance Expenses projected to be incurred by the Obligors for such
period as set forth in the then-current Major Maintenance Plan and Budget, minus (v) to the extent
applicable and without duplication with the O&M Expenses referred to in (iii) above or the Major
Maintenance Expenses referred to in (iv) above, all Project Costs projected to be incurred by the Obligors
for such period as set forth in the then-current Construction Budget, minus (vi) any commitment fees in
respect of the Liquidity Loans and the Subordinated Additional Loans projected to be paid by the Obligors
in such period as set forth in the then-current Base Case Model, plus or minus, as the case may be, (vii)
the amount of changes in Obligors' working capital, excluding any projected DR Payments, projected for
such period as set forth in the Base Case Model; to

(b) the Peso Debt Service projected for such period as set forth in the Base Case Model.
"Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of
which the Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.
"Plan de Obras" has the meaning assigned to that term in the Concession Agreement.
"Prime Rate" means the rate of interest from time to time announced by the Administrative Agent
at the principal office as its prime commercial lending rate. Such rate is set by the Administrative Agent
as a general reference rate of interest, taking into account such factors as the Administrative Agent may
deem appropriate, it being understood that many of the Administrative Agent's commercial or other loans
are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any
customer and that the Administrative Agent may make various commercial or other loans at rates of
interest having no relationship to such rate.
"Principal Payment Dates" means each date on which the principal amount of a Dollar Loan
shall be repaid as set forth in Schedule 5 (Repayment Schedule) hereof; provided that, if any such date is
not a Business Day, it shall be the immediately succeeding Business Day thereafter unless such Business
Day would fall in the next month, in which case such Principal Payment Date shall mean the immediately
preceding Business Day.
"Project" means the development, design, construction, improvement, rehabilitation, operation

and maintenance of the "Concesión Autopista Conexión Pacífico 2" toll-road project in the Republic of
Colombia, and its ancillary facilities, as further described in Schedule 7 (Project Description) hereof.
"Project Accounts" means all accounts and sub-accounts opened under the Master Trust
Agreement and the Additional Trust Agreement.
"Project Completion Date" means the date on which each of the following conditions has been
satisfied:
(a) the Construction Completion Date shall have occurred;
(b) no Default shall have occurred and be continuing;
(c) the Co-Obligor shall have paid all of its obligations then due and payable under the
Material Project Documents other than those that are being contested in good faith and with respect to
which the Co-Obligor has made adequate reserves in accordance with the Accounting Standards;
(d) there are no outstanding claims or fines made by any contractor (including the EPC
Contractor) or ANI against either Obligor, other than monetary claims against either Obligor (i) by the
EPC Contractor in respect of which the Co-Obligor has initiated a corresponding claim against ANI under
the Concession Agreement (and only to the extent the EPC Contractor's sole recourse for payment in
respect of such claims is the amounts payable by ANI in connection with such claim) or (ii) that are being
contested in good faith and with respect to which the Co-Obligor has set aside adequate reserves
reasonably satisfactory to the Required Lenders;
(e) the Environmental Consultant shall have delivered a certificate to the Intercreditor Agent
certifying to each Secured Creditor that the Project is in compliance (i) in all respects with the requirements

set forth in Section 6.21 (Environmental Requirements; Equator Principles) and (ii) in all material respects
with the environmental and social requirements (A) of the Concession Agreement and (B) set forth under
applicable Law;
(f) the Co-Obligor shall have delivered to the Intercreditor Agent a certificate signed by a
Responsible Officer of the EPC Contractor certifying to each Secured Creditor that (i) it has no outstanding
claims against either Obligor under the EPC Contract, other than those monetary claims specifically
referred to in paragraph (d) above and (ii) it has irrevocably waived and abandoned all claims arising out
of or in connection with the EPC Contract, other than those monetary claims specifically referred to in
paragraph (d) above; and
(g) the Co-Obligor shall have delivered to the Intercreditor Agent a certificate signed by a
Responsible Officer of the Co-Obligor certifying to each Secured Creditor the satisfaction of the conditions
set forth in paragraphs (a) through (d) above.
"Project Costs" means, without duplication, all costs and expenses to design, finance, engineer,
acquire, construct, commission and complete the Project, including (without duplication): (a) all costs
incurred by the Obligors to design, construct, commission and complete the Project, including all costs
incurred under the EPC Contract and those relating to the Project under the other Material Project
Documents, including all sums payable under the EPC Contract or those relating to the Project under the
other Material Project Documents that accrue prior to the Project Completion Date but are expected to
become payable thereafter, the funding of upfront fees, advisors' fees and initial working capital as set
forth in the Base Case Model and all fees, expenses and other amounts owing to the Agents, (b) all O&M
Expenses and Major Maintenance Expenses, royalties and Taxes incurred by the Obligors in connection
with the Project accruing, in each case, prior to the Project Completion Date, (c) Development Costs, (d)
amounts required to fund Reserve Accounts, (e) any periodic payments which are due and payable to a
Qualified Hedge Provider that is a party to an FX Hedge Agreement or an Interest Rate Hedge Agreement
on a scheduling netting date under the relevant FX Hedge Agreement or Interest Rate Hedge Agreement
(as applicable), but excluding any termination payments thereunder, (f) all amounts required to be
deposited by the Obligors to each of the Subcuenta Predios, Subcuenta Redes, Subcuenta Compensaciones
Ambientales, Subcuenta Interventoría y Supervisión, Subcuenta de Soporte Contractual and Subcuenta de
Amigable Composición pursuant to the terms of the Concession Agreement and (g) all amounts required
to be deposited by the Obligors to each of the Subcuenta Predios, Subcuenta Redes and Subcuenta
Compensaciones Ambientales pursuant to the terms of the EPC Contract.
"Prudent Industry Practices" means those practices, methods, equipment, specifications and
standards of safety and performance that are (a) commonly used in Colombia by toll-road operators
performing design, engineering, construction, operation, rehabilitation or maintenance services on
facilities of the type and size comparable to the Project developed in connection with the Colombian
"Cuarta Generación" concession program and (b) in the exercise of reasonable judgment and in light of
facts known at the time, commonly considered good, safe and prudent practices in Colombia in connection
with the design, construction, operation, rehabilitation, maintenance and use of toll-roads developed in
connection with the Colombian "Cuarta Generación" concession program with commensurate standards
of safety, performance, dependability, efficiency and economy. Prudent Industry Practices are not
intended to be limited in the optimum practice or method to the exclusion of all others, but rather to include
reasonable and prudent practices and methods in light of the circumstances.
"Qualified Expropriation Event" means any condemnation, nationalization, seizure or

expropriation of any property or other assets of any Obligor or of any capital stock of the Co-Obligor, or
any action by which any Governmental Authority assumes custody or control of such property or other
assets or of the business or operations of such Obligor or of the capital stock of the Co-Obligor, or takes

any action for the dissolution or disestablishment of such Obligor or any action that would prevent such
Obligor or its officers from carrying on all or a substantial part of its business or operations, including any
reorganization, liquidation or insolvency proceedings under Law 1116 of 2006 of Colombia.
"Qualified Hedge Providers" means, collectively:
(a) with respect to any Interest Rate Hedge Agreement: (i) any Dollar Lender and (ii) any
Affiliate thereof; and
(b) with respect to any FX Hedge Agreement: (i) any Senior Lender and (ii) any Affiliate
thereof.
"Qualified Lender" means (a) a Dollar Lender, (b) an Affiliate of a Dollar Lender, (c) any other
Person (other than a natural person) that: (i) is an insurance company, fund or other financial institution
involved in the activity of making or holding loans, (ii) is not an entity that (A) qualifies for a preferential
tax regime under Colombian Laws or (B) is, or which booking place is, located in a jurisdiction that
qualifies as a non-cooperative jurisdiction, a low-tax jurisdiction or a null-tax jurisdiction pursuant to
Colombian Laws or is otherwise located in a tax haven (paraíso fiscal) in accordance with Colombian
Law and (iii) has (A) a long-term senior unsecured indebtedness international rating of not less than "BBB-
" by S&P or Fitch or "Baa3" by Moody's or (B) if organized in Colombia, a long-term senior unsecured
indebtedness local rating of not less than "BBB-" (or the equivalent thereof by any rating agency approved
by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia)) by S&P or
Fitch or "Baa3" (or the equivalent thereof by any rating agency approved by the Colombian
Superintendence of Finance (Superintendencia Financiera de Colombia)) by Moody's or (d) any other
Person (other than a natural person) reasonably acceptable to the Co-Obligor and, at any time during the
Availability Period, the Required Lenders; provided that, notwithstanding the foregoing, "Qualified
Lender" shall not include any Obligor, any Shareholder, any Sponsor or any of its Affiliates or
Subsidiaries.
"Rate Determination Notice" has the meaning assigned to that term in Section 3.03 (Inability to
Determine Rates).
"Registro de Garantías Mobiliarias" has the meaning given to that term in Article 2 of Decree
400 of 2014 of Colombia.
"Reinvestment Period" has the meaning assigned to that term in Section 2.03(b)(ii)(B)
(Mandatory Prepayments).
"Reinvestment Plan" means with respect to any Expropriation Proceeds not exceeding five
million Dollars ($5,000,000) (or the equivalent thereof in any other currency), a plan for the reinvestment
of such Expropriation Proceeds in the Project.
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.
"Relevant Permits" means:
(a) each material Authorization from time to time necessary under applicable Law for the
legal use and occupancy of the Project and for the ownership, acquisition, design, construction,
engineering, operation, rehabilitation and maintenance of the Project in accordance with the Transaction
Documents; and

(b) each Authorization from time to time necessary under applicable Law for the execution,
delivery, validity, performance, binding effect, recordation or filing, enforceability or admissibility into
evidence of, and the transactions contemplated by and purposes intended in, the Transaction Documents.
"Remaining Dollar Amortization Period" means, as of any date of determination, the period
commencing on, and including, the first Principal Payment Date immediately following such date and
ending on the Maturity Date.
"Remaining Peso Amortization Period" means, as of any date of determination, the period
commencing on, and including, the first principal payment date of the Peso Loans immediately following
such date and ending on the maturity date of the Peso Loans.
"Replacement Material Project Document" means any contract or agreement relating to the
Project entered into by any Obligor, subsequent to the Effective Date, in replacement of a Material Project
Document that has terms and conditions that, taken as a whole, are no less favorable to the Obligors or the
Secured Creditors than those of the Material Project Document being replaced and which is otherwise in
form and substance reasonably satisfactory to the Required Lenders.
"Replacement Period" has the meaning given to that term in Section 2.03(b)(v) (Mandatory
Prepayments).
"Required Balances" means, as applicable, (a) with respect to the Dollar Debt Service Reserve
Account, the Dollar Debt Service Reserve Account Required Balance, (b) with respect to the Major
Maintenance Reserve Account, the Major Maintenance Reserve Account Required Balance, (c) with
respect to the O&M Reserve Account, the O&M Reserve Account Required Balance and (d) with respect
to the Peso Debt Service Reserve Account, the Peso Debt Service Reserve Account Required Balance.
"Required Base Equity Contributions" has the meaning assigned to that term in the Sponsor
Agreement.
"Required Lenders" has the meaning given to that term in the Intercreditor Agreement; provided
that, at all times until the Intercreditor Agreement becomes effective, "Required Lenders" shall mean all
Dollar Lenders.
"Reserve Accounts" means, collectively, (a) the Dollar Debt Service Reserve Account, (b) the
Major Maintenance Reserve Account, (c) the O&M Reserve Account and (d) the Peso Debt Service
Reserve Account.
"Responsible Officer" means (a) with respect to any Person (other than the Borrower or a Person
that is a natural Person), the legal representative, chief executive officer, president, chief financial officer,
treasurer or comptroller of such Person and any other officer of such Person with responsibility for the
administration of the relevant portion of the Transaction Documents to which such Person is a party, (b)
with respect to the Borrower, the legal representative of the Trustee and (c) with respect to a Person that
is a natural Person, such Person; provided that, any Transaction Document or document delivered
thereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party
and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.
"Restoration Period" has the meaning given to that term in Section 2.03(b)(i) (Mandatory
Prepayments).

"Restoration Plan" means, with respect to any Insurance Proceeds in an amount equal to, or in
excess of, five million Dollars ($5,000,000) (or the equivalent thereof in any other currency) but less than
fifteen million Dollars ($15,000,000) (or the equivalent thereof in any other currency), a plan for the
application of such Insurance Proceeds to repair, restore or replace, or otherwise make good, any loss or
damage caused by the Event of Loss giving rise to such Insurance Proceeds, which plan shall include a
schedule for the application of such Insurance Proceeds.
"Restricted Payment" means:
(a) any payment of any dividend (in cash or in kind), or any cash distribution or any other
distribution on the Equity Interests in the Co-Obligor;
(b) any redemption, reduction, retirement, purchase or other acquisition of, directly or
indirectly, any Equity Interests in the Co-Obligor (or of any options or warrants issued by the Co-Obligor
with respect to its Equity Interests);
(c) any payment of principal of, or interest on, any Subordinated Shareholder Loan, including
any fee or any other payment under, or in connection with, any Subordinated Shareholder Loan;
(d) any payment of principal of, or interest on, any other loans made to the Co-Obligor by the
Borrower, any Shareholder or any Sponsor, including any fee or any other payments under, or in
connection with, any such loans; and
(e) any other payment or loan to any Affiliate of the Co-Obligor, other than payments under
the EPC Contract (but excluding bonuses or similar payments thereunder, which shall be treated as
Restricted Payments).
"Restricted Payment Date" means the date on which a Restricted Payment is made.
"Restricted Payments Account" has the meaning given to the term "Subcuenta de Pagos
Restringidos" in the Additional Trust Agreement.
"Restricted Payments Certificate" means a certificate signed by a Responsible Officer of the

Co-Obligor substantially in the form attached hereto as Exhibit C (Form of Restricted Payments
Certificate).
"Retribución" has the meaning assigned to that term in the Concession Agreement.
"Revenues Account" has the meaning given to the term "Subcuenta Recaudo Peaje" in the
Additional Trust Agreement.
"Revisor Fiscal" means an accounting firm appointed by the Co-Obligor in accordance with the
requirements of Clause 4.5(aa)(5) of the Concession Agreement.
"S&P" means Standard & Poor's Financial Services LLC, a wholly owned subsidiary of The
McGraw Hill Companies, Inc., or any successor thereto.
"Sanctioned Country" means, at any time, a country or territory that is, or whose government is,
the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, territory
or government (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

"Sanctioned Person" means, at any time, any Person with whom dealings are restricted or
prohibited under Sanctions, including (a) any Person listed in any Sanctions-related list of designated
Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S.
Department of the Treasury ("OFAC"), the U.S. Department of State or the U.S. Department of
Commerce), the United Nations Security Council, the European Union or any of its member states or Her
Majesty's Treasury of the United Kingdom ("UK HMT"), (b) any Person located, organized or resident
in, or any governmental entity or governmental instrumentality of, a Sanctioned Country or (c) any Person
fifty percent (50%) or more directly or indirectly owned by, or controlled by or acting on behalf of, any
Person described in clauses (a) or (b) hereof.
"Sanctions" means economic or financial sanctions or trade embargoes enacted, imposed,

administered or enforced from time to time by (a) the U.S. government, including those administered by
OFAC, the U.S. Department of State or the U.S. Department of Commerce, (b) the United Nations Security
Council, (c) the European Union or any of its member states or (d) the UK HMT.
"Scheduled Construction Completion Date" means October 31, 2020.
"Secured Creditors" means, collectively, (a) each Dollar Lender, (b), each Peso Lender, (c) each
Liquidity Lender, but only to the extent such Liquidity Lender is a party to, or has acceded to, the
Intercreditor Agreement, (d) each Qualified Hedge Provider party to an Interest Rate Hedge Agreement or
an FX Hedge Agreement, but only to the extent such Qualified Hedge Provider shall have been a party to,
or acceded to, the Intercreditor Agreement, (e) each Working Capital Facility Lender, but only to the extent
such Working Capital Facility Lender shall have been a party to, or acceded to, the Intercreditor
Agreement, (f) each Subordinated Additional Lender, but only to the extent such Subordinated Additional
Lender is a party to, or has acceded to, the Intercreditor Agreement and (g) each Agent.
"Secured Creditors Release Date" shall have the meaning assigned to that term in the
Intercreditor Agreement.
"Security" means the Liens or other security interests created by or pursuant to, or purported to
be created by or pursuant to, the Security Documents to secure, inter alia, all Obligations.
"Security Documents" means, collectively:
(a) the Additional Trust Agreement;
(b) the Commercial Establishment Pledge Agreement;
(c) the Concession Agreement Contractual Rights Pledge Agreement;
(d) the Conditional Assignment of the Additional Trust Agreement;
(e) the Conditional Assignment of the EPC Contract;
(f) the Conditional Assignment of the Master Trust Agreement;
(g) the Contractual Rights Pledge Agreement;
(h) the Master Trust Agreement;
(i) the Offshore Accounts Security Agreement;

(j) the Onshore Accounts Control Agreement;
(k) the Share Pledge Agreement;
(l) the Special Assignment of Consideration Notices;
(m) the Subordinated Loan Pledge Agreement;
(n) the Trust Rights Pledge Agreement;
(o) any acknowledgements and consents required in relation to the granting of any Security;
and
(p) any other document evidencing or creating Security in favor of the Secured Creditors or
otherwise designated as a "Security Document" by the Intercreditor Agent and the Obligors.
"Senior Credit Agreements" means, collectively, (a) this Agreement and (b) the Peso Credit
Agreement.
"Senior Lenders" means, collectively, (a) the Dollar Lenders and (b) the Peso Lenders.
"Senior Loans" means, collectively, (a) the Dollar Loans and (b) the Peso Loans.
"Shareholders" has the meaning given to that term in the Sponsor Agreement.
"Shareholders Agreement" means the shareholders agreement in connection with the Project and
the Co-Obligor, to be entered into prior to the Closing Date among the Shareholders.
"Share Pledge Agreement" means the share pledge agreement to be entered into prior to the
Closing Date among the Shareholders, the Co-Obligor and the Onshore Collateral Agent.
"Solvent" means, with respect to any entity and its subsidiaries on a particular date, that on such
date (a) the fair value of the property of such entity and its subsidiaries on a consolidated basis is greater
than the total amount of liabilities, including contingent liabilities, of such entity and its subsidiaries on a
consolidated basis, (b) the present fair salable value of the assets of such entity and its subsidiaries on a
consolidated basis is not less than the amount that shall be required to pay the probable liability of such
entity and its subsidiaries on a consolidated basis on its debts as they become absolute and matured,
(c) such entity does not intend to, and does not believe that it or its subsidiaries will, incur debts or
liabilities beyond the ability of such entity and its subsidiaries to pay such debts and liabilities as the same
mature, and (d) such entity and its subsidiaries, on a consolidated basis, are not engaged in business or
transactions, and such entity and its subsidiaries on a consolidated basis are not about to engage in business
or transactions, for which the property of such entity and its subsidiaries on a consolidated basis would
constitute an unreasonably small capital.
"Special Assignment of Consideration Notices" means the notices to be provided under the
financial appendix 2 of the Concession Agreement by means of which the Co-Obligor assigns to the
Additional Trust all of its cash flows under the Concession Agreement, including all ANI Contributions,
toll revenues, commercial exploitation revenues, DR Payments and any termination payments thereunder.
"Sponsors" has the meaning given to that term in the Sponsor Agreement.

"Sponsor Agreement" means the Sponsor Agreement to be entered into prior to the Closing Date
among the Obligors, the Sponsors, the Shareholders, the Intercreditor Agent, the Offshore Collateral Agent
and the Onshore Collateral Agent.
"Sponsor Release Date" has the meaning given to that term in the Sponsor Agreement.
"Subcuenta Amigable Composición" has the meaning assigned to that term in the Concession
Agreement.
"Subcuenta Aportes ANI" has the meaning assigned to that term in the Concession Agreement.
"Subcuenta Compensaciones Ambientales" has the meaning assigned to that term in the
"Subcuenta de Soporte Contractual" has the meaning assigned to that term in the Concession
Agreement.
"Subcuenta Excedentes ANI" has the meaning assigned to that term in the Concession
Agreement.
"Subcuenta Ingresos por Explotación Comercial" has the meaning assigned to that term in the
"Subcuenta Interventoría y Supervisión" has the meaning assigned to that term in the
"Subcuenta Obras Menores" has the meaning assigned to that term in the Concession
Agreement.
"Subcuenta Predios" has the meaning assigned to that term in the Concession Agreement.
"Subcuenta Recaudo Peaje" has the meaning assigned to that term in the Concession Agreement.
"Subcuenta Redes" has the meaning assigned to that term in the Concession Agreement.
"Subordinated Additional Lenders" means the financial institutions providing the Subordinated
Additional Loans pursuant to the Subordinated Additional Loans Credit Agreement.
"Subordinated Additional Loans" means, collectively, each of the loans, if any, made by a
Subordinated Additional Lender to either Obligor, subject to the terms and conditions of the Subordinated
Additional Loans Credit Agreement.
"Subordinated Additional Loans Credit Agreement" means the credit agreement with respect
to the Subordinated Additional Loans, if any, among the Obligors and the Subordinated Additional
Lenders.
"Subordinated Loan Pledge Agreement" means the pledge agreement to be entered into prior to
the Closing Date among the Obligors, the Shareholders and the Onshore Collateral Agent by means of
which the promissory notes issued by the Co-Obligor in favor of the Shareholders pursuant to the
Subordinated Shareholder Loans are endorsed in favor of the Onshore Collateral Agent and the
subordinated credit rights under the Subordinated Shareholder Loans are pledged in favor of the Onshore
Collateral Agent.

"Subordinated Shareholder Loan" has the meaning given to that term in the Sponsor
Agreement.
"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability

company or other business entity of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing bodies (other than securities or
interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties thereto.
"Termination Payment Amount" means any amount payable by ANI as a result of the
termination of the Concession Agreement pursuant to the terms thereof.
"Termination Payment to Net Senior Debt Ratio" means, as of any date of determination, the
ratio of:
(a) the Termination Payment Amount as of such date plus the outstanding amount of any
Base Equity Support LCs as of such date; to
(b) the outstanding amount of Senior Loans as of such date.
"Theoretical ANI Traffic Revenues" means, for any period, the amount of projected Traffic
Revenues for such period as set forth as the "Teórico ANI Cálculos SDG" in the Base Case Model.
"Total Commitments" means the Commitments of all the Dollar Lenders.
"Total Loss Event" means the destruction, damaging, impairment or loss of all or a substantial
portion of the assets of either Obligor or the Project, such that the then-remaining portion cannot be
practically used for the purpose intended.
"Traffic Consultant" means (a) Steer Davies Gleave, in its capacity as traffic consultant of the
Senior Lenders under the Financing Documents or (b) any replacement thereof appointed by the
Intercreditor Agent at the direction of the Required Lenders with the consent of the Co-Obligor (or, if a
Default has occurred and is continuing, appointed by the Intercreditor Agent at the direction of the
Required Lenders without the consent of the Co-Obligor).
"Traffic Revenue" has the meaning assigned to the term "Recaudo de Peaje" under the
"Transaction Documents" means, collectively, (a) the Financing Documents and (b) the Material
Project Documents.
"TRM" means the official exchange rate (tasa de cambio representativa de mercado) to determine
the amount of Pesos equivalent to a Dollar, as daily calculated and certified by the Colombian
Superintendence of Finance (Superintendencia Financiera de Colombia), which is daily published in
www.superfinanciera.gov.co (or any successor website).

"Trust" means the patrimonio autónomo, established pursuant to the Master Trust Agreement.
"Trust Rights Pledge Agreement" means the pledge agreement over the Co-Obligor's trust rights
(derechos fiduciarios) under the Master Trust Agreement and the Additional Trust Agreement, to be
entered into prior to the Closing Date among the Co-Obligor and the Onshore Collateral Agent.
"Trustee" means Fiduciaria 4G, not in its individual capacity, but solely in its capacity as trustee
for the Borrower.
"United States" and "U.S." mean the United States of America.
"VPIP Ratio" means, as of any determination date, the result obtained in accordance with the
formula set forth in Schedule 22 (Liquidity Facility Formulas) for purposes of calculating the "VPIP Ratio"
pursuant to the terms thereof.
"Vulture Fund" means a hedge fund or private equity fund primarily involved in the activity of
purchasing securities in distressed investments.
"Working Capital Facility Agreement" means the working capital facility agreement to be
entered into between the Obligors and the Working Capital Facility Lenders, substantially on the terms set
forth in Schedule 23 (Working Capital Facility Agreement Main Terms and Conditions) or otherwise
reasonably satisfactory to the Required Lenders.
"Working Capital Facility Lenders" means the financial institutions providing the Working
Capital Facility Loans pursuant to the Working Capital Facility Agreement.
"Working Capital Facility Loans" means, collectively, each of the loans, if any, made by a
Working Capital Facility Lender to either Obligor, subject to the terms and conditions of the Working
Capital Facility Agreement, which proceeds are applied exclusively to fund ANI Project Cost Overruns,
fees, interests and other charges payable under the Working Capital Facility Agreement.
"Write-Down and Conversion Powers" means, with respect to any EEA Resolution Authority,
the write-down and conversion powers of such EEA Resolution Authority from time to time under the
Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule.
Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other
Financing Document, unless otherwise specified herein or in such other Financing Document:
(a) the definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed
to be followed by the phrase "without limitation." The word "will", shall be construed to have the same
meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document (including any Organization Document) shall
be construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein or in any other Financing Document), (ii) any reference herein to any
Person shall be construed to include such Person's successors and assigns and, with respect to any
Governmental Authority or ANI, any Person succeeding to the authority and functions of such
Governmental Authority or ANI, as the case may be, (iii) the words "herein," "hereof" and "hereunder,"

and words of similar import when used in any Financing Document, shall be construed to refer to such
Financing Document in its entirety and not to any particular provision thereof, (iv) all references in a
Financing Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, the Financing Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time and
(vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights;
(b) in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including," the words "to" and "until" each mean "to but
excluding," and the word "through" means "to and including";
(c) references to "days" shall be construed to refer to calendar days, unless the term
"Business Days" is used;
(d) article, section and subsection headings herein and in the other Financing
Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Financing Document;
(e) the phrase "to the Co-Obligor's knowledge" and phrases of similar import shall
be deemed to mean knowledge of, awareness of, or receipt of a written notice by any Responsible Officer
of such Person;
(f) references to the Administrative Agent shall be deemed to mean the

Administrative Agent acting in accordance with the instructions of the Required Lenders (acting through
the Intercreditor Agent) in accordance with the terms of Article IX (Administrative Agent) and the
Intercreditor Agreement;
(g) references to the Intercreditor Agent shall be deemed to mean the Intercreditor
Agent acting pursuant to the Intercreditor Agreement (and subject to the protections therein) in
accordance with the instructions of the Required Lenders;
(h) for all purposes under the Financing Documents and the Concession Agreement,
any Event of Default shall be deemed an "incumplimiento de las obligaciones financieras" as set forth in
Clause 3.12 of the Concession Agreement;
(i) references to the Concession Agreement shall be deemed to mean the

Concession Agreement as in effect as of the Effective Date or as otherwise amended with the prior written
consent of the Required Lenders acting in accordance with the Intercreditor Agreement;
(j) references to the Base Case Model shall be deemed to mean the then-current
Base Case Model as agreed between the Co-Obligor and the Required Lenders;
(k) references to amounts in Pesos shall be deemed to mean such amount as adjusted
by IPC; and

(l) any amount that is to be applied pro rata or ratably among the Senior Lenders
pursuant to the terms hereof, shall be determined by the Intercreditor Agent pursuant to the Intercreditor
Agreement based on the outstanding principal amount of all Senior Loans owed to the Senior Lenders.
Section 1.03. Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement which shall be prepared in conformity
with, the Accounting Standards, as in effect from time to time, applied in a manner consistent with that
used in preparing the financial statements referred to in Section 5.05(a) (Financial Statements; No
Material Adverse Effect), except as otherwise specifically prescribed herein.
(b) Changes in the Accounting Standards. If at any time any change in the
Accounting Standards would affect the computation of any financial ratio or requirement set forth in any
Financing Document, and either the Obligors or the Required Lenders shall so request, the Intercreditor
Agent (acting on behalf of and on the instructions of the Required Lenders) and the Obligors shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in the Accounting Standards (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with
the Accounting Standards prior to such change therein and (ii) the Obligors shall provide to the
Intercreditor Agent and the Dollar Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of
such ratio or requirement made before and after giving effect to such change in the Accounting Standards.
Section 1.04. Currency Conversion. All calculations under the Financing Documents, other
than the Intercreditor Agreement, that require the determination of the Dollar-equivalent of amounts
denominated in Pesos shall be preceded by all necessary currency conversions of Pesos into Dollars on
the relevant date of each such determination, as follows:
(a) with respect to any currency conversion required to be made in connection with
the determination of the Global Debt to Equity Ratio, such conversion to be made in accordance with
Schedule 25 (Global Debt to Equity Ratio Currency Conversion); and
(b) with respect to any other currency conversion required to be made in connection
with any other determination, such conversion shall be made based upon the Peso/Dollar spot exchange
rate determined by the Co-Obligor, the Administrative Agent or the Intercreditor Agent, as the case may
be, by reference to the TRM published at the close of business on the Business Day preceding the date of
determination.
ARTICLE II
THE COMMITMENTS
Section 2.01. Dollar Loans.
(a) Subject to the terms and conditions set forth herein, each Dollar Lender severally
and not jointly agrees to make term loans (each, a "Dollar Loan") to the Obligors in Dollars on any
Business Day during the Availability Period, in an aggregate principal amount not to exceed the amount
of such Dollar Lender's Commitment.

(b) Within the limits of each Dollar Lender's Commitment, and subject to the other
terms and conditions hereof, each Obligor (i) may borrow the Dollar Loans pursuant to this Section 2.01,
(ii) may prepay the Dollar Loans pursuant to Section 2.03(a) (Voluntary Prepayments) and (iii) shall
prepay the Dollar Loans pursuant to Section 2.03(b) (Mandatory Prepayments).
(c) Each Dollar Loan shall be made ratably in accordance with the Applicable
Percentage of each Dollar Lender.
(d) The proceeds of the Dollar Loans shall be used solely for the purposes set forth
in Section 6.11(a) (Use of Proceeds).
(e) No amount of any Dollar Loan that is repaid or prepaid shall be reborrowed.
(f) Any unused Commitment at the end of the Availability Period shall be
automatically cancelled.
Section 2.02. Borrowing of Dollar Loans.
(a) Each Borrowing shall be made upon the Borrower delivering a Notice of
Borrowing to the Administrative Agent; provided that, the Borrower's right to deliver a Notice of
Borrowing is subject to the receipt or waiver, prior to the delivery of such Notice of Borrowing, of the
following by the Administrative Agent, each in form and substance satisfactory to, or waived by, each
Dollar Lender (with respect to the Notice of Borrowing to be delivered for purposes of the Closing Date)
or the Required Lenders (with respect to each subsequent Notice of Borrowing):
(i) evidence that Base Equity Contributions have been made prior to the date
of such Notice of Borrowing, in accordance with the terms of the Sponsor Agreement, in an amount that
is necessary to ensure that the Global Debt to Equity Ratio does not exceed, and will not exceed as a result
of the requested Borrowing, 70:30; and
(ii) if the Required Base Equity Contributions have not been made in full
prior to the date of such Notice of Borrowing, true, correct and complete copies of each Base Equity
Support LCs required to be provided pursuant to the terms of the Sponsor Agreement, and each such Base
Equity Support LC shall have been duly executed and delivered and have become (or, as the case may be,
remain) in full force and effect, together with a certificate signed by a Responsible Officer of the Co-
Obligor certifying the foregoing.
(b) Each Notice of Borrowing shall be irrevocable and must be received by the
Administrative Agent not later than 9:00 a.m. (New York City time) five (5) Business Days prior to the
requested Borrowing Date. Each Notice of Borrowing must be appropriately completed and signed by a
Responsible Officer of each Obligor. Each Notice of Borrowing shall specify that the Borrower is
requesting a Dollar Loan, the requested Borrowing Date and the principal amount of the Dollar Loan to
be borrowed and shall provide a reasonably detailed description of the application of the proceeds of the
Dollar Loan to be borrowed and, to the extent such proceeds are applied in accordance with Section
6.11(a)(ii)(A) (Use of Proceeds), include true, complete and correct copies of all invoices or all other
documentary evidence of the Project Costs that are due and payable and/or that the Borrower anticipates
will be due and payable within three (3) months of such Borrowing (to the extent such invoices or
documentary evidence exist).
(c) Following receipt of a Notice of Borrowing, the Administrative Agent shall

promptly notify each Dollar Lender of the amount of its Applicable Percentage of the Dollar Loans

requested under such Notice of Borrowing. Each Dollar Lender shall make the amount of its Dollar Loan
available to the Administrative Agent in immediately available funds not later than 11:00 a.m. (New York
City time) on the Business Day specified in such Notice of Borrowing. The Administrative Agent shall
make all funds so received available to the Borrower in like funds as received by the Administrative
Agent by wire transfer of such funds (for the benefit of the Borrower) to the Dollar Disbursement Account
– Additional Trust or, in the case of the first Borrowing only to the Dollar Disbursement Account – Master
Trust or as otherwise set forth in the relevant Notice of Borrowing.
(d) The Borrower shall request Borrowings as follows:
(i) with respect to Borrowings to pay Project Costs pursuant to Section

6.11(a)(ii)(A) (Use of Proceeds), in a timely manner to ensure that such Borrowings are made in the
amounts and at the times specified in the Borrowing Schedule; provided that, if delays in the Project's
construction arise such that the Borrowing Schedule ceases to reflect the Obligors' need to fund current
Project Costs, the Obligors shall be entitled to update the amounts set forth in the then-current Borrowing
Schedule by delivering to the Intercreditor Agent, for the approval of the Required Lenders (such approval
not to be unreasonably withheld, delayed or conditioned, except where a Default has occurred and is
continuing), an updated Borrowing Schedule together with (A) a certificate signed by a Responsible
Officer of the Co-Obligor certifying to each Senior Lender that the amounts reflected in such updated
Borrowing Schedule are consistent with the Project Costs then due and payable and the Project Costs
projections set forth in the Base Case Model and the Construction Budget and (B) a certificate from the
Independent Engineer addressed to the Intercreditor Agent and each Senior Lender certifying the foregoing;
provided, further, that,
(A) in the event that the Required Lenders do not object to any such
proposed update within fifteen (15) Business Days after the Obligors submit the same to the Intercreditor
Agent together with each of the certificates referred to above, and to the extent only that no Default shall
have occurred and be continuing, the Required Lenders shall be deemed to have approved such updated
Borrowing Schedule; and
(B) notwithstanding anything to the contrary herein, any update or

amendment to any of the dates set forth in the Borrowing Schedule shall only be made with the prior
written consent of the Required Lenders; and
(ii) with respect to Borrowings to pay fees to the Dollar Lenders and/or
interest on the Dollar Loans pursuant to Sections 6.11(a)(ii)(B) or 6.11(a)(ii)(C) (Use of Proceeds), in a
timely manner to ensure that any fees payable to the Dollar Lenders and any interest on the Dollar Loans
that becomes due and payable during the Availability Period, is paid when due.
(e) Each Borrowing of the Dollar Loans (other than a Borrowing of the Dollar Loans
the proceeds of which are to be used solely to pay fees due and payable to the Dollar Lenders and/or
interest on the Dollar Loans in accordance with Sections 6.11(a)(ii)(B) or 6.11(a)(ii)(C) (Use of Proceeds))
shall be made in a principal amount of not less than ten million Dollars ($10,000,000) with integral
multiples of one million Dollars ($1,000,000) in excess thereof; provided that, if the amount available
for Borrowing under any such Dollar Loan is lower than the amount required hereunder the Borrower
may only request a Borrowing of such Dollar Loan in full.
(f) By making the amount of its Dollar Loan available to the Administrative Agent
on the relevant day, each Dollar Lender shall be deemed to have confirmed its satisfaction with the
fulfillment of the applicable conditions precedent set forth in Section 4.01 (Conditions to the First

Borrowing) and Section 4.02 (Conditions to Each Borrowing), as applicable for such Borrowing,
including the receipt by the Administrative Agent of a Notice of Borrowing.
Section 2.03. Prepayments.
(a) Voluntary Prepayments. Each of the Obligors may, upon written notice to the
Administrative Agent (with a copy to the Intercreditor Agent), at any time and from time to time after the
end of the Availability Period, voluntarily prepay the Dollar Loans in whole or in part without premium
or penalty; provided that, (i) such written notice must be received by the Administrative Agent and the
Intercreditor Agent not later than 9:00 a.m. (New York City time) five (5) Business Days prior to any
date of such prepayment, (ii) any such prepayment shall be in a principal amount of two million Dollars
($2,000,000) or a whole multiple of one million Dollars ($1,000,000) in excess thereof or, if less, the
entire principal amount thereof then outstanding and (iii) in the event that the Obligors revoke such notice
of prepayment in writing prior to the date of such prepayment, the Obligors shall pay to the Administrative
Agent any breakage costs incurred by any Dollar Lender as a result thereof on the date such prepayment
would have occurred as specified in the relevant notice of prepayment. Each such notice shall specify
the date and amount of such prepayment. The Administrative Agent shall promptly notify each Dollar
Lender of its receipt of each such notice and of the amount of such Dollar Lender's Applicable Percentage
of such prepayment. If such notice is given by any Obligor, the Obligors shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein,
unless the Obligors have revoked such notice in writing prior to the date of such prepayment.
(b) Mandatory Prepayments. Each of the Obligors shall upon receipt by it, or on
its behalf, or, to its knowledge, by any Agent, the Trustee, the Additional Trustee, any Shareholder or any
Sponsor, as applicable, of any of the amounts described below, promptly notify each of the Administrative
Agent and the Intercreditor Agent in writing of such receipt (to the extent applicable), promptly obtain
(and use reasonable efforts to cause any Shareholder and Sponsor, as applicable, to obtain) any
Authorizations necessary with respect to any prepayment required to be made and apply (and use
reasonable efforts to cause any Shareholder and Sponsor to apply) the amounts described below to prepay
the Senior Loans as follows, unless the Concession Agreement or any applicable Law expressly provides
that no such amount may be applied towards such prepayment:
(i) upon receipt by any Obligor (or any Agent, the Trustee or the Additional
Trustee on behalf thereof) of any Insurance Proceeds, the Obligors shall apply (or cause to be applied)
such proceeds to prepay the Senior Loans, either (at the election of the Obligors) on the first Principal
Payment Date or the first Interest Payment Date occurring after the receipt thereof; provided that:
(A) following any event for which any such Obligor receives
Insurance Proceeds in an amount of less than five million Dollars ($5,000,000) (or the equivalent thereof
in any other currency), such Insurance Proceeds shall not be required to be applied to prepay the Senior
Loans and shall be released to such Obligor from the Insurance Proceeds Account and deposited in the
Revenues Account, unless such Insurance Proceeds are necessary to repair, restore or replace or otherwise
make good, any loss or damage caused by the Event of Loss giving rise to such Insurance Proceeds, in
which case, the Co-Obligor shall use such Insurance Proceeds to effect such repair, restoration or
replacement as promptly as practicable;
(B) following any event for which any such Obligor receives
Insurance Proceeds in an amount equal to, or in excess of, five million Dollars ($5,000,000) (or the
equivalent thereof in any other currency) but less than fifteen million Dollars ($15,000,000) (or the
equivalent thereof in any other currency), the Obligors may deliver a Restoration Plan to the Intercreditor
Agent no later than forty-five (45) days from the occurrence of such event and such Restoration Plan shall

be accompanied with a certificate from the Independent Engineer confirming that such Restoration Plan
is reasonably designed to achieve the repair, restoration and replacement described therein within the
Restoration Period (as defined below); provided, further, that, if, after review and consultation
concerning the proposed Restoration Plan, the Obligors and the Independent Engineer require additional
time to deliver such Restoration Plan accompanied by such certificate, the Obligors shall be entitled to
deliver the same promptly and in any event no later than thirty (30) days from the termination of such
forty-five (45)-day period;
(C) in the case of paragraph (B) above, if such Restoration Plan is

delivered to the Intercreditor Agent, together with the certificate of the Independent Engineer referred to
above prior to the relevant date referred to in paragraph (B) above, the Insurance Proceeds referred to in
paragraph (B) above shall not be required to be applied to prepay the Senior Loans to the extent they are
applied in accordance with such Restoration Plan and in accordance with the schedule set forth therein
(the period for applying such proceeds set forth in such Restoration Plan, the "Restoration Period");
provided, further, that, if such proceeds are not applied in full in accordance with such Restoration Plan
within the Restoration Period, the Obligors shall apply such proceeds, or the portion of such proceeds not
so applied, to prepay the Senior Loans, either (at the election of the Obligors) on the first Principal Payment
Date or the first Interest Payment Date after the expiration of the Restoration Period; and
(D) within fifteen (15) days of completing the implementation of

such Restoration Plan, the Obligors shall deliver to the Intercreditor Agent a certificate signed by a
Responsible Officer of the Co-Obligor certifying to each Secured Creditor that all such Insurance Proceeds
were applied in accordance with the Restoration Plan delivered to the Intercreditor Agent pursuant to
paragraph (B) above;
(ii) upon receipt by any Obligor, Sponsor or Shareholder, or any of its

respective Affiliates (or any Agent, the Trustee or the Additional Trustee on behalf thereof) of any
Expropriation Proceeds, the Obligors shall apply (and shall use reasonable efforts to cause each
Shareholder and Sponsor and each such Person's Affiliates receiving any such proceeds to apply) such
proceeds to prepay the Senior Loans, either (at the election of the Obligors) on the first Principal Payment
Date or the first Interest Payment Date occurring after the receipt thereof; provided that:
(A) following a Qualified Expropriation Event for which any such

Person receives Expropriation Proceeds in an amount not exceeding five million Dollars ($5,000,000) (or
the equivalent thereof in any other currency), the Obligors may deliver a Reinvestment Plan to the
Intercreditor Agent no later than thirty (30) days from the occurrence of such event and such Reinvestment
Plan shall be accompanied with a certificate from the Independent Engineer confirming that such
Reinvestment Plan is satisfactory to it;
(B) if such Reinvestment Plan is delivered to the Intercreditor Agent

prior to the date referred to in clause (A) above, the Expropriation Proceeds shall not be required to be
applied to prepay the Senior Loans to the extent they are applied in accordance with such Reinvestment
Plan within one-hundred and twenty (120) days after receipt of such proceeds (such period, the
"Reinvestment Period"); provided, further, that, if such Expropriation Proceeds are not applied in full
in accordance with such Reinvestment Plan within the Reinvestment Period, the Obligors shall apply such
proceeds, or the portion of such proceeds not so applied, (and shall use reasonable efforts to cause any
other Credit Party to apply such proceeds) to prepay the Senior Loans either (at the election of the Obligors)
on the first Principal Payment Date or the first Interest Payment Date after the expiration of the
Reinvestment Period;

(C) within fifteen (15) days of completing the implementation of
such Reinvestment Plan, the Co-Obligor shall deliver to the Intercreditor Agent a certificate signed by a
Responsible Officer of the Co-Obligor certifying to each Secured Creditor that all such Expropriation
Proceeds were applied in accordance with the Reinvestment Plan delivered to the Intercreditor Agent
pursuant to clause (A) above;
(iii) upon receipt by either Obligor (or any Agent, the Trustee or the
Additional Trustee on behalf thereof) of any payments or compensation:
(A) from any source in respect of the termination or revocation of the

Concession Agreement, including any restitution payment or other type of indemnification resulting from
the Concession Agreement; or
(B) pursuant to the Concession Agreement for purposes of restoring

the economic equilibrium thereof with respect to any Project Costs that were financed or paid with the
proceeds of any of the Senior Loans;
the Obligors shall apply (or cause to be applied) such proceeds to prepay the Senior Loans, either (at the
election of the Obligors) on the first Principal Payment Date or the first Interest Payment Date occurring
after the receipt thereof;
(iv) upon the receipt by either Obligor (or any Agent, the Trustee or the
Additional Trustee) of any payments or compensation from any source in respect of the termination of any
Material Project Document (other than the Concession Agreement), including the "cláusula penal" set
forth in the EPC Contract or any other Material Project Document (or in any Replacement Material Project
Document entered into in replacement of any such Material Project Document) or any amounts under the
EPC Contractor Insurance Policy in connection with the termination of the EPC Contract, the Obligors
shall apply (or cause to be applied) such proceeds to prepay the Senior Loans, either (at the election of the
Obligors) on the first Principal Payment Date or the first Interest Payment Date occurring after the receipt
thereof; provided that, such proceeds shall not be required to be applied to prepay the Senior Loans to
the extent such Material Project Document is replaced with a Replacement Material Project Document in
accordance with Section 7.10(e) (Material Project Documents);
(v) upon receipt by either Obligor (or any Agent, the Trustee or the
Additional Trustee) of proceeds from any Disposition under Section 7.05 (Dispositions) that are equal to
or exceed (A) three million Dollars ($3,000,000) (or the equivalent thereof in any other currency) on an
individual basis or (B) five million Dollars ($5,000,000) (or the equivalent thereof in any other currency)
in the aggregate in any twelve (12)-month period, in each case, that are not otherwise applied to replace
the assets Disposed within thirty (30) days after receipt of such proceeds (the "Replacement Period")
with new or refurbished assets of equal or greater value, the Obligors shall apply (or cause to be applied)
such proceeds to prepay the Senior Loans, either (at the election of the Obligors) on the first Principal
Payment Date or the first Interest Payment Date occurring after the expiration of the Replacement Period;
(vi) subject to Section 6.24(a) (Prepayments under other Facility

Agreements), if no Restricted Payment has been made for two (2) consecutive Calculation Periods due to
the Obligors' failure to satisfy the condition set forth in Section 7.06(e) (Restricted Payments), the Obligors
shall apply, and cause to be applied, the Lock-Up Amount to prepay the Senior Loans, either (at the
election of the Obligors) on the first Principal Payment Date or the first Interest Payment Date after the
expiration of such Calculation Period; and

(vii) if at any time an Equity Cure Right is exercised, the Obligors shall apply,
and cause to be applied, any Equity Cure Proceeds received by any such Obligor to prepay the Senior
Loans, either (at the election of the Obligors) on the Principal Payment Date or the first Interest Payment
Date following the date such Equity Cure Right is exercised.
(c) Conditions of Prepayments.
(i) Any prepayment of a Dollar Loan, including pursuant to Section 8.02

(Remedies Upon Event of Default), shall be accompanied by all accrued interest on the amount prepaid to
the date of prepayment, together with any additional amounts required to be paid pursuant to Section 3.05
(Compensation for Losses), breakage costs and any other amounts reasonably incurred by any Dollar
Lender and any Qualified Hedge Provider party to an Interest Rate Hedge Agreement or an FX Hedge
Agreement in connection with such prepayment.
(ii) Each prepayment of the Dollar Loans made pursuant to Section 2.03(a)
(Voluntary Prepayments) shall be made ratably among the Dollar Lenders based on the outstanding
principal of the Dollar Loans and applied to prepay all the outstanding installments of principal of the
Dollar Loans in inverse order of maturity or on a pro rata basis across all installments of the Dollar Loans
at the discretion of the Obligors, as specified by the Obligors in the notice referred to in Section 2.03(a)
(Voluntary Prepayments); provided that, if the Obligors fail to so notify the Administrative Agent in the
notice referred to in Section 2.03(a) (Voluntary Prepayments), it shall be deemed that the Obligors have
elected to apply such proceeds in inverse order of maturity; provided, further, that, to the extent that the
Obligors make any such prepayment of the Dollar Loans with the proceeds of the Dollar amount of ANI
Contributions (after any applicable Discounts and Deductions have been effectively applied against the
Co-Obligor pursuant to the Concession Agreement) corresponding to any calendar year that the Co-
Obligor has received prior to April 30th of the immediately subsequent calendar year, such prepayments
shall be applied in full to the immediately subsequent installments of the Dollar Loans.
(iii) Each prepayment of the Senior Loans made pursuant to Section 2.03(b)
(Mandatory Prepayments) (other than a prepayment made pursuant to Sections 2.03(b)(iii), 2.03(b)(v),
2.03(b)(vi) and 2.03(b)(vii) (Mandatory Prepayments)) shall be made ratably among the Senior Lenders
based on the outstanding principal of the Senior Loans, as applicable, and, with respect to the Dollar Loans
only, applied to prepay the outstanding installments of the Dollar Loans in inverse order of maturity.
(iv) Each prepayment of the Senior Loans made pursuant to Sections

2.03(b)(iii), 2.03(b)(vi) and 2.03(b)(vii) (Mandatory Prepayments) shall be made ratably among the Senior
Lenders based on the outstanding principal of the Senior Loans, as applicable, and, with respect to the
Dollar Loans only, applied to prepay the outstanding installments of the Dollar Loans on a pro rata basis
across all installments of the Dollar Loans.
(v) Each prepayment of the Senior Loans made pursuant to Section 2.03(b)(v)
(Mandatory Prepayments) shall be made ratably among the Senior Lenders based on the outstanding
principal of the Senior Loans, as applicable, and, with respect to the Dollar Loans only, applied to prepay
the outstanding installments of the Dollar Loans in inverse order of maturity or on a pro rata basis across
all installments of the Dollar Loans at the discretion of the Obligors, as specified by the Obligors in writing
to each of the Administrative Agent and the Intercreditor Agent; provided that, if the Obligors fail to so
notify such Agents within thirty (30) days after the expiration of the Replacement Period, it shall be
deemed that the Obligors have elected to apply such proceeds on a pro rata basis across all installments
of the Dollar Loans.

(vi) In connection with any prepayment by either Obligor pursuant to
Section 2.03 (Prepayments) or Section 3.02 (Illegality), the Obligors shall, concurrently with such
prepayment, first, cause a reduction in the notional amount under the Interest Rate Hedge Agreements
relating to the Dollar Loans (if any) to the extent needed to ensure compliance with Section 6.18 (Hedging
Strategy) and, then, pay any termination payments arising in connection therewith.
(vii) In connection with any prepayment by either Obligor pursuant to Section

2.03(b) (Mandatory Prepayments), the Obligors shall notify each of the Administrative Agent and the
Intercreditor Agent in writing whether such prepayment will be made on the first Principal Payment Date
or the first Interest Payment Date occurring after the relevant event (as applicable); provided that, if the
Obligors fail to so notify such Agents within thirty (30) days from the date on which the relevant event
giving rise to such prepayment occurred, the Obligors shall be deemed to have elected to make such
prepayment on the first Interest Payment Date occurring after such event.
Section 2.04. Repayment of Dollar Loans. The Obligors shall repay the Dollar Loans on each
of the Principal Payment Dates and in the installment amounts equal to the percentages of the aggregate
principal amount disbursed under the Dollar Loans as set forth in Schedule 5 (Repayment Schedule);
provided that, the entire outstanding amount of the Dollar Loans shall be repaid on the Maturity Date.
Section 2.05. Interest.
(a) Subject to the provisions of Section 2.05(b), each Dollar Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to LIBOR
for such Interest Period plus the Applicable Margin.
(b) If any amount of principal of or interest on any Dollar Loan or any other amount
payable by any Obligor under any Financing Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate.
Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and
payable upon demand.
(c) Interest on each Dollar Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder
shall be due and payable in accordance with the terms hereof before as well as after judgment, and before
as well as after the commencement of any proceeding under any Debtor Relief Law.
(d) The Administrative Agent shall promptly notify the Obligors and the Dollar
Lenders of the LIBOR rate applicable to any Interest Period for the Dollar Loans upon determination of
such rate.
Section 2.06. Fees.
(a) Commitment Fee. The Obligors shall pay to the Administrative Agent, for the
account of each Dollar Lender in accordance with its Applicable Percentage, a commitment fee (the
"Commitment Fee") on the daily average unused amount of such Dollar Lender's Commitment, at a rate
per annum equal to 1.00%. The Commitment Fee shall accrue at all times from the Effective Date until
the last day of the Availability Period. The Commitment Fee shall be payable in arrears on (i) each
Interest Payment Date and (ii) the last day of the Availability Period. Notwithstanding anything to the
contrary, if during such period a Dollar Lender becomes a Defaulting Lender, such Defaulting Lender
shall not be entitled to any fees that would otherwise accrue during such period pursuant to this

Section 2.06(a) for the benefit of such Defaulting Lender (without prejudice to the rights of the Dollar
Lenders other than Defaulting Lenders in respect of such fees).
(b) Other Fees. The Obligors shall pay to the Persons entitled thereto the fees
specified in the Fee Letters on the dates set forth therein.
Section 2.07. Computation of Interest and Fees.
(a) All computations of fees and interest payable to each Dollar Lender shall be
made on the basis of a three hundred sixty (360) day year and actual days elapsed; provided that, the
computation of the Alternative Base Rate shall be made on the basis of a three hundred sixty-five (365)
day/three hundred sixty-six (366) day year and actual days elapsed.
(b) Interest shall accrue on each Dollar Loan for the day on which the Dollar Loan
is made, and shall not accrue on a Dollar Loan, or any portion thereof, for the day on which the Dollar
Loan or such portion is paid; provided that, any Dollar Loan that is repaid on the same day on which it
is made shall bear interest for one (1) day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
Section 2.08. Evidence of Debt; Payments under Notes.
(a) The Dollar Loans made by each Dollar Lender shall be evidenced by one (1) or
more accounts or records maintained by such Dollar Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Dollar Lender shall be conclusive, absent manifest error, of the amount of the Dollar Loans made by the
Dollar Lenders to the Obligors and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Obligors hereunder to
pay any amount owing with respect to the Obligations owed to the Dollar Lenders.
(b) In addition to such accounts or records, each Dollar Loan of each Dollar Lender
shall be evidenced by (i) a separate Completed Note payable to the order of such Dollar Lender in a
principal amount equal to the principal amount of such Dollar Loan and (ii) a Blank Note payable to the
order of such Dollar Lender solely to document the payment of all fees, expenses and other charges due
and payable to such Dollar Lender by the Obligors under this Agreement or any other Financing
Document (but excluding any such amounts set forth in clause (i) above). In the event that any conflict
arises between the provisions of this Agreement and the terms of any Note, the provisions of this
Agreement shall be deemed to prevail.
(c) The issuance, execution and delivery of any Note pursuant to this Agreement
shall not be, or be construed as, a novation with respect to this Agreement or any other agreement between
any Dollar Lender and any of the Obligors and shall not limit, reduce or otherwise affect the obligations
of any Obligors under this Agreement, and the rights and claims of any Dollar Lender under any Note
shall not replace or supersede the rights and claims of the Dollar Lenders under this Agreement, all subject
to the remaining provisions of this Section 2.08.
(d) Notwithstanding anything to the contrary herein, the Obligors shall promptly
replace and issue new Notes upon the written certification of any Dollar Lender that its existing Notes
were lost or destroyed and upon such Dollar Lender providing an indemnity to the Obligors against any
loss or expense incurred, or to be incurred, by it with respect to such lost or destroyed Notes.

(e) Payment of the principal amount of any Completed Note shall pro tanto
discharge the obligation of the Obligors to repay that portion of the Dollar Loan to which such Completed
Note relates and payment of interest accrued on any Completed Note shall pro tanto discharge the
obligation of the Obligors to pay such amount of interest on that portion of the Dollar Loan to which such
Completed Note relates.
(f) Payment of the principal amount of any Dollar Loan shall pro tanto discharge
the obligation of the Obligors to repay the principal amount of the Completed Note relating to that portion
of the Dollar Loan to which such Completed Note relates and payment of interest accrued on any Dollar
Loan shall pro tanto discharge the obligation of the Obligors to pay such amount of interest in respect of
the Completed Note relating to the Dollar Loan to which such Completed Note relates.
Section 2.09. Payments Generally; Administrative Agent's Clawback.
(a) General. All payments to be made by any Obligor shall be made in Dollars
without deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Obligors hereunder shall be made to the Administrative Agent, for
the account of the respective Dollar Lenders to which such payment is owed, to the account designated
by the Administrative Agent for such purpose. Each payment of principal, interest, fees, indemnities,
taxes, costs and expenses hereunder shall be paid in the same currency as such payment of principal,
interest, fees, indemnities, taxes, costs and expenses is denominated or incurred. Any other amounts
hereunder (if any) shall be paid in Dollars. Each payment shall be made in immediately available funds
not later than 12:00 p.m. (New York City time) on the date specified herein. The Administrative Agent
shall promptly distribute to each Dollar Lender its Applicable Percentage (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to such Dollar Lender's
Lending Office. All payments received by the Administrative Agent after 12:00 p.m. (New York City
time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue. If any payment to be made by either Obligor shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.
(b) Currency Indemnity. Each Obligor shall indemnify the Administrative Agent
and each Dollar 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 Dollars for the Administrative
Agent, for the account of such Dollar Lender, or any place other than the account of the Administrative
Agent. Each Obligor shall, as a separate obligation, pay such additional amount to the Administrative
Agent and such Dollar Lender as is necessary to enable that Dollar Lender to receive, after conversion to
Dollars for that Dollar Lender at a market rate and transfer to that account, the full amount due to the
Administrative Agent or such Dollar Lender under this Agreement or any other Financing Document
(other than the Peso Credit Agreement, the Liquidity Credit Agreement and any promissory note issued
under such Facility Agreement) in Dollars.
(c) Funding by Dollar Lenders; Presumption by Administrative Agent. Unless

the Administrative Agent shall have received notice from a Dollar Lender prior to the requested
Borrowing Date that such Dollar Lender shall not make available to the Administrative Agent such Dollar
Lender's share of the Borrowing requested to be made on such Borrowing Date, the Administrative Agent
may assume that such Dollar Lender has made such share available on such date in accordance with
Section 2.02 (Borrowing of Dollar Loans) and may, in reliance upon such assumption, make available to
the Obligors a corresponding amount. In such event, if a Dollar Lender has not in fact made its share of
the Borrowing available to the Administrative Agent, then the applicable Dollar Lender and the Obligors
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in

immediately available funds with interest thereon, for each day from and including the date such amount
is made available to the Obligors to, but excluding, the date of payment to the Administrative Agent, at
(i) in the case of a payment to be made by such Dollar Lender, the greater of the Federal Funds Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation and (ii) in the case of a payment to be made by the Obligor, the interest specified in
Section 2.05 (Interest). If the Obligors and such Dollar Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Obligors the amount of such interest paid by the Obligors for such period. If such Dollar
Lender pays its share of the Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Dollar Lender's Dollar Loan included in the Borrowing. Any payment by the Obligors
shall be without prejudice to any claim the Obligors may have against a Dollar Lender that shall have
failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any
Dollar Lender or the Obligors with respect to any amount owing under this Section 2.09(c) shall be
conclusive, absent manifest error.
(d) Failure to Satisfy Conditions Precedent. If any Dollar Lender makes available
to the Administrative Agent funds for any Dollar Loan to be made by such Dollar Lender as provided in
the foregoing provisions of this Article II, and such funds have not been made available to the Obligors
by the Administrative Agent because the conditions precedent to the Borrowing set forth in Article IV
(Conditions Precedent to Borrowings) are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall, upon receipt of written notice of such failure from the related Dollar
Lender, promptly return such funds (in like funds as received from such Dollar Lender) to such Dollar
Lender, without interest.
(e) Obligations of Dollar Lenders Several. The obligations of the Dollar Lenders
hereunder to make Dollar Loans and to make payments pursuant to Section 10.04(c) (Reimbursement by
Dollar Lenders) are several and not joint. The failure of any Dollar Lender to make any Dollar Loan or
to make any payment under Section 10.04(c) (Reimbursement by Dollar Lenders) on any date required
hereunder shall not relieve any other Dollar Lender of its corresponding obligation to do so on such date,
and no Dollar Lender shall be responsible for the failure of any other Dollar Lender to so make its Dollar
Loan, to purchase its participation or to make its payment under Section 10.04(c) (Reimbursement by
Dollar Lenders).
(f) Funding Source. Nothing herein shall be deemed to obligate any Dollar Lender
to obtain the funds for any Dollar Loan in any particular place or manner or to constitute a representation
by any Dollar Lender that it has obtained or shall obtain the funds for any Dollar Loan in any particular
place or manner.
Section 2.10. Sharing of Payments by Dollar Lenders. If any Dollar Lender, by exercising
any right of setoff or counterclaim or otherwise, obtains payment in respect of any principal of or interest
on any of the Dollar Loans made by it resulting in such Dollar Lender's receiving payment of a
proportion of the aggregate amount of such Dollar Loans and accrued interest thereon greater than its
pro rata share thereof as provided herein or pursuant to the Intercreditor Agreement, then the Dollar
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and
(b) purchase (for cash at face value) participations in the Dollar Loans of the other Dollar Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared
by the Dollar Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Dollar Loans and other amounts owing them; provided that:

(i) if any such participations or subparticipations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section 2.10 shall not be construed to apply to
(A) any payment made by the Obligors pursuant to and in accordance with the express terms of this
Agreement or (B) any payment obtained by a Dollar Lender as consideration for the assignment of or sale
of a participation in any of its Dollar Loans to any assignee or participant, other than to the Obligors (as
to which the provisions of this Section 2.10 shall apply);
provided, further, that each of the Obligors consents to the foregoing and agrees that any Dollar
Lender acquiring a participation pursuant to the foregoing arrangements may, to the extent it may
effectively do so under applicable Law, exercise against each Obligor rights of setoff and counterclaim
with respect to such participation as fully as if such Dollar Lender were a direct creditor of each Obligor
in the amount of such participation.
Section 2.11. Obligors; Joint and Several Liability.
(a) Each Obligor irrevocably agrees that it shall be jointly and severally liable for
the payment, repayment and prepayment of all Obligations in full.
(b) The Borrower hereby appoints the Co-Obligor as its agent, attorney-in-fact and
representative for the purpose of (i) making any requests required or permitted under this Agreement or
any other Financing Document, (ii) the giving and receipt of notices by and to the Borrower under this
Agreement and any other Financing Document, (iii) the delivery of all documents, reports, financial
statements and written materials required to be delivered by the Borrower under this Agreement and any
other Financing Document and (iv) all other purposes incidental to any of the foregoing. The Borrower
hereby agrees that any action taken by the Co-Obligor as its agent, attorney-in-fact and representative
shall be binding upon the Borrower to the same extent as if directly taken by it.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01. Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of any Obligor hereunder or under any other Financing Document shall be made free and clear
of and without reduction or withholding for any Tax except as required by applicable Law. If any Obligor
or the Administrative Agent shall be required by applicable Law to deduct any Tax from such payments,
then (i) the Obligors or the Administrative Agent, as the case may be, shall make such deductions, (ii)
the Obligors or the Administrative Agent, as the case may be, shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable Law and (iii) if such Tax is an
Indemnified Tax, the sum payable by the Obligors shall be increased as necessary so that after making
such deductions (including deductions applicable to additional sums payable under this Section 3.01) the
Administrative Agent or Dollar Lender, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made. Notwithstanding the foregoing, and for the avoidance
of doubt, nothing herein shall be construed to obligate the Administrative Agent to determine the duties
or liabilities of an Obligor or any paying agent of an Obligor with respect to any deductions and/or
withholdings required by any Law or Governmental Authority outside the United States, or to pay any
such deductions or withholdings to any such Governmental Authority.

(b) Payment of Other Taxes by the Obligors. Without limiting the provisions of
Section 3.01(a) (Payments Free of Taxes), each of the Obligors shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Law.
(c) Indemnification by the Obligors. The Obligors shall indemnify the

Administrative Agent and each Dollar Lender, within ten (10) days after demand therefor, for the full
amount of any Indemnified Tax paid by the Administrative Agent or such Dollar Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of any Obligor hereunder or
under any other Financing Document (other than the Peso Credit Agreement, the Liquidity Credit
Agreement and any promissory note issued under such Facility Agreement) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Obligors by a Dollar Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Dollar Lender,
shall be conclusive absent manifest error.
(d) Evidence of Payments. As soon as practicable, but in any event within ten (10)
days after any payment of any withholding Taxes by any Obligor to a Governmental Authority in respect
of the interest or any other amounts paid on the Dollar Loans or any other Obligations due to the Dollar
Lenders, the Obligors shall deliver to the Administrative Agent the original or a certified copy of the
receipt issued by such Governmental Authority evidencing such payment and a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.
(e) Status of Dollar Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding Tax under the law of the jurisdiction in which any Obligor is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Financing Document (other than the Peso Credit Agreement, the Liquidity Credit
Agreement and any promissory note issued under such Facility Agreement), shall deliver to the Obligors
(with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably
requested by the Obligors or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Law as shall permit such payments to be made without
withholding or at a reduced rate of withholding (including at the Applicable Withholding Rate). In
addition, any Dollar Lender, if requested by the Obligors or the Administrative Agent, shall deliver such
other documentation prescribed by applicable Law or reasonably requested by the Obligors or the
Administrative Agent as shall enable the Obligors or the Administrative Agent to determine whether or
not such Dollar Lender is subject to backup withholding or information reporting requirements. Each
Foreign Lender agrees that upon reasonable request by the Obligors or the Administrative Agent, or
promptly following a change in facts that causes the contents of any form or certification previously
delivered by it to be inaccurate, it shall update such form or certificate. Notwithstanding anything to the
contrary in this Section 3.01(e), the completion, execution and submission of such documentation shall
not be required if in the Dollar Lender's reasonable judgment such completion, execution or submission
would subject such Dollar Lender to any unreimbursed cost or expense or would prejudice the legal or
commercial position of such Dollar Lender.
(f) Treatment of Certain Refunds. If any Dollar Lender or the Administrative

Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional
amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party

and without interest (other than any interest paid by the relevant Government Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is
required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this paragraph (f), in no event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject
to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed
and the indemnification payments or additional amounts with respect to such Tax had never been paid.
This clause shall not be construed to require any indemnified party to make available its Tax returns (or
any other information relating to its Taxes that it deems confidential) to the indemnifying party or any
other Person.
(g) Indemnity by Dollar Lenders. To the extent that the Obligors have not already
indemnified the Administrative Agent, each Dollar Lender shall indemnify the Administrative Agent,
within ten (10) days after written demand therefor, for (i) any Indemnified Taxes attributable to such
Dollar Lender, (ii) any Taxes attributable to such Dollar Lender's failure to comply with the provisions
of this Agreement relating to the granting of participations and (iii) any Excluded Taxes attributable to
such Dollar Lender, in each case, that are actually paid by the Administrative Agent in connection with
any Financing Document to which it is a party, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that, the Administrative Agent
(x) shall not pay any such Taxes unless required to do so pursuant to a final non-appealable judgment of
a court of competent jurisdiction and (y) shall notify in writing the applicable Dollar Lenders before any
such payment is made. A certificate as to the amount of such payment or liability delivered to any Dollar
Lender by the Administrative Agent together with a true, correct and complete copy of the corresponding
final non-appealable judgment setting forth the total amount of any such Taxes shall be conclusive absent
manifest error. Each Dollar Lender hereby authorizes the Administrative Agent to set off and apply any
and all amounts at any time owing to such Dollar Lender under any Financing Document or otherwise
payable by the Administrative Agent to such Dollar Lender from any other source against any amount
due to the Administrative Agent under this section.
Section 3.02. Illegality. If any Dollar Lender determines that any applicable Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Dollar Lender or
its applicable Lending Office to make, maintain or fund Dollar Loans, or to determine or charge interest
rates based upon LIBOR (as applicable to such Dollar Lender), or any Governmental Authority has
imposed material restrictions on the authority of such Dollar Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by such Dollar Lender to
the Obligors through the Administrative Agent, any obligation of such Dollar Lender to make Dollar
Loans shall be suspended until such Dollar Lender notifies the Administrative Agent and the Obligors
that the circumstances giving rise to such determination no longer exist. Subject to Section 3.06(b)
(Replacement of Dollar Lenders), upon receipt of such notice, the Obligors shall, upon demand from
such Dollar Lender (with a copy to the Administrative Agent), prepay all Dollar Loans of such Dollar
Lender that are affected and cannot be maintained as a result of such applicable Law, either on the last
day of the Interest Period therefor, if such Dollar Lender may lawfully continue to maintain such Dollar
Loans to such day, or if sooner, on the date on which such Dollar Lender may not lawfully continue to
maintain such Dollar Loans. Upon any such prepayment, the Obligors shall also pay accrued interest
on the amount so prepaid. Each Dollar Lender affected by such applicable Law agrees, if possible, to
maintain its Dollar Loan outstanding and charge interest on the basis of a rate per annum equal to the
Dollar Lender's cost of funds plus the Applicable Margin; provided that (i) no Dollar Lender shall have
any such obligation to the extent such Dollar Lender would be subject to an unreimbursed cost or any

other disadvantage and (ii) such maintenance of Dollar Loans by such Dollar Lender shall not prejudice
the Obligors' rights under Section 3.06(b) (Replacement of Dollar Lenders).
Section 3.03. Inability to Determine Rates. If, on or prior to the commencement of any
Interest Period:
(a) the Administrative Agent determines that adequate and reasonable means do not
exist for determining LIBOR for any requested Interest Period with respect to a proposed Dollar Loan;
or
(b) the Administrative Agent is advised by the Required Lenders that LIBOR for
any requested Interest Period with respect to a proposed Dollar Loan does not adequately and fairly reflect
the cost to such Dollar Lenders of funding such Dollar Loan;
then, the Administrative Agent shall promptly so notify the Obligors and each Dollar Lender (such
notice, the "Rate Determination Notice"). The Administrative Agent (acting on behalf and on the
instructions of the Required Lenders) and the Obligors shall have a period of thirty (30) days to mutually
agree on a new rate for such Dollar Loans. If, following the expiration of such period, no agreement on
such new rate has been reached between the Obligors and the Administrative Agent (acting on the
instructions of the Required Lenders) such Dollar Loans will accrue interest at a rate per annum equal to
the Alternative Base Rate in effect from time to time plus the Applicable Margin, until the date the
Administrative Agent (in the case of clause (b) above, at the direction of the Required Lenders) informs
the Obligors that the circumstances giving rise to such Rate Determination Notice have ceased to apply
and such substitute rate shall take effect from the beginning of such Interest Period for which such Rate
Determination Notice was sent.
Section 3.04. Increased Costs.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Dollar Lender;
(ii) subject any Dollar Lender to any cost of any kind whatsoever with respect
to this Agreement or any Dollar Loan made by it (other than Indemnified Taxes, Excluded Taxes, Other
Taxes and Taxes covered by Section 3.01 (Taxes)); or
(iii) impose on any Dollar Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or Dollar Loans made by such Dollar Lender;
and the result of any of the foregoing shall be to increase the cost to such Dollar Lender of making
or maintaining any Dollar Loan (or of maintaining its obligation to make any such Dollar Loan), or to
reduce the amount of any sum received or receivable by such Dollar Lender hereunder (whether of
principal, interest or any other amount) upon request of such Dollar Lender, the Obligors shall pay to such
Dollar Lender such additional amount or amounts to compensate such Dollar Lender for such additional
costs incurred or reduction suffered.
(b) Capital Requirements. If any Dollar Lender determines that any Change in
Law affecting such Dollar Lender or any Lending Office of such Dollar Lender or such Dollar Lender's
holding company, if any, regarding capital requirements, has or would have the effect of reducing the

rate of return on such Dollar Lender's capital or on the capital of such Dollar Lender's holding company,
if any, as a consequence of this Agreement or the Commitments of such Dollar Lender or the Dollar
Loans made by such Dollar Lender, to a level below that which such Dollar Lender or such Dollar
Lender's holding company could have achieved but for such Change in Law (taking into consideration
such Dollar Lender's policies and the policies of such Dollar Lender's holding company with respect to
capital adequacy), then from time to time the Obligors shall pay to such Dollar Lender such additional
amount or amounts as shall compensate such Dollar Lender or such Dollar Lender's holding company for
any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of a Dollar Lender setting forth

the amount or amounts necessary to compensate such Dollar Lender or its holding company and a
reasonable description of the events giving rise thereto (which description shall in no event contain any
disclosure of matters deemed by such Dollar Lender in good faith to be confidential or proprietary), as
the case may be, as specified in paragraphs (a) or (b) of this Section 3.04 and delivered to any of the
Obligors shall be conclusive, absent manifest error. The Obligors shall pay such Dollar Lender the
amount shown as due on any such certificate within ten (10) days after receipt thereof by any Obligor.
(d) Delay in Requests. Failure or delay on the part of any Dollar Lender to demand
compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of
such Dollar Lender's right to demand such compensation; provided that, the Obligors shall not be
required to compensate a Dollar Lender under this Section 3.04 for any increased costs referred to herein
incurred more than nine (9) months prior to the date such Dollar Lender notifies any of the Obligors of
such increased costs.
Section 3.05. Compensation for Losses. Upon demand of any Dollar Lender (with a copy to
the Administrative Agent) from time to time, the Obligors shall promptly compensate such Dollar
Lender for and hold such Dollar Lender harmless from any loss, cost or expense incurred by it as a result
of:
(a) any payment or prepayment of any Dollar Loan on a day other than an Interest
Payment Date (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise);
(b) any failure by any Obligor (for a reason other than the failure of such Dollar
Lender to make a Dollar Loan) to prepay or borrow any Dollar Loan on the date or in the amount notified
by the Obligor, including any failure by any Obligor to prepay any Dollar Loan due to a revocation of
any notice of prepayment pursuant to Section 2.03(a) (Voluntary Prepayments); or
(c) any assignment of a Dollar Loan on a day other than an Interest Payment Date
as a result of a request by the Obligors pursuant to Section 3.06(b) (Replacement of Dollar Lenders);
including (subject to the penultimate sentence of this Section 3.05) any loss, cost or expense
arising from the liquidation or reemployment of funds obtained by it to maintain such Dollar Loan or from
fees payable to terminate the deposits from which such funds were obtained. The Obligors shall also pay
any customary administrative fees charged by such Dollar Lender in connection with the foregoing. For
purposes of calculating amounts payable by the Obligors to the Dollar Lenders under this Section 3.05,
such loss, cost or expense incurred by any Dollar Lender shall be deemed to include an amount reasonably
determined by such Dollar Lender to be the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such Dollar Loan had any of the events listed in paragraphs (a) through
(c) above not occurred, at the LIBOR rate that would have been applicable to such Dollar Loan, for the
period from the date of such event to the last day of the then-current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for

such Dollar Loan), over (ii) the amount of interest that would accrue on such principal amount for such
period at the interest rate that such Dollar Lender would in good faith bid were it to bid, at the
commencement of such period, for Dollar deposits of a comparable amount and period from other banks
in the eurodollar market. A certificate of any Dollar Lender setting forth the calculation of any amount or
amounts that such Dollar Lender is entitled to receive pursuant to this Section 3.05 and a reasonable
description of the events giving rise thereto (which description shall in no event contain any disclosure of
matters deemed by such Dollar Lender in good faith to be confidential or proprietary) shall be delivered
to the Obligors and shall be conclusive, absent manifest error.
Section 3.06. Mitigation Obligations; Replacement of Dollar Lenders.
(a) Designation of a Different Lending Office. If any Dollar Lender requests

compensation under Section 3.04 (Increased Costs), or any Obligor is required to pay any additional
amount to any Dollar Lender or any Governmental Authority for the account of any Dollar Lender
pursuant to Section 3.01 (Taxes), or if any Dollar Lender gives a notice pursuant to Section 3.02
(Illegality), then such Dollar Lender shall use reasonable efforts to designate a different Lending Office
for funding or booking its Dollar Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such Dollar Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 (Taxes) or
Section 3.04 (Increased Costs), as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.02 (Illegality), as applicable and (ii) in each case, would not subject such Dollar
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Dollar
Lender. Each Obligor hereby agrees to pay all costs and expenses incurred by any Dollar Lender in
connection with any such designation or assignment.
(b) Replacement of Dollar Lenders. If any Dollar Lender requests compensation

under Section 3.04 (Increased Costs), or if any Obligor is required to pay any additional amount to any
Dollar Lender or any Governmental Authority for the account of any Dollar Lender pursuant to
Section 3.01 (Taxes), or if any Dollar Lender is a Defaulting Lender, or if any Dollar Lender gives a
notice pursuant to Section 3.02 (Illegality), then the Obligors may, at their sole expense and effort, upon
written notice to such Dollar Lender and the Administrative Agent, require such Dollar Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06 (Successors and Assigns)), all of its interests, rights and obligations
under this Agreement and the related Financing Documents to an assignee that shall assume such
obligations (which assignee may be another Dollar Lender, if a Dollar Lender accepts such assignment);
provided that:
(i) such Dollar Lender shall have received payment of an amount equal to
the outstanding principal of its Dollar Loans and funded participation hereunder, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Financing Documents (other
than the Peso Credit Agreement, the Liquidity Credit Agreement and any promissory note issued under
such Facility Agreement) (including any amounts under Section 3.05 (Compensation for Losses)) from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Obligors (in
the case of all other amounts);
(ii) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 (Increased Costs) or payments required to be made pursuant to
Section 3.01 (Taxes), such assignment shall result in a reduction in such compensation or payments
thereafter;
(iii) such assignment does not conflict with applicable Laws; and

(iv) in the case of any such assignment resulting from a notice given by a
Dollar Lender pursuant to Section 3.02 (Illegality), such assignment shall be completed no later than the
date when the Obligors would be otherwise obligated to prepay the affected Dollar Loans under Section
3.02 (Illegality);
provided, further, that, a Dollar Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Dollar Lender or otherwise, the circumstances
entitling the Obligors to require such assignment and delegation cease to apply.
Section 3.07. Survival. All of the Obligors' obligations under this Article III shall survive
termination of the Total Commitments and repayment of all other Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO BORROWINGS
Section 4.01. Conditions to the First Borrowing. The obligation of each Dollar Lender to
make its Dollar Loans available in connection with the first Borrowing hereunder is subject to the receipt
or waiver of the following by the Administrative Agent, each in form and substance satisfactory to each
Dollar Lender or otherwise waived by each Dollar Lender:
(a) Transaction Documents; Relevant Permits. A true, complete and correct copy
of:
(i) each Financing Document (other than the Liquidity Credit Agreement, to
the extent only the Liquidity Credit Agreement has not been entered into by all parties thereto by the
Closing Date), including an amendment to the Master Trust Agreement whereby the Trust is amended to
(A) become a security trust ("fideicomiso en garantía") and (B) include the Onshore Collateral Agent as a
party thereof;
(ii) each Material Project Document;
(iii) each Relevant Permit set forth in Part 1 (Relevant Permits required prior
to the Closing Date) of Schedule 8 (Permitting Schedule), and
(iv) the Shareholders Agreement,
in each case sufficient in number for distribution to the Administrative Agent and each Dollar Lender
(except for each Fee Letter between the Obligors and each Senior Lender or the Mandated Lead Arranger
and Sole Bookrunner, which shall only be distributed to the respective Senior Lender or Mandated Lead
Arranger and Sole Bookrunner party thereto), executed by the respective parties thereto, and each such
document shall have been duly executed and delivered and have become (or, as the case may be, remain)
in full force and effect, together with a certificate signed by a Responsible Officer of the Co-Obligor
substantially in the form attached hereto as Exhibit E (Form of Omnibus Certificate) certifying the
foregoing;
(b) Certificates of Incumbency. A certificate of incumbency and authority

substantially in the form attached hereto as Exhibit E (Form of Omnibus Certificate) signed by a
Responsible Officer of each Credit Party, certifying:

(i) the authenticity, validity and effectiveness of the resolutions to be
attached thereto of such Credit Party, if required, authorizing the transactions contemplated by the
Transaction Documents, the Shareholders Agreement, the Insurance Policies and, to the extent it is, or will
be, a signatory thereto, the Relevant Permits to which it is, or will be, a party; and
(ii) as to the incumbency of the Responsible Officers of such Credit Party

authorized to execute the Transaction Documents, the Shareholders Agreement, the Insurance Policies and,
to the extent it is, or will be, a signatory thereto, the Relevant Permits to which it is, or will be, a party and
including specimen signatures of such Responsible Officers.
(c) Organization Documents. A certificate substantially in the form attached

hereto as Exhibit E (Form of Omnibus Certificate) signed by a Responsible Officer of each Credit Party,
attaching:
(i) the documents and certifications evidencing that such Credit Party is
validly existing, in good standing and qualified to engage in business in the place of its organization or
formation; and
(ii) a copy of the Organization Documents of such Credit Party as in effect

on the Closing Date and certifying that the attached Organization Documents are a true, complete and
correct copies thereof.
(d) Legal Opinions. The following favorable legal opinions, each dated as of the
Closing Date, addressed to the Administrative Agent and each Senior Lender:
(i) an opinion of New York LLP, special New York counsel to the Dollar
Lenders;
(ii) an opinion of Colombia Law Abogados, special Colombian counsel to

the Dollar Lenders;
(iii) an opinion of International Law LLP, special New York counsel to the
Credit Parties;
(iv) an opinion of Local Law Abogados, special Colombian counsel to the

Credit Parties; and
(v) an opinion of EPC Abogados, special Colombian counsel to the EPC

Contractor.
(e) Reports from Consultants. The following reports, addressed to the

Administrative Agent and each Senior Lender:
(i) a report from the Environmental Consultant dated [•] with respect to the
Project, confirming, inter alia, that (A) the Project is being developed in accordance with all
Environmental and Social Requirements in all material respects and the then-current Environmental
Action Plan, (B) arrangements have been properly made for the Project to comply with the Environmental
and Social Requirements in all material respects and the then-current Environmental Action Plan and (C)
all actions set forth in such Environmental Action Plan required to occur prior to the Closing Date have
been completed or will be complete on or before the Closing Date;

(ii) a report from the Independent Engineer dated [•] with respect to (A) the
Project (including, the Plan de Obras delivered pursuant to Section 4.01(t) (Plan de Obras)), (B) the
Material Project Documents and (C) the assumptions on the basis of which the operating expenses and
capital expenditure projections contained in the Base Case Model were made);
(iii) a report from the Insurance Consultant dated [•] with respect to the
insurance requirements of the Project, the EPC Contractor and the Co-Obligor (including the insurance
requirements set forth in Section 6.07 (Insurance Undertakings));
(iv) a report from the Model Auditor dated [•] with respect to the methodology
and the tax assumptions contained in the Base Case Model; and
(v) a report from the Traffic Consultant dated [•] with respect to the traffic
assumptions and the revenue projections contained in the Base Case Model.
(f) Base Case Model. An electronic copy of the Base Case Model reflecting (i) the
Interest Rate Hedge Agreements and the FX Hedge Agreements that the Obligors are required to enter
into in accordance with Section 6.18 (Hedging Strategy) and (ii) the Dollar Debt Sizing Criteria and the
Peso Debt Sizing Criteria, together with a certificate signed by a Responsible Officer of the Co-Obligor
substantially in the form attached hereto as Exhibit E (Form of Omnibus Certificate), certifying that (x)
any projections used for purposes of the Base Case Model were made in good faith and (y) the
assumptions on the basis of which such projections were made were (when made) believed to be
reasonable and consistent with the Material Project Documents then in effect.
(g) Insurance.
(i) Evidence that all Insurance Policies have been obtained, are in full force
and effect, comply with the requirements of Section 6.07 (Insurance Undertakings) and have been duly
endorsed substantially in the form attached hereto as [Part 3 (Form of Insurance Endorsement) of Schedule
6 (Insurance Requirements)].
(ii) True, complete and correct copies of all Insurance Policies, together with
a certificate signed by a Responsible Officer of the Co-Obligor substantially in the form attached hereto
as Exhibit E (Form of Omnibus Certificate) certifying the foregoing and that (A) such policies are all
insurance policies required to be obtained and maintained pursuant to Section 6.07 (Insurance
Undertakings), (B) such policies are substantially in compliance with the requirements set forth in
Section 6.07 (Insurance Undertakings) and (C) such policies are in full force and effect and all premiums
then due and payable under those policies have been paid.
(iii) A certificate of the Co-Obligor's insurers or insurance agents,

substantially in the form of Exhibit F (Form of Insurance Broker's Letter of Undertaking), addressed to
each Senior Lender and the Administrative Agent.
(h) Financial Statements. A true, complete and correct copy of the audited
financial statements of each Obligor and each Sponsor for its fiscal year most recently ended that are in
agreement with its books of account and prepared, on an unconsolidated basis and consolidated basis, in
accordance with applicable Accounting Standards together with a certificate signed by a Responsible
Officer of such Credit Party substantially in the form attached hereto as Exhibit E (Form of Omnibus
Certificate) certifying the foregoing.

(i) Project Accounts. Evidence that all Project Accounts have been established in
accordance with the terms of the Financing Documents.
(j) Security. Evidence that:
(i) the Security has been duly created and perfected as a valid and
enforceable first priority Lien in all the Collateral (subject to Permitted Liens mandatorily preferred by
Law and subject to the Legal Qualifications), including evidence that each Security Document required to
be registered pursuant to Schedule 21 (Security Documents Requiring Registration) hereof has been duly
registered in accordance with the terms thereof; and
(ii) all documents that the Credit Parties or the Secured Creditors (as required
under applicable Law) are required to file, register, notarize, legalize, consularize or record (including,
where applicable, appropriately completed and filed UCC financing statements and any filings required to
be made in the Registro de Garantías Mobiliarias, if any) in order to create, perfect and, where applicable
register the Security as a valid and enforceable first priority Lien in all the Collateral (subject to Permitted
Liens mandatorily preferred by Law and subject to the Legal Qualifications) have been properly filed,
registered, notarized, obtained or recorded in each office of each jurisdiction in which such filings,
registrations, notarizations, legalizations, consularizations or recordations are required and any other
action required to perfect such Security as a first priority Lien (subject to Permitted Liens mandatorily
preferred by Law and subject to the Legal Qualifications), to the extent required by the terms of the
Security Documents, has been taken; and
(iii) all notices and acknowledgements required to be delivered and/or

obtained by the Credit Parties for the Security to be created and perfected as a valid and enforceable first
priority Lien in all the Collateral (subject to Permitted Liens mandatorily preferred by Law and subject to
the Legal Qualifications), including (A) the notice to ANI in connection with the conditional assignment
of any termination payment rights arising under the Concession Agreement in favor of the Additional
Trust and (B) each of the documents listed under the column "Documents Evidencing Registration" in
Schedule 21 (Security Documents Requiring Registration) hereof, have been delivered and obtained (as
applicable).
(k) Notice to Proceed. A true, complete and correct copy of the notice to proceed
under the EPC Contract issued by the Co-Obligor and acknowledged in writing by the EPC Contractor
in accordance with the terms of the EPC Contract, together with a certificate signed by a Responsible
Officer of the Co-Obligor substantially in the form attached hereto as Exhibit E (Form of Omnibus
(l) Construction Phase Commencement Deed. Evidence that the Construction

Phase Commencement Deed has been executed in accordance with the Concession Agreement and
applicable Law.
(m) Commencement Deed. Evidence that all conditions precedent to the

Commencement Deed have been satisfied pursuant to Clause 2.3(b) of the Concession Agreement.
(n) Repayment of Existing Debt.
(i) Evidence that:
(A) all Indebtedness incurred under, or in connection with, the

Existing Credit Facility has been fully repaid and discharged; or

(B) the Obligors have made irrevocable arrangements to apply the
proceeds of the first Borrowing to fully repay and discharge all Indebtedness incurred under, or in
connection with, the Existing Credit Facility, in which case the Co-Obligor shall have delivered to the
Administrative Agent a certificate from its Auditors confirming that the proceeds of the Existing Credit
Facility were applied by the Co-Obligor exclusively to pay for Project Costs.
(ii) A pay-off letter from Banco de Bogotá, in form and substance reasonably
satisfactory to the Dollar Lenders (which shall provide evidence that all commitments under the Existing
Credit Facility have been irrevocably terminated), and held in escrow by the Administrative Agent to be
released upon the disbursement of the first Borrowing.
(o) KYC. Confirmation from each Senior Lender and the Administrative Agent that
it has received all documentation and other information of each Credit Party required by bank regulatory
authorities under applicable "know your customer" procedures and anti-money laundering rules and
regulations, including, solely with respect to the Dollar Lenders and the Administrative Agent, the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the "PATRIOT Act").
(p) Process Agent. Evidence of appointment of an agent by each Credit Party and
the Additional Trust of an agent for service of process in the State of New York pursuant to Section 10.12
(Governing Law; Jurisdiction; Etc.) and the corresponding provisions of the other Financing Documents
(other than the Sponsor Agreement) that are governed by the laws of the State of New York, United States
of America to which any of the Credit Parties or the Additional Trust is a party, as applicable, and
evidence of acceptance of such process agent's appointment.
(q) Colombian Central Bank Requirements.
(i) If applicable, evidence that each Dollar Lender shall have been registered
with the Colombian Central Bank as a foreign lender and evidence of such registration shall be available
at
https://quimbaya.banrep.gov.co/secinternet/servlet/co.gov.banrep.cambios.internet.SecInternet?modulo=
sde&operacion=servicios&funcion=consultaNoResidentes&servicio=998.
(ii) A true, complete and correct copy of the documents evidencing that the
Borrower has filed with the Colombian Central Bank, through an authorized intermediary of the foreign
exchange market in Colombia as required by and in accordance with applicable Colombian Law, a Form
No. 6 "Information of Foreign Indebtedness Granted to Residents" (Información de Endeudamiento
Externo otorgado a Residentes) per Dollar Lender, together with a certificate signed by a Responsible
Officer of the Co-Obligor substantially in the form attached hereto as Exhibit E (Form of Omnibus
(r) Confirmation from Peso Lenders. A written confirmation from each Peso
Lender, addressed to the Administrative Agent, confirming that such Peso Lender is satisfied with each
of the conditions precedent set forth in Section 4.01 (Conditions to the First Borrowing).
(s) Irrevocable Instructions to the Fiduciaria. Evidence that the Comité

Fiduciario has delivered an irrevocable instruction to the Fiduciaria instructing it to (i) open a Dollar bank
account with an Acceptable Bank, which shall be satisfactory to all Dollar Lenders, (ii) convert all of the
Dollar portion of any ANI Contributions into Dollars promptly and no later than three (3) Business Days
following the date on which such ANI Contributions are deposited into the Subcuenta Aportes ANI and
(iii) transfer such Dollars to the Dollar bank account referred to in clause (i) hereof.

(t) Plan de Obras. A true, complete and correct copy of the Plan de Obras
submitted by the Co-Obligor under the Concession Agreement, together with evidence that such Plan de
Obras has been approved or deemed approved, in each case, in accordance with the Concession
Agreement, together with a certificate signed by a Responsible Officer of the Co-Obligor substantially in
the form attached hereto as Exhibit E (Form of Omnibus Certificate) certifying the foregoing.
(u) Registro de Prestamistas. A true, complete and correct copy of the notice
submitted by the Co-Obligor to ANI evidencing that (i) the Secured Creditors have been registered as
"Prestamistas" under, and for all purposes of, the Concession Agreement and (ii) the Intercreditor Agent
has been appointed as the Secured Creditors' representative in accordance with Clause 3.10 of the "Parte
General" of the Concession Agreement, together with a certificate signed by a Responsible Officer of the
Co-Obligor substantially in the form attached hereto as Exhibit E (Form of Omnibus Certificate)
certifying the foregoing.
(v) ANI Approval of Ownership Structure. A true, complete and correct copy of
the notification issued by ANI confirming that ANI has accepted the ownership structure of the Co-
Obligor set forth in Annex 1 (Ownership Structure) to the Sponsor Agreement, together with a certificate
signed by a Responsible Officer of the Co-Obligor substantially in the form attached hereto as Exhibit E
(Form of Omnibus Certificate) certifying the foregoing.
(w) Traffic Revenues Certificate. A certificate substantially in the form attached

hereto as Exhibit E (Form of Omnibus Certificate) signed by a Responsible Officer of the Co-Obligor
certifying that:
(i) the actual average aggregate daily traffic of the Project for the period
commencing January 1, 2015 and ending on December 31, 2016, was higher than the projected average
daily traffic of the Project under the base case of the report dated June 2015 from the Traffic Consultant
delivered pursuant to Section 4.01(e)(v) (Reports from Consultants) for such years.
(x) Blank Notes. The Administrative Agent shall have received (for delivery to
each Dollar Lender) a Blank Note executed by each Obligor in favor of each Dollar Lender dated as of
the Closing Date.
Section 4.02. Conditions to Each Borrowing. The obligation of each Dollar Lender to make
Dollar Loans in connection with any Borrowing, including the first Borrowing, is subject to the
satisfaction or waiver of the following additional conditions precedent in form and substance satisfactory
to the Required Lenders (or, with respect to the first Borrowing, satisfactory to all Dollar Lenders);
provided that, with respect to any Borrowing, other than the Borrowing to be made on the Closing Date,
the proceeds of which are to be applied exclusively to pay (x) fees due and payable to the Dollar Lenders
and/or (y) interest on the Dollar Loans that have become, or will immediately become after making such
Borrowing, due and payable during the Availability Period, such Borrowing shall not be subject to the
satisfaction of the conditions precedent set forth in Sections 4.02(j) (Independent Engineer Certificate)
and 4.02(k) (Environmental Consultant Certificate):
(a) Notice of Borrowing. The Administrative Agent shall have received a Notice
of Borrowing according to Section 2.02 (Borrowing of Dollar Loans).
(b) Representations and Warranties. Each of the representations and warranties

of each Obligor and each other Credit Party contained in this Agreement and in each other Financing
Document, or that are contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the Borrowing Date in all material respects (or, if

qualified by "materiality," "Material Adverse Effect" or similar language, in all respects after giving effect
to such qualification), except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by
"materiality", "Material Adverse Effect" or similar language, in all respects after giving effect to such
qualification) as of such earlier date, and except that for purposes of this Section 4.02, the representations
and warranties contained in Sections 5.05(a) and (b) (Financial Statements; No Material Adverse Effect)
shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b)
(Financial Statements).
(c) No Default. No Default shall have occurred and be continuing, or would result
from the requested Borrowing or from the application of the proceeds thereof.
(d) Material Adverse Effect. No Material Adverse Effect shall have occurred and
be continuing, both immediately prior to the making of the requested Borrowing and also after giving
effect to the requested Borrowing and to the intended use of such proceeds.
(e) Consents, Approvals and Authorizations. A true, complete and correct copy
of each Relevant Permit required to be obtained on or prior to the requested Borrowing Date in accordance
with Schedule 8 (Permitting Schedule), sufficient in number for distribution to the Administrative Agent
and each Senior Lender, executed by the respective parties thereto and each such Relevant Permit shall
have been duly issued and have become (or, as the case may be, remain) in full force and effect, together
with a certificate signed by a Responsible Officer of the Co-Obligor substantially in the form attached
hereto as Exhibit E (Form of Omnibus Certificate) certifying the foregoing and that such Relevant Permits
are all the Relevant Permits required to be obtained by the Obligors as of the requested Borrowing Date.
(f) [Reserved].
(g) Global Debt to Equity Ratio. The Global Debt to Equity Ratio is not more than,
and shall not exceed as a result of such Borrowing, 70:30.
(h) Fees, Expenses and Charges. The Obligors shall have paid, or arranged for the
payment from the amounts of the Borrowing requested, as applicable and in accordance with Section
6.11(a) (Use of Proceeds), of all fees, expenses and other charges due and payable by it on or prior to the
requested Borrowing Date under this Agreement or under any other Financing Document (but excluding,
the Peso Credit Agreement, the Liquidity Credit Agreement, any promissory note issued in connection
with any such Facility Agreement and any Acceptable Letter of Credit), including any Tax that may be
due in connection with the Dollar Loans (including fees, charges and disbursements of all legal counsel
and Consultants).
(i) Completed Notes. The Administrative Agent shall have received a Completed
Note executed by each Obligor in favor of each Dollar Lender dated as of the requested Borrowing Date
in a principal amount equal to the principal amount of the Dollar Loans required to be made by such
Dollar Lender on the requested Borrowing Date.
(j) Independent Engineer Certificate. If the proceeds of the requested Borrowing

are intended to be used to pay Project Costs, the Independent Engineer shall have delivered a certificate
certifying:
(i) that the Project is being developed (A) in accordance with the then-
applicable Construction Schedule and the EPC Contract and (B) without cost overruns compared against
the then-applicable Construction Budget; and

(ii) that the Construction Completion Date is reasonably likely to be achieved
on budget and by no later than the Scheduled Construction Completion Date.
(k) Environmental Consultant Certificate. The Environmental Consultant shall

have delivered a certificate certifying that:
(i) the Project is being developed in accordance with the Environmental and
Social Requirements in all material respects and the then-current Environmental Action Plan, including a
certification that all actions required to have occurred prior to the relevant Borrowing Date in accordance
with such Environmental Action Plan have already been completed; provided that, in the event the
Environmental Consultant is unable to provide such certificate, the Co-Obligor shall have agreed with the
Required Lenders (in consultation with the Environmental Consultant) on a proper amendment or
supplement to such Environmental Action Plan, such amendment or supplement to be satisfactory to the
Required Lenders (in consultation with the Environmental Consultant) (such approval not to be
unreasonably withheld, delayed or condition, unless a Default shall have occurred and be continuing); and
(ii) in relation to the Project, there are no material claims or complaints under
Environmental Laws or relating to violations of Environmental Permits or, if there are any such known
material claims or complaints, the Co-Obligor shall have (A) delivered to the Intercreditor Agent a
corrective action plan, together with a certificate from the Environmental Consultant confirming that such
plan is satisfactory to it or (B) amended or supplemented the then-current Environmental Action Plan,
such amendment or supplement to be satisfactory to the Required Lenders (in consultation with the
Environmental Consultant) (such approval not to be unreasonably withheld, delayed or condition, unless
a Default shall have occurred and be continuing).
(l) Available Commitments. Unless the Obligors have entered into Hedge
Agreements to hedge their foreign exchange exposure (in addition to any Hedge Agreement required to
be entered into pursuant to Section 6.18 (Hedging Strategy)) that are in form and substance satisfactory
to the Required Lenders, the unutilized Total Commitments (after taking into account the amount of such
Borrowing) are in an amount not less than the aggregate amount of interest on the Dollar Loans that is
scheduled to become due and payable until the Scheduled Construction Completion Date in accordance
with the terms hereof.
(m) Termination Payment to Net Senior Debt Ratio. The Calculation Agent shall
have delivered a certificate addressed to the Intercreditor Agent certifying that, after giving effect to such
Borrowing, the Termination Payment to Net Senior Debt Ratio shall be at least 1.10:1.00.
Each Notice of Borrowing submitted by the Borrower or the Co-Obligor shall be deemed to be a
representation and warranty on the applicable Borrowing Date that each of the conditions specified in (x)
Sections 4.01 (Conditions to the First Borrowing) and 4.02 (Conditions to Each Borrowing), in respect of
the first Borrowing only and (y) Section 4.02 (Conditions to Each Borrowing), in respect of any subsequent
Borrowing, has been satisfied on and as of the relevant Borrowing Date.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Co-Obligor represents and warrants, and the Borrower represents and warrants as to itself
only as specified below, to the Administrative Agent and the Dollar Lenders, as of the Effective Date, the
date of this Agreement, the Closing Date and each Borrowing Date (in each case, both immediately before

and after giving effect to the Borrowing occurring on such date), except as to those representations and
warranties that, by their express terms, relate to an earlier date, that:
Section 5.01. Existence, Qualification and Power.
(a) The Co-Obligor (i) is duly organized or formed, validly existing and in good
standing under the Laws of Colombia and (ii) has all requisite power and authority and all requisite
Authorizations to execute, deliver and perform its obligations under the Transaction Documents, the
Shareholders Agreement, the Insurance Policies and, to the extent it is a signatory thereto, the Relevant
Permits, to which it is a party.
(b) The Borrower (i) is an irrevocable trust duly constituted and validly existing
under the Laws of Colombia and (ii) has all requisite power and authority and all requisite Authorizations
to execute, deliver and perform its obligations under the Transaction Documents, the Insurance Policies
and, to the extent it is a signatory thereto, the Relevant Permits, to which it is a party.
Section 5.02. Authorization; No Contravention. The execution, delivery and performance by

each of the Obligors of each Transaction Document, the Shareholders Agreement, each Insurance Policy
and, to the extent it is a signatory thereto, each Relevant Permit, to which it is party have been duly
authorized by all necessary corporate or other organizational action, and do not, in any material respect:
(a) contravene the terms of any of its Organization Documents;
(b) conflict with or result in any breach or contravention of any Authorization or

order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its
property is subject, or the creation of any Lien (other than Permitted Liens); or
(c) violate any Law.
Section 5.03. Status of Authorizations.
(a) As of the Effective Date, all Relevant Permits required to be obtained by the
Obligors to carry out the activities contemplated by the Transaction Documents and to undertake the
Project are described in Schedule 8 (Permitting Schedule).
(b) Each Obligor has obtained all Authorizations that it requires at such time for the
execution, delivery or performance by, or enforcement against, it of each Transaction Document, the
Shareholders Agreement, each Insurance Policy and, to the extent it is a signatory thereto, each Relevant
Permit, to which it is a party and for the operation and conduct of its business and each such Authorization
is valid and in full force and effect; except that where such Authorization has not been obtained or is not
in full force and effect, each such Obligor is taking diligent steps to obtain, renew or maintain such
Authorization.
(c) The Obligors are in compliance in all material respects with each Authorization
applicable to it.
Section 5.04. Binding Effect.
(a) With respect to each Obligor:

(i) each of the Transaction Documents, the Shareholders Agreement, the
Insurance Policies and, to the extent it is a signatory thereto, the Relevant Permits, to which it is a party,
when delivered, shall have been duly executed and delivered by it; and
(ii) subject to the Legal Qualifications, each such Transaction Document, the
Shareholders Agreement, each Relevant Permit and each Insurance Policy, when so delivered shall
constitute a legal, valid and binding obligation of such Obligor, enforceable against it in accordance with
its terms.
(b) To the best of its knowledge, the Concession Agreement has been duly executed
and delivered by ANI and, subject to the Legal Qualifications, constitutes a legal, valid and binding
obligation of ANI, enforceable against it in accordance with its terms.
(c) To the best of its knowledge, the Master Trust Agreement has been duly executed
and delivered by the Trustee and, subject to the Legal Qualifications, constitutes a legal, valid and binding
obligation of the Trustee, enforceable against it in accordance with its terms.
(d) To the best of its knowledge, ANI is the competent authority under the applicable
Law of Colombia to award the concession granted by the Concession Agreement and to execute and
deliver the Concession Agreement.
Section 5.05. Financial Statements; No Material Adverse Effect.
(a) The audited and unaudited financial statements of the Co-Obligor and the
Borrower delivered to the Intercreditor Agent or the Senior Lenders pursuant to this Agreement or any
other Financing Document (i) are true, correct and complete copies thereof, (ii) have been prepared in
accordance with the Accounting Standards, and present fairly the financial condition of the Co-Obligor
and the Borrower as of the date as of which they were prepared and the results of the Co-Obligor's and
the Borrower's operations during the period then ended and (iii) disclose all material liabilities (contingent
or otherwise) of the Co-Obligor and the Borrower, and the reserves, if any, for such liabilities and all
unrealized or anticipated liabilities and losses arising from commitments entered into by the Co-Obligor
and the Borrower (whether or not such commitments have been disclosed in such financial statements).
(b) Since the date of the most recent audited financial statements of the Co-Obligor
and the Borrower there has been no event or circumstance, either individually or in the aggregate, that
has had, or could reasonably be expected to have, a Material Adverse Effect.
Section 5.06. Litigation.
(a) As of the Closing Date, there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of any Obligor threatened in writing at law, in equity, in arbitration
or before any Governmental Authority, by or against any Obligor or against any of its properties other
than as set forth in Schedule 19 (Existing Litigation).
(b) At any time after the Closing Date, there are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of any Obligor, threatened in writing at law, in equity,
in arbitration or before any Governmental Authority, by or against any Obligor or against any of its
properties that (i) purport to affect or pertain to this Agreement, any other Transaction Document, the
Shareholders Agreement, Relevant Permit or Insurance Policy and that could reasonably be expected to
adversely affect the validity or enforceability thereof or (ii) either individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

Section 5.07. No Default. No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Financing Document.
Section 5.08. Absence of Force Majeure Event. No Force Majeure Event has occurred and is
continuing that has had, or could reasonably be expected to have, a Material Adverse Effect.
Section 5.09. Material Project Documents.
(a) Each of the Obligors is in compliance (i) in all respects with its payment
obligations and (ii) in all material respects with its non-payment obligations under each Material Project
Document to which it is a party.
(b) To the Co-Obligor's knowledge, ANI is in compliance in all respects with all of
its payment obligations and other material obligations under the Concession Agreement.
(c) Each Material Project Party (other than ANI) is in compliance in all material
respects with its obligations under each of the Material Project Documents to which it is a party.
(d) The Material Project Documents listed in Schedule 10 (Material Project

Documents) (i) are, as of the Closing Date, in full force and effect and (ii) constitute and include all
material contracts and agreements required to be entered into or be obtained by the Obligors in connection
with the development of the Project.
(e) As of the Closing Date, none of the Obligors is a party to any material contract
or agreement relating to the Project other than the Material Project Documents listed in Schedule 10
(Material Project Documents).
Section 5.10. Land Rights; Ownership of Property; Liens.
(a) The survey map attached hereto as Schedule 11 (Map of Project Site) accurately
(i) reflects the Land Rights required to develop the Project in accordance with the Concession Agreement
and the EPC Contract and (ii) identifies the Persons having ownership title to such Land Rights.
(b) The property of the Obligors is not subject to any Liens, other than Permitted
Liens.
Section 5.11. Insurance. All insurance required to be obtained and maintained by the Co-
Obligor or the applicable insurance companies as of the date this representation and warranty is made
are in full force and effect and comply with the requirements set forth in Section 6.07 (Insurance
Undertakings).
Section 5.12. Taxes.
(a) Each Obligor has filed all material tax returns required by Law to be filed by it
and has paid, withheld and collected, as the case may be, all material Taxes (except to the extent any such
Taxes are being diligently contested by appropriate proceedings or other actions in good faith and with
respect to which adequate reserves have been established on its books in accordance with the Accounting
Standards) levied upon it or any of its properties, assets, income or franchises that are due and payable.
(b) No Taxes, stamp duties, registration fees, filing costs or other similar charges,
other than the registration fees required to be paid to register the Security Documents governed by the

Laws of Colombia (if any), are required or otherwise payable under the Laws of Colombia or any
Governmental Authority thereof is required to be paid:
(i) on or by virtue of the execution, delivery, performance, filing, recording,

perfection, priority and/or admissibility in evidence before any public agency or court of Colombia of any
Financing Document, except for (A) fees payable to the applicable Registro de Garantías Mobiliarias in
connection with the Security Documents governed by the Laws of Colombia (if any) and (B) court costs
and charges (if any) in connection with the admissibility in evidence before any public agency or court of
Colombia of the Financing Documents;
(ii) on or with respect to any payment by any Obligor to a Dollar Lender

pursuant to any Financing Document (other than any applicable withholding Taxes (if any)); or
(iii) for the legality, validity, implementation or enforceability of any

Financing Document, except for fees, if any, payable to the applicable Registro de Garantías Mobiliarias
in connection with the Security Documents governed by the Laws of Colombia.
(c) As of the Effective Date, the Dollar Loans under this Agreement are loans to
finance public-private partnerships under Article 408 of Decree 624 of 1989 (Estatuto Tributario), as
amended by Article 63 of Law 1739 of 2014, assuming the Initial Dollar Lenders are foreign lenders
resident in a jurisdiction other than a tax haven (paraíso fiscal) in accordance with Colombian Law.
Section 5.13. Subsidiaries; Equity Interests.
(a) The Co-Obligor has no Subsidiary or equity investment in any corporation or

entity.
(b) All of the outstanding Equity Interests in the Co-Obligor have been validly
issued and are fully paid and non-assessable and, as of the Closing Date, are owned by the Persons and
in the amounts specified in Annex 1 (Ownership Structure) to the Sponsor Agreement free and clear of
all Liens other than the Security.
Section 5.14. Margin Regulations; Investment Company Act.
(a) None of the Obligors is engaged, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the
FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the
application of the proceeds of any Borrowing, not more than twenty-five percent (25%) of the value of
the assets subject to the provisions of Section 7.01 (Liens) or Section 7.05 (Dispositions) or subject to
any restriction contained in any agreement or instrument between any Obligor and any Dollar Lender or
any Affiliate of any Dollar Lender relating to Indebtedness and within the scope of Section 8.01(f) (Cross-
Default) shall be margin stock.
(b) None of the Obligors is required to be registered as an "investment company"

under the Investment Company Act of 1940.
Section 5.15. Compliance with Laws. Each of the Obligors is in compliance in all material
respects with the requirements of all applicable Laws (including all labor and social security and
Environmental Laws but excluding any such Laws referred to in Section 5.23 (Anti-Terrorism Laws;
Sanctions)) and all Authorizations, orders, writs, injunctions and decrees applicable to it or to its
properties.

Section 5.16. Solvency. Each of the Obligors is, and after the making of the Dollar Loans under
this Agreement and the other transactions contemplated by the Financing Documents (including the
making of the Peso Loans under the Peso Credit Agreement and the Liquidity Loans under the Liquidity
Credit Agreement) will be, Solvent.
Section 5.17. No Immunity. None of the Obligors or any of its assets has any immunity from
suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, setoff,
execution of a judgment or from any other legal process with respect to the Obligations.
Section 5.18. Base Case Model, Budgets and Construction Schedule. Each of the Base Case
Model, the Construction Budget, the O&M Budget, the Major Maintenance Plan and Budget and the
Construction Schedule, as applicable, has been prepared on the basis of assumptions deemed by the Co-
Obligor in good faith to be reasonable when made and consistent with Prudent Industry Practices,
applicable Laws and the Material Project Documents then in effect and the Co-Obligor has no reason to
believe that such assumptions are incorrect or misleading in any respect.
Section 5.19. Indebtedness. None of the Obligors has any Indebtedness other than the
Permitted Indebtedness.
Section 5.20. Investments. None of the Obligors has made any Investments other than
Permitted Investments.
Section 5.21. Pari Passu. The Financing Obligations are senior, unconditional, secured and
unsubordinated obligations of the Obligors and rank, and will rank, in all respects at least pari passu
with the claims of all their other, whether present or future, secured and unsubordinated creditors, except
for the obligations mandatorily preferred by the Laws of Colombia.
Section 5.22. Security. The Security Documents create, or shall create when executed,
delivered and all appropriate recordings shall have been made, valid and enforceable first priority Liens
over all the Collateral (subject to Permitted Liens mandatorily required by Law and the Legal
Qualifications).
Section 5.23. Anti-Terrorism Laws; Sanctions.
(a) Each Obligor and, to the knowledge of such Obligor, each of its Affiliates and
Subsidiaries have conducted their business in compliance with (and is in compliance with), and have
implemented and maintain in effect policies and procedures designed to ensure compliance by them and
their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML
Laws and applicable Sanctions.
(b) None of (i) the Obligors or any of their respective directors or officers, (ii) to the
knowledge of such Obligor, any of its Affiliates, Subsidiaries or its respective employees or (iii) to the
knowledge of any such Obligor, the agents of any Person described in paragraphs (i) or (ii) hereof that
have acted in any capacity in connection with or benefit from the Dollar Loans (A) is a Sanctioned Person,
(B) is in violation of AML Laws, Anti-Corruption Laws or Sanctions, (C) is subject to or has received
formal notice of any proceeding or investigation by any Governmental Authority in connection with any
violation of AML Laws, Anti-Corruption Laws or Sanctions or (D) has been formally convicted by any
Governmental Authority due to a violation of any AML Law, Anti-Corruption Law or Sanction.
(c) No disbursement of any Dollar Loan, use of proceeds or other transaction

contemplated by this Agreement shall cause a violation of any AML Law, Anti-Corruption Law or

applicable Sanctions by any Person participating in the transactions contemplated herein or in any of the
other Financing Documents, whether as lender, borrower, shareholder, sponsor, guarantor, agent or
otherwise.
(d) Neither it nor, to the knowledge of any Obligor, any of its Affiliates or
Subsidiaries has engaged in or intends to engage in any dealings or transactions with, or for the benefit
of, any Sanctioned Person or with or in any Sanctioned Country.
Section 5.24. Affiliate Transactions. The Co-Obligor has not entered into any transaction of
any kind with any of its Affiliates, whether or not in the ordinary course of business, other than, in the
case of the Co-Obligor only, Existing Affiliate Transactions.
Section 5.25. Project Accounts. As of the Closing Date, none of the Obligors maintains any
bank account or fiduciary account other than the Project Accounts.
Section 5.26. Labor Matters. There are no ongoing or, to the knowledge of the Co-Obligor,
threatened strikes, slowdowns or work stoppages by employees of the Co-Obligor or any Material
Project Party in connection with the Project except as could not reasonably be expected to have a
Material Adverse Effect.
Section 5.27. Environmental and Social Matters.
(a) Each of the Obligors and the EPC Contractor is in compliance in all material
respects with the Environmental and Social Requirements and in all respects with the then-current
Environmental Action Plan.
(b) There are no:
(i) actual or threatened material claims in writing or proceedings filed or

commenced alleging in either case liability of any Obligor for violation of any Environmental Law (other
than those Environmental Laws referred to in clause (ii) below); or
(ii) claims in writing or proceedings filed or commenced by any

Governmental Authority, non-governmental organization, ethnic community, third party duly recognized
in an administrative proceeding related to Environmental Permits or any other public law action initiated
before any Governmental Authority in connection with any Environmental Law or Environmental Permit,
alleging in either case liability of any Obligor for violation of any (A) Environmental Law referred to in
paragraph (c) of the definition thereof or (B) Environmental Permit, in each case that, if adversely
determined based on the merits thereof, could reasonably result in the suspension or delay of any of the
construction or operation activities of the Project or the suspension, cancellation or revocation of any
Environmental Permit; provided that, (i) any communication or requirement by any Governmental
Authority in connection with any Environmental Law or Environmental Permit made or delivered solely
in connection with such Governmental Authority's surveillance powers shall not be considered to be claims
or proceedings for purposes of this clause (ii) and (ii) any communication or requirement by any individual
in connection with any Environmental Law or Environmental Permit made solely for information purposes
shall not be considered to be claims or proceedings for purposes of this clause (ii).
(c) The Co-Obligor, to the best of its knowledge, is not aware of either (i) any
existing or threatened complaint, order, directive, claim or notice of the same in writing from any
Governmental Authority against the Co-Obligor or any Material Project Party or (ii) any material written
communication from any Person concerning the Co-Obligor or the Project's failure or any Material

Project Party's failure, to comply with the Environmental and Social Requirements and such 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 Environmental and Social
Requirements.
Section 5.28. ERISA and Foreign Benefit Plan. No Obligor is a "benefit plan investor" (as
defined in Section 3(42) of ERISA) and none of the Obligors or any ERISA Affiliate maintains nor has
it incurred any material obligation in connection with a Plan or Multiemployer Plan. Any Foreign
Benefit Plan maintained by any Obligor is in material compliance with the local Laws governing such
Foreign Benefit Plan.
Section 5.29. Nature of Business. None of the Obligors has engaged or will engage in any
business other than carrying on the Project and activities ancillary thereto.
Section 5.30. Foreign Currency.
(a) No foreign exchange control approvals or other Authorizations by any

Governmental Authority of Colombia are required to ensure the availability of Dollars to any of the
Obligors to enable any such Obligor to perform its obligations under each Transaction Document to which
it is a party in accordance with the terms thereof.
(b) There are no foreign exchange restrictions or other legal requirements that limit
the availability or transfer of Dollars or other foreign currency required to be available and transferrable
for the performance by any Obligor of its obligations under each Transaction Document to which it is a
party.
Section 5.31. Initial Base Equity Contributions. The Initial Base Equity Contributions have
been applied by the Obligors exclusively to pay for Project Costs.
Section 5.32. Disclosure. No report, financial statement, certificate or other written

information furnished by or on behalf of any Obligor to any Dollar Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading when taken as a whole.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any Dollar Lender shall have any Commitment hereunder or any Dollar Loan or other
Obligation shall remain unpaid or unsatisfied:
Section 6.01. Financial Statements. The Co-Obligor shall deliver to the Intercreditor Agent
for the benefit of each Dollar Lender:
(a) as soon as available, but in any event no later than ninety (90) days after the end
of each fiscal year of the Co-Obligor and the Borrower, true and complete copies of the balance sheet of
each of the Co-Obligor and the Borrower, in each case, as at the end of such fiscal year, and the related
statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous fiscal year, if applicable, all in reasonable
detail and prepared in accordance with the Accounting Standards, audited and accompanied by (i) a report

and opinion of (A) with respect to the Co-Obligor, its Revisor Fiscal and (B) with respect to the Borrower,
its Auditors, which such reports and opinions shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any "going concern" or like qualification or exception or
any qualification or exception as to the scope of such audit, together with the "Informe del Representante
Legal a la Asamblea de Accionistas" required to be presented for the year ended in accordance with the
Código de Comercio of Colombia and (ii) with respect to the Co-Obligor, a certification by its Auditors
with respect to the report and opinion issued by the Revisor Fiscal; and
(b) as soon as available, but in any event no later than forty-five (45) days after the
end of each fiscal quarter of the Co-Obligor and the Borrower, true and complete copies of the balance
sheet of each of the Co-Obligor and the Borrower in the form required under the Concession Agreement,
in each case, as at the end of such fiscal quarter, and the related statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter or month, as applicable, and for the portion of
its fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year, if applicable, and the corresponding portion of the previous fiscal
year, all in reasonable detail, certified by a Responsible Officer of the Borrower and the Co-Obligor, as
applicable, as fairly presenting the Co-Obligor's or the Borrower's, as the case may be, financial condition,
results of operations, shareholders' equity and cash flows in accordance with the Accounting Standards,
subject only to normal year-end audit adjustments and the absence of footnotes.
Section 6.02. Certificates; Other Information. The Co-Obligor shall deliver to the
Intercreditor Agent for the benefit of each Dollar Lender:
(a) concurrently with the delivery of the financial statements referred to in

Section 6.01(a) (Financial Statements), a certificate signed by a Responsible Officer of the Co-Obligor,
in form and substance reasonably satisfactory to the Intercreditor Agent, setting forth (i) each of the
amounts and ratios set forth in Schedule 22 (Liquidity Facility Formulas), including the Liquidity Loans
Maximum Outstanding Amount and the VPIP Ratio and (ii) the Peso Historical DSCR for the Calculation
Period most recently ended (including a clear description of the methodology used in the calculation of
each such amount and ratio);
(b) [reserved];
(c) promptly after entering into any Material Project Document, upon the issuance
of any Material Project Document, or entering into any amendment to a Material Project Document, but
in any event within thirty (30) days thereof, a true, correct and complete certified copy by a Responsible
Officer of (i) such Material Project Document or amendment, as applicable and (ii) all Ancillary
Documents relating to such Material Project Document;
(d) promptly after obtaining any Relevant Permit, upon the issuance of any Relevant
Permit, or entering into any amendment to a Relevant Permit, but in any event within thirty (30) days
thereof, a true, correct and complete certified copy by a Responsible Officer of such Relevant Permit or
amendment, as applicable;
(e) no later than fifteen (15) Business Days prior to the beginning of each fiscal year,
a report signed by a Responsible Officer of the Co-Obligor, in form and substance reasonably satisfactory
to the Intercreditor Agent, confirming compliance with the Equator Principles or, as the case may be,
identifying any non-compliance or failure, and the actions being taken to remedy such non-compliance
or failure;

(f) promptly upon the request of the Intercreditor Agent, copies of any agreement
entered into by the Co-Obligor or ANI to secure the Land Rights, together with a certificate signed by a
Responsible Officer of the Co-Obligor certifying that such copies are true, correct and complete and that
such agreements are in full force and effect;
(g) promptly upon the reasonable request of the Intercreditor Agent, such
information about each Obligor, Shareholder and, at all times until the Sponsor Release Date, each
Sponsor, its assets and the Project that the Intercreditor Agent requests from time to time on behalf of the
Dollar Lenders that is necessary for the Dollar Lenders to satisfy requirements under applicable Laws,
including Anti-Corruption Laws and AML Laws; and
(h) promptly upon the request of the Intercreditor Agent, originals of documents that
are required to be apostilled, notarized or are otherwise subject to formalities with respect to their
execution, or in order to ensure they are valid, binding and enforceable under any applicable Law, such
documents and evidence of such apostillation, notarization or other formality to be delivered within no
more than thirty (30) days of such apostillation, notarization or other formality having been completed.
Documents required to be delivered pursuant to Section 6.01 (Financial Statements) and this
Section 6.02 (other than such documents referred to in paragraph (h) above) may be delivered
electronically and, if so delivered, shall be deemed to have been delivered on the date on which such
documents are posted on the Co-Obligor's behalf on an internet or intranet website, if any, to which each
Dollar Lender and the Intercreditor Agent have access (whether a commercial, third-party website or
whether sponsored by the Intercreditor Agent); provided that, (i) the Co-Obligor shall deliver paper
copies of such documents to the Intercreditor Agent (with sufficient copies for each Dollar Lender) if the
Intercreditor Agent requests the Co-Obligor to deliver such paper copies until a written request to cease
delivering paper copies is given by the Intercreditor Agent and (ii) the Co-Obligor shall notify the
Intercreditor Agent (by telecopier or electronic mail) of the posting of any such documents and provide to
the Intercreditor Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything to the contrary contained herein, at the request of any of the Dollar Lenders, in
every instance the Co-Obligor shall be required to provide paper copies of each certificate it is required to
deliver to the Intercreditor Agent pursuant to Section 6.01 (Financial Statements) and this Section 6.02.
Section 6.03. Notices. The Co-Obligor shall promptly notify the Intercreditor Agent in writing
of, and, where applicable, provide a copy to the Intercreditor Agent of:
(a) the occurrence of any Default;
(b) any matter that has resulted in or could reasonably be expected to result in a
Material Adverse Effect;
(c) upon receiving notification thereof, any material dispute, litigation, investigation,
proceeding or suspension between any Obligor, any Governmental Authority and/or Material Project
Party or otherwise involving any Obligor or affecting the Project;
(d) the entering into, amendment to, termination of, suspension of or revocation of
any Material Project Document or Relevant Permit;
(e) any material notices under any Material Project Document or Relevant Permit,
including (i) any notice relating to any actual or potential material non-compliance with any Material
Project Document or material non-compliance with any Relevant Permit, (ii) any notice from ANI in
connection with any event or cause for an administrative cancellation of the Concession Agreement,

(iii) details of any penalties or liquidated damages imposed or payable in connection with any such non-
compliance, (iv) any Force Majeure Event in connection with such Material Project Document or
Relevant Permit and (v) any notice delivered by the Co-Obligor in response to any notice referred to
above (including any plan and/or timetable delivered to ANI in connection with any notice referred to in
paragraph (ii) above);
(f) any material change in accounting policies or financial reporting practices by it

or the Borrower prior to their occurrence;
(g) any proposed material change in the nature or scope of the Project;
(h) any event for which any Obligor receives, or is expected to receive, Insurance
Proceeds in an amount equal to or in excess of five million Dollars ($5,000,000) (or its equivalent in any
other currency); and
(i) the occurrence and anticipated occurrence of the Construction Completion Date.
Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible
Officer of the Co-Obligor setting forth details of the occurrence referred to therein and stating what actions
the Co-Obligor has taken and proposes to take with respect thereto (to the extent applicable). Each notice
pursuant to (i) Section 6.03(a) shall describe with particularity any and all events giving rise to any such
Default, including any and all provisions of this Agreement and any other Financing Document that have
been breached, (ii) Section 6.03(b) shall describe with particularity any and all events giving rise to any
such Material Adverse Effect, (iii) Section 6.03(e)(iv) shall describe with particularity any and all events
giving rise to any such Force Majeure Event and (iv) Section 6.03(g) (Notices) shall describe with
particularity each of the proposed material changes in the nature or scope of the Project.
Section 6.04. Payment of Taxes. Each Obligor shall file all material tax returns required by
Law to be filed by it and shall pay and discharge, as the same shall become due and payable, all material
Tax obligations, Tax liabilities and Tax assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by appropriate proceedings
diligently conducted and to the extent required thereby adequate reserves in accordance with the
Accounting Standards are being maintained by such Obligor.
Section 6.05. Preservation of Existence, Etc. Each Obligor shall:
(a) preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization; and
(b) take all reasonable action to obtain and maintain all material rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of its business.
Section 6.06. Maintenance of Properties. Each Obligor shall:
(a) maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition, ordinary wear and tear
excepted, and make all necessary repairs thereto and renewals and replacements thereof; and
(b) maintain (and take commercially reasonable action to cause ANI to maintain)
good, legal and valid title to, and all rights to use and occupy (including Disponibilidad, where applicable),
all of its material properties and equipment necessary in the operation of its business, including all Land

Rights, and ensure that all such properties and equipment remain unfettered, unencumbered and free and
clear from all Liens at all times, except for Permitted Liens.
Section 6.07. Insurance Undertakings. The Co-Obligor shall:
(a) insure and keep insured, with (i) the Existing Insurance Institutions or (ii) one or
more Acceptable Insurance Institutions, all of its assets and business against all insurable losses in
accordance with Prudent Industry Practices and in compliance with Schedule 6 (Insurance Requirements)
(such insurance policies, including, for the avoidance of doubt, the insurance policies described in
Schedule 6 (Insurance Requirements), the "Insurance Policies"); provided that, if (x) any Existing
Insurance Institution ceases to maintain a credit rating at least equal to that set forth for it in Schedule 27
(Existing Insurance Institutions) or (y) any other insurance company providing any Insurance Policy
(other than (1) Insurance Policies in respect of workers' compensation, employers' liability or automobile
liability or (2) the "Garantía Única de Cumplimiento" or the "Póliza de Responsabilidad
Extracontractual" required to be obtained under the Concession Agreement) is not, or ceases to be, an
Acceptable Insurance Institution, the Co-Obligor shall promptly:
(i) with respect to the "Póliza de Daños contra todo Riesgo" required to be
obtained under the Concession Agreement, the Co-Obligor shall promptly (A) use commercially
reasonable efforts to obtain ANI's written consent to replace such Insurance Policy with one or more
insurance policies issued by one or more Acceptable Insurance Institutions covering one hundred percent
(100%) of the risks that were insured by such Existing Insurance Institution or insurance company, as
applicable and (B) upon the receipt of ANI's written consent, obtain such replacement Insurance Policy;
provided that, upon the occurrence of any of the events set forth in the proviso to paragraph (a) above
with respect to such Insurance Policy, the Senior Lenders (acting in consultation with the Insurance
Consultant) and the Co-Obligor shall discuss if the replacement of such Insurance Policy pursuant to the
terms hereof will affect the coverage of the risks insured thereunder; and
(ii) with respect to any other Insurance Policy (but excluding, for the
avoidance of doubt, (x) Insurance Policies in respect of workers' compensation, employers' liability or
automobile liability or (y) the "Garantía Única de Cumplimiento" or the "Póliza de Responsabilidad
Extracontractual" required to be obtained under the Concession Agreement), the Co-Obligor shall
promptly replace each such Insurance Policy issued by such Existing Insurance Institution or other
insurance company, as applicable, with one or more insurance policies issued by one or more Acceptable
Insurance Institutions covering one hundred percent (100%) of the risks that were insured by such Existing
Insurance Institution or insurance company, as applicable;
(b) notwithstanding anything to the contrary in Schedule 6 (Insurance

Requirements), effect and maintain any insurance which it is required to have by any applicable Law or
official requirement or by the terms of the Transaction Documents;
(c) provide to the Intercreditor Agent copies of all Insurance Policies within thirty
(30) days after any Insurance Policy is effected or renewed by the Co-Obligor or by the relevant insurance
company, as applicable;
(d) punctually pay any premium, commission and any other amounts necessary for
effecting and maintaining in force each Insurance Policy, and provide evidence of such payment to the
Intercreditor Agent (i) in the case of the renewal of any Insurance Policy, promptly upon paying such
premium and (ii) in the case of any other payment, promptly upon the request of the Intercreditor Agent
(acting on the instructions of the Required Lenders) for such evidence;

(e) promptly notify the relevant insurer of any claim by the Co-Obligor under any
policy written by that insurer and diligently pursue that claim;
(f) comply with all warranties under each Insurance Policy;
(g) not do or omit to do, or permit to be done or not done, anything that might
prejudice its, or, where any Secured Creditor (or any of the Agents) is a loss payee or an additional named
insured, the Secured Creditors' (or their Agents') right to claim or recover under any Insurance Policy;
(h) not vary, rescind, terminate, cancel or cause a material change to any Insurance
Policy; provided that, (i) the sums insured and risks covered under any Insurance Policy may not be
reduced without the prior written consent of the Required Lenders and (ii) the Co-Obligor shall be entitled
to rescind, terminate or cancel any Insurance Policy to the extent such Insurance Policy is replaced on or
prior to the date it is rescinded, terminated or cancelled in compliance with Section 6.07(a);
(i) not less than seven (7) days prior to the expiry date of any Insurance Policy (or,
for insurance with multiple renewal dates, not less than seven (7) days prior to the expiry date of the
policy on the principal asset), provide 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 policy's issue date or last renewal;
(j) notify the Intercreditor Agent in writing of:
(i) any notice of cancellation received by any insurance company that has
issued an Insurance Policy;
(ii) any reduction in limits or coverage under any Insurance Policy at least
thirty (30) days prior to the date on which such reduction is scheduled to take effect;
(iii) any increase in deductibles under any Insurance Policy at least thirty (30)
days prior to the date on which such increase is scheduled to take effect;
(iv) any termination of any Insurance Policy at least thirty (30) days prior to
the date on which such termination is scheduled to take effect except in the event of a termination of an
Insurance Policy made in compliance with the proviso to Section 6.07(h), in which case such notice shall
be delivered promptly after such termination; and
(v) any act or omission or any event or circumstance known to the Co-
Obligor that may render any Insurance Policy unenforceable in whole or in part; and
(k) procure that every insurance broker who effects or renews any Insurance Policy
delivers to the Intercreditor Agent, promptly but in any event within thirty (30) days of effecting or
renewing such Insurance Policy, a letter in respect thereof substantially in the form attached hereto as
Exhibit F (Form of Insurance Brokers' Letter of Undertaking).
Section 6.08. Compliance with Laws. Each Obligor shall comply in all material respects with,
and shall cause the Project to be implemented in all material respects with, the requirements of all Laws
(including all labor, social security and Environmental Laws, but excluding any such Laws referred to
in Section 6.19 (Anti-Terrorism Laws; Sanctions)) and all Authorizations, orders, writs, injunctions and
decrees, in each case, applicable to it, to its business or property or the Project.

Section 6.09. Books and Records. Each Obligor shall maintain proper books of record and
account, in which full, true and correct entries in conformity with the Accounting Standards shall be
made of all financial transactions and matters involving the assets and business of such Obligor and
maintain such books of record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over such Obligor.
Section 6.10. Inspection Rights. The Co-Obligor shall permit the Consultants, Agents and
representatives of each Dollar Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants, all at such
reasonable times during normal business hours, upon reasonable advance notice to the Co-Obligor at the
expense of the Dollar Lenders; provided that, (i) such visits and inspections shall not unreasonably
interfere with the implementation of the Project (unless a Default has occurred and is continuing) and
(ii) when a Default has occurred and is continuing, any Dollar Lender (or any of their respective
Consultants, Agents or representatives) may do any of the foregoing at the expense of the Co-Obligor at
any time during normal business hours and without advance notice.
Section 6.11. Use of Proceeds.
(a) Each Obligor shall use the proceeds of the Dollar Loans (and shall cause such
proceeds to be used), solely towards:
(i) first, repaying and discharging in full all Indebtedness incurred under, or
in connection with, the Existing Credit Facility, together with all fees, prepayment premiums, accrued and
unpaid interest and breakage costs and other amounts owing thereunder that are due and payable (if any),
but only to the extent the proceeds of the Existing Credit Facility were applied by the Co-Obligor
exclusively to pay for Project Costs; and
(ii) then, (A) payment of Project Costs, (B) payment of fees due and payable
to the Dollar Lenders during the Availability Period and (C) payment of interest on the Dollar Loans that
has become, or will immediately become after the making of such Borrowing, due and payable during the
Availability Period.
(b) Each Obligor shall use the proceeds of the Liquidity Loans, any amounts drawn
under any of the Liquidity LCs and the Subordinated Additional Loans (and shall cause such proceeds to
be used):
(i) with respect to the proceeds of the Liquidity Loans or any amounts drawn
under any of the Liquidity LCs, to (A) pay or cover any shortfall, howsoever caused, in funds available to
any Obligor required to meet all of its scheduled payments under, or in connection with, the Peso Credit
Agreement as the same may become due and payable, (B) pay fees due and payable to the Liquidity
Lenders, (C) pay interest on the Liquidity Loans that has become, or will immediately become after the
making of such borrowing of the Liquidity Loans, due and payable and (D) pay any income Taxes that are
due and payable in connection with any DR Payments; and
(ii) with respect to the proceeds of the Subordinated Additional Loans, to (A)
make Restricted Payments, (B) pay fees due and payable to the Subordinated Additional Lenders, (C) pay
interest on the Subordinated Additional Loans that has become, or will immediately become after the
making of such borrowing of the Subordinated Additional Loans and (D) for any other general corporate
purpose.

(c) Each Obligor shall use the proceeds of (i) each Base Equity Contribution, to pay
for Project Costs and (ii) each Contingent Equity Contribution, to pay for the Deficiencies described in
the relevant Deficiency Notice pursuant to which such Contingent Equity Contributions were made.
Section 6.12. Pari Passu. Each Obligor shall take such action as may be necessary to ensure
that at all times, to the extent not otherwise expressly prohibited by the Concession Agreement, the
Financing Obligations are senior, unconditional, secured and unsubordinated obligations, and rank at
least pari passu in priority of payment with all present and future secured and unsubordinated obligations
of the Obligors outstanding from time to time, except for such exceptions that are mandatorily preferred
by applicable Law.
Section 6.13. Authorizations. Each Obligor shall:
(a) obtain timely and maintain in full force and effect, or cause to be obtained timely
and maintained in full force and effect (and where appropriate, timely renew or cause to be timely
renewed):
(i) all Relevant Permits; provided that, the Co-Obligor shall obtain all
Relevant Permits specified in Part 2 (Relevant Permits required after the Closing Date) of Schedule 8
(Permitting Schedule) by the applicable date specified therein; and
(ii) all other Authorizations obtained or to be obtained by any such Obligor

that are required for the performance of its payment and other material obligations under the Transaction
Documents, the Shareholders Agreement, the Relevant Permits and the Insurance Policies to which it is a
party and for carrying out such Obligor's business and operations generally; and
(b) comply in all material respects with (i) each Relevant Permit and (ii) each other
Authorization it is required to obtain and maintain pursuant to this Section 6.13.
Section 6.14. Security.
(a) The Co-Obligor shall:
(i) ensure that the Security has been perfected as a first priority security
interest (subject to Permitted Liens mandatorily preferred by Law and subject to the Legal Qualifications)
in all the Collateral and shall provide evidence that the Security required to be registered has been duly
registered in accordance with the terms thereof;
(ii) ensure and deliver evidence that each notice, acknowledgement and
consent required to be obtained or delivered by any of the Obligors or Shareholders under the Security
Documents (if any) has been made and given, in each case, in accordance with each relevant Security
Document and that any copy of each such notice, acknowledgment and consent has been certified by a
Responsible Officer of the Co-Obligor to be a true, complete and correct copy thereof; and
(iii) ensure that all Project Accounts have been opened (and remain open) in
accordance with the terms of the Financing Documents and are subject to the Security.
(b) Each of the Obligors shall from time to time take such actions as may be
necessary or advisable in order to (i) preserve the rights of the Secured Creditors under each Security
Document and (ii) to the extent not otherwise expressly prohibited under the Concession Agreement or
applicable Law, ensure that any property that any such Obligor acquires after the Effective Date is subject

to a valid and enforceable first priority Lien (subject to Permitted Liens mandatorily required by Law and
subject to the Legal Qualifications) in favor of the Secured Creditors.
(c) Without limiting the generality of the foregoing, and to the extent not otherwise
expressly prohibited under the Concession Agreement or applicable Law, each Obligor (as applicable)
shall execute (and shall cause each Shareholder and Sponsor to execute) any document, filing statements,
agreements and instruments, and take any and all further action that may be required under applicable
Law, or that the Required Lenders may reasonably request, in order to effectuate the transactions
contemplated in the Financing Documents and in order to grant, preserve, protect and perfect the validity
and first priority of the Liens created or purported to be created by the Security Documents.
(d) From time to time, each Obligor shall, at its own cost and expense, promptly
secure the Obligations by pledging or creating, or causing to be pledged or created, perfected first priority
Liens with respect to each of its assets and properties to be subject to the Security (it being agreed that it
is the intent of the parties that the Obligations shall be secured by, among other things, all the assets and
properties of the Obligors and the Equity Interests in the Co-Obligor, as provided in the Security
Documents). Such Liens shall be created under the Security Documents in form and substance
satisfactory to the Required Lenders, and the Obligors shall deliver, or cause to be delivered, to each
Dollar Lender, all such instruments and documents (including legal opinions, title insurance policies and
lien searches) as the Dollar Lenders shall reasonably request to evidence compliance with the provisions
hereof.
Section 6.15. Material Project Documents. The Co-Obligor shall:
(a) preserve, protect and enforce all of its material rights under the Material Project
Documents to which it is a party;
(b) comply with (i) each of its payment and funding obligations under the Material
Project Documents, including (A) each of its obligations to make Equity Transfers pursuant to Clause 4.4
of the "Parte Especial" of the Concession Agreement and (B) each of its obligations to fund the Subcuenta
Predios, Subcuenta Redes and Subcuenta Compensaciones Ambientales pursuant to the EPC Contract, in
all respects, and (ii) each non-payment obligation under the Material Project Documents in all material
respects; and
(c) except as expressly provided herein, maintain in full force and effect each
Material Project Document to which it is a party and take all reasonable and necessary action to prevent
the early termination, suspension or cancellation of any Material Project Document (except for the
expiration of any such Material Project Document in accordance with its terms and not as a result of a
breach or default thereunder).
Section 6.16. Project Accounts; Required Balances. Each Obligor shall:
(a) maintain the Project Accounts; and
(b) ensure that, at all times, each of the Reserve Accounts is fully funded to its
Required Balance.
Section 6.17. Auditors. Each Obligor shall appoint and maintain Auditors at all times.

Section 6.18. Hedging Strategy. The Obligors shall:
(a) comply in all respects with the Hedging Strategy; and
(b) promptly after the Obligors have entered into any Hedge Agreement, deliver to
the Intercreditor Agent true, correct and complete copies of such Hedge Agreement, together with a
certificate signed by a Responsible Officer of the Co-Obligor certifying the foregoing.
Section 6.19. Anti-Terrorism Laws; Sanctions. Each Obligor shall:
(a) comply in all respects with the requirements of all Anti-Corruption Laws,
applicable AML Laws and applicable Sanctions; and
(b) maintain in effect and enforce, and shall procure that each of its Affiliates and
Subsidiaries maintains in effect and enforces, policies and procedures designed to ensure compliance by
such Person with, and their respective directors, officers, employees and agents with, Anti-Corruption
Laws, applicable AML Laws and applicable Sanctions.
Section 6.20. Colombian Central Bank Requirements. The Borrower shall file a Form No. 3
"Foreign Exchange Declaration for Foreign Indebtedness or Guarantees" (Declaración de Cambio por
Endeudamiento Externo o Avales y Garantías) or the appropriate form with the Colombian Central Bank
through an authorized intermediary of the foreign exchange market in Colombia as required by, and in
accordance with, the applicable Colombian laws for each Borrowing per Dollar Lender corresponding
to foreign indebtedness and each of its payments.
Section 6.21. Environmental Requirements; Equator Principles. Each Obligor shall:
(a) comply, and cause the EPC Contractor to comply, in all material respects with
the Environmental and Social Requirements;
(b) implement all actions as provided in the then-current Environmental Action Plan
within the timeframes established therein;
(c) ensure that the Environmental Consultant, at the end of each six (6) month-
period following the Closing Date and until the Project Completion Date, delivers to the Intercreditor
Agent (i) an environmental and social construction monitoring report (in form and substance reasonably
satisfactory to the Required Lenders) confirming that each of the Obligors and the EPC Contractor is in
compliance in all material respects with the Environmental and Social Requirements and in all respects
with the then-current Environmental Action Plan, which report shall include each of the items described
in Schedule 24 (Environmental Consultant Report Contents) hereto (the "Environmental Consultant
Monitoring Report") and (ii) to the extent applicable, a proposed update to the then-current
Environmental Action Plan reflecting the current stage of the Project which proposal shall be (A)
acceptable to the Required Lenders (the approval of which shall not be unreasonably withheld, delayed
or conditioned, unless a Default shall have occurred and be continuing) and (B) approved by the Co-
Obligor (such approval not to be unreasonably withheld, delayed or conditioned);
(d) ensure that the Environmental Consultant, on the date falling one (1) year after
the Project Completion Date and on an annual basis thereafter, delivers to the Intercreditor Agent (i) an
environmental and social monitoring report (in form and substance reasonably satisfactory to the
Required Lenders) confirming that each of the Obligors and the EPC Contractor is in compliance in all
material respects with the Environmental and Social Requirements and in all respects with the then-

current Environmental Action Plan, which report shall include each of the items described in Schedule
24 (Environmental Consultant Report Contents) hereto (the "Environmental Consultant Annual
Report") and (ii) to the extent applicable, a proposed update to the then-current Environmental Action
Plan reflecting the current stage of the Project which shall be (A) acceptable to the Required Lenders (the
approval of which shall not be unreasonably withheld, delayed or conditioned, unless a Default shall have
occurred and be continuing) and (B) approved by the Co-Obligor (such approval not to be unreasonably
withheld, delayed or conditioned);
(e) promptly and in any event within five (5) Business Days after becoming aware
of its occurrence, notify the Intercreditor Agent in writing of (i) any social or environmental incident,
accident or circumstance that creates liability or a risk of liability, (ii) any material non-compliance or
deficiency with the Environmental and Social Requirements and (iii) any environmental or social claims,
or material complaints relating to environmental or social matters, in each case, in connection with the
Project, and deliver a corrective action plan, together with a certificate from the Environmental Consultant
confirming that such plan is satisfactory to it, describing the measures the Obligors are taking or plan to
take to address or remedy any such event and to prevent any future similar event.
Section 6.22. Land Rights. The Co-Obligor shall:
(a) take all actions necessary to procure the acquisition or Disponibilidad of all land
and Land Rights that are necessary for the development of the Project; and
(b) take commercially reasonable actions necessary to cause all land and Land
Rights that are necessary for the development of the Project to be duly registered in the name of ANI, in
the applicable public registries to the extent required under the Concession Agreement.
Section 6.23. Construction and Operation. The Co-Obligor shall:
(a) construct, develop, operate and maintain the Project (and cause the Project to be
constructed, developed, operated and maintained) in accordance with the Construction Budget, the O&M
Budget, the Major Maintenance Plan and Budget and the Construction Schedule, as applicable;
(b) develop and conduct the Project (and cause the Project to be developed and
conducted) in all material respects in accordance with (i) applicable Law, (ii) the Material Project
Documents, (iii) the Relevant Permits, (iv) Schedule 7 (Project Description) and (v) Prudent Industry
Practices;
(c) provide to the Intercreditor Agent, at all times prior to the Construction
Completion Date, not later than sixty (60) days prior to the beginning of each calendar year, an update to
the operation and maintenance portion and the major maintenance portion of the Construction Budget
(which shall cover the period from the beginning of such calendar year through the end of such calendar
year) prepared in accordance with the Co-Obligor's customary accounting policies and based on the Co-
Obligor's good faith reasonable projections for the upcoming calendar year; provided that:
(i) if such operation and maintenance portion or major maintenance portion

of the Construction Budget exceeds by more than ten percent (10%) the operation and maintenance portion
or the major maintenance portion (as applicable) of the "Construction Budget" as set forth in the Base Case
Model for such period, such operation and maintenance portion or major maintenance portion (as
applicable) of the Construction Budget shall be subject to the prior approval of the Required Lenders (not
to be unreasonably withheld, delayed or conditioned, except where a Default has occurred and is
continuing) in consultation with the Independent Engineer and any other relevant Consultant; provided,

further, that (A) in the event that the Required Lenders do not object to any such proposed update within
forty-five (45) days after the Co-Obligor submits the same to the Intercreditor Agent, the Required Lenders
shall be deemed to have approved such updated operation and maintenance portion and/or major
maintenance portion (as applicable) of the Construction Budget and (B) if the Required Lenders object to
any such proposed update within forty-five (45) days after the Co-Obligor submits the same to the
Intercreditor Agent, then the operation and maintenance portion or the major maintenance portion (as
applicable) of the "Construction Budget" set forth in the Base Case Model for such period, as increased
by ten percent (10%), shall apply to the extent set forth in Section 6.23(c)(ii) below during the immediately
following calendar year until the proposed update is approved by the Required Lenders. Copies of the
approved update to the operation and maintenance portion and major maintenance portion of the
Construction Budget shall be promptly delivered by the Co-Obligor to the Independent Engineer upon the
Required Lenders' approval thereof; and
(ii) if all or any portion of a proposed update to the operation and

maintenance portion or major maintenance portion of the Construction Budget is approved prior to the
first day of the relevant calendar year, the Co-Obligor shall adhere to all approved aspects of such proposed
update, and with respect to those aspects that are not approved, the Co-Obligor shall adhere to the operation
and maintenance portion or major maintenance portion (as applicable) of the "Construction Budget" as set
forth in the Base Case Model for such period as increased by ten percent (10%) until such time as such
aspects of such proposed update have been approved by the Required Lenders;
(d) provide to the Intercreditor Agent (x) not later than sixty (60) days prior to the
expected Construction Completion Date, its initial operations and maintenance annual budget (which
shall cover the period from the expected Construction Completion Date through the end of the then-
current calendar year) and (y) not later than sixty (60) days prior to the beginning of each calendar year
thereafter, each subsequent proposed operations and maintenance budget (which shall cover the
succeeding calendar year), in each case, such proposed operations and maintenance annual budget to be
(A) prepared on a cash-basis, (B) broken down by line items for each month during the relevant budget
period specifying the anticipated O&M Expenses to be incurred during such period, (C) consistent with
the Base Case Model and (D) prepared in accordance with the Co-Obligor's customary accounting
policies and based on the Co-Obligor's good faith reasonable projections for the period covered by such
budget (each such operations and maintenance annual budget, the "O&M Budget"); provided that:
(i) if such O&M Budget exceeds by more than ten percent (10%) the "O&M
Budget" set forth in the Base Case Model for such period, such O&M Budget shall be subject to the prior
approval of the Required Lenders (not to be unreasonably withheld, delayed or conditioned, except where
a Default has occurred and is continuing) in consultation with the Independent Engineer and any other
relevant Consultant; provided, further, that (A) in the event that the Required Lenders do not object to
any such proposed O&M Budget within forty-five (45) days after the Co-Obligor submits the same to the
Intercreditor Agent, the Required Lenders shall be deemed to have approved such "O&M Budget" and (B)
if the Required Lenders object to such proposed O&M Budget within forty-five (45) days after the Co-
Obligor submits the same to the Intercreditor Agent, then the O&M Budget as set forth in the Base Case
Model for such period, as increased by ten percent (10%), shall apply to the extent set forth in Section
6.23(d)(ii) below during the immediately following calendar year until the proposed "O&M Budget" is
approved by the Required Lenders. Copies of the approved O&M Budget shall be promptly delivered by
the Co-Obligor to the Independent Engineer upon the Required Lenders' approval thereof; and
(ii) if all or any portion of a proposed O&M Budget is approved prior to the
first day of the relevant calendar year, the Co-Obligor shall adhere to all approved aspects of such proposed
O&M Budget, and with respect to those aspects that are not approved, the Co-Obligor shall adhere to the

O&M Budget as set forth in the Base Case Model for such period as increased by ten percent (10%) until
such time as such aspects of such proposed O&M Budget have been approved by the Required Lenders;
(e) provide to the Intercreditor Agent (x) not later than sixty (60) days prior to the
expected Construction Completion Date, its initial major maintenance plan and budget for the following
five (5) years from the expected Construction Completion Date and (y) not later than sixty (60) days prior
to the beginning of each calendar year thereafter, an updated major maintenance plan and budget (which
shall cover a period of five (5) years commencing on the first day of such calendar year), in each case,
such proposed major maintenance plan and budget to (A) be prepared on a cash-basis, (B) be broken
down by line items for each month during the relevant budget period specifying the anticipated Major
Maintenance Expenses to be incurred during such period, (C) describe the proposed major maintenance
repair or overhaul activities of the Project to be undertaken during the period covered by such major
maintenance plan and budget, (D) be consistent with the Base Case Model and (E) be prepared in
accordance with the Co-Obligor's customary accounting policies and based on the Co-Obligor's good
faith reasonable projections for the period covered by such major maintenance plan and budget (each
such major maintenance plan and budget, the "Major Maintenance Plan and Budget"); provided that:
(i) if the budget portion of such Major Maintenance Plan and Budget
exceeds by more than ten percent (10%) the budget portion of the "Major Maintenance Plan and Budget"
set forth in the Base Case Model for such period, such budget portion of the Major Maintenance Plan and
Budget shall be subject to the prior approval of the Required Lenders (not to be unreasonably withheld,
delayed or conditioned, except where a Default has occurred and is continuing) in consultation with the
Independent Engineer and any other relevant Consultant; provided, further, that (A) in the event that the
Required Lenders do not object to any such proposed budget portion of the Major Maintenance Plan and
Budget within forty-five (45) days after the Co-Obligor submits the same to the Intercreditor Agent, the
Required Lenders shall be deemed to have approved such budget portion of the Major Maintenance Plan
and Budget and (B) if the Required Lenders object to the budget portion of such proposed Major
Maintenance Plan and Budget within forty-five (45) days after the Co-Obligor submits the same to the
Intercreditor Agent, then the budget portion of the "Major Maintenance Plan and Budget" as set forth in
the Base Case Model for such period, as increased by ten percent (10%), shall apply to the extent set forth
in Section 6.23(e)(ii) below during the immediately following five (5)-year period until the proposed
budget portion of the Major Maintenance Plan and Budget is approved by the Required Lenders. Copies
of the approved Major Maintenance Plan and Budget shall be promptly delivered by the Co-Obligor to the
Independent Engineer upon the Required Lenders' approval thereof; and
(ii) if all or any budget portion of a proposed Major Maintenance Plan and
Budget is approved prior to the first day of the relevant calendar year, the Co-Obligor shall adhere to all
approved aspects of the budget portion of such proposed Major Maintenance Plan and Budget, and with
respect to those aspects that are not approved, the Co-Obligor shall adhere to the budget portion of the
"Major Maintenance Plan and Budget" as set forth in the Base Case Model for such period as increased
by ten percent (10%) until such time as such aspects of the budget portion of such proposed Major
Maintenance Plan and Budget have been approved by the Required Lenders;
(f) cause the Construction Completion Date to occur by no later than the Scheduled
Construction Completion Date; provided that, such obligation shall be extended day-for-day for any
corresponding extension obtained by the Co-Obligor under the Concession Agreement to achieve
operations of all Functional Units as set forth in Clause 5.3 of the "Parte Especial" of the Concession
Agreement (such extension not to run beyond March 31, 2021);

(g) cause each Critical Path Milestone set forth in Schedule 26 (Critical Path
Milestone) to be achieved by no later than the relevant date set forth in Schedule 26 (Critical Path
Milestone); and
(h) ensure that, at the end of each three (3)-month period following the Effective
Date and until the Project Completion Date, it shall cause the delivery of a Construction Monitoring
Report to the Intercreditor Agent by the Independent Engineer.
Section 6.24. Prepayments under other Facility Agreements. Unless the Concession
Agreement or any applicable Law expressly provides that no such amount may be applied towards such
prepayment:
(a) on each Principal Payment Date, and prior to making the mandatory prepayment
of the Senior Loans set forth in Section 2.03(b)(vi) (Mandatory Prepayments), the Obligors shall apply,
and cause to be applied, amounts standing to the credit of the Restricted Payments Account to prepay the
Liquidity Loans, on such Principal Payment Date, in an amount equal to the lesser of (x) the Liquidity
Loan Cash Sweep Amount on such date of determination, (y) the then-outstanding principal and interest
amount of the Liquidity Loans as of such date of determination and (z) one hundred percent (100%) of
the amounts standing to the credit of the Restricted Payments Account on such date of determination.
Each such prepayment shall be made ratably among the Liquidity Lenders based on the outstanding
principal amount of the Liquidity Loans and applied to prepay the outstanding installments of principal
of the Liquidity Loans;
(b) upon receipt by either Obligor (or any Agent, the Trustee or the Additional
Trustee on behalf thereof) of any DR Payments, the Obligors shall apply, and cause to be applied, such
DR Payments to prepay the Liquidity Loans and the Subordinated Additional Loans promptly and in any
event no later than five (5) Business Days after the receipt thereof; provided that, such DR Payments
shall be applied to prepay the Liquidity Loans and the Subordinated Additional Loans as follows:
(i) first, to prepay the Liquidity Loans in full. The amount of DR Payments
to be applied towards prepaying the Liquidity Loans shall be an amount equal to the lesser of (x) the
amount of such DR Payments and (y) the then-outstanding principal and interest amount of the Liquidity
Loans as of the date of such prepayment. The prepayment of the Liquidity Loans shall be made ratably
among the Liquidity Lenders based on the outstanding principal amount of the Liquidity Loans and applied
to prepay the outstanding installments of principal of the Liquidity Loans; and
(ii) then, after prepaying the Liquidity Loans in full, any excess thereof of
such DR Payments shall be applied to prepay the Subordinated Additional Loans. The prepayment of the
Subordinated Additional Loans shall be made ratably among the Subordinated Additional Lenders based
on the outstanding principal amount of the Subordinated Additional Loans and applied to prepay the
outstanding installments of principal of the Subordinated Additional Loans; and
(c) if, on or prior to the Liquidity Facility Long-Stop Date, the Liquidity Conditions
have not been satisfied, the Obligors shall prepay the Peso Loans on the date falling three (3) months
after the Liquidity Facility Long-Stop Date, in an amount equal to COP290,000,000,000 (the "Peso
Facility Prepayment Amount") (such prepayment, the "Peso Facility Prepayment");
provided that, (i) the Obligors shall immediately notify the Intercreditor Agent in writing upon
(A) the occurrence of any of the events referred to above and (B) making any of the prepayments referred
to above and (ii) any prepayment of the Liquidity Loans or the Subordinated Additional Loans made
pursuant to this Section 6.24, shall be accompanied by all accrued interest on the amount prepaid to the

date of prepayment, together with any additional amounts required to be paid in connection with such
prepayment pursuant to the Liquidity Credit Agreement or the Subordinated Additional Loans Credit
Agreement, as applicable.
Section 6.25. Liquidity LCs. To the extent that the Co-Obligor delivers any Liquidity LCs to
satisfy the Liquidity Conditions, then:
(a) if, on or at any time after the Scheduled Construction Completion Date, a
shortfall arises, howsoever caused, of funds of the Obligors (taken as a whole) required to make all of
their scheduled payments under, or in connection with, the Peso Credit Agreement as the same may
become due and payable (without considering, for purposes of determining any such shortfall, any
amounts then on deposit in the Peso Debt Service Reserve Account), the Required Lenders (acting
through the Onshore Collateral Agent) shall be entitled to draw (and shall be entitled to instruct the
Onshore Collateral Agent to draw) on such Liquidity LCs (on a pro rata basis) in an amount equal to
such shortfall to pay for such Financing Obligations;
(b) in the event that any Person that has issued any such Liquidity LC ceases to be
an Acceptable Bank or a Bankruptcy Event occurs with respect to the entity issuing such instrument, then
(i) the Co-Obligor shall provide prompt written notice of such event to the Administrative Agent and
shall replace or cause the replacement of such Liquidity LC promptly and in any event no later than (A)
if the Person that issued such instrument ceases to be an Acceptable Bank, thirty (30) days of the
occurrence of the relevant event or (B) if a Bankruptcy Event occurs with respect to the entity issuing
such instrument, five (5) Business Days of the occurrence of the relevant event, in each case, with one or
more substitute Liquidity LCs denominated in Pesos issued by an Acceptable Bank with an aggregate
face value at least equal to the face value of the Liquidity LCs being replaced. If at the end of such period,
the requisite replacement Liquidity LCs have not been issued and delivered to the Onshore Collateral
Agent, the Required Lenders (acting through the Onshore Collateral Agent) shall be entitled to draw (and
shall be entitled to instruct the Onshore Collateral Agent to draw) in full under any such Liquidity LC
issued by such Person; and
(c) the Co-Obligor shall, no later than the date (the "LC Renewal / Replacement
Date") that is (x) thirty (30) days prior to the scheduled expiry date of any such Liquidity LC or (y) in
the case of a Liquidity LC that is automatically renewed unless canceled by the issuer thereof, if the issuer
thereof has notified the Onshore Collateral Agent that such Liquidity LC will be canceled, thirty (30)
days prior to the date on which such Liquidity LC is scheduled to be canceled, either: (i) cause the
Acceptable Bank that issued such Liquidity LC to provide, on or before the LC Renewal / Replacement
Date, a written confirmation to the Onshore Collateral Agent of the renewal thereof for a term expiring
not earlier than the date which is not less than one (1) year from the expiry date of such expiring Liquidity
LC or (ii) deliver, on or before the LC Renewal / Replacement Date, to the Onshore Collateral Agent a
replacement Acceptable Letter of Credit denominated in Pesos with an aggregate face value at least equal
to the face value of the expiring Liquidity LC which shall become unconditionally effective on or prior
to the expiry or cancellation date of the existing Liquidity LC for a term expiring not earlier than the date
which is not less than one (1) year from the expiry date of such expiring Liquidity LC. If any expiring
Liquidity LC is not renewed or replaced in accordance with this Section 6.25(c), the Required Lenders
(acting through the Onshore Collateral Agent) shall be entitled to draw (and shall be entitled to instruct
the Onshore Collateral Agent to draw) such Liquidity LC in full on the Business Day immediately
following the LC Renewal / Replacement Date;
provided that, the proceeds of any instrument issued in accordance with the terms of this Section
6.25 (including, the Liquidity LCs) shall be deposited in the “Subcuenta de Desembolso de Recursos de

Liquidez” of Additional Trust for being applied solely to pay the obligations, costs, expenses and any
other amounts referred to in Section 6.11(b)(i) (Use of Proceeds).
Section 6.26. Subordinated Additional Loans Credit Agreement. If at any time the Co-
Obligor enters into the Subordinated Additional Loans Credit Agreement, it shall, no later than the date
on which it enters into such agreement, (a) deliver to the Intercreditor Agent a true, complete and correct
copy of the Subordinated Additional Loans Credit Agreement, together with a certificate signed by a
Responsible Officer of the Co-Obligor certifying that such document has been duly executed and
delivered by all parties thereto and is in full force and effect and (b) cause the Subordinated Additional
Lenders to accede to the Intercreditor Agreement.
Section 6.27. Foreign Benefit Plan. Each Foreign Benefit Plan (if any) shall be maintained in
substantial compliance with its terms and applicable Law.
Section 6.28. Further Assurances. Each Obligor shall execute and deliver to the Intercreditor
Agent such additional documents and take such additional action as the Intercreditor Agent or any Dollar
Lender may reasonably require to carry out the purposes of this Agreement or any other Financing
Document to which such Obligor is a party and to cause such Financing Document to be duly registered,
notarized and stamped in any applicable jurisdiction, and to preserve and protect each Secured Creditor's
rights as contemplated herein or therein.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Dollar Lender shall have any Commitment hereunder or any Dollar Loan or other
Obligation shall remain unpaid or unsatisfied:
Section 7.01. Liens. None of the Obligors shall create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than
Permitted Liens.
Section 7.02. Indebtedness. None of the Obligors shall create, incur, assume or suffer to exist
any Indebtedness, except for Permitted Indebtedness.
Section 7.03. Fundamental Changes. None of the Obligors shall:
(a) change the nature or scope of the Project or change the nature of its present
business or operations;
(b) change its fiscal year;
(c) change its Organization Documents in any manner that would be inconsistent
with the provisions of any Transaction Document, the Shareholders Agreement, any Relevant Permit, any
Insurance Policy;
(d) undertake or permit any merger, consolidation, spin-off, transformation into any
other type of entity, transfer of establishment or corporate reorganization;
(e) liquidate or dissolve; or

(f) Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.
Section 7.04. Investments. None of the Obligors shall make or permit to exist loans or
advances to (except advances to the EPC Contractor pursuant to the terms of the EPC Contract), or
deposits (except commercial bank deposits in the ordinary course of business) with, other Persons or
investments in any Person or enterprise, except for Permitted Investments.
Section 7.05. Dispositions. None of the Obligors shall sell, convey, transfer, lease or otherwise
Dispose of any material part of its assets or any material interest therein to any Person, or permit or
suffer any other Person to acquire any material interest in any of their respective assets other than, in the
case of the Co-Obligor only:
(a) sales, conveyances, transfers, leases or other Dispositions required under the
terms of the Concession Agreement;
(b) redundant, obsolete, worn-out or defective assets, but only if such assets are
being replaced within thirty (30) days of the sale or Disposal thereof, using for such purchase all of the
proceeds from such sale or disposal to buy new or refurbished assets of equal or greater value unless the
sold or Disposed assets are no longer used or useful for carrying out the Project or the Co-Obligor's
business generally; and
(c) sales, conveyances, transfers, leases or other Dispositions in the ordinary course
of its business with a value not exceeding, individually, three million Dollars ($3,000,000) (or the
equivalent thereof in any other currency) or, in the aggregate in any twelve (12) calendar month period,
five million Dollars ($5,000,000) (or the equivalent thereof in any other currency).
Section 7.06. Restricted Payments. None of the Obligors shall declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so unless (i)
such Restricted Payment is made within thirty (30) days following a Principal Payment Date and (ii)
each of the following conditions is satisfied as of the relevant Restricted Payment Date and after giving
effect to such Restricted Payment:
(a) the Project Completion Date has occurred;
(b) with respect to the first Restricted Payment, such Restricted Payment is made (i)
after the first Calculation Period occurring after the Construction Completion Date has expired and (ii)
after the First Peso Principal Payment Date;
(c) no Default has occurred and is continuing or would exist as a result of making
such Restricted Payment;
(d) no Material Adverse Effect has occurred and is continuing or would exist as a
result of making such Restricted Payment;
(e) the Peso Historical DSCR for the most recently ended Calculation Period is at
least 1.20:1.00;
(f) the VPIP Ratio for the most recently ended Calculation Period is at least
1.50:1.00;

(g) to the extent such Restricted Payment is not being made with the proceeds of the
Subordinated Additional Loans, such Restricted Payment is made only from amounts held on deposit in
the Restricted Payments Account and excludes any amounts deposited into the Restricted Payments
Account following the most recently ended Calculation Period;
(h) the Co-Obligor has delivered to the Intercreditor Agent, a true, correct and
complete copy of the certificate issued by the Trustee setting out the aggregate amount of Deductions
imposed on any Obligor during the most recently ended Calculation Period (the "Deductions
Certificate");
(i) if, pursuant to the Deductions Certificate, the aggregate amount of Deductions
imposed on any Obligor during the most recently ended Calculation Period exceeds two point five percent
(2.5%) of the Retribución payable during such Calculation Period, the amount of Restricted Payments
declared or made is in an amount such that, after giving effect to such Restricted Payments, the balance
in the Restricted Payments Account shall be at least equal to the aggregate amount of Deductions imposed
on the Obligors during the most recently ended Calculation Period in excess of two point five percent
(2.5%) of the Retribución payable during such Calculation Period; and
(j) the Obligors shall have provided to the Intercreditor Agent and the Additional
Trustee a Restricted Payments Certificate signed by a Responsible Officer of the Co-Obligor certifying
the foregoing not later than fifteen (15) days prior to the relevant Restricted Payment Date;
provided that, notwithstanding the foregoing, if the proceeds of the Subordinated Additional Loans can
be applied towards making a Restricted Payment pursuant to the terms of the Subordinated Additional
Loans Credit Agreement, the Obligors shall not use any such proceeds to make any Restricted Payment
unless each of the conditions set forth in this Section 7.06 (other than the condition set forth in Section
7.06(g)) is satisfied as of the relevant Restricted Payment Date and after giving effect to such Restricted
Payment.
Section 7.07. Subsidiaries. The Co-Obligor shall not form or have any Subsidiary.
Section 7.08. Use of Proceeds. None of the Obligors shall use the proceeds of any Dollar Loan,
whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB), to extend credit to others for the purpose
of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
Section 7.09. Transactions with Affiliates. The Co-Obligor shall not enter into any
transaction of any kind with any of its Affiliates whether or not in the ordinary course of business, other
than:
(a) the EPC Contract;
(b) transactions entered into in the ordinary course of its business on fair and
reasonable terms substantially as favorable to the Co-Obligor as those that could be obtained by the Co-
Obligor at the time in a comparable arm's-length transaction with a Person other than an Affiliate of the
Co-Obligor; and
(c) the Existing Affiliate Transactions.

Section 7.10. Material Project Documents. The Co-Obligor shall not:
(a) subject to paragraphs (b) and (c) below, amend, supplement, modify or in any
way vary, or agree to the amendment, supplement, modification or variation of any Material Project
Document unless the Co-Obligor has:
(i) delivered a certificate signed by a Responsible Officer of the Co-Obligor

to the Intercreditor Agent and the Independent Engineer certifying that such amendment, supplement,
modification or variation:
(A) (x) is not reasonably expected to create aggregate obligations or

liabilities for the Co-Obligor in excess of fifteen billion Pesos (COP15,000,000,000) (or its equivalent in
any other currency) (or, together with all other amendments, supplements, modifications or variations to
the Material Project Documents entered into after the Effective Date, in excess of twenty billion Pesos
(COP20,000,000,000) (or its equivalent in any other currency)) or (y) is in connection with any Obras
Complementarias required to be performed by the Co-Obligor pursuant to the terms of the Concession
Agreement;
(B) will not result in Project Costs exceeding the funds available to
the Co-Obligor in order to achieve the Construction Completion Date by the date set forth in Section 6.23(f)
(Construction and Operation) or any Critical Path Milestone by the date set forth in Schedule 26 (Critical
Path Milestones), which amounts shall consider, without duplication, (w) to the extent no Default has
occurred and is continuing or will occur after giving effect to any such modification, supplement,
amendment or variation, the amounts of unutilized Commitments hereunder, (x) to the extent no default
has occurred and is continuing thereunder or will occur after giving effect to any such modification,
supplement, amendment or variation, the amounts of unutilized commitments under the Peso Credit
Agreement, (y) committed and unfunded Contingent Equity Contributions and Base Equity Contributions
under the Sponsor Agreement and (z) the proceeds of any Equity Contributions effectively made to the
Co-Obligor, which proceeds have not been otherwise applied, allocated or budgeted as of such date to pay
for any Project Costs, that are in excess of any Equity Contributions required to be made to the Co-Obligor
pursuant to the terms of the Sponsor Agreement; and
(ii) the Independent Engineer has reviewed and validated in writing to the
Intercreditor Agent the reasonableness of the certifications set forth in paragraph (i) above;
(b) notwithstanding anything to the contrary in paragraph (a) above, agree to any
amendment, supplement, modification or variation to (i) the Concession Agreement or the EPC Contract
in connection with any Obras Complementarias, Obras Voluntarias or Obras Menores (other than Obras
Menores that do not exceed, in the aggregate together with any other works in connection with Obras
Menores, fifteen billion Pesos (COP15,000,000,000) (or its equivalent in any other currency)) or (ii) the
Concession Agreement with respect to Clauses 19.2 and 19.3 therein;
(c) notwithstanding anything to the contrary in paragraph (a) above, amend,

supplement, modify or in any way vary, or agree to the amendment, supplement, modification or variation
of any Material Project Document:
(i) that could reasonably be likely to result in a Material Adverse Effect; or
(ii) that amends, supplements, modifies or in any way varies any provision
(A) relating to payments to be made by, or to, any Obligor (including payment of termination payments
and payment of liquidated damages), warranties, liabilities, performance tests, amount or timing of posting

or content of performance bond or guarantees, or the relevant payment schedule (if any), (B) that materially
amends, supplements or modifies the technical specifications of the Project or (C) in the Concession
Agreement relating to any restriction or limitation set forth therein to prepay or repay any of the Financing
Obligations;
(d) enter into any document, contract or agreement:
(i) under which the Co-Obligor is reasonably expected to have aggregate

obligations or liabilities in excess of fifteen billion Pesos (COP15,000,000,000) (or the equivalent thereof
in any other currency), other than any Replacement Material Project Documents entered into in compliance
with the terms of this Agreement; or
(ii) the breach or early termination of which could reasonably be expected to

have a Material Adverse Effect;
(e) suspend, cancel, terminate, assign or agree to the suspension, cancellation,

termination or assignment of any Material Project Document; provided that, the Co-Obligor shall be
allowed to terminate or agree to the termination of any Material Project Document (other than the
Concession Agreement and the EPC Contract), to the extent the Co-Obligor enters into a Replacement
Material Project Document in replacement of such Material Project Document within forty-five (45) days
after the occurrence of such termination;
(f) waive any material default under, or material breach of, any Material Project
Document or waive, fail to enforce in the event of sustained noncompliance, forgive, compromise, settle,
adjust or release or consent to any of the foregoing in respect of any material right, interest or entitlement
howsoever arising, under or in respect of any Material Project Document; or
(g) initiate or settle a material arbitration or claim or proceeding under, or in

connection with, any Material Project Document.
Section 7.11. Anti-Terrorism Laws; Sanctions. None of the Obligors shall request any
disbursement of the Dollar Loans, and none of the Obligors shall use, and shall procure that its directors,
officers, employees, Affiliates and agents shall not use, directly or, knowingly, indirectly, the proceeds
of any Dollar Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary,
other Affiliate, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws or AML Laws, (b) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country to the extent activities, business or transactions involving such goods would be prohibited by
Sanctions or (c) in any manner, to the knowledge of any Obligor, that would result in the violation of
any Sanctions by any Person (including any Person participating in the transactions contemplated
hereunder, whether as underwriter, advisor, lender, investor or otherwise).
Section 7.12. Bank Accounts. None of the Obligors shall establish or maintain any bank or
fiduciary account other than the Project Accounts.
Section 7.13. Peso Historical DSCR. The Co-Obligor shall not permit the Peso Historical
DSCR for any Calculation Period to be less than 1.10:1.00; provided that, if the Peso Historical DSCR
for any Calculation Period is less than 1.10:1.00 (a "DSCR Breach"), the Co-Obligor shall have the
right (but not the obligation) to cure such DSCR Breach by causing the Sponsors or the Shareholders to
make Equity Contributions, on or prior to the day that is fifteen (15) days after the date on which the

DSCR Breach occurred, in an amount sufficient to cause the Peso Historical DSCR to be at least equal
to 1.10:1.00 (such right, the "Equity Cure Right"); provided, further, that, (i) the Co-Obligor may
exercise such Equity Cure Right no more than one (1) time, (ii) no such Equity Cure Right shall be
exercisable, nor shall any Equity Cure Proceeds be used, for purposes of satisfying the condition set
forth in Section 7.06(e) (Restricted Payments) and (iii) no Equity Cure Proceeds shall be used for
determining the Required Base Equity Contributions, the Maximum Deficiency Amount or any other
amount in connection with any funding obligations of the Sponsors under the Sponsor Agreement.
Section 7.14. Minimum OPEX. None of the Obligors shall pay, or instruct the payment of,
any costs or expenses associated with the Minimum OPEX
Section 7.15. ERISA. No Obligor or ERISA Affiliate shall enter into, maintain, sponsor or
have any liability (direct or indirect) with respect to any Plan or Multiemployer Plan. No Obligor shall
incur a material obligation in connection with a Foreign Benefit Plan.
Section 7.16. Hedge Agreements. No Obligor shall enter into or maintain any Hedge
Agreement, other than the Hedge Agreements that the Obligors are required to enter into and maintain
pursuant to Section 6.18 (Hedging Strategy).
Section 7.17. Capital Expenditures. The Co-Obligor shall not incur expenditures or
commitments for expenditures for fixed or other non-current assets, other than those expenditures or
commitments for expenditures that:
(a) are adequately budgeted in the then-approved Construction Budget (including

the then-approved operation and maintenance portion or the major maintenance portion thereof, as
applicable), the then-approved O&M Budget or the then-approved Major Maintenance Plan and Budget
(as applicable);
(b) do not exceed, in the aggregate, three million Dollars ($3,000,000) (or its
equivalent in any other currency) in any calendar year;
(c) are required to be made by the Co-Obligor on an emergency basis to safeguard

persons or its property in accordance with Prudent Industry Practices and the Concession Agreement;
provided that, within fifteen (15) days after the incurrence of such expenditures, the Co-Obligor shall
deliver to the Intercreditor Agent documentation evidencing the incurrence of such expenditures,
including any invoices issued in connection with the foregoing;
(d) are required to be made by the Co-Obligor pursuant to applicable Law; or
(e) are required to be made by the Co-Obligor pursuant to Clause 11.3(a) or Clause
19.2 of the Concession Agreement.
Section 7.18. Obras Complementarias; Obras Voluntarias; Obras Menores. The Co-
Obligor shall not:
(a) perform any works in connection with any Obras Voluntarias (or permit that any
such works are performed);
(b) perform any works in connection with any Obras Complementarias (or permit
that any such works are performed), unless:

(i) the Co-Obligor is required to perform such Obras Complementarias in
accordance with the requirements of Clause 19.2 of the Concession Agreement; and
(ii) the Co-Obligor has received the prior written consent of the Required
Lenders (such consent not to be unreasonably withheld, delayed or conditioned, except where a Default
has occurred and is continuing) in consultation with the Independent Engineer; or
(c) perform any works or agree to any "precios unitarios" under Clause 19.1 of the
Concession Agreement in connection with any Obras Menores, other than any such works that do not
exceed, in the aggregate together with any other works in connection with Obras Menores, fifteen billion
Pesos (COP15,000,000,000) (or its equivalent in any other currency), unless the Co-Obligor has received
the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, delayed
or conditioned, except where a Default has occurred and is continuing) in consultation with the
Independent Engineer.
Section 7.19. Voluntary Prepayments under the Peso Credit Agreement and the Liquidity
Credit Agreement; Cancellation of Commitments.
(a) Subject to paragraph (b) below, none of the Obligors shall voluntarily prepay
any of the Peso Loans, unless the Obligors simultaneously prepay the Dollar Loans and each such
prepayment of the Senior Loans is applied, first, on a pro rata and pari passu basis among the Senior
Lenders based on the outstanding principal of the Senior Loans, and then, with respect to the Dollar Loans
only, applied in accordance with Section 2.03(c)(ii) (Conditions of Prepayments).
(b) Notwithstanding anything to the contrary herein, if the Co-Obligor receives ANI
Contributions corresponding to a calendar year before April 30th of the immediately subsequent calendar
year and that are denominated in Pesos (after any applicable Discounts and Deductions have been
effectively applied against the Co-Obligor pursuant to the Concession Agreement), the Co-Obligor shall
be entitled to apply such proceeds to voluntarily prepay the Peso Loans in accordance with the Peso
Credit Agreement; provided that, such prepayment of the Peso Loans shall be applied to the immediately
subsequent installment of the Peso Loans payable under the Peso Credit Agreement in full.
(c) None of the Obligors shall permanently reduce or cancel or permit to be

permanently reduced or cancelled any part of the unutilized portion of any commitment under the Peso
Credit Agreement or the Liquidity Credit Agreement; provided that, the Obligors may voluntarily
prepay in full the Liquidity Loans and permanently cancel the unutilized portion of the commitments
under the Liquidity Credit Agreement if, on the date of such prepayment and cancellation (i) the Co-
Obligor enters into a replacement Liquidity Credit Agreement that is (A) substantially on the terms set
forth in Schedule 28 (Liquidity Facility Main Terms and Conditions) or (B) on terms that, taken as a
whole, are no less favorable to the Obligors than those set forth under Schedule 28 (Liquidity Facility
Main Terms and Conditions) and do not adversely affect any of the Secured Creditors, and otherwise in
form and substance reasonably acceptable to the Majority Peso Lenders, with the prior written consent of
the Majority Peso Lenders, (ii) the Intercreditor Agent receives a true, correct and complete copy of such
replacement Liquidity Credit Agreement together with a certificate certifying the foregoing and that such
replacement Liquidity Credit Agreement has been duly executed and delivered by all parties thereto and
become in full force and effect and (iii) the Liquidity Lenders party to such replacement Liquidity Credit
Agreement have acceded to the Intercreditor Agreement.

Section 7.20. Disbursements of the Liquidity Loans and the Subordinated Additional
Loans. None of the Obligors shall request any disbursement of:
(a) any Liquidity Loan if, as a result of such disbursement, the outstanding principal
amount of the Liquidity Loans will exceed the Liquidity Loans Maximum Outstanding Amount as of the
relevant date of disbursement of such Liquidity Loans; provided that, prior to a disbursement of the
Liquidity Loan, the Co-Obligor shall have delivered to the Intercreditor Agent, a certificate signed by a
Responsible Officer of the Co-Obligor certifying the foregoing; or
(b) the Subordinated Additional Loans under the Subordinated Additional Loans
Credit Agreement, unless:
(i) each of the conditions set forth in Section 7.06 (Restricted Payments)
(other than the condition set forth in Section 7.06(g) (Restricted Payments)) is satisfied as of the relevant
date of disbursement of the Subordinated Additional Loans and after giving effect to such disbursement;
(ii) the aggregate actual Traffic Revenues of the Project for the relevant DR
Cycle are at least equal to the aggregate projected Traffic Revenues of the Project under the Base Case
Model for such DR Cycle (or applicable portion thereof); and
(iii) the Co-Obligor has delivered to the Intercreditor Agent, a certificate

signed by a Responsible Officer of the Co-Obligor certifying the foregoing;
provided that, (i) none of the Obligors shall request any disbursement of the
Subordinated Additional Loans more than once during a calendar year and (ii) any such disbursement of
the Subordinated Additional Loans shall occur within thirty (30) days following a Principal Payment Date.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default. Any of the following events shall constitute an Event of
Default (each, an "Event of Default"):
(a) Non-Payment. Any Obligor fails to make any payment when due of any amount
of principal of any Dollar Loan, any interest on any Dollar Loan, or any fee or any other amount payable
by it under this Agreement or any other Financing Document (other than the Peso Credit Agreement, the
Liquidity Credit Agreement and any promissory note issued under such Facility Agreement) and such
failure continues for more than two (2) Business Days; or
(b) Other Defaults.
(i) Except as otherwise addressed in this Section 8.01, any Obligor fails to
perform or observe any covenant or undertaking in Sections 6.05 (Preservation of Existence, Etc.), 6.11
(Use of Proceeds), 6.12 (Pari Passu), 6.19 (Anti-Terrorism Laws; Sanctions), 6.23(f) (Construction and
Operation), 6.24(a) and (b) (Prepayments under other Facility Agreements), 6.25(b) and (c) (Liquidity
LCs) or 6.26 (Subordinated Additional Loans Credit Agreement) or Article VII (Negative Covenants)
(other than those covenants or undertakings in Sections 7.04 (Investments), 7.05 (Dispositions), 7.09

(Transactions with Affiliates), 7.12 (Bank Accounts), 7.16 (Hedge Agreements) and 7.18 (Obras
Complementarias; Obras Voluntarias; Obras Menores)); or
(ii) Any Obligor fails to perform or observe any covenant or undertaking in

Sections 7.04 (Investments), 7.05 (Dispositions), 7.09 (Transactions with Affiliates), 7.12 (Bank Accounts),
7.16 (Hedge Agreements) or 7.18 (Obras Complementarias; Obras Voluntarias; Obras Menores) and such
failure continues for more than thirty (30) days after the earlier of the date on which (A) any Obligor
receives a written notice of such failure from the Administrative Agent or the Intercreditor Agent or (B)
any Obligor becomes aware of such failure; or
(iii) Any Obligor fails to perform or observe any covenant or undertaking in

Section 6.24(c) (Prepayments under other Facility Agreements); provided that, such event shall not
constitute an Event of Default if, within three (3) months after the Liquidity Facility Long-Stop Date, the
obligations of the Sponsors set forth under Section 2.06(a) (Liquidity Equity Contributions) of the Sponsor
Agreement have been satisfied in full; or
(iv) Any Obligor fails to perform or observe any covenant or undertaking in

Section 6.23(g) (Construction and Operation); provided that, such event shall not constitute an Event of
Default if, within thirty (30) days upon the occurrence thereof, (A) the Co-Obligor delivers a Construction
Remediation Plan to the Intercreditor Agent and (B) the Intercreditor Agent has confirmed to the Co-
Obligor in writing that such Construction Remediation Plan is acceptable to the Required Lenders (acting
reasonably and in consultation with the Independent Engineer); or
(v) Except as otherwise addressed in this Section 8.01, any Obligor, any
Shareholder or any Sponsor fails to perform or observe any covenant or undertaking in this Agreement or
any other Financing Document (other than the Peso Credit Agreement, the Liquidity Credit Agreement
and any promissory note issued under such Facility Agreements) to which it is a party, and such failure
continues for more than thirty (30) days after the earlier of the date on which such Person (A) becomes
aware of such failure or (B) receives written notice of such failure from the Administrative Agent or the
Intercreditor Agent; or
(c) Failure to comply with Funding Obligations. Any Sponsor or Obligor fails to
perform or observe any of its covenants or undertakings in Article II (Equity Contributions and other
Funding Obligations of the Sponsors) under the Sponsor Agreement and such failure is not remedied
within the applicable grace period (if any) set forth thereunder; or
(d) Failure to comply with Share Retention Requirements. Any Obligor, any
Shareholder or, at any time until the Sponsor Release Date, any Sponsor fails to perform or observe any
of its covenants or undertakings in Article V (Share Retention Obligations) under the Sponsor Agreement
and such failure is not remedied within the applicable grace period (if any) set forth thereunder; or
(e) Representations and Warranties. Any representation, warranty, certification

or statement of fact made or deemed made by or on behalf of any Obligor, any Shareholder or, at any
time until the Sponsor Release Date, any Sponsor herein, in any other Financing Document (other than
the Peso Credit Agreement, the Liquidity Credit Agreement and any promissory note issued under such
Facility Agreements), or in any document delivered by any such Person in connection herewith or
therewith is incorrect or misleading in any material respect (or, if qualified by "materiality", "Material
Adverse Effect" or similar language, in any respect after giving effect to such qualification) when made
or deemed made unless, to the extent the misrepresentation is subject to cure and the event giving rise to
the incorrect or misleading misrepresentation has been cured within thirty (30) days after the earlier of
the date on which (i) any such Person receives a written notice of such misrepresentation from the

Administrative Agent or the Intercreditor Agent or (ii) such Person becomes aware of such
misrepresentation; or
(f) Cross-Default.
(i) Any Obligor:
(A) fails to make any payment when due and payable beyond any
period of grace specified in the corresponding agreement or instrument (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness (other than the
Indebtedness incurred under the Facility Agreements) having an aggregate principal amount exceeding
nine billion Pesos (COP9,000,000,000) (or its equivalent in any other currency); or
(B) fails to observe or perform any other agreement or condition

relating to any such Indebtedness the aggregate principal amount of which exceeds nine billion Pesos
(COP9,000,000,000) (or its equivalent in any other currency) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect of which is to cause a default
or other event, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded
or terminated or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its
stated maturity, or cash collateral in respect thereof to be demanded; or
(ii) At any time until the Sponsor Release Date, any Sponsor:
(A) fails to make any payment when due and payable beyond any
period of grace specified in the corresponding agreement or instrument (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness having an
aggregate principal amount exceeding thirty billion Pesos (COP30,000,000,000) (or its equivalent in any
other currency) (or its equivalent in any other currency); or
(B) fails to observe or perform any other agreement or condition

relating to any such Indebtedness the aggregate principal amount of which exceeds thirty billion Pesos
(COP30,000,000,000) (or its equivalent in any other currency) (or its equivalent in any other currency), or
contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which is to cause a default or other event, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice
if required, such Indebtedness to be demanded or terminated or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to
be demanded;
provided that, no such event shall constitute an Event of Default with respect to any such Sponsor if,
within forty-five (45) days upon the occurrence thereof, the other Sponsors have agreed to assume, on a
several basis, all pending Contingent Equity Contributions of the affected Sponsor under the Sponsor
Agreement, on terms and conditions reasonably satisfactory to the Intercreditor Agent; or
(g) Facility Agreements Default. The occurrence of any Facility Agreement

Default; or
(h) Insolvency Proceedings, Etc.

(i) (A) Any Obligor, (B) at any time until the Construction Completion Date,
any Shareholder or (C) at any time until the Sponsor Release Date, any Sponsor, institutes or consents to
the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of
creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed for it or all or any
material part of its property without the application or consent of such Person and the appointment
continues undischarged or unstayed for more than ninety (90) days; or any proceeding under any Debtor
Relief Law relating to any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for more than ninety (90) days; or an order
for relief is entered in any such proceeding; provided that, no such event shall constitute an Event of
Default with respect to any Sponsor if, within forty-five (45) days upon the occurrence thereof, the other
Sponsors have agreed to assume, on a several basis, all pending Contingent Equity Contributions of the
affected Sponsor under the Sponsor Agreement, on terms and conditions reasonably satisfactory to the
Intercreditor Agent; or
(ii) Any Material Project Party institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undischarged or unstayed for more than ninety (90) days; or
any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues undismissed or unstayed for
more than ninety (90) days; or an order for relief is entered in any such proceeding; provided that, with
respect to any Material Project Party (other than ANI or the EPC Contractor), no such event shall constitute
an Event of Default if the Co-Obligor has entered into a Replacement Material Project Document for the
relevant Material Project Document within forty-five (45) days after the occurrence thereof; or
(i) Inability to Pay Debts.
(i) Any Obligor or, at any time until the Sponsor Release Date, any Sponsor
shall become unable or admits in writing its inability or fails generally to pay its debts as they become due;
provided that, no such event shall constitute an Event of Default with respect to any Sponsor if, within
forty-five (45) days upon the occurrence thereof, the other Sponsors have agreed to assume all pending
Contingent Equity Contributions of the affected Sponsor under the Sponsor Agreement, on terms and
conditions reasonably satisfactory to the Intercreditor Agent; or
(ii) Any Material Project Party shall become unable or admits in writing its
inability or fails generally to pay its debts as they become due; provided that, with respect to any Material
Project Party (other than ANI or the EPC Contractor), no such event shall constitute an Event of Default
if the Co-Obligor has entered into a Replacement Material Project Document for the relevant Material
Project Document within forty-five (45) days after the occurrence thereof; or
(j) Judgments.
(i) There is entered against any Obligor one or more final non-appealable
judgments, orders or arbitral awards:
(A) for the payment of money in an aggregate amount exceeding

thirty billion Pesos (COP30,000,000,000) (or its equivalent in any other currency) and the same shall not

be discharged or bonded (or provision shall not be made for such discharge), or a stay of execution shall
not be procured, within thirty (30) days of entry of such judgment(s), order(s) or arbitral award(s);
provided that, no such event shall constitute an Event of Default if such judgment, order or arbitral award
is covered by insurance and the relevant insurer has acknowledged liability therefor; or
(B) that has or would reasonably be expected to result in a Material

Adverse Effect, and the same shall not be discharged or bonded (or provision shall not be made for such
discharge), or a stay of execution shall not be procured, within thirty (30) days of entry of such judgment(s),
order(s) or arbitral award(s); or
(ii) At any time until the Sponsor Release Date, there is entered against any
Sponsor one or more final non-appealable judgments, orders or arbitral awards:
(A) for the payment of money in an aggregate amount exceeding

thirty billion Pesos (COP30,000,000,000) (or its equivalent in any other currency), and the same shall not
be discharged or bonded (or provision shall not be made for such discharge), or a stay of execution shall
not be procured, within ninety (90) days of entry of such judgment(s), order(s) or arbitral award(s);
provided that, no such event shall constitute an Event of Default if such judgment, order or arbitral award
is covered by insurance and the relevant insurer has acknowledged liability therefor; or
(B) that has or would reasonably be expected to result in a Material

Adverse Effect, and the same shall not be discharged or bonded (or provision shall not be made for such
discharge), or a stay of execution shall not be procured, within ninety (90) days of entry of such
judgment(s), order(s) or arbitral award(s);
provided, further, that, no such event shall constitute an Event of Default with respect to any Sponsor if,
(k) Attachments.
(i) An attachment or analogous process is levied or enforced upon or issued

against any Obligor or any of its properties for an amount in the aggregate exceeding nine billion Pesos
(COP9,000,000,000) (or its equivalent in any other currency) and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution shall not be procured, within ninety
(90) days of entry of such attachment or analogous process; or
(ii) At any time until the Sponsor Release Date, an attachment or analogous
process is levied or enforced upon or issued against any Sponsor or any of its properties for an amount in
the aggregate exceeding thirty billion Pesos (COP30,000,000,000) (or its equivalent in any other
currency), and the same shall not be discharged (or provision shall not be made for such discharge), or a
stay of execution shall not be procured, within ninety (90) days of entry of such attachment or analogous
process; provided that, no such event shall constitute an Event of Default with respect to any Sponsor if,

(l) Invalidity of Financing Documents.
(i) Any Financing Document, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of
all the Obligations, ceases to be in full force and effect; or
(ii) any Obligor, any Shareholder or, at any time until the Sponsor Release
Date, any Sponsor contests in any manner the validity or enforceability of any Financing Document; or
(iii) ANI or any Governmental Authority contests in any manner the validity
or enforceability of any Financing Document, unless the Obligors are disputing such action in good faith
and by appropriate proceedings; or
(iv) any Obligor, any Shareholder or, at any time until the Sponsor Release
Date, any Sponsor denies that it has any or further liability or obligation under any Financing Document,
repudiates its material obligations thereunder or purports to revoke, terminate or rescind any Financing
Document; or
(m) Relevant Permits.
(i) Any Relevant Permit (other than those specifically referred to in Sections
8.01(m)(ii) (Relevant Permits) or 8.01(m)(iii) (Relevant Permits) below is revoked, terminated, suspended
or ceases to be in full force and effect or any of its material provisions becomes invalid or unlawful or any
such agreement is declared to be void or is repudiated or its validity or enforceability at any time is
challenged by any party to it; provided that, no such event shall constitute an Event of Default with
respect to any such Relevant Permit if (i) such event is capable of being cured and (ii) (A) the Co-Obligor
has, promptly and in any event within ten (10) days from the date it becomes aware of such event, notified
the Administrative Agent or the Intercreditor Agent in writing of its plan to exercise diligent and good
faith efforts to cure such event and (B) such event is cured within ninety (90) days of the Administrative
Agent's or the Intercreditor Agent's (as applicable) receipt of such plan; or
(ii) Any Environmental License or PAGA issued in connection with, or

pursuant to, the Project is revoked, terminated, suspended or ceases to be in full force and effect or any of
its material provisions becomes invalid or unlawful or any such agreement is declared to be void or is
repudiated or its validity or enforceability at any time is challenged by any party to it; or
(iii) Any Environmental Permit issued in connection with, or pursuant to, the
Project is revoked or ceases to be in full force and effect or any of its material provisions becomes invalid
or unlawful or any such agreement is declared to be void or is repudiated or its validity or enforceability
at any time is challenged by any party to it; or
(n) Material Project Documents.
(i) The Co-Obligor is in breach, default or violation of any Material Project

Document and such breach, default or violation (A) is not cured within the applicable grace period set
forth in such Material Project Document (but excluding any grace period granted to any Secured Creditor
to remedy such default) and (B) either constitutes a termination event under such Material Project
Document or has resulted, or could reasonably be expected to result, in a Material Adverse Effect;
(ii) Any Material Project Party is in breach, default or violation of the

Material Project Documents to which it is a party and such breach, default or violation (A) is not cured

within the applicable grace period set forth in such Material Project Document and (B) either constitutes
a termination event under such Material Project Document or has resulted, or could reasonably be expected
to result, in a Material Adverse Effect; provided that, with respect to any Material Project Party (other
than ANI or the EPC Contractor), no such event shall constitute an Event of Default if the Co-Obligor has
entered into a Replacement Material Project Document for the relevant Material Project Document within
forty-five (45) days after the occurrence thereof;
(iii) Any Material Project Document (other than the Concession Agreement
or the EPC Contract) is revoked, terminated, suspended or ceases to be in full force and effect or any of
its material provisions becomes invalid or unlawful or any such agreement is declared to be void or is
repudiated or its validity or enforceability at any time is challenged by any party to it; provided that, no
such event shall constitute an Event of Default if the Co-Obligor has entered into a Replacement Material
Project Document for the relevant Material Project Document within forty-five (45) days after the
occurrence thereof;
(iv) ANI contests the validity or enforceability of the Concession Agreement

or denies that it has any further liability or obligations under the Concession Agreement, or purports to
revoke, terminate or rescind the Concession Agreement;
(v) The Concession Agreement or the EPC Contract is revoked, terminated,

suspended or ceases to be in full force and effect or any of its material provisions becomes invalid or
unlawful or any such agreement is declared to be void or is repudiated or its validity or enforceability at
any time is challenged by any party to it; or
(vi) ANI unilaterally modifies the Concession Agreement pursuant to the

terms thereof and any such modification:
(A) adversely affects the timing set forth in the Concession

Agreement for ANI to make any payments or compensations to any of the Obligors or the Additional Trust,
including payments of any Retribución, DR Payments or ANI Contributions;
(B) adversely affects the value or amount of any Retribución, DR

Payments or ANI Contributions;
(C) materially adversely affects any of the Indicators; or
(D) could reasonably be expected to result in a Material Adverse

Effect; or
(o) Security.
(i) (A) Any of the Onshore Collateral Agent or the Offshore Collateral Agent
ceases to hold a valid and enforceable first priority Lien (subject to Permitted Liens that are mandatorily
preferred by Law and subject to the Legal Qualifications) over any material portion of the Collateral or
(B) any Security Document, once executed, delivered and, to the extent required by applicable Law,
registered or recorded, fails (including by reason of any failure to make or renew any registration thereof)
to create upon such execution, delivery, registration and recordation a first priority perfected Lien (subject

to Permitted Liens that are mandatorily preferred by Law and subject to the Legal Qualifications) in any
material portion of the Collateral and such failure is not remedied within fifteen (15) days; or
(ii) There is entered into against any Shareholder one or more judgments,
orders or arbitral awards by a court or other body of competent jurisdiction suspending any of the rights,
terms or conditions of the Share Pledge Agreement, or any such rights, terms or conditions are suspended
pursuant to applicable Law; or
(p) Abandonment. The Co-Obligor abandons the Project; or
(q) Expropriation Event. The occurrence of an Expropriation Event; or
(r) Total Loss Event. The occurrence of a Total Loss Event.
Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Dollar Lenders (or the Administrative Agent on their behalf) may, acting in accordance
with the Intercreditor Agreement, take any or all of the following actions (or, if applicable, direct the
Intercreditor Agent to take, or to instruct any Agent to take, any of the following actions):
(a) declare the Commitments to be terminated, whereupon such Commitments and

the obligation of each Dollar Lender to make Dollar Loans shall be terminated;
(b) declare all or any portion of the unpaid principal amount of all outstanding Dollar
Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under
any other Financing Document (other than the Peso Credit Agreement and the Liquidity Credit
Agreement and any promissory notes issued under such Facility Agreements) to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived by each of the Obligors; and
(c) exercise on behalf of itself and the Dollar Lenders all rights and remedies
available to it and the Dollar Lenders under the Financing Documents (including providing directions to
the Intercreditor Agent on behalf of the Dollar Lenders), the Concession Agreement (including any rights
provided under, or pursuant to, Clause 3.12 of the Concession Agreement) or under applicable Laws;
provided that, notwithstanding anything to the contrary herein, any enforcement of the Security
or any rights provided under, or pursuant to, Clause 3.12 of the Concession Agreement or any instruction
to the Onshore Collateral Agent or the Offshore Collateral Agent to take any action with respect to such
Event of Default shall be subject to the terms of the Intercreditor Agreement.
Section 8.03. Application of Funds. After the exercise of remedies provided for in
Section 8.02 (Remedies Upon Event of Default) (or after the Dollar Loans have automatically become
immediately due and payable as set forth in the proviso to Section 8.02 (Remedies Upon Event of
Default)), any amounts received on account of the Obligations shall be applied by the Administrative
Agent in accordance with the terms of the Intercreditor Agreement.
Section 8.04. Remedies Independent. Notwithstanding anything to the contrary contained in

this Agreement or the other Financing Documents, the amounts payable at any time hereunder and
thereunder to each Dollar Lender shall be a separate and independent debt and each Dollar Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and its Notes, and it shall not
be necessary for any other Dollar Lender or the Administrative Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

ARTICLE IX
ADMINISTRATIVE AGENT
Section 9.01. Appointment and Authority.
(a) Each of the Dollar Lenders hereby irrevocably appoints Citibank, N.A. to act on
its behalf as the Administrative Agent hereunder and under the other Financing Documents to which it is
a party and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of
this Article are solely for the benefit of the Administrative Agent and the Dollar Lenders, and none of the
Obligors shall have any rights as a third-party beneficiary of any of such provisions.
(b) The Administrative Agent and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.05 (Delegation of Duties) for purposes of
acting on behalf of the Administrative Agent or exercising any rights and remedies thereunder at the
direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX
and Article X (Miscellaneous), as though such co-agents, sub-agents and attorneys-in-fact were the
Administrative Agent under the Financing Documents as set forth in full herein with respect thereto.
Section 9.02. Rights as a Dollar Lender. If the Person serving as the Administrative Agent
hereunder is also a Dollar Lender, it shall have the same rights and powers in its capacity as a Dollar
Lender as any other Dollar Lender and may exercise the same as though it were not the Administrative
Agent and the term "Dollar Lender" or "Dollar Lenders" shall, unless otherwise expressly indicated or
unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder
in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act
as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with any Obligor or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the Dollar Lenders.
Section 9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Financing Documents to which it is
a party. Without limiting the generality of the foregoing:
(a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing;
(b) the Administrative Agent shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Financing Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders acting through the Intercreditor Agent (or such number or
percentage of the Dollar Lenders as shall be expressly provided for herein or in the other Financing
Documents); provided that, (i) the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its legal counsel, may expose the Administrative Agent to liability or that is
contrary to any Financing Document to which the Administrative Agent is a party or applicable Law and
(ii) each Dollar Lender understands and agrees that its right to direct the Administrative Agent is subject
to its obligations under the Intercreditor Agreement, and such Dollar Lender agrees not to provide a
direction to the Administrative Agent that is not permitted under such agreement;

(c) the Administrative Agent shall not, except as expressly set forth herein and in
the other Financing Documents to which it is a party, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Obligor, any Shareholder, any Sponsor or any
of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity;
(d) the Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders acting through the Intercreditor Agent (or
such number or percentage of the Dollar Lenders as shall be expressly provided for herein or in the other
Financing Documents) or (ii) in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Obligors, a Dollar Lender or any
other Agent;
(e) the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in (or in connection with) this
Agreement or any other Financing Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Financing Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV (Conditions Precedent to Borrowing);
(f) the Administrative 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 Administrative Agent (including but not limited to any act or provision of any present or
future law or regulation or Governmental Authority applicable to it, 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), it being understood that the
Administrative Agent shall, to the extent reasonably possible under the circumstances giving rise to such
occurrence, inform in writing each Dollar Lender and each Obligor upon the occurrence of such event
and shall use reasonable efforts that are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances;
(g) no provision of this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have
reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not reasonably assured to it;
(h) nothing herein shall require the Administrative Agent to file financing
statements or continuation statements, or be responsible for maintaining the security interests purported
to be created as described herein or in any other Financing Document; and
(i) it is understood and agreed that any consent, approval, direction, notice or other
similar action entitled to be provided to the Administrative Agent by the Required Lenders shall be
provided by the Intercreditor Agent on behalf of, and at the direction of, such parties in accordance with
the Intercreditor Agreement. The Administrative Agent shall be entitled to conclusively rely upon any
consent, approval, direction, notice or other similar action from the Intercreditor Agent as a consent,
approval, direction, notice or other similar action from, and on behalf of, the Required Lenders in
accordance with the Intercreditor Agreement.

Section 9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper Person,
and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Dollar Loan that by its terms must be fulfilled to the satisfaction of a Dollar
Lender, the Administrative Agent may presume that such condition is satisfactory to such Dollar Lender
unless the Administrative Agent shall have received notice to the contrary from such Dollar Lender prior
to the making of such Dollar Loan. The Administrative Agent may consult with legal counsel,
independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 9.05. Delegation of Duties. The Administrative Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Financing Document to which it
is a party by or through any one or more sub-agents appointed by it and shall not be responsible for the
negligence or misconduct of any such sub-agent appointed with due care unless and to the extent that
such misconduct or negligence by such sub-agent is a result of the Administrative Agent's own gross
negligence or willful misconduct. The Administrative Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent.
Section 9.06. Resignation and Removal of Administrative Agent.
(a) The Administrative Agent may at any time give notice of its resignation to the
Dollar Lenders and the Obligors. The Dollar Lenders may at any time and (unless a Default has occurred
and is continuing) with the consent of the Co-Obligor, remove the Administrative Agent with or without
cause and upon written notice, such removal to take effect immediately upon issuance of such notice or
such date as may be specified therein. Upon receipt of any such notice of resignation or removal, the
Required Lenders shall have the right, in consultation with the Co-Obligor (unless a Default has occurred
and is continuing), to appoint a successor. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf
of the Dollar Lenders (but shall not be required to), petition a court of competent jurisdiction for the
appointment of a successor Administrative Agent that shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United States (a "Qualifying Entity"); provided
that, (i) if the Administrative Agent notifies the Obligors and the Dollar Lenders that no Qualifying Entity
has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice, (ii) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Financing Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Dollar Lenders under any of the Financing Documents,
the retiring Administrative Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (iii) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Dollar
Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,

privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Financing
Documents (if not already discharged therefrom as provided above in this Section). The fees payable by
the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Obligors and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Financing Documents, the provisions of this Article
and Section 10.04 (Expenses; Indemnity; Damage Waiver) shall continue for the benefit of such retiring
Administrative Agent, its sub-agents and their Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
(b) Anything herein to the contrary notwithstanding, if at any time the Required
Lenders determine that the Person serving as Administrative Agent is (without taking into account any
provision in the definition of "Defaulting Lender" requiring notice from the Administrative Agent or any
other party) a Defaulting Lender, the Required Lenders (determined after giving effect to Section 10.01
(Amendments; Etc.)) may, by notice to the Obligors and such Person, remove such Person as
Administrative Agent and hereunder appoint a replacement Administrative Agent. Such removal will, to
the fullest extent permitted by applicable Law, be effective on the earlier of (i) the date a replacement
Administrative Agent is appointed and (ii) the date that is ten (10) Business Days after the giving of such
notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been
appointed).
(c) Any corporation or association into which the Administrative Agent may be
merged or converted or with which it may be consolidated, or any corporation or association resulting
from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust or agency business of the
Administrative Agent, shall be the successor of the Administrative Agent hereunder and under the other
Financing Documents; provided that, such corporation shall be otherwise eligible under this Article IX
to act as a successor Administrative Agent, without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
Section 9.07. The Role of the Administrative Agent.
(a) Notwithstanding anything else to the contrary herein, whenever reference is

made in this Agreement, or any other Financing Document to which the Administrative Agent is a party,
to any discretionary action by, consent, vote, designation, requirement or approval of, notice, request or
other communication from, or other direction given or action to be undertaken or to be (or not to be)
suffered or omitted by the Administrative Agent or to any election, decision, opinion, acceptance, use of
judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not
to be made) by the Administrative Agent, it is understood that in all cases the Administrative Agent shall
be fully justified in failing or refusing to take any such action if it shall not have received written
instruction, advice or concurrence from the Required Lenders acting through the Intercreditor Agent (or
such number or percentage of the Dollar Lenders as shall be expressly provided for herein or in the other
Financing Documents). In furtherance of the foregoing, in connection with any vote or other similar
action under the Intercreditor Agreement, the Administrative Agent is authorized and directed to (i)
provide to the Intercreditor Agent any information in the possession in the Administrative Agent in
respect of the amounts of principal and interest owing on the Dollar Loans of a Dollar Lender or the
Commitments hereunder and (ii) provide votes, consents, approvals or directions to the Intercreditor
Agent at the direction of, and on behalf of, a Dollar Lender. The Administrative Agent shall have no
liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay
on the part of any such parties to provide such instruction, vote, advice or concurrence. The
Administrative Agent hereunder or under any other Financing Document to which it is a party shall in all

cases be fully justified in failing or refusing to act unless it shall receive further assurances to its
reasonable satisfaction from the Dollar Lenders of their indemnification obligations under
Section 10.04(c) against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action. This provision is intended solely for the benefit of Administrative
Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties
hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
(b) Each Dollar Lender and other party hereto understands that the Person serving
as the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the "Agent's
Group") is engaged in a wide range of financial services and businesses (including investment
management, financing, securities trading, corporate and investment banking and research) and may
engage in such activities with or on behalf of one or more of the Obligors or their Affiliates. Furthermore,
the Agent's Group may, in undertaking such activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including Affiliates of
the Obligors), including trading in or holding long, short or derivative positions in securities, loans or
other financial products of one or more of the Borrower's Affiliates. In addition, for the avoidance of
doubt, it is acknowledged and agreed that one or more of the Agent Group may serve in additional agent
capacities hereunder and under the other Financing Documents and the rights, benefits, protections and
immunities of the Administrative Agent set forth herein and under the other Financing Documents shall
not be limited as a result of it or other member of the Agent Group serving in such additional agent
capacities or exercising rights in connection therewith.
(c) The Dollar Lenders hereby authorize and direct Citibank, N.A., as
Administrative Agent, to enter into all of the Financing Documents to which it is a party.
ARTICLE X
MISCELLANEOUS
Section 10.01. Amendments, Etc. No amendment or waiver of any provision of this

Agreement, and no consent to any departure by any Obligor therefrom, shall be effective unless in
writing signed by the Administrative Agent (acting on the instructions of the Intercreditor Agent in
accordance with the terms of the Intercreditor Agreement) and the Obligors, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given;
provided that, no such amendment, waiver or consent shall:
(a) waive any condition set forth in Sections 4.01 (Conditions to the First Borrowing)
or 4.02 (Conditions to Each Borrowing) with respect to the first Borrowing of the Dollar Loans, without
the written consent of each Dollar Lender;
(b) extend or increase the Commitment of any Dollar Lender (or reinstate any
Commitment terminated pursuant to Section 8.02 (Remedies Upon Event of Default)) without the written
consent of such Dollar Lender;
(c) postpone any date fixed by this Agreement or any other Financing Document for
any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the
Dollar Lenders (or any of them) hereunder without the written consent of each Dollar Lender directly
affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Dollar
Loan, or (subject to paragraph (i) of the second proviso to this Section 10.01) any fees or other amounts
payable hereunder or under any other Financing Document, without the written consent of each Dollar
Lender directly affected thereby;
(e) change Section 2.10 (Sharing of Payments by Dollar Lenders) or Section 8.03
(Application of Funds) in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Dollar Lender;
(f) change any provision of this Section or the definition of "Required Lenders" or
any other provision hereof (including this Section 10.01) specifying the number or percentage of Dollar
Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder without the written consent of each Dollar Lender; and
(g) release all or substantially all of the Security in any transaction or series of
related transactions (other than as expressly permitted by the Security Documents), in each case without
the written consent of each Dollar Lender;
provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed
by the Administrative Agent in addition to the Dollar Lenders required above, affect the rights or duties
of the Administrative Agent under this Agreement or any other Financing Document to which it is a party,
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Mandated Lead Arranger
and Sole Bookrunner in addition to the Dollar Lenders required above, affect the rights or duties (if any)
of the Mandated Lead Arranger and Sole Bookrunner under this Agreement or any other Financing
Document to which it is a party and (iii) each of the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Anything to the contrary
notwithstanding, during such period as a Dollar Lender is a Defaulting Lender, to the fullest extent
permitted by applicable Law, such Dollar Lender shall not be entitled to vote in respect of amendments
and waivers hereunder and the Commitment or outstanding principal amount of the Dollar Loans of such
Dollar Lender hereunder shall not be taken into account in determining whether the Required Lenders or
all of the Dollar Lenders, as required, have approved any such amendment or waiver (and the definition
of "Required Lenders" shall automatically be deemed modified accordingly for the duration of such
period); provided that, any such amendment or waiver that would increase or extend the term of the
Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest
owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such
Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such
Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this
proviso shall require the consent of such Defaulting Lender.
Section 10.02. Notices; Electronic Communication; English Language.
(a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in Section 10.02(b) (Electronic
Communications)), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, secure file transfer, electronic mail (with a scanned
attachment thereto of an executed document) or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:

(i) if to the Obligors or the Administrative Agent, to the address, telecopier
number, electronic mail address or telephone number specified for such Person on Schedule 20 (Certain
Addresses for Notices); and
(ii) if to any Dollar Lender, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 20 (Certain Addresses for Notices) or
in the relevant Assignment and Assumption or such other address as a Dollar Lender may from time to
time notify to the Obligors and the Administrative Agent, as applicable.
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next business day for the recipient). Notices delivered
through electronic communications to the extent provided in Section 10.02(b) (Electronic
Communications), shall be effective as provided in such Section.
(b) Electronic Communications. Notices and other communications to the Dollar

Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that, the foregoing shall not apply to notices to any Dollar Lender pursuant to Article II (The
Commitments) if such Dollar Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Article by electronic communication. The Administrative Agent or either Obligor
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that, approval of such procedures may
be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent
to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the
intended recipient (such as by the "return receipt requested" function, as available, return electronic mail
or other written acknowledgement); provided that, if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing Section 10.02(a)
(Notices Generally) of notification that such notice or communication is available and identifying the
website address therefor.
In addition, each Obligor and each Dollar Lender hereby acknowledges that the Administrative
Agent may make information available to it by posting the information on Debt Domain or another similar
electronic system (the "Platform"). Each such party agrees that any document or notice posted on the
Platform by the Administrative Agent shall be deemed to have been delivered to the Obligors and the
Dollar Lenders in accordance with the provisions of this Section 10.02. Each party hereto agrees that it
will provide to the Administrative Agent (and, where applicable, to the Intercreditor Agent) all
information, documents and other materials that it is obligated to furnish to the Administrative Agent (or
the Intercreditor Agent, where applicable) pursuant to this Agreement, including, without limitation, all
notices, requests, financial statements, financial and other reports, certificates and other information
materials, all such communications being referred to herein collectively as "Communications"), by
transmitting the Communications in an electronic/soft medium in a format capable of being posted to the
Platform and acceptable to the Administrative Agent (or the Intercreditor Agent, if applicable) in
accordance with the information on Schedule 20 (Certain Addresses for Notices) and such other email
address provided by the Administrative Agent (including any other email address provided by the

Intercreditor Agent directly or through the Administrative Agent). In addition, each such party agrees to
continue to provide the Communications to the Administrative Agent (or the Intercreditor Agent, where
applicable) in the manner specified in this Agreement, but only to the extent requested by the
Administrative Agent (or the Intercreditor Agent, if applicable). Each Dollar Lender agrees that notice to
it specifying that the Communications have been posted to the Platform shall constitute effective delivery
of the Communications to such Dollar Lender for purposes of the Financing Documents. Each Dollar
Lender agrees (i) to notify the Administrative Agent in writing (including by electronic communication)
from time to time of such Dollar Lender's e-mail address to which the foregoing notice may be sent by
electronic transmission and (ii) that the foregoing notice may be sent to such email address. Nothing
herein shall prejudice the right of the Administrative Agent or any Dollar Lender to give any notice or
other communication pursuant to any Financing Document in any other manner specified in such
Financing Document. The Obligors and each Dollar Lender understands that the distribution of materials
and other communications through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution and agrees and assumes the risks
associated with such electronic distribution, except to the extent caused by the willful misconduct or gross
negligence of the Administrative Agent, as determined by a final non-appealable judgment of a court of
competent jurisdiction. The Platform is provided "as is" and "as available". Neither the Administrative
Agent, nor any of its Related Parties warrants the accuracy or completeness of the information contained
on the Platform or the adequacy of the Platform and each expressly disclaims liability for errors or
omissions in the information contained on the Platform. No warranty of any kind, express, implied or
statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects is made by the Administrative Agent, or
any of its Related Parties in connection with the information contained on the Platform.
(c) Change of Address, Etc. Each Obligor and the Administrative Agent may
change its address, telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Dollar Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the Obligors and the
Administrative Agent. In addition, each Dollar Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Dollar Lender.
(d) Reliance by Administrative Agent and Dollar Lenders. The Administrative

Agent and the Dollar Lenders shall be entitled to rely and act upon any notices purportedly given by or
on behalf of any Obligor even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. Each Obligor shall
indemnify the Administrative Agent, each Dollar Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Obligors. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.
(e) English Language. All documents to be furnished or communications to be

given or made under this Agreement shall be in the English language, except for those Organization
Documents, Material Project Documents, Security Documents, Authorizations, Insurance Policies and
other similar filings with Governmental Authorities, and financial statements, in each case, that were
originally executed or prepared in the Spanish language; provided that, if the Administrative Agent
(acting on the instructions of any Dollar Lender) requests a translation into English of any such document

in Spanish, the Co-Obligor shall furnish such translation and the costs of preparing such translation shall
be borne by the Co-Obligor.
Section 10.03. No Waiver; Cumulative Remedies. No failure by any Dollar Lender or

the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
Section 10.04. Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Obligors shall pay (i) all documented and reasonable
out-of-pocket costs and expenses incurred by the Administrative Agent, its Affiliates and each Dollar
Lender (including the reasonable fees, charges and disbursements of one (1) New York counsel and one
(1) Colombian counsel for each of the Administrative Agent and the Dollar Lenders) in connection with
the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Financing Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated); provided that, such fees and arrangements are agreed in
advance in writing by the Co-Obligor and the Administrative Agent and such relevant legal counsel and
(ii) all out-of-pocket documented expenses incurred by the Administrative Agent or any Dollar Lender
(including the fees, charges and disbursements of one (1) New York counsel and one (1) Colombian
counsel for each of the Administrative Agent or the Dollar Lenders) in connection with (A) in the case of
the Administrative Agent and its Related Parties, the administration of this Agreement and the other
Financing Documents and (B) the enforcement or protection of its rights (x) in connection with this
Agreement and the other Financing Documents, including its rights under this Section 10.04 or (y) in
connection with the Dollar Loans made hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Dollar Loans.
(b) Indemnification by the Obligors. The Obligors shall indemnify each of the
Administrative Agent (and any sub-agent thereof) and each Dollar Lender, and each Related Party of any
of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented
expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by any Obligor, any Shareholder
or any Sponsor arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Financing Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent and its Related Parties only, the administration of this Agreement and the other Financing
Documents (including, for the avoidance of doubt, Taxes imposed upon the Administrative Agent by
reason of its actions under the Financing Documents to which it is a party in its capacity as Administrative
Agent, other than Taxes measured by its compensation), (ii) any Dollar Loan or the use or proposed use
of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by
a third party or by any Obligor, any Shareholder or any Sponsor, and regardless of whether any
Indemnitee is a party thereto; provided that, such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court

of competent jurisdiction by final and non-appealable judgment to have resulted from the gross
negligence, bad faith or willful misconduct of such Indemnitee.
(c) Reimbursement by Dollar Lenders. To the extent that any Obligor for any
reason fails to indefeasibly pay any amount required under Sections 10.04(a) (Costs and Expenses) or
10.04(b) (Indemnification by the Obligors) or under the corresponding provisions of the other Financing
Documents to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party
of any of the foregoing, each Dollar Lender severally agrees to pay to each of the Administrative Agent
(or any such sub-agent) or such Related Party, as the case may be, such Dollar Lender's Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such
capacity. The obligations of the Dollar Lenders under this Section 10.04(c) are subject to the provisions
of Section 2.09(e) (Obligations of Dollar Lenders Several).
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by

applicable Law, each of the Obligors agrees not to assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Financing Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Dollar Loan or the use of the proceeds thereof. No Indemnitee referred to in
Section 10.04(b) (Indemnification by the Obligors) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.
(e) Payments. All amounts due under this Section 10.04 shall be payable not later
than thirty (30) days after demand therefor.
(f) Survival. The agreements in this Section 10.04 shall survive the resignation of
the Administrative Agent, the replacement of any Dollar Lender, the termination of the Total
Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Section 10.05. Payments Set Aside. To the extent that any payment by or on behalf of
any Obligor is made to the Administrative Agent or any Dollar Lender, or the Administrative Agent or
any Dollar Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any
part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Dollar Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such setoff had not occurred and (b) each Dollar Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any
amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of
such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Dollar Lenders under paragraph (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 10.06. Successors and Assigns.
(a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that none of the Obligors may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each Dollar
Lender and no Dollar Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of Section 10.06(b) (Assignments by Dollar
Lenders), (ii) by way of participation in accordance with the provisions of Section 10.06(d)
(Participations) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
Section 10.06(f) (Certain Pledges) (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in Section 10.06(d) (Participations) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Dollar Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Dollar Lenders.
(i) Any Dollar Lender may at any time during the Availability Period assign
all or a portion of its Commitment (including all or a portion of its rights and obligations under this
Agreement in connection therewith) to (A) one (1) or more Qualified Lenders or (B) to any other Person
to the extent such assignment is made by a Dollar Lender pursuant to a requirement by a regulatory
Governmental Authority; and
(ii) Any Dollar Lender may at any time assign to (A) one (1) or more
Qualified Lenders or (B) to any other Person to the extent such assignment is made by a Dollar Lender
pursuant to a requirement by a regulatory Governmental Authority, all or a portion of the Dollar Loans at
the time owing to it (including all or a portion of its rights and obligations under this Agreement in
connection therewith);
provided that, in each case (A) the Administrative Agent is satisfied with all documentation and other
information of such assignee required by bank regulatory authorities under "know your customer"
procedures and anti-money laundering rules and regulations, including the PATRIOT Act, (B) the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
(C) no such assignment shall be made to any Obligor, Shareholder or Sponsor or any such Person's
Affiliates or Subsidiaries, (D) no such assignment shall be made to a natural person and (E) such assignee
shall be registered with the Colombian Central Bank as a foreign lender. Any lender to whom any portion
of any Dollar Loan or Commitment is assigned pursuant to this Section 10.06(b) shall be a "New Dollar
Lender"; provided, further, that (x) upon receipt of any Assignment and Assumption, the Administrative
Agent shall promptly inform the Obligors of the identity of the corresponding New Dollar Lenders and (y)
upon receipt of the such notice from the Administrative Agent, the Co-Obligor shall promptly file a notice
with ANI to inform it of the identity of each such New Dollar Lender and/or to request that ANI register
such New Dollar Lender
Subject to recording thereof by the Administrative Agent pursuant to Section 10.06(c) (Register),
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Dollar Lender under this Agreement, and the assigning
Dollar Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption

covering all of the assigning Dollar Lender's rights and obligations under this Agreement, such Dollar
Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.01
(Taxes), Section 3.04 (Increased Costs), Section 3.05 (Compensation for Losses) and Section 10.04
(Expenses; Indemnity; Damage Waiver) with respect to facts and circumstances occurring prior to the
effective date of such assignment. Upon request, each of the Obligors (at their own expense) shall execute
and deliver a Note to the assignee Dollar Lender. Any assignment or transfer by a Dollar Lender of rights
or obligations under this Agreement that does not comply with this Section shall be treated for purposes
of this Agreement as a sale by such Dollar Lender of a participation in such rights and obligations in
accordance with Section 10.06(d) (Participations).
(c) Register. The Administrative Agent, acting solely for this purpose as an agent
of the Obligors, shall maintain a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Dollar Lenders, and the Commitments of, and
principal amounts of the Dollar Loans owing to, each Dollar Lender pursuant to the terms hereof from
time to time (the "Register"). The entries in the Register shall be conclusive, and the Obligors, the
Administrative Agent and the Dollar Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Dollar Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by each of the
Obligors and any Dollar Lender, at any reasonable time and from time to time upon reasonable prior
notice.
(d) Participations. Any Dollar Lender may at any time, without the consent of, or
notice to, any Obligor or the Administrative Agent, sell participations to any Person (other than a natural
person or any Obligor, Shareholder or Sponsor or any such Person's Affiliates or Subsidiaries) (each, a
"Participant") in all or a portion of such Dollar Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Dollar Loans owing to it); provided that, (i) such
Dollar Lender's obligations under this Agreement shall remain unchanged, (ii) such Dollar Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and (iii) each
of the Obligors, the Administrative Agent and the Dollar Lenders shall continue to deal solely and directly
with such Dollar Lender in connection with such Dollar Lender's rights and obligations under this
Agreement.
Any agreement or instrument pursuant to which a Dollar Lender sells such a participation shall
provide that such Dollar Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that, such agreement
or instrument may provide that such Dollar Lender shall not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to Section 10.01
(Amendments, Etc.) that affects such Participant. Subject to Section 10.06(e) (Limitations upon
Participant Rights and New Dollar Lender Rights), each Obligor agrees that each Participant shall be
entitled to the benefits of Section 3.01 (Taxes), Section 3.04 (Increased Costs) and Section 3.05
(Compensation for Losses) to the same extent as if it were a Dollar Lender and had acquired its interest by
assignment pursuant to Section 10.06(b) (Assignment by Dollar Lenders). To the extent permitted by Law,
each Participant also shall be entitled to the benefits of Section 10.08 (Right of Setoff) as though it were a
Dollar Lender; provided that, such Participant agrees to be subject to Section 2.10 (Sharing of Payments
by Dollar Lenders) as though it were a Dollar Lender.
(e) Limitations upon Participant Rights and New Dollar Lender Rights. A
Participant or New Dollar Lender shall not be entitled to receive any greater payment under Section 3.01
(Taxes) or Section 3.04 (Increased Costs) than the applicable Dollar Lender would have been entitled to
receive with respect to the participation sold to such Participant or the Dollar Loans or Commitments
assigned to a New Dollar Lender, as the case may be, unless the sale of the participation to such

Participant or the assignment to a New Dollar Lender is made with the Co-Obligor's prior written consent.
A Participant or New Dollar Lender that would be a Foreign Lender if it were a Dollar Lender shall not
be entitled to the benefits of Section 3.01 (Taxes) unless the Obligors are notified of the participation sold
to such Participant or the assignment to such New Dollar Lender and such Participant or New Dollar
Lender, as the case may be, agrees, for the benefit of the Obligors, to comply with Section 3.01(e) (Status
of Dollar Lenders) as though it were a Dollar Lender.
(f) Certain Pledges. Any Dollar Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure
obligations of such Dollar Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, central bank or similar institution; provided that, no such pledge or assignment shall
release such Dollar Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Dollar Lender as a party hereto.
Section 10.07. Treatment of Certain Information; Confidentiality. The

Administrative Agent and each of the Dollar Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its
and its Affiliates' respective managers, administrators, trustees, partners, directors, officers, employees,
agents, advisors and other representatives (it being understood that the Persons to whom such disclosure
is made shall be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the performance
of its duties under any Financing Document or the exercise of any remedies hereunder or under any
other Financing Document or any action or proceeding relating to this Agreement or any other Financing
Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
(ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers,
employees, agents, advisors and other representatives) to any swap or derivative or similar transaction
under which payments are to be made by reference to either Obligor and its obligations, this Agreement
or payments hereunder, (iii) any rating agency or (iv) the CUSIP Service Bureau or any similar
organization, (g) with the consent of either Obligor, or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section 10.07 or (ii) becomes available to the
Administrative Agent, any Dollar Lender or any of their respective Affiliates on a non-confidential basis
from a source other than the Obligors.
For purposes of this Section 10.07, "Information" means all information received from any
Obligor or any Subsidiary relating to any Obligor or any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent or any Dollar Lender on a
non-confidential basis prior to disclosure by the Obligors or any Subsidiary; provided that, in the case of
information received from any Obligor or any Subsidiary after the Effective Date, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.
The Administrative Agent and each of the Dollar Lenders acknowledge that (a) the Information
may include material non-public information concerning the Obligors or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material non-public information and (c) it

shall handle such material non-public information in accordance with applicable Law, including Federal
and state securities Laws.
Section 10.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Dollar Lender and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held
and other obligations (in whatever currency) at any time owing by such Dollar Lender or any such
Affiliate to or for the credit or the account of any Obligor against any and all of the obligations of any
Obligor now or hereafter existing under this Agreement or any other Financing Document to such Dollar
Lender, irrespective of whether or not such Dollar Lender shall have made any demand under this
Agreement or any other Financing Document and although such obligations of such Obligor may be
contingent or unmatured or are owed to a branch or office of such Dollar Lender different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each Dollar
Lender and their respective Affiliates under this Section 10.08 are in addition to other rights and
remedies (including other rights of setoff) that such Dollar Lender or their respective Affiliates may
have. Each Dollar Lender agrees to notify the Obligors and the Administrative Agent promptly after
any such setoff and application; provided that, the failure to give such notice shall not affect the validity
of such setoff and application.
Section 10.09. Counterparts; Integration; Effectiveness; Electronic Execution.
(a) Counterparts; Integration; Effectiveness. This Agreement may be executed

in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement and
the other Financing Documents, and any separate letter agreements entered into on the Effective Date,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01 (Conditions to the First Borrowing), this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when such Agent shall have
received counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.
(b) Electronic Execution of Assignments. The words "execution", "signed",

"signature" and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic
Transactions Act.
Section 10.10. Survival of Representations and Warranties. All representations and

warranties made by any Obligor hereunder or in any other Financing Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution
and delivery hereof and thereof. Such representations and warranties have been or shall be relied upon
by the Administrative Agent and each Dollar Lender, regardless of any investigation made by the
Administrative Agent or any Dollar Lender or on their behalf and notwithstanding that the
Administrative Agent or any Dollar Lender may have had notice or knowledge of any Default at the
time of the Borrowing, and shall continue in full force and effect until the Obligations Release Date.

Section 10.11. Severability. If any provision of this Agreement or the other Financing
Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Financing Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close
as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
Section 10.12. Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and

unconditionally submits, for itself and its respective property, to the non-exclusive jurisdiction of the
courts of the State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Financing Document or for recognition or
enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to
the fullest extent permitted by applicable Law, that all claims in respect of any such action or proceeding
may be heard and determined in such New York state court or in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing
in this Agreement or in any other Financing Document shall affect any right that the Administrative Agent
or any Dollar Lender may otherwise have to bring any action or proceeding relating to this Agreement or
any other Financing Document against any Obligor or its properties in the courts of any jurisdiction.
(c) Agent for Service of Process. Each Obligor further covenants and agrees that,
for so long as it shall be bound to the Dollar Lenders under this Agreement, it shall maintain a duly
appointed agent for the service of summons and other legal process in New York, New York, United
States of America, for purposes of any legal action, suit or proceeding brought by the Dollar Lenders in
respect of this Agreement and shall keep the Dollar Lenders advised of the identity and location of such
agent. Each Obligor further irrevocably consents, if for any reason there is no authorized agent for service
of process in New York, to the service of process out of the said courts by mailing copies thereof by
registered United States airmail postage prepaid to such Obligor at its address specified herein; and in
such a case the Dollar Lenders shall also send by telex or confirmed facsimile, or shall procure that there
is also sent by telex or confirmed facsimile, a copy of such process to such Obligor.
(d) Serving of Process. The serving of process in the manner provided in Section
10.12(c) (Agent for Service of Process) in any such action, suit or proceeding shall be deemed personal
service and accepted by any Obligor as such and shall be valid and binding upon such Obligor for all the
purposes of any such action, suit or proceeding.
(e) Waiver of Venue. Each Obligor hereby irrevocably waives, to the extent
permitted by applicable Law, any objection that it may now or hereafter have to the laying of the venue
of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States
District Court for the Southern District of New York or in any New York State Court sitting in the
Borough of Manhattan, New York, and hereby further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum and any right
to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of

which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may
be enforced in any court to the jurisdiction of which any Obligor is or may be subject, by suit upon
judgment.
Section 10.13. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
Section 10.14. USA PATRIOT ACT NOTICE. Each Dollar Lender that is subject to
the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Dollar Lender)
hereby notifies each Obligor that pursuant to the requirements of the PATRIOT Act, it is required to
obtain, verify and record information that identifies such Obligor, which information includes the name
and address of such Obligor and other information that shall allow such Dollar Lender or the
Administrative Agent, as applicable, to identify such Obligor in accordance with the PATRIOT Act.
Section 10.15. Non-Reliance. Each Dollar Lender acknowledges that it has,

independently and without reliance upon the Administrative Agent, any Dollar Lender, the Mandated
Lead Arranger and Sole Bookrunner or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Dollar Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent, the Mandated Lead Arranger and Sole Bookrunner or any other Dollar Lender
or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Financing Document or any related agreement or any document
furnished hereunder or thereunder.
Section 10.16. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Dollar Lenders, the Administrative Agent or the Mandated Lead Arranger and Bookrunner
shall have any powers, duties or responsibilities under this Agreement or any of the other Financing
Documents, except in its capacity, as applicable, as the Administrative Agent, the Dollar Lender or the
Mandated Lead Arranger and Bookrunner hereunder.
Section 10.17. Acknowledgement and Consent to Bail-In of EEA Financial

Institutions. Notwithstanding anything to the contrary in any Financing Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any EEA Financial Institution arising under any Financing Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party
hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution
that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Financing Document; or
(iii) the variation of the terms of such liability in connection with the exercise
of the write-down and conversion powers of any EEA Resolution Authority.
Section 10.18. Internet Gambling . In accordance with the Unlawful Internet

Gambling Enforcement Act of 2006, the parties to this Agreement may not use this Agreement or
Citibank, N.A. facilities in the United States to process "restricted transactions" as such term is defined
in 31 CFR Section 132.2(y). Therefore, none of the Obligors nor the parties hereto nor any person who
has an ownership interest in or control over any Citibank, N.A. account may use it to process or facilitate
payments for prohibited internet gambling transactions. For more information about the Unlawful
Internet Gambling Enforcement Act, including the types of transactions that are prohibited, please refer
to the following link:
http://www.federalreserve.gov/NEWSEVENTS/PRESS/BCREG/20081112B.HTM.
Section 10.19. Waiver of Immunities. To the extent an Obligor may be entitled in any
jurisdiction to claim for itself or any of its property immunity, in respect of its obligations under this
Agreement or any Financing 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 such immunity (whether or not claimed) may be attributed to it
or any of its property, such Obligor irrevocably agrees not to claim and irrevocably waives such
immunity to the fullest extent permitted by the laws of such jurisdiction.
Section 10.20. Ratification. Each party hereto agrees and acknowledges that, with respect to
each Financing Document entered into prior to the date hereof, any reference in such Financing Document
to "FIDEICOMISO P.A. 4G" shall be deemed, in each case, to be a reference to "Fideicomiso P.A. 4G",
and by the signature of the Borrower below, Fideicomiso P.A. 4G ratifies and confirms each such
Financing Document in all respects and agrees that all the terms, conditions and provisions thereof shall
be and remain in full force and effect against it as Borrower, except, in each case, as amended hereby.
[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.
FIDEICOMISO P.A. 4G, represented by FIDUCIARIA

4G, not in its individual capacity, but solely in its
capacity as Trustee, as Borrower
By:
Name:
Title:
Click here to enter text.

Signature Page
CONCESIÓN DE CARRETERAS COLOMBIANAS
S.A.S.,
as Co-Obligor
By:
Name:
Title:

Signature Page
CITIBANK, N.A.,
as Administrative Agent
By:
Name:
Title:

Signature Page
INTERNATIONAL BANK OF NEW YORK,
as Initial Dollar Lender
By:
Name:
Title:
By:
Name:
Title:

Signature Page
BANCO DE CRÉDITO DE AMERICA,
as Initial Dollar Lender
By:
Name:
Title:
By:
Name:
Title:

Signature Page
INTERNATIONAL BANK OF NEW YORK,
as Mandated Lead Arranger And Sole Bookrunner
By:
Name:
Title:
By:
Name:
Title:

Signature Page
SCHEDULE 1
INITIAL DOLLAR LENDERS
• International Bank of New York; and
• Banco de Crédito de América.
Click here to enter text. Sch. 1-1

SCHEDULE 2
COMMITMENTS AND APPLICABLE PERCENTAGES
Dollar Lender Commitment (in $) Applicable Percentage

(approx.)
International Bank of New York 500,000,000 71,4%
Banco de Crédito de América 200,000,000 28,6%
Total 700,000,000 100%

SCHEDULE 3
[RESERVED]

SCHEDULE 4
BORROWING SCHEDULE

SCHEDULE 5
REPAYMENT SCHEDULE

SCHEDULE 6
INSURANCE REQUIREMENTS

SCHEDULE 7
PROJECT DESCRIPTION
The Government of Colombia, acting through the ANI, has entered into a design, build, finance, operate
and maintain ("DBFOM") agreement with the Co-Obligor to procure the Project.
The Project consists of constructing, improving, and operating approximately 200 kilometers of toll roads
located in the region of Cundinamarca, Colombia. The Project commencement was November 15, 2017.
The concession will end between 25 and 29 years from commencement, once the present value of toll
revenues reaches or exceeds COP$1,500,000,000,000 from December 2015.
The Project is divided into four (4) Functional Units. The Concession Agreement allows each Functional
Unit to be completed and begin generating revenue independently of one another, and thus they possess
their own approvals and deadlines. The Functional Units are structured as follows:
Functional Unit Objective Properties to be

acquired
1 New construction of 2-lane 100

road.

road.

road.

road.
5 Maintenance and None

improvement of existing
road.
Total 400

SCHEDULE 8
PERMITTING SCHEDULE
1. Relevant Permits required prior to the Closing Date.
(a) Environmental license granted by the National Authority of Environmental Licenses (Autoridad
Nacional de Licencias Ambientales –ANLA-), by means of which the Co-obligor is authorized to
undertake all construction activities to execute Unit 1 ("Unidad Funcional 1, Carreteras
Colombianas – Puente Los Andes"), Subsector 1 ("Variante Carreteras Colombianas") of the
Project, as set forth in the Concession Agreement (Special Part or Clauses, Chapter III, Section 3.3
and Appendix 1), as amended from time to time, hereinafter "Environmental License Unit 1";
provided that for the avoidance of doubt the Environmental License Unit 1 shall not include any
environmental or social Relevant Permit issued in connection therewith. Environmental License
Unit 1 shall be duly granted and in force and shall be sufficient to comply with the environmental
obligations set forth in the Concession Agreement (General Part or Clauses, Chapter VIII, Section
8.1, (b) and Appendix 6);
(b) Environmental license granted by the ANLA, by means of which the Co-obligor is authorized to
undertake all construction activities to execute Unit 3 ("Unidad Funcional, Tunel Circunvalar")
of the Project, as set forth in the Concession Agreement (Special Part or Clauses, Chapter III,
Section 3.3 and Appendix 1), as amended from time to time, herein after "Environmental License
Unit 3"; provided that for the avoidance of doubt the Environmental License Unit 3 shall not include
any environmental or social Relevant Permit issued in connection therewith. The Environmental
License Unit 3 shall be duly granted and in full force and shall be sufficient to comply with the
environmental obligations set forth in the Concession Agreement (General Part or Clauses, Chapter
VIII, Section 8.1, (b) and Appendix 6);
(c) Environmental license granted by the ANLA, by means of which the Co-obligor is authorized to
undertake all construction activities to execute Unit 4 ("Unidad Funcional, Tunel Circunvalar –
Autopista") of the Project, as set forth in the Concession Agreement (Special Part or Clauses,
Chapter III, Section 3.3 and Appendix 1), as mended from time to time, hereinafter "Environmental
License Unit 4" ; provided that for the avoidance of doubt the Environmental License Unit 4 shall
not include any environmental or social Relevant Permit issued in connection therewith.
Environmental License Unit 4 shall be duly granted and in force and shall sufficient to comply with
the environmental obligations set forth in the Concession Agreement (General Part or Clauses,
Chapter VIII, Section 8.1, (b) and Appendix 6);
(d) Program for Adaptation to the Environmental Guideline (Programa de Adaptación de la Guía
Ambiental –PAGA-) duly approved by the construction compliance supervisor of the Concession
Agreement appointed by the ANI and by the National Roads Institute (Instituto Nacional de Vías
–INVIAS-), by means of which the Co-obligor shall comply with the requirements and standards
set forth in Section 3 of Decree 769 of 2014 for all rehabilitation activities to execute Unit 5
("Unidad Funcional, Primavera – Carreteras Colombianas") of the Project, as set forth in the
Concession Agreement (Special Part or Clauses, Chapter III, Section 3.3 and Appendix 1), as
amended from time to time, hereinafter "PAGA Unit 5"; provided that for the avoidance of doubt
the PAGA Unit 5 shall not include any environmental or social Relevant Permit issued in
connection therewith. PAGA Unit 5 shall be in full force and shall be considered by the ANI as
sufficient to comply with the environmental obligations set forth in the Concession Agreement
(General Part or Clauses, Chapter VIII, Section 8.1, (b) and Appendix 6);

(e) PAGA duly approved by the construction compliance supervisor of the Concession Agreement
appointed by the ANI and by the INVIAS, by means of which the Co-obligor shall include and
comply with the requirements set forth in Section 3 of Decree 769 of 2014 for all improvement
activities to execute Unit 2 ("Unidad Funcional, Puente Los Andes – Tunel Circunvalar") of the
Project, as established in the Concession Agreement (Special Part or Clauses, Chapter III, Section
3.3 and Appendix 1), as amended from time to time, hereinafter "PAGA Unit 2" provided that for
the avoidance of doubt the PAGA Unit 2 shall not include any environmental or social Relevant
Permit issued in connection therewith. PAGA Unit 2 shall be in full force and shall be considered
by the ANI as sufficient to comply with the environmental obligations set forth in the Concession
Agreement (General Part or Clauses, Chapter VIII, Section 8.1, (b) and Appendix 6);
(f) PAGA duly approved by the construction compliance supervisor of the Concession Agreement
appointed by the ANI and by the INVIAS, by means of which the Co-obligor shall include and
comply with the requirements set forth in Section 3 of Decree 769 of 2014 for all improvement
activities to execute Unit 1 ("Unidad Funcional 1, Carreteras Colombianas – Puente Los Andes"),
Subsector 2 ("Carreteras Colombianas – Puente Los Andes") of the Project, as established in the
Concession Agreement (Special Part or Clauses, Chapter III, Section 3.3 and Appendix 1), as
amended from time to time, hereinafter PAGA Unit 1 Subsector 2; provided that for the avoidance
of doubt the PAGA Unit 1 Subsector 2 shall not include any environmental or social Relevant
Permit issued in connection therewith. PAGA Unit 1 Subsector 2 shall be in force, and shall be
considered by the ANI as sufficient to comply with the environmental obligations set forth in the
Concession Agreement (General Part or Clauses, Chapter VIII, Section 8.1, (b) and Appendix 6);
(g) Certificates issued by the Ethnicities Directorate of the Ministry of Interior and Justice, by means
of which the Governmental Authority certifies that there are no ethnically differentiated
communities (black, indigenous and/or raizal communities) who inhabit or are located/established
in the area of the five (5) Units (Unidades Funcionales) of Project; and
(h) Archaeological Management Plan (Plan de Manejo Arqueológico) issued by the Colombian
Institute of Anthropology and History (Instituto Colombiano de Antropología e Historia - ICANH),
by means of which the ICANH establishes the permitted levels of interventions by the
Concessionaire in order to execute: (i) Unit 1 ("Unidad Funcional 1, Carreteras Colombianas –
Puente Los Andes"), Subsector 1 ("Variante Carreteras Colombianas") of the Project; (ii) Unit 1
("Unidad Funcional 1, Carreteras Colombianas – Puente Los Andes"), Subsector 2 ("Carreteras
Colombianas – Puente Los Andes") of the Project; (iii) Unit 2 ("Unidad Funcional, Puente Los
Andes – Tunel Circunvalar") of the Project; (iv) Unit 3 ("Unidad Funcional, Tunel Circunvalar")
of the Project; and (v) Unit 4 ("Unidad Funcional, Tunel Circunvalar – Autopista") of the Project,
as amended from time to time.
2. Relevant Permits required after the Closing Date.
None

SCHEDULE 9
HEDGING STRATEGY
1. Interest Rate Hedging.
(a) On or prior to the Closing Date, the Obligors shall enter into, and at all times maintain,
Interest Rate Hedge Agreements to hedge against increases in LIBOR.
(b) The Hedges entered into pursuant to the Interest Rate Hedge Agreements shall at all times
(i) have an aggregate notional amount of no less than eighty-five percent (85%), and no
more than one hundred five percent (105%), of the aggregate of the then-outstanding
principal amount of the Dollar Loans and (ii) provide that the aggregate notional amounts
shall increase on each Borrowing Date to ensure that the requirement in sub-paragraph (i)
above will be complied with.
2. FX Hedging.
(a) The Obligors shall, within five (5) Business Days after becoming aware of any currency
exposure related to any ANI Contribution scheduled to be paid in the following calendar
month in Pesos and determined by referencing a Dollar amount (an "ANI FX Exposure"),
enter into, and until the payment of such ANI Contribution maintain, foreign exchange
hedges (the "ANI FX Hedges") to hedge against such ANI FX Exposure. The ANI FX
Hedges shall at all times have an aggregate notional amount of one hundred percent (100%)
of the relevant ANI FX Exposure.
(b) On or prior to the Closing Date, the Obligors shall enter into, and at all times maintain
foreign exchange forwards (the "FX Forwards") with settlement dates on or around the
projected Borrowing Dates to hedge against the currency risk between Dollars and Pesos
with respect to all of the Borrowings projected to be made under this Agreement. If any
Borrowing (i) does not occur on the settlement date of the relevant FX Forward, the
Obligors shall within a commercially reasonable period of time amend the settlement date
of such FX Forward to the date on which such Borrowing is then expected to occur or (ii)
is in an amount that is greater than or less than the Dollar amount of the applicable FX
Forward, the Obligors shall within a commercially reasonable period of time amend the
notional amount of the applicable FX Forward proportionately; provided that, any such
amendment shall be made in compliance with the then-current Borrowing Schedule. The
FX Forwards shall at all times have an aggregate notional amount equal to (A) one hundred
percent (100%) of the then-undrawn Total Commitments, less (B) (x) the amount of all
fees and interest amounts projected to be payable to the Dollar Lenders with the proceeds
of the Dollar Loans, plus (y) the amount projected to be deposited to the Dollar Debt
Service Reserve Account with the proceeds of the Dollar Loans, in each case, as projected
in the Base Case Model delivered pursuant to Section 4.01(f) (Base Case Model). For all
purposes under the Financing Documents, other than with respect to Section 1.04
(Currency Conversions), the FX Forwards shall be FX Hedge Agreements.
(c) On or about the settlement date of each FX Forward, the Obligors shall enter into spot
foreign exchange transactions (the "Spot FX Transactions") with a Colombian banking
entity to purchase Pesos with (i) all of the Dollar amounts received by the Obligors from
the Dollar Lenders with respect to the relevant Borrowing (less (A) any amounts required
to be paid to the Qualified Hedge Providers pursuant to the related FX Forward, if any and
Sch. 9-1
(B) the amount of all fees, interest and other charges payable in respect of the Dollar Loans
related to the relevant Borrowing) and (ii) all of the Dollar amounts received by the
Obligors from the Qualified Hedge Providers, if any, with respect to such FX Forward.
The Obligors shall execute the Spot FX Transactions at a rate based on the fixing rate as
of the same date as the related FX Forward in order to minimize the risk between the FX
Forward and the related Spot FX Transaction. For the avoidance of doubt, the Spot FX
Transactions shall not be Hedge Agreements and shall not have any benefit of the security
granted under the Security Documents.
3. Termination.
Unless (a) an Event of Default or a "Termination Event" (as each such term is defined in the relevant
Hedge Agreement) has occurred under an Interest Rate Hedge Agreement or an FX Hedge
Agreement with respect to which the relevant Qualified Hedge Provider is the "Defaulting Party"
or the sole "Affected Party" (as each such term is defined in the relevant Hedge Agreement) or (b)
the Required Lenders and each Qualified Hedge Provider so agrees, the Obligors shall not terminate
any Interest Rate Hedge Agreement or FX Hedge Agreement, whether in whole or in part (including
as a result of a prepayment pursuant to Section 2.03 (Prepayments)), unless such termination is on
a pro rata basis among all Qualified Hedge Providers with respect to the Interest Rate Hedge
Agreements or the FX Hedge Agreements, as applicable.
Sch. 9-2
SCHEDULE 10
MATERIAL PROJECT DOCUMENTS
1. The Concession Agreement; and
2. The EPC Contract.
Sch. 10-1
SCHEDULE 11
MAP OF PROJECT SITE
Location:
Sch. 11-1
SCHEDULE 12
[RESERVED]
Sch. 12-1
SCHEDULE 13
CONSTRUCTION BUDGET
Sch. 13-1
SCHEDULE 14
CONSTRUCTION SCHEDULE
Sch. 14-1
SCHEDULE 15
EXISTING AFFILIATE TRANSACTIONS
None.
Sch. 15-1
SCHEDULE 16
EXISTING INDEBTEDNESS
Sch. 16-1
SCHEDULE 17
EXISTING INVESTMENTS
None.
Sch. 17-1
SCHEDULE 18
EXISTING LIENS
None.
Sch. 18-1
SCHEDULE 19
EXISTING LITIGATION
None.
Sch. 19-1
SCHEDULE 20
CERTAIN ADDRESSES FOR NOTICES
CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S.:
Address:
Attention:
Telephone:
Electronic mail:
Fideicomiso P.A. 4G, represented by Fiduciaria 4G, not in its individual capacity, but solely in its capacity
as Trustee:
Address:
Attention:
Phone:
Electronic mail:
Citibank, N.A., as Administrative Agent and as Intercreditor Agent:
Address:
Attention:
Telephone:
Facsimile:
Electronic mail:
International Bank of New York, as Dollar Lender:
Address/Lending Office:
Attention:
Telephone:
Facsimile:
Electronic mail:
Banco de Crédito de América, as Dollar Lender
Attention:
Telephone:
Electronic mail:
INTERNATIONAL BANK OF NEW YORK, as Mandated Lead Arranger and Sole Bookrunner:
Attention:
Telephone:
Facsimile:
Electronic mail:
Sch. 20-1
SCHEDULE 21
SECURITY DOCUMENTS REQUIRING REGISTRATION
No. Security Document Relevant Registry
Additional Trust Agreement Registro Nacional de Garantías Mobiliarias

1.
Commercial Establishment Pledge Agreement Registro Nacional de Garantías Mobiliarias
2.
Contractual Rights Pledge Agreement Registro Nacional de Garantías Mobiliarias
3.
EPC Rights Pledge Agreement Registro Nacional de Garantías Mobiliarias
4.
Master Trust Agreement Registro Nacional de Garantías Mobiliarias
5.
Share Pledge Agreement Registro Nacional de Garantías Mobiliarias
6.
Co-Obligor Register of Shareholders
Subordinated Loan Pledge Agreement Registro Nacional de Garantías Mobiliarias

7.
Trust Rights Pledge Agreement Registro Nacional de Garantías Mobiliarias
8.
Concession Agreement Contractual Rights Pledge Registro Nacional de Garantías Mobiliarias
9. Agreement
Sch. 21-1
SCHEDULE 22
LIQUIDITY FACILITY FORMULAS
For purposes of calculating the Liquidity Loans Maximum Outstanding Amount and the VPIP Ratio,
"Theoretical Cumulative VPIP", in constant Pesos as of December 31, 2016 shall be:
Sch. 22-1
SCHEDULE 23
WORKING CAPITAL FACILITY AGREEMENT MAIN TERMS AND CONDITIONS
Working Each Working Capital Facility Lender shall be a financial institution.

Capital Facility
Lenders
Type of facility Working capital facility.
Use of proceeds The proceeds of the Working Capital Facility Loans shall be used to fund ANI
Project Cost Overruns, or to reimburse the EPC Contractor for ANI Project Cost
Overruns that were paid by it, and to pay fees, interest and other charges payable
under the Working Capital Facility Agreement.
Availability From the signing date of the Working Capital Facility Agreement until the
Period Construction Completion Date.
Currency Pesos.
Repayment Principal and interest amounts of the Working Capital Facility Loans shall be
repaid with the proceeds of ANI Project Cost Overruns paid or reimbursed by ANI
that were financed by the Working Capital Facility Loans within five (5) days after
the Obligors' receipt thereof (each such date, a "Working Capital Facility
Payment Date"), but only to the extent the payments or reimbursements of such
ANI Project Cost Overruns are made prior to the termination of the Concession
Agreement; provided that, accrued and unpaid interest on the Working Capital
Facility Loans may be repaid with the proceeds of the Working Capital Facility
Loans.
Conditions The disbursement of Working Capital Facility Loans shall be subject to customary
precedent to conditions precedent for transactions of this type, including the following:
disbursement
(a) delivery of a complete promissory note ("pagaré diligenciado") for the amount
of the requested disbursement; and
(b) copy of the document in which ANI expressly recognizes the value of the ANI
Project Cost Overruns it is required to reimburse as referred to in Clause
7.2(d)(iii) of the Concession Agreement.
Sch. 23-1
Security As provided in paragraph (f)(ii) of the definition of "Permitted Indebtedness", the
Subordination Working Capital Facility Loans will be subordinated to the Financing Obligations
and Payment and secured solely by (and, other than as set forth in Section 4.02 (Application of
Distribution Monies) of the Intercreditor Agreement, its sole payment recourse will
be to):
(a) ANI Project Cost Overruns paid or reimbursed by ANI and deposited to the
Additional Trust, but only to the extent such payments or reimbursements are
made prior to the termination of the Concession Agreement; and
(b) payments effectively made by ANI to the Additional Trust in connection with
the value expressly recognized by ANI in the document referred to in Clause
7.2(d)(iii) of the Concession Agreement and its accrued interest (if any), in each
case, as part of the "OANI" component for determining the applicable
termination payment in the event of a termination of the Concession Agreement
as set forth therein, but only to the extent there are ANI Project Cost Overruns
that remain outstanding after the termination of the Concession Agreement.
Sch. 23-2
SCHEDULE 24
ENVIRONMENTAL CONSULTANT REPORT CONTENTS
1. Introduction.-
(a) Set out the objectives, scope and approach of the review and specify any relevant limitations (e.g.,
information gaps);
(b) Include clear identification of the Project with a suitable description, including items to provide
a sense of scale and the location, the context and the level of influence the Project, the timelines
and development phases (including focus on the current development stage);
(c) Approach and methodology, (e.g. desktop review, site visit, interviews); and
(d) Identification of the Environmental Consultant's team which carried out the review and prepared
the relevant report.
2. Evaluation.-
The review should aim to demonstrate in a comprehensive, clear and transparent manner how the Project
does or does not meet the requirements.
(a) Compliance with Environmental and Social Requirements and the then-current Environmental
Action Plan, including but not limited to:
(i) All topics of applicable IFC E&S Requirements; and
(ii) Project's environmental and social management system:
- Scope (financed project and associated facilities);
- Key Performance Indicators (KPIs);
- Environmental, Health, Safety and Security Policies;
- Management Programs (planned vs. in executed);
- Organizational Capacity and Competency; and
- Governance.
Note: Where applicable, present quantitative data using tables and comparing standards (Project vs.
applicable Laws vs. IFC E&S Requirements)
(b) Eventual environmental and social actions, suits, proceedings, claims or disputes.
3. Environmental Action Plan.-
All environmental and social risk components which shall be monitored during the life-cycle of the
transaction shall be part of the Environmental Action Plan, including those associated to future stages of
the project or in compliance at the point of the review. The Environmental Action Plan may be amended or
supplemented from time to time in accordance with the monitoring schedule set forth in the Credit
Agreement.
Example format:
Sch. 24-1
Related Environmental and Description of Documentati
Social Requirement Description of
Function non-compliance/gap on Required
the proposed
Macro Specific al Unit or Indicator of Completion Date
Action
topic1 Requirement associated risks Compliance
4. Conclusion.-
5. Appendices.-
It may be appropriate to include relevant appendices (e.g., photographs, drawings/figures, list of documents
reviewed) to enhance and support the understanding of the Project and the review.
1
As per the items part of the definition of Environmental and Social Requirements of the Credit Agreement.
Sch. 24-2
SCHEDULE 25
GLOBAL DEBT TO EQUITY RATIO CURRENCY CONVERSION
Sch. 25-1
SCHEDULE 26
CRITICAL PATH MILESTONES
Sch. 26-1
SCHEDULE 27
EXISTING INSURANCE INSTITUTIONS
Insurance Policy Type International Local Rating Policy Number

Company Rating
Compañía -Garantía única de
Aseguradora de cumplimiento
Fianzas S.A. -Responsabilidad
Confianza Civil Moodys Baa2
Extracontractual
-Obras civiles
-Estabilidad y
Calidad de Obra
ACE Compañía -Obras civiles
de Seguros S.A.
-Garantía única de
cumplimiento
-Responsabilidad
Civil V&R: AAA
Extracontractual
-Estabilidad y
Calidad de Obra
Chubb de -Todo Riesgo
Colombia maquinaria y A.M Best
Compañía de Equipo Ratings: A++u
Seguros S.A.
Compañía de -Responsabilidad
Mundial de Civil
Seguros S.A Extracontractual
-Garantía única de BRC S&P:
cumplimiento AA-
-Estabilidad y
Calidad de Obra
Sch. 27-1
SCHEDULE 28
LIQUIDITY FACILITY MAIN TERMS AND CONDITIONS
Liquidity Lenders Each Liquidity Lender shall be an Acceptable Bank.
Type of facility Revolving credit facility.
Use of proceeds The proceeds of the Liquidity Loans shall be used solely in accordance with
Section 6.11(b)(i) (Use of Proceeds).
Availability Period From the signing date of the Liquidity Credit Agreement until the maturity date
of the Peso Loans under the Peso Credit Agreement.
Currency Pesos.
Commitment Not less than COP290,000,000,000.
Repayment The outstanding Liquidity Loans shall be paid in one installment on the maturity
date of the Liquidity Loans, which shall be subsequent to the latest maturity date
of the Senior Loans.
Notwithstanding the above, the Liquidity Loans shall be subject to mandatory

prepayments in accordance with Sections 6.24(a) and 6.24(b) (Prepayment under
other Facility Agreements) (collectively, the "Liquidity Loan Cash Sweeps").
Interest Interest on each Liquidity Loan shall be due on each Principal Payment Date.
Any accrued interest on the Liquidity Loans not otherwise paid with (a) the
amounts available to make the Liquidity Loan Cash Sweep or (b) the proceeds of
the Liquidity Loans, shall be deferred and shall be payable on the last date of the
availability period of the Liquidity Loans.
Conditions The disbursement of each Liquidity Loan shall not be subject to any condition
precedent to precedent other than the following:
disbursement
(c) delivery of a blank promissory note, which shall be delivered on the signing
date of the Liquidity Credit Agreement, unless otherwise already delivered
prior to the relevant disbursement date;
(d) none of the Senior Loans shall have been accelerated;
(e) no Liquidity Loan Event of Default shall have occurred and be continuing;
and
(f) as a result of such disbursement, the outstanding principal amount of the

Liquidity Loans shall not exceed the Liquidity Loans Maximum Outstanding
Amount as of the relevant date of disbursement.
The rights of the Obligors to request disbursements of the Liquidity Loans shall
be collaterally assigned to the Onshore Collateral Agent for the benefit of the
Sch. 28-1
Secured Creditors. In addition to such collateral assignment, the Liquidity Credit
Agreement shall provide that the Secured Creditors, acting through the Onshore
Collateral Agent, shall have the right to request such disbursements and that the
Secured Creditors shall be considered third party beneficiaries of such provision.
The Onshore Collateral Agent shall only be entitled to request a disbursement of
the Liquidity Loans if, on the monthly transfer date falling immediately prior to
any interest payment date or principal payment date of the Peso Loans, there is a
shortfall in any debt payment account to pay scheduled debt service on the Peso
Loans on such date or if there is a shortfall to pay any other amount that is due
and payable on such date for which the proceeds of the Liquidity Loans are
available to be used pursuant to Section 6.11(b)(i) (Use of Proceeds).
"Liquidity Loan Event of Default" means (a) the Event of Default described in
Section 8.01(h) (Insolvency Proceedings, Etc.) arising in connection with any
Obligor and (b) to the extent only the Liquidity Lenders are Agency Lenders, the
Events of Default described in Section 8.01(b) (Other Defaults) arising due to
any Obligor failing to perform or observe any covenant or undertaking in Sections
6.19 (Anti-Terrorism Laws; Sanctions), 6.21 (Environmental Requirements;
Equator Principles) or 7.11 (Anti-Terrorism Laws; Sanctions).
"Agency Lender" means any development or multilateral finance institution

organized and existing as, or under the auspices or aegis of, any government,
governmental agency or semi-governmental authority.
Priority of Prior to the taking of acceleration action or enforcement action, no payments shall
payments in cash be made in connection with the Liquidity Loans under the cash waterfalls to be
waterfalls set forth in the Master Trust Agreement and/or the Additional Trust Agreement,
other than (a) payment of commitment fees on the Liquidity Loans, which shall
be paid pari passu and pro rata with operating costs, (b) payment of principal
and interest on the Liquidity Loans pursuant to the Liquidity Loan Cash Sweeps.
After the taking of acceleration action or enforcement action, the proceeds of any
Distribution Monies (as such term is defined in the Intercreditor Agreement) shall
be shared with the Liquidity Lenders in the order of priority set forth in Section
4.02 (Application of Distribution Monies) of the Intercreditor Agreement.
Voting rights / veto The Liquidity Lenders shall have only those voting rights or veto rights under the
rights Intercreditor Agreement set forth therein as of the Closing Date.
Sch. 28-2
SCHEDULE 29
SUBORDINATED ADDITIONAL FACILITY MAIN TERMS AND CONDITIONS
Subordinated Each Subordinated Additional Lender shall be a financial institution or vehicle.

Additional Lenders
Type of facility Revolving credit facility.
Use of proceeds The proceeds of the Subordinated Additional Loans shall be used solely in
accordance with Section 6.11(b)(ii) (Use of Proceeds).
Currency Pesos.
Repayment The outstanding Subordinated Additional Loans shall be paid in one installment
on the maturity date of the Subordinated Additional Loans, which shall be
subsequent to the latest maturity date of the Senior Loans.
Notwithstanding the above, the Subordinated Additional Loans shall be subject

to a mandatory prepayment in accordance with Section 6.24(b) (Prepayment
under other Facility Agreements) after the Liquidity Loans have been paid in full
(the "Subordinated Additional Loans Cash Sweep").
Interest Interest on each Subordinated Additional Loan shall be due on each Principal
Payment Date. Any accrued interest on the Subordinated Additional Loans not
otherwise paid with (a) the amounts available to make the Subordinated
Additional Loans Cash Sweep or (b) the proceeds of the Subordinated Additional
Loans, shall be deferred and shall be payable on the maturity date of the
Subordinated Additional Loans.
Priority of Prior to the taking of an acceleration action or enforcement action, no payments

payments in cash shall be made in connection with the Subordinated Additional Loans under the
waterfalls cash waterfalls to be set forth in the Master Trust Agreement and/or the
Additional Trust Agreement.
After the taking of acceleration action or enforcement action, the Subordinated

Additional Loans will be paid in the order of priority set forth in Section 4.02
(Application of Distribution Monies) of the Intercreditor Agreement.
Voting rights / veto The Subordinated Additional Lenders shall have no voting rights or veto rights
rights under the Intercreditor Agreement.
Sch. 29-1
EXHIBIT A-1
FORM OF COMPLETED NOTES
Modelo de Pagaré diligenciado

Pagaré No. [__] (el “Pagaré”)
CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S., sociedad constituida e inscrita de

conformidad con las leyes de Colombia, con N.I.T., con domicilio principal en Medellín, Departamento de
Antioquia, representada en este acto por [●], mayor de edad, domiciliado en la ciudad de [●] e identificado
con [●] No. [●], en su calidad de representante legal de la compañía; y FIDEICOMISO P.A. 4G, patrimonio
autónomo constituido y existente de conformidad con las leyes de Colombia, con N.I.T. [●] representado
por FIDUCIARIA 4G, quien no actúa en nombre propio, sino en su calidad de fiduciaria vocera del
patrimonio autónomo (los “Deudores Solidarios”) se obligan a pagar solidaria, indivisible, irrevocable e
incondicionalmente a la orden de [Nombre del Acreedor correspondiente] (el “Acreedor”), la suma de
[USD___________] por concepto de capital (el “Valor”) en los vencimientos ciertos y sucesivos que se
indican en este Pagaré junto con los intereses remuneratorios o de plazo pendientes que se hubieren causado
sobre el Valor y declaran:
Primero. Que los Deudores Solidarios se obligan a pagar el Valor en los siguientes vencimientos
ciertos y sucesivos, correspondiendo cada una de las fechas mencionadas a continuación a la fecha de
vencimiento de la respectiva cuota:
Año Monto en USD Fecha de Vencimiento
1 30 de abril de 2021
Second. Que los Deudores Solidarios se obligan a pagar los intereses remuneratorios o de plazo
pendientes de pago que se hubieren causado sobre el Valor en sus respectivos vencimientos ciertos y
sucesivos contenidos en este Pagaré, a una tasa equivalente a LIBOR + un margen aplicable (los “Intereses
Remuneratorios”). El margen aplicable será determinado de la siguiente manera:
(i) Desde [fecha de firma del Contrato] hasta el [31 de octubre de 2016], inclusive, corresponderá al 3.20% anual;
(ii) Desde el [1 de noviembre de 2016] hasta el [31 de octubre de 2019], inclusive, corresponderá al 3.35% anual;
Exh. A-1-1
(iii) Desde el [1 de noviembre de 2019] hasta el [31 de octubre de 2020], inclusive, corresponderá al 3.40% anual;
(iv) Desde el [1 de noviembre de 2020] hasta el [31 de octubre de 2021], inclusive, corresponderá al 3.80% anual;
y
(v) Desde el [1 de noviembre de 2021] hasta el [30 de abril de 2030], inclusive, corresponderá al 3.85% anual.
Para estos efectos:
“LIBOR” significa, para cualquier Período de Intereses, la tasa anual equivalente a la tasa ICE Administration LIBOR
Rate (“IBA LIBOR”) publicada por Reuters (u otra fuente comercial que provea cotizaciones de IBA LIBOR que sea
designada por el Acreedor en cualquier tiempo) aproximadamente a las 11:00 am (hora local de Londres), 2 días
hábiles antes al comienzo de dicho Período de Interés, para depósitos en dólares de los Estados Unidos de América
(para entrega en el primer día de tal Período de Intereses) con un plazo equivalente a dicho Período de Interés. Si tal
tasa no está disponible en tal momento por cualquier razón, LIBOR para dicho Período de Interés será la tasa anual
determinada por el Acreedor, equivalente a la tasa a la cual el Acreedor entregaría depósitos en dólares de los Estados
Unidos de América en el primer día de tal Período de Interés, y por un período equivalente a dicho Período de Interés,
a grandes bancos del mercado interbancario eurodólar de Londres a aproximadamente las 11:00 am (hora de Londres)
2 días hábiles antes del inicio de tal Período de Interés. Sin perjuicio de lo anterior, en el evento que la tasa de intereses
de cualquier Período de Interés determinada de acuerdo con las disposiciones anteriores sea menor a 0, la tasa LIBOR
para tal Período de Interés equivaldrá a 0.
“Período de Interés” significa un período de 6 meses que comienza en una Fecha de Pago de Interés, y termina el
día inmediatamente anterior a la siguiente Fecha de Pago de Interés, excepto para el primero período aplicable al
desembolso instrumentado en el Pagaré, en cuyo caso el Período de Interés será aquél contado desde el [incluir la
fecha del desembolso que instrumenta este pagaré] y hasta el [incluir el día inmediatamente anterior a la siguiente
Fecha de Pago de Interés].
“Fecha de Pago de Interés” significa abril 30 y octubre 31 de cada año, en el entendido que, si alguna
fecha no es un día hábil en Colombia y en la ciudad de Nueva York, Estados Unidos de América (en
adelante “Día Hábil”), dicha Fecha de Pago de Interés será el Día Hábil inmediatamente siguiente, salvo
que dicho Día Hábil caiga en el mes siguiente, en cuyo caso, se entenderá que la Fecha de Pago de Interés
significa el Día Hábil inmediatamente anterior.
Los intereses remuneratorios o de plazo pendientes de pago producirán intereses moratorios de conformidad
con los términos del artículo 886 del Código de Comercio colombiano y a la tasa de interés establecida en
el Artículo Cuarto del presente Pagaré.
Tercero. En caso de mora por parte de los Deudores Solidarios de cualquier cuota contenida en este
Pagaré, el Acreedor podrá, a su sola discreción, exigir el pago anticipado de todas las sumas de dinero
adeudadas en virtud del Pagaré, antes del vencimiento de los plazos establecidos, con el objetivo de recibir
el valor total de la obligación contenida en el Pagaré. La aceleración de que trata este numeral no requerirá
ningún tipo de notificación o requerimiento judicial o extrajudicial por parte del Acreedor a los Deudores
Solidarios.
Cuarto. Que en el evento en que los Deudores Solidarios incurran en mora en el cumplimiento de
cualquiera de las obligaciones dinerarias incorporadas en este Pagaré y mientras dicha mora continúe,
reconocerán y pagarán, sobre el saldo total de capital en mora, intereses moratorios a una tasa de interés
equivalente a la tasa de intereses remuneratorios, aumentada en un dos por ciento (2%), y en todo caso,
sujeta a la tasa de interés de mora máxima permitida por las leyes de la República de Colombia, certificada
por la Superintendencia Financiera de Colombia o cualesquier entidad que haga sus veces.
Quinto. Que los Deudores Solidarios pagarán el Valor incorporado en este Pagaré, junto con los
intereses remuneratorios, y moratorios, si fueren aplicables, en dólares de los Estados Unidos de América,
libre de gravámenes y sin deducción o retención alguna y en la cuenta que por escrito designe el Acreedor
para tales efectos.
Sexto. Los Deudores Solidarios entienden y aceptan que la suscripción, emisión y pago del presente
Exh. A-1-2
Pagaré constituye o se refiere a una operación de cambio y, por lo tanto, las sumas pagaderas bajo el mismo
deberán girarse en dólares de los Estados Unidos de América. Para efectos de cualquier liquidación judicial
o extrajudicial que suponga la conversión de pesos colombianos a dólares de los Estados Unidos de América
o viceversa, se aplicará la tasa representativa del mercado (TRM) certificada por la Superintendencia
Financiera de Colombia o por cualquier entidad que haga sus veces, vigente el día en que deba hacerse la
conversión. Si por cualquier motivo el Acreedor fuera obligado a recibir el pago en pesos colombianos, las
sumas de dinero en dólares de los Estados Unidos de América serán liquidadas en pesos colombianos a la
tasa representativa del mercado (TRM) vigente para la fecha del pago, según sea certificada por la
Superintendencia Financiera de Colombia o por quien haga sus veces.
Séptimo. Que los Deudores Solidarios pagarán todos los costos y gastos que se causen en relación con
el otorgamiento de este Pagaré y la protección de los derechos del Acreedor, incluyendo aquellos gastos
incurridos en la reestructuración o negociación del mismo. Igualmente, por el solo hecho de que el Acreedor
decida entregar para su cobro extrajudicial o judicial el presente documento, cualquiera que sea la causa,
serán de cargo de los Deudores Solidarios los gastos y honorarios profesionales que se generen por la
cobranza, siempre que se haya realizado cualquier gestión encaminada a realizar labores de cobranza.
Octavo. Que en caso de prórroga, novación o modificación de cualquiera de las obligaciones
contenida en este Pagaré a cargo de los Deudores Solidarios, estos manifiestan desde ahora que aceptan
expresamente que continúen vigentes todas y cada una de las garantías reales o personales que están
amparando las obligaciones a su cargo, garantías que se entenderán ampliadas a las nuevas obligaciones
que puedan surgir conforme a lo previsto en el artículo 1708 del Código Civil colombiano.
Noveno. Que los Deudores Solidarios renuncian irrevocablemente a cualquier presentación,
reconvención privada o judicial, protesto, presentación para el cobro, denuncia, reclamación, requerimiento
para la constitución en mora y el aviso de rechazo y cualquier requerimiento o notificación adicional de
cualquier naturaleza.
Décimo. Que los Deudores Solidarios manifiestan que para que este Pagaré sea cobrado no se requiere
demostrar perjuicio alguno por parte del Acreedor, y que el mismo será exigible inmediatamente el
Acreedor ejerza judicial o extrajudicialmente la acción cambiaria derivada del mismo, prestando mérito
ejecutivo suficiente sin más requisitos.
Undécimo. Que, de conformidad con lo establecido en el artículo 529 del Estatuto Tributario, este Pagaré
no está sujeto a impuesto de timbre. Sin perjuicio de lo anterior, los impuestos que pueda causar el
otorgamiento o ejecución del presente Pagaré estarán a cargo de los Deudores Solidarios, quedando el
Acreedor autorizado para pagarlos por cuenta suya si fuere necesario.
Duodécimo. Que, los Deudores Solidarios declaran que el Pagaré fue creado y emitido en la República de
Colombia.
Decimotercero. Que, este Pagaré se encuentra regido por, y debe interpretarse de conformidad con, las
leyes de la República de Colombia, y los Deudores Solidarios expresamente declaran que las leyes que
rigen su creación son las leyes de la República de Colombia.
Para constancia de lo anterior, los Deudores Solidarios suscriben el presente Pagaré en la ciudad de Bogotá D.C., el
día [__], del mes de [_____] del año [_____], el cual entrega al Acreedor con la intención de hacerlo negociable.
Exh. A-1-3
CONCESIÓN DE CARRETERAS FIDEICOMISO P.A. 4G
COLOMBIANAS S.A.S.
_____________________________
_______________________________
Nombre: ________________
Nombre: __________________
Cargo: ________________
Cargo __________________
C.C: ________________
C.C: __________________
[Ciudad], [día] de [mes] de [año]
Exh. A-1-4
EXHIBIT A-2
FORM OF BLANK NOTES
Pagaré No. [●] (el “Pagaré”)

CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S., sociedad constituida e inscrita de
conformidad con las leyes de Colombia, con N.I.T., representada en este acto por [●], mayor de edad,
domiciliado en la ciudad de [●] e identificado con [●] No. [●], en su calidad de representante legal
de la compañía y debidamente facultado para la suscripción del presente pagaré; y FIDEICOMISO
P.A. 4G, patrimonio autónomo constituido y existente de conformidad con las leyes de Colombia,
con N.I.T. [●] representado por FIDUCIARIA 4G, quien no actúa en nombre propio, sino en su
calidad de fiduciaria vocera del patrimonio autónomo (los “Deudores Solidarios”) se obligan a pagar
solidaria, indivisible, irrevocable e incondicionalmente a la orden de [Nombre del Acreedor
correspondiente]2 y/o a quien sea el tenedor legítimo de este Pagaré (el “Acreedor”) las sumas que se
consignan en este instrumento por concepto de capital, y las demás sumas de dinero de las cuales se
haga mención en el presente instrumento de acuerdo con los siguientes términos:
1. La suma de_____________________________________ dólares de los Estados Unidos de
América (USD$__________________________) por concepto de capital (el “Valor”);
2. La fecha de vencimiento de este Pagaré es: __________________ (la “Fecha de Vencimiento”).
Adicionalmente, los Deudores Solidarios declaran lo siguiente:
Primero. Que en el evento en que los Deudores Solidarios incurran en mora en el cumplimiento
de cualquiera de las obligaciones dinerarias incorporadas en este Pagaré y mientras dicha mora
continúe, reconocerán y pagarán, sobre el saldo total de capital en mora, intereses moratorios. Sobre
el Valor se causarán intereses moratorios a la menor de las siguientes tasas: (i) una tasa LIBOR más
el Margen Aplicable, aumentado en un dos por ciento (2%) anual; o (ii) la máxima tasa de interés
moratorio permitida por las normas vigentes en la República de Colombia y hasta que se certifique el
pago.
Para tales efectos,
El “Margen Aplicable” se determinará de la siguiente manera:
(vi) Desde la [___]3 hasta el 31 de octubre de 2016, inclusive, corresponderá al 3.20% anual;
(vii) Desde el 1 de noviembre de 2016 hasta el 31 de octubre de 2019, inclusive, corresponderá al
3.35% anual;
(viii) Desde el 1 de noviembre de 2019 hasta el 31 de octubre de 2020, inclusive, corresponderá al
3.40% anual;
2
Nota: Insertar nombre del Acreedor.
3
Insertar fecha de firma del contrato de crédito en dólares.
5
(ix) Desde el 1 de noviembre de 2020 hasta el 31 de octubre de 2021, inclusive, corresponderá al
3.80% anual; y
(x) Desde el 1 de noviembre de 2021 hasta el 30 de abril de 2030, inclusive, corresponderá al
3.85% anual.
“LIBOR” significa para cualquier Período de Intereses, la tasa anual equivalente a la tasa ICE
Administration LIBOR Rate (“IBA LIBOR”) publicada por Reuters (u otra fuente comercial que
provea cotizaciones de IBA LIBOR que sea designada por el Acreedor de tiempo en tiempo)
aproximadamente a las 10:00 am (hora local de Londres), 2 días hábiles antes al comienzo de dicho
Período de Interés, para depósitos en dólares de los Estados Unidos de América (para entrega en el
primer día de tal Período de Intereses) con un plazo equivalente a dicho Período de Interés. Si tal tasa
no está disponible en tal momento por cualquier razón, LIBOR para dicho Período de Interés será la
tasa anual determinada por el Acreedor, equivalente a la tasa a la cual el Acreedor entregaría depósitos
en dólares de los Estados Unidos de América en el primer día de tal Período de Interés, y por un
período equivalente a dicho Período de Interés, a grandes bancos del mercado interbancario eurodólar
de Londres a aproximadamente las 11:00 am (hora de Londres) 2 días hábiles antes del inicio de tal
Período de Interés. Sin perjuicio de lo anterior, en el evento que la tasa de intereses de cualquier
Período de Interés determinada de acuerdo con las disposiciones anteriores sea menor a 0, la tasa
LIBOR para tal Período de Interés equivaldrá a 0.
Segundo. Los Deudores Solidarios pagarán las sumas incorporadas en este Pagaré en dólares de
los Estados Unidos de América, sin deducción o retención alguna y en la cuenta que por escrito
designe el Acreedor para tales efectos.
Tercero. Los Deudores Solidarios entienden y aceptan que la suscripción, emisión y pago del
presente Pagaré constituye o se refieren a una operación de cambio y, por lo tanto, las sumas
pagaderas bajo el mismo deberán girarse en dólares de los Estados Unidos de América. Para efectos
de cualquier liquidación judicial o extrajudicial que suponga la conversión de pesos colombianos a
dólares de los Estados Unidos de América o viceversa, se aplicará la tasa representativa del mercado
(TRM) certificada por la Superintendencia Financiera de Colombia o por cualquier entidad que haga
sus veces, vigente el día en que deba hacerse la conversión. Si por cualquier motivo el Acreedor fuera
obligado a recibir el pago en pesos colombianos, las sumas de dinero en dólares de los Estados Unidos
de América serán liquidadas en pesos colombianos a la tasa representativa del mercado (TRM)
vigente para la fecha del pago, según sea certificada por la Superintendencia Financiera de Colombia
o por quien haga sus veces.
Cuarto. Los Deudores Solidarios pagarán todos los costos y gastos que se causen en relación
con el otorgamiento de este Pagaré y la protección de los derechos del Acreedor. Igualmente, por el
solo hecho de que el Acreedor decida entregar para su cobro extrajudicial o judicial el presente
documento, cualquiera que sea la causa, serán de cargo de los Deudores Solidarios los gastos y
honorarios profesionales que se generen por la cobranza, siempre que se haya realizado cualquier
gestión encaminada a realizar labores de cobranza.
Quinto. En caso de prórroga, novación o modificación de cualquiera de las obligaciones
contenidas en este Pagaré a cargo de los Deudores Solidarios, estos manifiestan desde ahora que
aceptan expresamente que continúen vigentes todas y cada una de las garantías reales o personales
que están amparando las obligaciones a su cargo, garantías que se entenderán ampliadas a las nuevas
6
obligaciones que puedan surgir conforme a lo previsto en el artículo 1708 del Código Civil
colombiano.
Sexto. Los Deudores Solidarios renuncian irrevocablemente a cualquier presentación,
reconvención privada o judicial, protesto, presentación para el cobro, denuncia, reclamación,
requerimiento para la constitución en mora y el aviso de rechazo y cualquier requerimiento o
notificación adicional de cualquier naturaleza.
Séptimo. Los Deudores Solidarios manifiestan que para que este Pagaré sea cobrado no se
requiere demostrar perjuicio alguno por parte del Acreedor, y que el mismo será exigible
inmediatamente el Acreedor ejerza judicial o extrajudicialmente la acción cambiaria derivada del
mismo, prestando mérito ejecutivo suficiente sin más requisitos.
Octavo. De conformidad con lo establecido en el artículo 529 del Estatuto Tributario, este
Pagaré no está sujeto a impuesto de timbre. Sin perjuicio de lo anterior, los impuestos que pueda
causar el otorgamiento, negociación o ejecución del presente Pagaré estarán a cargo de los Deudores
Solidarios, quedando el Acreedor autorizado para pagarlos por cuenta suya si fuere necesario.
Noveno. Los Deudores Solidarios declaran que el Pagaré fue creado y emitido en la República
de Colombia.
Décimo. Este Pagaré se encuentra regido por, y debe interpretarse de conformidad con, las leyes
de la República de Colombia, y los Deudores Solidarios expresamente declaran que las leyes que
rigen su creación son las leyes de la República de Colombia.
Para constancia de lo anterior, los Deudores Solidarios suscriben el presente Pagaré en la ciudad de
Bogotá D.C., el día [●], del mes de [●] del año [●], el cual entrega al Acreedor con la intención de
hacerlo negociable.

COLOMBIANAS S.A.S.
_____________________________
_______________________________
Nombre: ________________
Nombre: __________________
Cargo: ________________
Cargo __________________
C.C: ________________
C.C: __________________
7
Señores:
[Nombre del Acreedor correspondiente]4 y/o sus cesionarios, endosatarios y sucesores

Referencia: Instrucciones para diligenciar el pagaré con espacios en blanco No. [●]
Estimados Señores:
CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S, sociedad constituida e inscrita de

conformidad con las leyes de Colombia, con N.I.T., representada en este acto por [●], mayor de edad,
domiciliado en la ciudad de [●] e identificado con [●] No. [●], en su calidad de representante legal de la
compañía, debidamente facultado para la suscripción del presente documento; y FIDEICOMISO P.A. 4G,
patrimonio autónomo constituido y existente de conformidad con las leyes de Colombia, con N.I.T. [●]
representado por FIDUCIARIA 4G, quien no actúa en nombre propio, sino en su calidad de fiduciaria
vocera del patrimonio autónomo (los “Deudores Solidarios”), de conformidad con el artículo 622 del
Código de Comercio colombiano, por medio de este documento autorizamos de manera irrevocable y
permanente a [nombre del Acreedor correspondiente]5 o a quien sea tenedor legítimo (el “Acreedor”) del
Pagaré No. [●] para llenar todos y cada uno de los espacios en blanco dejados en el Pagaré No. [●] que los
Deudores Solidarios han otorgado en su favor (el “Pagaré”). El Pagaré puede ser llenado, sin previo aviso
o requerimiento alguno, de acuerdo con las siguientes instrucciones:
1 Antecedentes y Causa:
El [●] de agosto de 2016 los Deudores Solidarios suscribieron un contrato de crédito hasta por la suma de
Quinientos Millones de dólares de Estados Unidos de América con International Bank of New York [y ●]
como Acreedores, Citibank, N.A. como Agente Administrativo e INTERNATIONAL BANK OF NEW
YORK como estructurador líder (el “Contrato de Crédito”).
Como condición para el otorgamiento y desembolso de los créditos objeto del Contrato de Crédito, se
estableció que los Deudores Solidarios otorgarían el Pagaré objeto de la presente carta de instrucciones.
Los Deudores Solidarios otorgarán un pagaré completamente diligenciado por cada uno de los desembolsos
que haga el Acreedor en cumplimiento de sus obligaciones de conformidad con el Contrato de Crédito para
respaldar la obligación de pago del capital e intereses remuneratorios y de mora que se llegaren a causar
(los “Pagarés de Capital e Intereses”).
2 Autorización para llenar el Pagaré:
Los Deudores Solidarios autorizan expresa e irrevocablemente al Acreedor y/o sus cesionarios, endosatarios
o sucesores, a llenar los espacios en blanco del Pagaré así:
(a) El espacio en blanco denominado “Valor” en el punto 1 del Pagaré, será igual a: (i) el monto de las
sumas adeudadas por los Deudores Solidarios a favor del Acreedor por concepto de gastos,
comisiones, seguros, impuestos o cualquier otro concepto que cualquiera de los Deudores Solidarios
adeuden al Acreedor en la Fecha de Vencimiento en virtud del Contrato de Crédito y siempre que
éstas sumas se encuentren debidamente soportadas contablemente, deduciendo las sumas que se
4
5
Exh. A-2-1
encuentren incorporadas en los Pagarés de Capital e Intereses Pagaré Nos. [●] otorgados por los
Deudores Solidarios a favor del Acreedor los días [●].
(b) El espacio en blanco denominado Fecha de Vencimiento en el primer párrafo del Pagaré será el día
en que este Pagaré sea diligenciado por el Acreedor, como consecuencia del incumplimiento en la
obligación de pago de los gastos, comisiones, seguros, impuestos o cualquier otro concepto que
cualquiera de los Deudores Solidarios adeuden al Acreedor en esa fecha de conformidad con el
Contrato de Crédito.
3 Cesionarios, endosatarios o sucesores: los espacios en blanco pueden ser llenados por las personas que sean
cesionarios, endosatarios o sucesores del Acreedor.
4 Aceptación: los Deudores Solidarios manifiestan que conocen y aceptan, en su integridad, los términos del
Pagaré que han otorgado en favor del Acreedor. Para que éste sea llenado y cobrado, no se requiere
demostrar perjuicio alguno por parte del Acreedor.
5 Facultades: [Nombre del Acreedor correspondiente] 6 o quien sea el tenedor legítimo del Pagaré, está
plenamente facultado para llenar el Pagaré de acuerdo con estas instrucciones y en lo no previsto en ellas
para actuar a su leal saber y entender en defensa de sus intereses, sin que en ningún momento se pueda
alegar que carece de facultades o autorizaciones suficientes para completar el Pagaré.
El Pagaré así llenado será exigible inmediatamente y prestará mérito ejecutivo sin más requisitos.
Los Deudores Solidarios y declaran haber recibido copia del Pagaré y de la presente carta de instrucciones.
Atentamente,

COLOMBIANAS S.A.S
________________________________________
_______________________________________
Nombre: __________________________
Nombre: _________________________
Cargo: __________________________
Cargo _________________________
C.C: __________________________
C.C: _________________________
6
Exh. A-2-2
EXHIBIT B
FORM OF NOTICE OF BORROWING
Date: [____]7
To: [•], as Administrative Agent
Ladies and Gentlemen:
1. Reference is made to that certain Credit Agreement, dated as of [•] (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the "Agreement"), among,
inter alios, Fideicomiso P.A. 4G, represented by Fiduciaria 4G not in its individual capacity, but solely in
its capacity as trustee (the "Borrower"), CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S. (the
"Co-Obligor" and, together with the Borrower, the "Obligors" and each individually, an "Obligor"), the
lenders from time to time party thereto (the "Dollar Lenders") and Citibank, N.A., in its capacity as
Administrative Agent (the "Administrative Agent"). Terms defined in the Agreement have their defined
meanings whenever used herein.
2. The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.02
(Borrowing of Dollar Loans) of the Agreement that the undersigned hereby wishes to request a Dollar Loan
and borrow under the Agreement, and in that respect sets forth below the information relating to the
Borrowing as required by Section 2.02 (Borrowing of Dollar Loans) of the Agreement:
(a) Borrowing Date: [____]8;
(b) Principal amount of the Dollar Loans to be borrowed: [____] Dollars ($[____]);
(c) The loan proceeds should be sent by the Administrative Agent, after receiving the
Dollar Lenders' shares, to the following account(s):
Bank name:
Swift Code:
ABA Number:
Beneficiary Name:
Account Number:
Reference:
[We authorize you to make all payments set forth in the flow of funds memorandum attached hereto
as Exhibit I]9.
7
To be dated five (5) Business Days prior to the relevant Borrowing Date.
8
To insert a Business Day.
9
For first Borrowing only.
Click here to enter text. Exh. B-1

3. Each of the Obligors hereby certifies and confirms, as of the date hereof and as of the
Borrowing Date, that:
(a) each of the representations and warranties of each Obligor and each other Credit
Party contained in the Agreement and in each other Financing Document, or that are contained in any
document furnished at any time under or in connection therewith, are true and correct in all material
respects (or, if qualified by "materiality," "Material Adverse Effect" or similar language, in all respects
after giving effect to such qualification), before and after giving effect to the proposed Borrowing and the
application of the proceeds therefrom, as though made on the date of the proposed Borrowing, except for
any representation or warranty expressly stated to be made as of a specific date, in which case such
representation or warranty shall have been true and correct in all material respects (or, if qualified by
"materiality," "Material Adverse Effect" or similar language, in all respects after giving effect to such
qualification) as of such specific date;
(b) no Default has occurred and is continuing on the date hereof, or would result from
the proposed Borrowings or from the application of the proceeds thereof;
(c) no Material Adverse Effect has occurred and is continuing on the date hereof, or
would result from the requested Borrowing or from the application of the proceeds thereof;
(d) all Relevant Permits required, as of the date of the requested Borrowing, to be
obtained in accordance with Schedule 8 (Permitting Schedule) of the Agreement, have been duly obtained
and are in full force and effect;
(e) the Global Debt to Equity Ratio is not more than and will not exceed 70:30 as a
result of the Borrowing and evidence that the Base Equity Contributions have been made on or prior to
the date of this Notice of Borrowing to ensure that the Global Debt to Equity Ratio does not exceed, and
will not exceed as a result of the Borrowing, 70:30, is attached hereto as Exhibit IV;
(f) the unutilized Total Commitments are not and will not be, as a result of the
requested Borrowing (and after taking into account the amount of the requested Borrowing), in an amount
less than the aggregate amount of interest on the Dollar Loans that are scheduled to become due and
payable until the projected Construction Completion Date on the basis of the current Construction
Schedule;
(g) the proceeds of the requested Borrowings shall be applied in accordance with
Section 6.11 (Use of Proceeds) of the Agreement as further specified in Exhibit II and Exhibit III hereto;
(h) [attached hereto as Exhibit V are true, correct and complete copies of each Base
Equity Support LC required to be provided pursuant to the terms of the Sponsor Agreement and each such
Base Equity Support LC has been duly executed and delivered and has become (or, as the case may be,
remains) in full force and effect;]10 and
(i) each of the conditions precedent required to be satisfied for the requested
Borrowing under Article IV (Conditions Precedent to Borrowings) of the Agreement has been fulfilled or
satisfied as of the date hereof (or will be fulfilled or satisfied on the proposed Borrowing Date).
10
With respect to the Base Equity Support LCs, to be included only if the Required Base Equity Contributions have not been made
in full on or prior to the date of the Notice of Borrowing.

Yours truly,
Fideicomiso P.A. 4G, represented by Fiduciaria 4G CONCESIÓN DE CARRETERAS

not in its individual capacity, but solely in its COLOMBIANAS S.A.S., as Co-Obligor
By:
By: Name:
Name: Title:
Title:

Exhibit I to Notice of Borrowing
Flow of Funds Memorandum
---------------------------------------------------------------------------------------
Exhibit II to Notice of Borrowing
Use of Proceeds
Description Amount in $
Total amount in $
---------------------------------------------------------------------------------------
Exhibit III to Notice of Borrowing
Invoices / Documentary Evidence11
---------------------------------------------------------------------------------------
Exhibit IV to Notice of Borrowing
Evidence of Base Equity Contributions
---------------------------------------------------------------------------------------
Exhibit V to Notice of Borrowing
Base Equity Support LCs
11
Attach copies of all invoices or all other documentary evidence.
Exh. B-3
EXHIBIT C
FORM OF RESTRICTED PAYMENTS CERTIFICATE
Date: [____] 12
To: [•], as Intercreditor Agent
[•], as Additional Trustee
1. Reference is made to that certain Credit Agreement, dated as of [•] (as amended, restated,
inter alios, Fideicomiso P.A. 4G, represented by Fiduciaria 4G not in its individual capacity, but solely in
Administrative Agent (the "Administrative Agent"). Terms defined in the Agreement have their defined
meanings whenever used herein.
2. This is to inform you that the Obligors plan to make a Restricted Payment in the aggregate
amount of [____] (the "Restricted Payment"), such Restricted Payment to be made on [____] (the
"Restricted Payment Date").
3. Each of the undersigned, Responsible Officers of the Obligors, hereby certifies that
pursuant to Section 7.06 (Restricted Payments) of the Agreement:
(a) the Restricted Payment will be made within thirty (30) days following a Principal
Payment Date;
(b) [the Restricted Payment will be made (i) on a date falling after the Calculation
Period occurring after the Construction Completion Date has expired and (ii) after the First Peso Principal
Payment Date;]13
(c) the Project Completion Date has occurred;
(d) no Default or Event of Default has occurred and is continuing or would exist as a
result of making the Restricted Payment;
(e) [no Material Adverse Effect has occurred and is continuing or would exist as a
result of making the Restricted Payment;
(f) the Peso Historical DSCR Ratio for the most recently ended Calculation Period is
at least 1.20:1.00 and evidence of our calculation of such ratio is attached hereto as Exhibit I;
12
To be delivered no later than fifteen (15) days prior to the relevant Restricted Payment Date.
13
Paragraph (b) only needs to be included for the first Restricted Payment.
Click here to enter text. Exh. C-1

(g) the VPIP Ratio for the most recently ended Calculation Period is at least [•] and
evidence of our calculation of such ratio is attached hereto as Exhibit II;
the Restricted Payment will be made only from amounts held on deposit in the
(h)
Restricted Payments Account and excludes any amounts deposited into the Restricted Payments Account
following the most recently ended Calculation Period;
(i) attached hereto as Exhibit III is a true, correct and complete copy of the certificate
issued by the Trustee setting out the aggregate amount of Deductions imposed on any Obligor during the
most recently ended Calculation Period; and
after giving effect to the Restricted Payment, the balance in the Restricted
(j)
Payments Account shall be at least equal to the aggregate amount of Deductions imposed on the Obligors
during the most recently ended Calculation Period in excess of two point five percent (2.5%) of the
Retribución payable during such Calculation Period and evidence of our calculation is attached hereto as
Exhibit IV.
4. Each of the Obligors undertakes not to give effect to the proposed Restricted Payment or
any part thereof if, at the time of so doing or after giving effect to it, the Obligors could not certify the
matters in Section 3 of this certification.
Yours truly,
Fideicomiso P.A. 4G, represented by Fiduciaria CONCESIÓN DE CARRETERAS

4G, not in its individual capacity, but solely in its COLOMBIANAS S.A.S., as Co-Obligor
By:
By: Name:
Name: Title:
Title:

Exhibit I to Restricted Payments Certificate
Calculation of the Peso Historical DSCR

Exhibit II to Restricted Payments Certificate
Calculation of the VPIP Ratio
Exh. C-4
Exhibit III to Restricted Payments Certificate
Deductions Certificate
Exh. C-5
Exhibit IV to Restricted Payments Certificate
Required balance under the Restricted Payments Account
Exh. C-6
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the "Assignment and Assumption") is dated as of the Effective
Date set forth below and is entered into by and between [the][each]14 Assignor identified in item 1 below
([the][each, an] "Assignor") and [the][each] 15 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]16
hereunder are several and not joint.] 17 Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes
from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as
contemplated below (i) all of [the Assignor's][the respective Assignors'] interests in, and all of, its rights
and obligations in [its capacity as a Dollar Lender][their respective capacities as Dollar Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of
[the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent
permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Dollar Lender)][the respective Assignors (in their respective capacities as
Dollar Lenders)] against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to paragraph (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to paragraphs (i) and
(ii) above being referred to herein collectively as [the][an] "Assigned Interest"). Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by [the][any] Assignor.
1. Assignor[s]: ________________________________
________________________________
2. Assignee[s]: ________________________________
________________________________
14
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
15
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
16
Select as appropriate.
17
Include bracketed language if there are either multiple Assignors or multiple Assignees.
Exh. D-1
[for each Assignee, indicate [Affiliate] of [identify Dollar Lender]]
3. Assignee's Lending Office/Address: _________________________________
4. Obligors: (a) CONCESIÓN DE CARRETERAS COLOMBIANAS

S.A.S. and (b) Fideicomiso P.A. 4G, an irrevocable trust
organized and existing under the laws of Colombia,
represented by Fiduciaria 4G, not in its individual
capacity, but solely in its capacity as Trustee.
5. Administrative Agent: Citibank, N.A., as the administrative agent under the

Credit Agreement.
6. Credit Agreement: The Credit Agreement dated as of _______ among the

Obligors, the Dollar Lenders parties thereto and the
Administrative Agent.
7. Assigned Interest[s]:
Aggregate Amount of Amount of Percentage

Commitment/ Commitment/ Assigned of
Dollar Loans for all Dollar Loans Commitment/
Assignor[s]18 Assignee[s]19 Dollar Lenders20 Assigned8 Dollar Loans21
$ $ %
$ $ %
$ $ %
[8. Trade Date: ______________]22
[Page break]
Effective Date: ________, ____
18
List each Assignor, as appropriate.
19
List each Assignee, as appropriate.
20
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date
and the Effective Date.
21
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
22
To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of
the Trade Date.
Exh. D-2
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]23
[NAME OF ASSIGNOR]
By:
Title:
[NAME OF ASSIGNOR]
By:
Title:
ASSIGNEE[S]24
[NAME OF ASSIGNEE]
By:
Title:
[NAME OF ASSIGNEE]
By:
Title:
[Consented to:]25
[NAME OF RELEVANT PARTY]
By:
Title:
23
Add additional signature blocks as needed.
24
Add additional signature blocks as needed.
25
To be added only if the consent of the Obligors and/or other parties is required by the terms of the Credit Agreement.
Exh. D-3
Annex 1 to Assignment and Assumption
Standard Terms and Conditions for Assignment and Assumption
1. Representations and Warranties.
1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear
of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Financing
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Financing Documents or any collateral thereunder, (iii) the financial condition of any Obligor, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Financing Document or (iv) the
performance or observance by any Obligor, any of its Affiliates or any other Person of any of their
respective obligations under any Financing Document.
1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and to become a Dollar Lender under the Credit
Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b) (Assignments by
Dollar Lenders) of the Credit Agreement (subject to such consents, if any, as may be required under
Section 10.06(b) (Assignments by Dollar Lenders) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement and each other Financing
Document to which the Assignor is a party, as a Dollar Lender thereunder and, to the extent of [the][the
relevant] Assigned Interest, shall have the obligations of a Dollar Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or
the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Credit Agreement and each other Financing
Document to which the Assignor is a party, and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to Section 6.01 (Financial Statements)
thereof, as applicable, and such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any
other Dollar Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, (vii) it operates as a bank, finance company, insurance company or other financial
institution in the jurisdiction of the lending office from which it shall fund the Dollar Loans under the Credit
Agreement and (viii) if it is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, [the][any] Assignor or any other Dollar Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Financing Documents, and (ii) it shall perform in accordance with their terms
all of the obligations that by the terms of the Financing Documents are required to be performed by it as a
Dollar Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments
in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other
Exh. D-4
amounts) to [the][the relevant] Assignor for amounts that have accrued to but excluding the Effective Date
and to [the][the relevant] Assignee for amounts that have accrued from and after the Effective Date.
3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption
may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption and the rights and obligations of the parties hereunder shall be governed by,
and construed and enforced in accordance with, the laws of the State of New York (including Section 5-
1401 of the General Obligations Law of the State of New York, without regard to conflicts of law principle).
Exh. D-5
EXHIBIT E
FORM OF OMNIBUS CERTIFICATE
CERTIFICATE OF [NAME OF THE CREDIT PARTY]
Date: [____] 26
To the addressees listed on Schedule A (the "Addressees").27
Reference is made to (i) that certain Credit Agreement, dated as of [•] (as amended, restated,
inter alios, Fideicomiso P.A. 4G, represented by FIDUCIARIA 4G, not in its individual capacity, but solely
in its capacity as trustee (the "Borrower"), CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S.
(the "Co-Obligor" and, together with the Borrower, the "Obligors" and each individually, an "Obligor"),
the lenders from time to time party thereto (the "Dollar Lenders") and Citibank, N.A., in its capacity as
Administrative Agent (the "Administrative Agent") and (ii) the Notice of Borrowing dated [•] delivered
by the Obligors in connection with the Agreement (the "Notice of Borrowing"). Terms defined in the
Agreement have their defined meanings whenever used herein.
The undersigned, a Responsible Officer of [____] (the "Credit Party"), hereby certifies, on and as
of the date hereof and as of the Borrowing Date set forth in the Notice of Borrowing, as follows:
1. Conditions Precedent to Borrowings. This certificate is being executed and delivered in

connection with Article IV (Conditions Precedent to Borrowings) of the Agreement.
2. Certificate of Incumbency.
(i) Exhibit I attached hereto contains the names, titles and signature specimens of the
Responsible Officers of the Credit Party authorized to execute the Transaction Documents, the Shareholders
Agreement, the Insurance Policies and, to the extent it is a signatory thereto, the Relevant Permits and to
which it is, or will be, a party. Each of the Addressees may assume that any such person continues to be so
authorized until each Addressee receives a written notice from the Credit Party that any such person, is no
longer authorized; and
(ii) Attached hereto as Exhibit II is a true, correct and complete copy of all the
resolutions of the Credit Party authorizing the transactions contemplated by the Transaction Documents,
the Shareholders Agreement, the Insurance Policies and, to the extent it is a signatory thereto, the Relevant
Permits and to which the Credit Party is, or will be, a party and such resolutions have not been rescinded,
amended or otherwise overturned and remain in full force and effect.
26
To reflect date of delivery of Notice of Borrowing.
27
The Omnibus Certificate should be addressed to each of the Lenders and the Administrative Agent.
Exh. E-1
3. Organization Documents.
(i) Attached hereto as Exhibit III is a true, correct and complete copy of all the
documents and certifications that evidence that the Credit Party is validly existing, in good standing and
qualified to engage in business in the place of its organization or formation; and
(ii) Attached hereto as Exhibit IV is a true, correct and complete copy of the
Organization Documents of the Credit Party as in effect on the Closing Date.
4. [Financial Statements. Attached hereto as Exhibit V are true, correct and complete copies
of the audited financial statements of the Credit Party for the fiscal year most recently ended that are in
agreement with its books of account and prepared on an unconsolidated basis and consolidated basis and in
accordance with applicable Accounting Standards.]28
5. [Transaction Documents; Relevant Permits. Attached hereto as Exhibit VI is a true, correct

and complete copy of each:
(i) Financing Document [(other than the Liquidity Credit Agreement)]29;
(ii) Material Project Document, including an amendment to the Master Trust

Agreement whereby the Trust has been amended to (A) become a security trust ("fideicomiso en garantía")
and (B) include the Onshore Collateral Agent as a party thereto;
(iii) Relevant Permit required to be obtained as of the requested Borrowing Date set
forth in the Notice of Borrowing, in accordance with Schedule 8 (Permitting Schedule) to the Agreement;
and
(iv) the Shareholders Agreement;
and each such document has been executed by the respective parties thereto and has been
duly executed, delivered and has become (and remains) in full force and effect.]30
6. [Base Case Model. With respect to the electronic copy of the Base Case Financial Model
delivered on or before the date hereof by the Obligors, the undersigned hereby certifies that such Base Case
Model reflects:
(i) the Interest Rate Hedge Agreements and the FX Hedge Agreements that the
Obligors are required to enter into in accordance with Section 6.18 (Hedging Strategy) of the Agreement;
(ii) the Dollar Debt Sizing Criteria; and
(iii) the Peso Debt Sizing Criteria;
and the undersigned hereby certifies that (x) any projections used for purposes of the Base
Case Model were made in good faith and (y) the assumptions on the basis of which such projections were
28
Applicable to the Obligors' and the Sponsors' certificate.
29
Carve out will only apply to the extent the Liquidity Credit Agreement has not been entered into by all parties thereto by the
Closing Date.
30
Applicable to Obligors' certificate.
Exh. E-2
made were (when made) believed to be reasonable and consistent with the Material Project Documents then
in effect.]31
7. [Insurances.
(i) Attached hereto as Exhibit VII are true, correct and complete copies of all
Insurances Policies required to be obtained and maintained pursuant to Section 6.07 (Insurance
Undertakings) of the Agreement;
(ii) Such Insurance Policies are in full force and effect, all premiums then due and
payable under such Insurance Policies have been paid, comply with the requirements of Section 6.07
(Insurance Undertakings) of the Agreement and have been duly endorsed reflecting (A) the [Onshore
Collateral Agent][Additional Trust] as loss payee (to the extent not otherwise expressly prohibited by the
Concession Agreement) and (B) the Secured Creditors as additional insured in accordance with Part 3
(Form of Insurance Endorsement) of Schedule 6 (Insurance Requirements).]32
8. [Colombian Central Bank Requirements. Attached hereto as Exhibit VIII is a true, correct
and complete copy of the Borrower filings before the Colombian Central Bank, in terms of Form No. 6
"Information of Foreign Indebtedness Granted to Residents" (Información de Endeudamiento Externo
otorgado a Residentes) per Dollar Lender.]33
9. [Plan de Obras. Attached hereto as Exhibit IX is a true, correct and complete copy of the
Plan de Obras submitted by the Co-Obligor under the Concession Agreement, together with evidence that
such Plan de Obras has been approved or deemed approved, in each case, in accordance with the Concession
Agreement.]34
10. [Registro de Prestamistas. Attached hereto as Exhibit X is a true, complete and correct
copy of the notice submitted by the Co-Obligor to ANI evidencing that (i) the Senior Lenders have been
registered as "Prestamistas" under, and for all purposes of, the Concession Agreement and (ii) the
Intercreditor Agent has been appointed as the Senior Lenders' representative in accordance with Clause
3.10 of the "Parte General" of the Concession Agreement.] 35
11. [Notice to Proceed. Attached hereto as Exhibit XI is a true, complete and correct copy of
the notice to proceed under the EPC Contract issued by the Co-Obligor and acknowledged in writing by
the EPC Contractor in accordance with the terms of the EPC Contract.] 36
12. [ANI Approval of Ownership Structure. Attached hereto as Exhibit XII is a true, complete
and correct copy of the notification issued by ANI confirming that ANI has accepted the ownership structure
of the Co-Obligor set forth in Annex 1 (Ownership Structure) to the Sponsor Agreement.]
31
32
Applicable to Borrower's Certificate.
33
34
35
36
Exh. E-3
[Intentionally left in blank]
Exh. E-4
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [____].
[Insert name of Credit Party]
By:
Name:
Title:
I, the undersigned, [insert title] of the Credit Party, DO HEREBY CERTIFY that:
1. [insert name of the Person making the above certifications] is the duly elected and qualified [insert
title] of the Credit Party and the signature above is [his/her] genuine signature.
2. The certifications made by [insert name of the Person making the above certifications] above are
true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.
[Insert name of Credit Party]
By:
Name:
Title:
Exh. E-5
Schedule A to Omnibus Certificate
Addressees
----------------------------------------------------------------------------------------
Exhibit I to Omnibus Certificate
Incumbency Certificate
Name Title Signature
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Exhibit II to Omnibus Certificate
Resolutions
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Exhibit III to Omnibus Certificate
Good Standing Certificate
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Exhibit IV to Omnibus Certificate
Organization Documents
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Exhibit V to Omnibus Certificate
Financial Statements
----------------------------------------------------------------------------------------
Exhibit VI to Omnibus Certificate
Transaction Documents; Relevant Permits
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Exhibit VII to Omnibus Certificate
Insurances
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Exhibit VIII to Omnibus Certificate
Colombian Central Bank Requirements
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Exhibit IX to Omnibus Certificate
Plan de Obras
----------------------------------------------------------------------------------------
Exhibit X to Omnibus Certificate
Registro de Prestamistas
----------------------------------------------------------------------------------------
Exhibit XI to Omnibus Certificate
Notice to Proceed
----------------------------------------------------------------------------------------
Exhibit XII to Omnibus Certificate
ANI Approval of Ownership Structure
Exh. E-6
EXHIBIT F
FORM OF INSURANCE BROKERS' LETTER OF UNDERTAKING
To [insert name of Administrative Agent], in its capacity as Administrative Agent and each Dollar Lender
under the Credit Agreement (as defined below).
Date: [•]
Ref.: Conexión 2 toll road project in Colombia
Reference is made to the Credit Agreement dated as of [•] (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among, inter
alios, Fideicomiso P.A. 4G, represented by FIDUCIARIA 4G, not in its individual capacity, but solely in
Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not defined herein
shall have the meaning set forth in the Agreement.
We confirm that Insurances (as defined below) are in effect on and in respect of the subject matter
as set out in the certificate of insurance reference [•] dated [•].
We hereby confirm to you that:
(a) we have received copies of the insurance related provisions and definitions and of Schedule
6 (Insurance Requirements) of the Credit Agreement;
(b) we have placed insurances for the account of the Co-Obligor for the risks detailed in the
cover notes attached as Exhibit I to this letter (the "Insurances");
(c) the Insurances comply as of the date hereof with the terms of Section 6.07 (Insurance
Undertakings) and Schedule 6 (Insurance Requirements) of the Credit Agreement;
(d) each of the Insurances is in full force and effect; and
(e) all premiums due to the date of this letter in respect of the Insurances have been paid in
full.
In connection with the Insurances we hereby undertake as follows, but only in so far as the same
relate to your interest(s) in the subject matter:
(a) to advise you promptly:
(i) of the receipt by us of any notice of cancellation or material change in any of the
Insurances;
Exh. F-1
(ii) if any premiums are not paid to us in accordance with the accounting procedures that
exist between the Co-Obligor and us before we notify the insurers of such non-
payment of premiums;
(iii) upon application from you, of the premium payment situation; and
(iv) if we cease to be the Insurance Broker of the Co-Obligor; and
(b) following a written notice received from any of you not later than thirty (30) days before
the expiration date of any Insurance, to notify you within the next following fourteen (14) days if we have
not received any renewal instructions of such Insurance from the Co-Obligor.
The above undertakings are given subject to: (i) our appointment as Insurance Brokers to the Co-Obligor
and (ii) all claims and return premiums being collected through ourselves as Insurance Brokers. This letter
shall be governed by and shall be construed in accordance with the laws of Colombia and any dispute as to
its terms shall be submitted exclusively to the jurisdiction of the Courts of Colombia..
Yours faithfully,
________________________
Name:
For and on behalf of [Name of Insurance Broker]
Acknowledged and agreed by
________________________
Name:
CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S.
Exh. F-2

Colombian Toll Road Credit Agreement Summary

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Edificio Select

Dated as of December 20, 2017

CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S.,

THE DOLLAR LENDERS PARTY HERETO

INTERNATIONAL BANK OF NEW YORK

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.................................................................... 1

Schedule 1 Initial Dollar Lenders

Exhibit A-1 Form of Completed Notes

(B) CONCESIÓN DE CARRETERAS COLOMBIANAS S.A.S., a sociedad por acciones

(C) The Dollar Lenders from time to time party hereto;

DEFINITIONS AND ACCOUNTING TERMS

"Acceptable Bank" means:

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(g) such instrument shall be denominated in Pesos or in Dollars.

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"Applicable Margin" means:

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"Authorizations" means any consent, registration, filing, agreement, enrollment, recording,

(b) the Construction Completion Date.

(a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in

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"Borrowing" means any borrowing of the Dollar Loans on a Borrowing Date.

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"Code" means the Internal Revenue Code of 1986.

"Colombia" means the Republic of Colombia.

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"Conditional Assignment of the Additional Trust Agreement" means the conditional

"Consorcio Constructor" means the consortium conformed by (a) Construcciones Carreteras 4G

"Construction Budget" means the Construction Budget attached hereto as Schedule 13

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"Construction Remediation Plan" means a construction remediation plan setting forth in

"Construction Schedule" means the Construction Schedule attached hereto as Schedule 14

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"Direct Agreements" means, collectively:

(a) the ANI Direct Agreement;

(b) the EPC Direct Agreement; and

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"Effective Date" means September 6, 2016.

"Environmental and Social Requirements" means all applicable requirements, conditions,

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"EPC Contractor" means Consorcio Constructor.

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"ERISA" means the Employee Retirement Income Security Act of 1974.

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"Existing Indebtedness" means the Indebtedness of any Obligor described in Schedule 16

"Expropriation Event" means any condemnation, nationalization, seizure or expropriation of all

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"Financing Documents" means, collectively:

(b) each Direct Agreement;

(c) each Facility Agreement;

(d) each Fee Letter;

(e) each FX Hedge Agreement;

(f) each Insurance Subordination Agreement;

(g) the Intercreditor Agreement;

(h) each Interest Rate Hedge Agreement;

(j) the Offshore Collateral Agency Agreement;

(k) the Onshore Collateral Agency Agreement;

(l) each Security Document;

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"First Dollar Principal Payment Date" means April 30, 2021.