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Execution Version

OMNIBUS AMENDMENT AND WAIVER NO. 1

This OMNIBUS AMENDMENT AND WAIVER NO. 1 (this Amendment No.


1), dated as of March 5, 2013 (the Effective Date), is entered into among:

(1) RECAUDO BOGOT SAS, a company simplified by shares, organized and


existing under the laws of the Republic of Colombia (the Borrower);

(2) THE EXPORT - IMPORT BANK OF KOREA, a statutory juridical entity


organized under the laws of the Republic of Korea (KEXIM);

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


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

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

(5) WOORI GLOBAL MARKETS ASIA LIMITED, an authorized institution


organized and existing under the laws of Hong Kong (Woori and together with HSBC
and Shinhan, the KEXIM Guaranteed Lenders);

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

(6) INTERNATIONAL FINANCE CORPORATION, an international organization


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

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

(the foregoing, collectively, the Parties, and as used below with reference to a particular
agreement, Parties shall refer only to the parties to such agreement).

WITNESSETH

WHEREAS, the Borrower is undertaking the construction, completion,


ownership, operation, management and development of the Project;

WHEREAS, the Borrower has requested the Senior Lenders to provide loans to
finance the construction, completion, ownership, operation, management and
development of the Project;

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WHEREAS, in connection therewith, the Parties have entered into that certain
Common Terms Agreement, dated as of November 14, 2012 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the Common Terms
Agreement).

WHEREAS, the Borrower, KEXIM, HSBC, Shinhan, Woori and the KEXIM
Facility Agent have entered into that certain KEXIM Facilities Agreement, dated as of
November 14, 2012 (as may be further amended, restated, supplemented or otherwise
modified from time to time, the KEXIM Facilities Agreement);

WHEREAS, the Borrower and IFC have entered into that certain IFC A Loan
Agreement, dated as of November 14, 2012 (as may be further amended, restated,
supplemented or otherwise modified from time to time, the IFC A Loan Agreement);

WHEREAS, the Borrower and IFC have entered into that certain IFC C Loan
Agreement, dated as of November 14, 2012 (as may be further amended, restated,
supplemented or otherwise modified from time to time, the IFC C Loan Agreement);

WHEREAS, the Borrower has submitted a waiver request dated February 13,
2013, to IFC, as A Loan Lender, and the KEXIM Facility Agent (the Waiver Request)
requesting a waiver of the requirement to deliver a Disbursement Request for
Disbursement of the Senior Loans no less than fifteen (15) Business Days prior to the
requested Disbursement Date; and

WHEREAS, the Parties wish to enter into this Amendment No. 1 to waive
certain conditions to Disbursement of the Senior Loans and to make certain amendments
to the Common Terms Agreement, the KEXIM Facilities Agreement, the IFC A Loan
Agreement and the IFC C Loan Agreement (each an Amended Agreement),

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION

Section 1.1. Defined Terms.

Except as otherwise expressly provided herein, the Parties agree that capitalized
terms used in this Amendment No. 1 (including such terms used in the preamble and
recitals above) shall have the meanings given to them in the relevant Amended
Agreement.

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Section 1.2. Rules of Interpretation.

The Parties agree that the rules of interpretation set forth in Section 1.03
(Interpretation) of the Common Terms Agreement shall apply to this Amendment No. 1
as if set forth herein.

ARTICLE II
AMENDMENTS TO COMMON TERMS AGREEMENT

Section 2.1. Amendments to Section 1.01 (Definitions).

With effect on and as of the Effective Date, the Parties hereby agree that Section
1.01 (Definitions) of the Common Terms Agreement is hereby amended as follows:

1) The defined terms Accounts Agreement and Construction Budget are


deleted from Section 1.01 in their entirety;

2) The following defined terms are added to Section 1.01:

AVANTEL Contract the Telecommunication Services


Agreement (Contrato de Prestacin de Servicios de
Telecomunicaciones), dated as of December 17, 2012, between
AVANTEL S.A.S and the Borrower;

C Loan Disbursement Date the date on which the first


disbursement of the IFC C Loan occurs;

Doers Doers Transportation Ltd., a company duly


organized and existing under the laws of the British Virgin Islands;

EDTM Quota Pledge Agreement the EDTM Quota Pledge


Agreement, dated on or about the C Loan Disbursement Date,
among Doers, IFC and the KEXIM Facility Agent;

GOAL America Contract the License Purchase and Software


Maintenance Agreement for Operation Planning and Programming
(Contrato de Adquisicin de Licencias de Uso y Mantenimiento de
Software para la planificacin y programacin de operaciones),
dated as of June 19, 2012, between GOAL AMERICA SPA and
the Borrower;

3) The existing definitions of Acceptable Financial Institution, Auditors,


Collateral, Conditional Assignment of Contracts Agreement, Financing
Documents, First Ranking Share Pledge Agreement, ICRA, Intercreditor
Agreement, Land Developer, LG Direct Agreement, LIBOR, Project
Accounts, Project Funds and Share Retention Agreement, RCRA, Second
Ranking Share Pledge Agreement, Security Documents, Shareholders

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Agreement, SIRCI Trustee, and Sponsor Support LC are deleted and
replaced in their entirety with the following:

Acceptable Financial Institution (a) any credit


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

Auditors Ernst & Young, or such other firm of


international repute that the Borrower appoints from time to time
as its auditors pursuant to Section 5.01(e) (Affirmative Covenants);

Collateral (a) the rights and assets assigned under the


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

Conditional Assignment of Contracts Agreement the


Contrato de Cesin Condicionada, dated on or about the C Loan
Disbursement Date, among the Borrower, the A Loan Lender, the
KEXIM Facility Agent (on behalf of the KEXIM Lenders), the
Hedge Counterparty and the C Loan Lender;

Financing Documents

(a) this Agreement;

(b) the Senior Loan Agreements;

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(c) the Intercreditor Agreement;

(d) the Security Documents;

(e) the Project Funds and Share Retention Agreement;

(f) the Sponsor Support LCs;

(g) the Subordinated Loan Agreements;

(h) the Hedge Agreements;

(i) the Promissory Notes;

(j) the IFC C Loan Agreement;

(k) the KEXIM Special Advisory Services Engagement


Letter;

(l) the KEXIM Guarantee Agreement; and

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


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

First Ranking Share Pledge Agreement the Contrato


de Prenda Sobre Acciones, dated on or about the C Loan
Disbursement Date, among the Shareholders, the A Loan Lender,
the KEXIM Facility Agent on behalf of the KEXIM Lenders, and
the Hedge Counterparty;

ICRA the Subcuenta de Reserva para Integracin as


defined in the SIRCI Trust Agreement;

Intercreditor Agreement the Intercreditor Agreement


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

Land Developer Land Developer Investment, Inc., a


corporation organized and existing under the laws of Panama;

LG Direct Agreement the Direct Agreement, dated


on or about the C Loan Disbursement Date, among the Borrower,
LG and the Offshore Collateral Agent;

LIBOR the British Bankers Association (BBA)


interbank offered rates for deposits in the Loan Currency which
appear on the relevant page of the Reuters Service (currently page

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

Project Accounts collectively, the accounts of the


SIRCI Trust that are subject to the lien created under the SIRCI
Trust Agreement;

Project Funds and Share Retention Agreement the


Project Funds and Share Retention Agreement dated on or about
the C Loan Disbursement Date among, inter alia, the Borrower,
the Sponsors, the Offshore Collateral Agent, the KEXIM Facility
Agent and the Senior Lenders;

RCRA the Subcuenta de Reserva para el Remplazo


de Gastos de Capital as defined in the SIRCI Trust Agreement;

Second Ranking Share Pledge Agreement the


Contrato de Prenda en Segundo Grado Sobre Acciones, dated on
or about the C Loan Disbursement Date, among the Shareholders
and the C Loan Lender;

Security Documents the documents providing for the


Security consisting of:

(a) the Direct Agreements;

(b) the First Ranking Share Pledge Agreement;

(c) the Conditional Assignment of Contracts


Agreement;

(d) the SIRCI Trust Agreement;

(e) once entered into, the Pledge of Subordinated


Loans;

(f) each Insurance Company Waiver; and

(g) the EDTM Quota Pledge Agreement;

Shareholders Agreement the Shareholders Agreement


dated July 6, 2011, among the Shareholders;

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SIRCI Trustee Fiduciaria Davivienda S.A.
Fidudavivienda S.A., or any successor thereto in accordance with
the terms and conditions of the SIRCI Trust Agreement;

Sponsor Support LC has the meaning specified in the


Project Funds and Share Retention Agreement;

4) Paragraph (d) of the existing definition of Project Financial Completion


Date is deleted in its entirety and replaced with the following:

(d) the amount of revenues due from the SITP Trust to the
SIRCI Trust does not exceed an amount equivalent to eight (8)
weeks of revenues under the Concession Agreement reported as
due by the SITP Trust to the SIRCI Trust, pursuant to the SITP
Trust weekly revenues report;

Section 2.2. Amendments to Section 2.09 (Allocation of Partial Payments).

With effect on and as of the Effective Date, the Parties hereby agree that Section
2.09 (Allocation of Partial Payments) of the Common Terms Agreement is hereby
amended and restated in its entirety to read as follows:

If at any time a Senior Lender or any Agent acting on its behalf


receives less than the full amount then due and payable to it under
any of the Financing Documents, that Senior Lender or Agent
acting on its behalf shall allocate and apply the amount received by
it in accordance with the provisions of Section 5 of the
Intercreditor Agreement, notwithstanding any instruction that the
Borrower may give to the contrary.

Section 2.3. Amendments to Section 3.01 (Representations and Warranties).

With effect on and as of the Effective Date, the Parties hereby agree that Section
3.01 (Representations and Warranties) of the Common Terms Agreement is hereby
amended as follows:

1) in Section 3.01(j)(i) (Transaction Documents), by deleting the words "Closing


Date" and replacing them with the words "C Loan Disbursement Date":

2) in Section 3.01(k)(iii) (Title to Assets and Permitted Liens), by deleting the


words "Closing Date" and replacing them with the words "C Loan
Disbursement Date":

3) in the last sentence of Section 3.01(u) (Legal Form; Enforceability), by


deleting the words "Construction Budget" and replacing them with the words
"Annual Budget"; and

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4) the existing Section 3.01(w) (Construction Budget; Financial Model;
Financial Plans) is deleted in its entirety and replaced with the following:

Annual Budget; Financial Model; Financial Plans. As of the date


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

Section 2.4. Amendments to Section 4.01 (Conditions of First Disbursement).

With effect on and as of the Effective Date, the Parties hereby agree that Section
4.01 (Conditions of First Disbursement) of the Common Terms Agreement is hereby
amended as follows:

1) in Section 4.01(d) (Authorizations), by inserting the words "the C Loan


Disbursement Date or" between the words "as of" and "the Closing Date";

2) in Section 4.01(e) (Legal Opinions):

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a. after the words "dated as of the Closing Date", by inserting the words "or,
if the C Loan Disbursement Date occurs no more than fifteen (15)
Business Days prior to the Closing Date, as of the C Loan Disbursement
Date,";

b. by amending and restating clauses (i) and (ii) as follows:

(i) Latham & Watkins LLP, New York counsel to the


Borrower;

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


and the Sponsors;

c. by deleting the word "and" in clause (vi) and inserting the word "and" at
the end of clause (vii); and

d. by inserting a new clause (viii) as follows:

(viii) British Virgin Islands counsel to Doers acceptable to the


Senior Lenders;

3) the existing Section 4.01(f) (Auditor's Certificate) is deleted in its entirety and
replaced with the following:

Auditor's Certificate. The Senior Lenders have received a


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

4) in Section 4.01(j) (Appointment of Process Agent), by deleting the words ",


the SIRCI Trust";

5) in Section 4.01(k) (Environmental Matters), by inserting the words "the C


Loan Disbursement Date or" between the words "prior to" and "the Closing
Date";

6) in Section 4.01(l) (Project Accounts), by deleting the words "the Accounts


Agreement" and replacing them with the words "the SIRCI Trust Agreement";

7) the existing Section 4.01(m) (Financial Statements) is deleted in its entirety


and replaced with the following:

Financial Statements. The Senior Lenders have received copies of


the financial statements referred to in Section 5.03(a) (Quarterly
Financial Statements and Reports) and Section 5.03(b) (Annual

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Financial Statements and Reports) and the financial statements of
the Sponsors required under the Project Funds and Share Retention
Agreement, certified by Carlos Eduardo Orduz (in the case of
audited financial statements of Citymovil and EDTM), Juan
Francisco Pinto (in the case of the audited financial statements of
Land Developer) and Deloitte (in the case of the audited financial
statements of LG) or an Authorized Representative of the
Borrower or the relevant Sponsor, as applicable (in the case of the
unaudited Financial Statements);

8) in Section 4.01(n) (Budgets; Financial Model), after the words "dated the
Closing Date", by inserting the words "or, if the C Loan Disbursement Date
occurs no more than fifteen (15) Business Days prior to the Closing Date, the
C Loan Disbursement Date,";

9) in Section 4.01(o) (Closing Certificates), after the words "dated the Closing
Date", by inserting the words "or, if the C Loan Disbursement Date occurs no
more than fifteen (15) Business Days prior to the Closing Date, the C Loan
Disbursement Date,";

10) the existing Section 4.01(u) (Foreign Indebtedness Registration) is deleted in


its entirety and replaced with the following:

Foreign Indebtedness Registration. For each of the Senior Loans,


the Borrower has delivered to the Senior Lenders a copy of Form
No. 6 "Information of Foreign Indebtedness Granted to Residents"
(Informacin de Endeudamiento Externo otorgado a Residentes)
duly filed with the Central Bank through an authorized
intermediary of the foreign exchange market in the Country as
required by and in accordance with Applicable Law;

11) in Section 4.01(v) (Solvency Certificate), by deleting the words "each Credit
Party" and replacing them with "the Borrower"; and

12) in Section 4.01(x) (Appointment of Auditors), by deleting the words "Each of",
"and the SIRCI Trust", and ", in the case of the Borrower,".

Section 2.5. Amendments to Section 4.02 (Conditions of All Disbursements)

With effect on and as of the Effective Date, the Parties hereby agree that Section
4.02(m) (Concession Agreement) of the Common Terms Agreement is hereby amended
and restated in its entirety to read as follows:

Concession Agreement. The Senior Lenders have received (i)


satisfactory evidence that TMSA has issued a written authorization
to the Borrower in accordance with the Concession Agreement to

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place an order to acquire the equipment that will be funded with
such Disbursement and (ii) a certificate of the SIRCI Trust, signed
by an Authorized Representative thereof, certifying that the
amount of revenues due from the SITP Trust to the SIRCI Trust
does not exceed an amount equivalent to eight (8) weeks of
revenues under the Concession Agreement reported as due by the
SITP Trust to the SIRCI Trust, pursuant to the SITP Trust weekly
revenues report;

Section 2.6. Amendments to Section 5.01 (Affirmative Covenants).

With effect on and as of the Effective Date, the Parties hereby agree that Section
5.01 (Affirmative Covenants) of the Common Terms Agreement is hereby amended as
follows:

1) in Section 5.01(e)(i) (Auditors), by deleting the words "and procure that such
firm is appointed and maintained as auditors of the SIRCI Trust";

2) in Section 5.01(e)(ii) (Auditors), by deleting the words "and the SIRCI


Trust's";

3) the existing Section 5.01(p) (Revenues) is deleted in its entirety and replaced
with the following:

Revenues. (i) Deposit or cause to be deposited all Project


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

4) the existing Section 5.01(t) (Registration of Foreign Debt) is deleted in its


entirety and replaced with the following:

Registration of Compensation Account and of Foreign Debt. (i)


Within ten (10) Business Days following the C Loan Disbursement
Date, deliver to the Senior Lenders a copy of Form No. 9 duly and
timely filed directly by the SIRCI Trustee (on behalf of the SIRCI
Trust) with the Central Bank in the Country as required by and in
accordance with Applicable Law; and (ii) no later than three (3)
Business Days after each Disbursement of the C Loan and of a
Senior Loan, deliver to the Senior Lenders a copy of Form No. 3
(Declaracin de Cambio por Endeudamiento Externo) and Form
No. 3A (Informe de Desembolsos y Pagos de Endeudamiento

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Externo), as applicable, in each case duly and timely duly filed
with the Central Bank through an authorized intermediary of the
foreign exchange market in the Country as required by and in
accordance with Applicable Law;

5) a new Section 5.01(y) (Presentment of Colombian Law-Governed Documents)


is added as follows:

Presentment of Colombian Law-Governed Documents. No later


than twenty (20) Business Days after the C Loan Disbursement
Date, the Borrower shall cause LG and Land Developer to deliver
to the Senior Lenders a copy of the Colombian law-governed
Financing Documents executed by them, each legalized and
apostilled, along with evidence that each such document was
executed by an Authorized Representative;

6) a new Section 5.01(z) (SIRCI Trust Agreement Amendment) is added as


follows:

SIRCI Trust Agreement Amendment. No later than thirty (30)


Business Days after the C Loan Disbursement Date, the Borrower
shall deliver to the Senior Lenders an amendment to the SIRCI
Trust Agreement, duly executed and registered before the Chamber
of Commerce of Bogot, reflecting the amendments set forth in
Annex VII hereto.

7) a new Section 5.01(aa) (EDTM Quota Pledge Agreement Registration) is


added as follows:

EDTM Quota Pledge Agreement Registration. No later than one


(1) Business Day following receipt of the duly notarized and
apostilled counterpart signatures of IFC and the KEXIM Facility
Agent, the Borrower shall submit the fully executed EDTM Quota
Pledge Agreement to the Chamber of Commerce of Bogot for
registration. No later than one (1) Business Day following receipt
by the Borrower of the certificate evidencing the conclusive
registration of the EDTM Quota Pledge Agreement in the Chamber
of Commerce of Bogot, and in any event no later than twenty (20)
Business Days following the date on which the EDTM Quota
Pledge Agreement was submitted to the Chamber of Commerce of
Bogot for registration, the Borrower shall deliver such registration
certificate to the Senior Lenders.

8) a new Section 5.01(bb) (Amendment to the Registration of Foreign Debt) is


added as follows:

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Amendment to the Registration of Foreign Debt. Within the time
limit required by the laws of the Country, the Borrower shall file
before the Central Bank of the Country each amendment to any of
the Senior Loan Agreements and the IFC C Loan Agreement, and
no later than twenty (20) Business Days following execution of
each such amendment, the Borrower shall deliver to the Senior
Lenders evidence of the due and timely registration of each such
amendment before the Central Bank of the Country.

Section 2.7. Amendments to Section 5.02 (Negative Covenants).

With effect on and as of the Effective Date, the Parties hereby agree that Section
5.02 (Negative Covenants) of the Common Terms Agreement is hereby amended as
follows:

1) in Section 5.02(a)(vii)(B) (Distributions), by deleting the words "Holding


Subaccount" and replacing them with the words "Subcuentas de Costos del
Proyecto";

2) in Section 5.02(h) (Arm's Length Transaction), by deleting the following text:

"(including, without limitation, transactions whereby the Borrower


might pay more than the ordinary commercial price for any
purchase or might receive less than the full ex-works commercial
price (subject to normal trade discounts) for its products)";

3) in Section 5.02(m) (Permitted Investments), by deleting the words "Holding


Subaccount" and replacing them with the words "Subcuenta de Recoleccin";

4) in Section 5.02(v) (Bank Accounts), by deleting the words "the Accounts


Agreement or".

Section 2.8. Amendments to Section 5.03 (Reporting Requirements).

With effect on and as of the Effective Date, the Parties hereby agree that a new
Section 5.03(n) (Certain Borrower Agreements) is added as follows:

Certain Borrower Agreements. Promptly, and in any event no later


than five (5) Business Days of such occurrence, notify the Senior
Lenders of any termination of, or any material amendment to or
waiver of, the GOAL Amrica Contract or the AVANTEL
Contract or any change to the parties thereto, and provide such
additional information related to such termination, amendment,
waiver or change in parties as the Senior Lenders may reasonably
request.

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Section 2.9. Amendments to Section 5.04 (Insurance).

With effect on and as of the Effective Date, the Parties hereby agree that Section
5.04(b)(iv) (Policy Provisions) is amended and restated in its entirety to read as follows:

(iv) on every insurance policy on the Borrower's assets, the


Finance Parties are named as loss payees for any claim, or any
series of claims arising with respect to the same event, whose
aggregate amount is the equivalent of three million Dollars
($3,000,000) or more.

Section 2.10. Amendments to Section 8.05 (Senior Lenders' Instructions)

With effect on and as of the Effective Date, the Parties hereby agree that Section
8.05 (Senior Lenders' Instructions) of the Common Terms Agreement is hereby amended
by adding a new paragraph (d) as follows:

The Senior Lenders hereby instruct the Offshore Collateral Agent


to execute and deliver, in such number and in such manner as may
be directed, any Financing Document and each document required
to be executed and delivered pursuant to or in connection with any
Financing Document on or prior to the Closing Date.

Section 2.11. Amendment to Annex B (Borrower/Project Authorizations).

With effect on and as of the Effective Date, the Parties hereby agree that Annex B
(Borrower/Project Authorizations) of the Common Terms Agreement is hereby amended
by deleting the existing Annex B and replacing it in its entirety with Annex I hereto.

Section 2.12. Amendment to Annex C (Insurance Requirements).

With effect on and as of the Effective Date, the Parties hereby agree that Annex C
(Insurance Requirements) of the Common Terms Agreement is hereby amended by
deleting the existing Annex C and replacing it in its entirety with Annex II hereto.

Section 2.13. Amendment to Annex F (Borrower Agreements).

With effect on and as of the Effective Date, the Parties hereby agree that Annex F
(Borrower Agreements) of the Common Terms Agreement is hereby amended by
deleting the existing Annex F and replacing it in its entirety with Annex III hereto.

Section 2.14. Amendment to Schedule 2 (Form of Request for Disbursement).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
2 (Form of Request for Disbursement) of the Common Terms Agreement is hereby

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amended by deleting footnote 4 and the brackets around the phrase "quality of service
factor".

Section 2.15. Amendment to Schedule 4 (Form of Service Process Letter).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
4 (Form of Service Process Letter) of the Common Terms Agreement is hereby amended
by deleting the existing footnote 21 and replacing it in its entirety with the following:

Such date shall be six (6) months after the final C Loan repayment
date.

Section 2.16. Amendment to Schedule 5 (Form of Letter to Borrower's Auditors).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
5 (Form of Letter to Borrower's Auditors) of the Common Terms Agreement is hereby
amended by deleting the existing Schedule 5 and replacing it in its entirety with Annex
IV hereto.

Section 2.17. Amendment to Schedule 15 (Form of Solvency Certificate).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
15 (Form of Solvency Certificate) of the Common Terms Agreement is hereby amended
by deleting the existing Schedule 15 and replacing it in its entirety with Annex V hereto.

ARTICLE III
AMENDMENTS TO KEXIM FACILITIES AGREEMENT

Section 3.1. Amendment to Section 5.2(a) (Completion of a Disbursement


Request).

With effect on and as of the Effective Date, the Parties hereby agree that Section
5.2(a) (Completion of a Disbursement Request) of the KEXIM Facilities Agreement is
hereby amended as follows:

1) in Section 5.2(a)(iii) (Completion of a Disbursement Request), by inserting the


word "and" after the words "(Currency and amount);";

2) in Section 5.2(a)(iv) (Completion of a Disbursement Request), by deleting the


words "; and" and replacing them with a period (.); and

3) by deleting Section 5.2(a)(v) (Completion of a Disbursement Request) in its


entirety.

Section 3.2. Amendments to Section 23.5 (Combined KEXIM Facilities Majority


Lenders' Instructions)

15
0017217-0000164 NY:15910224.11
With effect on and as of the Effective Date, the Parties hereby agree that Section
23.5 (Combined KEXIM Facilities Majority Lenders' Instructions) of the KEXIM
Facilities Agreement is hereby amended by adding a new paragraph (e) as follows:

The Lenders hereby instruct the KEXIM Facility Agent to execute


and deliver, in such number and in such manner as may be
directed, any Financing Document, each document required to be
executed and delivered pursuant to any Financing Document, and
each other document required to be executed and delivered prior to
the Closing Date.

Section 3.3. Amendment to Schedule 3 (Repayment Schedule).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
3 (Repayment Schedule) of the KEXIM Facilities Agreement is hereby amended by
deleting the existing Schedule 3 and replacing it in its entirety with Annex VI hereto.

ARTICLE IV
AMENDMENTS TO IFC A LOAN AGREEMENT

Section 4.1. Amendment to Section 2.04 (Interest).

With effect on and as of the Effective Date, the Parties hereby agree that Section
2.04 (Interest) of the IFC A Loan Agreement is hereby amended and restated in its
entirety as follows:

(b) Up to the Loan Consolidation Date, interest shall be


payable on the outstanding amount of each Colombian Peso-linked
Disbursement at the applicable Colombian Peso-linked Interest
Rate for such Colombian Peso-linked Disbursement. Beginning on
and including the Loan Consolidation Date, the Borrower shall pay
interest on the Colombian Peso-linked Loan outstanding at the
relevant Consolidated Interest Rate.

ARTICLE V
AMENDMENTS TO IFC C LOAN AGREEMENT

Section 5.1. Amendment to Section 1.01 (Definitions).

With effect on and as of the Effective Date, the Parties hereby agree that Section
1.01 (Definitions) of the IFC C Loan Agreement is hereby amended as follows:

1) Clause (b) of the definition of Additional Interest Compensation (up to the


phrase "in respect of") is hereby amended and restated as follows:

16
0017217-0000164 NY:15910224.11
(b) (x) with respect to any Financial Year in which all of the
Stepdown Conditions have been satisfied in form and substance
satisfactory to IFC, three quarters of one percent (0.75%) or (y)
with respect to any Financial Year in which any of the Stepdown
Conditions have not been satisfied in form and substance
satisfactory to IFC, one percent (1.00%), in each case multiplied
by Additional Annual Revenues, determined by reference to the
audited financial statements for the relevant Financial Year most
recently ended, provided however, that, the Additional Interest
Compensation payable in respect of:

2) In the definition of C Loan Security Documents, Clause (h) is hereby deleted


and Clauses (f) and (g) are hereby amended and restated in their entirety as
follows:

(f) once entered into, the Second Ranking Pledge of


Subordinated Loans; and

(g) each Insurance Company Waiver;

3) In the definition of Loan Consolidation Date, each occurrence of the word


"Loan" is deleted and replaced with "C Loan".

4) The following defined terms are hereby added and defined as follows:

"Blended Colombian Peso-Linked Rate" means for any Interest


Period following the Loan Consolidation Date, the rate of interest
payable on the Colombian Peso-linked Loan, which shall be
calculated by IFC at least two (2) New York Business Days prior
to the Loan Consolidation Date and promptly notified to the
Borrower, which rate shall be the sum of:

(i) the weighted average of the Colombian Peso-linked


Base Rates, the weighting being based on the principal
amount of each Colombian Peso-linked Disbursement in
relation to the entire outstanding principal amount of the
Loan on the Loan Consolidation Date and the average
being rounded up to the nearest four (4) decimal places;
and

(ii) the Relevant Spread;

"Colombian Peso-linked Interest Rate" with respect to any


Disbursement, for any C Loan Interest Period prior to the Loan
Consolidation Date, a rate per annum equal to the sum of the
Colombian Peso-linked Base Rate and the Relevant Spread;

17
0017217-0000164 NY:15910224.11
"Company" has the meaning given to it in Section 3.04(d);

"Stepdown Conditions" means each of the following


conditions:

(i) each of the conditions set forth in Section 3.04(d) has been
satisfied;

(ii) the aggregate amount invested by IFC in the Company


exceeds three million Dollars ($3,000,000); and

(iii) for the Fiscal Year with respect to which the Additional
Interest Compensation is being calculated, the fees paid by the
Company to the Borrower exceed the amount equal to four percent
(4%) of the sum of (a) Annual Revenues17.5% and (b) Additional
Annual Revenues, in each case for such Fiscal Year;

"Non-Transport Related Activities" means commercial activities


that are not strictly transport-related utilizing the Technological
Platform or any portion or extension thereof.

Section 5.2. Amendments to Section 2.02 (Interest).

With effect on and as of the Effective Date, the Parties hereby agree that Section
2.02 (Interest) of the IFC C Loan Agreement is hereby amended as follows:

1) by deleting each occurrence of the phrase "Interest Payment Date" in Section


2.02(a) and replacing it with the phrase "C Loan Interest Payment Date;

2) by amending and restating Section 2.02(b) in its entirety as follows:

(b) Up to the Loan Consolidation Date, interest shall be


payable on the outstanding amount of each Colombian Peso-linked
Disbursement at the applicable Colombian Peso-linked Interest
Rate for such Colombian Peso-linked Disbursement. Beginning on
and including the Loan Consolidation Date, the Borrower shall pay
interest on the Colombian Peso-linked Loan outstanding at the
relevant Consolidated Interest Rate.

Section 5.3. Amendments to Section 2.06 (Repayment).

With effect on and as of the Effective Date, the Parties hereby agree that Section
2.06(a) (Repayment) of the IFC C Loan Agreement is hereby amended and restated in its
entirety as follows:

(a) Subject to Section 1.03 (Business Day Adjustment) and this


Section 2.06, the Borrower shall repay the C Loan on the C Loan

18
0017217-0000164 NY:15910224.11
Interest Payment Dates as set out in Schedule 7 (Repayment
Schedule), provided that, each repayment of the C Loan shall be of
the Dollar Equivalent of the Notional Colombian Peso Principal
Amount by which the outstanding amount of the C Loan is being
repaid as determined (subject to Section 1.04(b)) two (2) Bogota
and New York Business Days prior to the relevant C Loan Interest
Payment Date.

Section 5.4. Amendments to Section 2.08 (Default Interest Rate).

With effect on and as of the Effective Date, the Parties hereby agree that Section
2.08 (Default Interest Rate) of the IFC C Loan Agreement is hereby amended by deleting
each occurrence of the term "Interest Payment Date" and replacing it with the term "C
Loan Interest Payment Date.

Section 5.5. Amendments to Section 3.01(c) (Further Conditions of First


Disbursement).

With effect on and as of the Effective Date, the Parties hereby agree that Section
3.01(c) (Further Conditions of First Disbursement) of the IFC C Loan Agreement is
hereby deleted in its entirety.

Section 5.6. Amendment to Section 3.02 (Further Conditions of Each


Disbursements).

With effect on and as of the Effective Date, the Parties hereby agree that the
heading of Section 3.02 of the IFC C Loan Agreement is hereby amended and restated as
"Further Conditions of Each Disbursement".

Section 5.7. Amendments to Section 3.02(c) (Further Conditions of Each


Disbursement).

With effect on and as of the Effective Date, the Parties hereby agree that Section
3.02(c) (Further Conditions of Each Disbursement) of the IFC C Loan Agreement is
hereby amended and restated as follows:

(c) [Reserved]

Section 5.8. Amendments to Section 3.04 (Covenants).

With effect on and as of the Effective Date, the Parties hereby agree that Section
3.04 (Covenants) of the IFC C Loan Agreement is hereby amended by inserting new
clauses (d), (e) and (f) as follows:

d) The Borrower shall ensure that all activities related to the


payment system for the Sistema Integrado de Transporte Pblico
de Bogot and any additional applications for the user fare cards

19
0017217-0000164 NY:15910224.11
used by TMSA be developed by and through the Borrower in
accordance with the Concession Agreement until the earlier of (i)
the sixth (6th) anniversary of the C Loan Disbursement Date and
(ii) the date on which all of the following conditions have been
satisfied: (A) IFC has acquired a 10% equity interest in a special
purpose entity (the Company) formed and owned, directly or
indirectly, by Carlos Rios Velilla, Javier Rios Velilla and Helmut
Mildenberg, collectively, for the purpose of conducting, directly or
through subsidiaries of the Company, the Non-Transport Related
Activities on an exclusive basis and (B) agreements in form and
substance satisfactory to IFC, including a shareholders agreement
and a put option agreement, have been entered into pursuant to
which, among other things, IFC has an option to acquire an
additional 10% equity interest in the Company at fair market value.

(e) Following the satisfaction of the conditions set forth in


paragraph (d), the Borrower shall ensure that (i) all activities
related to the payment system for the Sistema Integrado de
Transporte Pblico de Bogot and any additional applications for
the user fare cards used by TMSA (other than the Non-Transport
Related Activities) be developed exclusively by or through the
Borrower in accordance with the Concession Agreement and (ii)
all Non-Transport Related Activities be developed exclusively by
or through the Company.

(f) The Borrower shall ensure that IFC has received, no later
than one (1) Bogot Business Day following the C Loan
Disbursement Date, a letter from each lender under each Bridge
Financing Facility, in form and substance satisfactory to the Senior
Lenders, stating all payments payable by the Borrower under its
respective Bridge Financing Facility have been finally paid, all
commitments under such Bridge Financing Facility have been
cancelled or have expired and all security in respect of the
Borrower's obligations thereunder has been released.

Section 5.9. Amendments to Schedule 3 (Form of Confirmation).

With effect on and as of the Effective Date, the Parties hereby agree that Schedule
3 (Form of Confirmation) of the IFC C Loan Agreement is hereby amended by deleting
the term "Interest Payment Date" at the end of the last full paragraph and replacing it with
the term "C Loan Interest Payment Date.

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0017217-0000164 NY:15910224.11
ARTICLE VI
WAIVERS

Section 6.1. Waiver of Section 5.1 (Delivery of a Disbursement Request) of the


KEXIM Facilities Agreement.

With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, for purposes of the first Disbursement of the Senior
Loans only, to waive Section 5.1 (Delivery of a Disbursement Request) of the KEXIM
Facilities Agreement solely to the extent that, subject to the prior satisfaction of all
applicable conditions in the KEXIM Facilities Agreement and the Common Terms
Agreement, the Borrower may submit a Disbursement Request to the KEXIM Facility
Agent not later than 10:00 a.m. (New York time) five (5) Business Days before the
requested Utilisation Date.

Section 6.2. Waiver of Computer Crime Policy under Section 5.04 of the
Common Terms Agreement.

With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, solely for purposes of disbursement of the C Loan
and the first Disbursement of the Senior Loans, to waive the obligations of the Borrower
under Section 5.04 (Insurance) of the Common Terms Agreement in relation to the
Computer Crime Policy included in Annex C to the Common Terms Agreement;
provided, however, that the Borrower shall obtain and comply with all said obligations
regarding the Computer Crime Policy no later than five (5) weeks after the C Loan
Disbursement Date.

Section 6.3. Waiver of Section 5.03(a) (Quarterly Financial Statements and


Reports) of the Common Terms Agreement.

With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, solely for purposes of disbursement of the C Loan
and the first Disbursement of the Senior Loans, to waive the obligations of the Borrower
under Section 5.03(a) (Quarterly Financial Statements and Reports) of the Common
Terms Agreement solely to the extent that each of the financial statements and reports
required to be delivered pursuant to clauses (i) through (iv) and (vi) of such Section
5.03(a) shall not be required to be delivered prior to disbursement of the C Loan or the
first Disbursement of the Senior Loans, provided that the Borrower shall deliver each
such financial statement and report to the Senior Lenders no later than March 15, 2013.

Section 6.4. Waiver of Deadline for Registering the EDTM Quota Pledge
Agreement under Section 3.04(ii) Thereof

With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, for purposes of compliance with the EDTM Pledge
Agreement only, to waive the obligations of the Borrower under Section 3.04(ii) of the

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0017217-0000164 NY:15910224.11
EDTM Quota Pledge Agreement solely in relation to the deadline for submitting the fully
executed EDTM Quota Pledge Agreement to the Chamber of Commerce of Bogot for
registration; provided, however, that the Borrower shall register the EDTM Quota Pledge
Agreement no later than one (1) Business Day following receipt of the duly notarized and
apostilled counterpart signatures of IFC and the KEXIM Facility Agent. In addition, no
later than one (1) Business Day following receipt by the Borrower of the certificate
evidencing the conclusive registration of the EDTM Quota Pledge Agreement in the
Chamber of Commerce of Bogot, and in any event no later than twenty (20) Business
Days following the date on which the EDTM Quota Pledge Agreement was submitted to
the Chamber of Commerce of Bogot for registration, the Borrower shall deliver such
registration certificate to the Senior Lenders.

Section 6.5. Scope of Waiver.

The Borrower acknowledges and agrees that (a) the granting of the waivers in this
Article V shall not be deemed to be a novation of any Amended Agreement or any other
Financing Document, and all terms, covenants and provisions of such documents shall
remain in full force and effect (except to the extent expressly waived herein); (b) no
portion of the waivers in this Article V shall under any circumstance be deemed to be an
amendment of any provision of any Amended Agreement or any other Financing
Document; (c) the willingness of the Lenders to grant the waivers in this Article V does
not establish a course of dealing or otherwise obligate the Lenders to agree to any waiver
of similar or different conditions precedent under the Amended Agreements or any other
Financing Document, as the case may be, in the future; (d) this letter does not constitute a
waiver of any condition precedent, misrepresentation, breach of covenant, Default or
Event of Default under any Amended Agreement or any other Financing Document
except as expressly set forth herein; and (e) the granting of the waivers in this Article V
does not in any manner prohibit any Lender from refusing to make any Disbursement in
accordance with the terms of the Amended Agreements or any other Financing Document
if any other applicable condition precedent is deemed not satisfied.

ARTICLE VII
MISCELLANEOUS

Section 7.1. Reference to and Effect on the Amended Agreements.

(a) With effect on and as of the Effective Date, each reference in the Common
Terms Agreement, the KEXIM Facilities Agreement, the IFC A Loan Agreement or the
IFC C Loan Agreement to this Agreement, hereunder, hereof, herein, hereby
or words of like import, and each reference in the other Financing Documents to such
Amended Agreement, thereunder, thereof, therein, thereby or words of like
import referring to the Amended Agreement, shall mean and be a reference to the
applicable Amended Agreement as amended hereby.

(b) Except as specifically amended herein, each Amended Agreement shall


remain in full force and effect and is hereby ratified and confirmed.

22
0017217-0000164 NY:15910224.11
(c) The execution, delivery and effectiveness of this Amendment No. 1 shall
not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any party to any Amended Agreement, nor constitute a waiver of any
provision of such Amended Agreement.

(d) This Amendment No. 1 is designated by the Parties to be a Financing


Document.

Section 7.2. Counterparts.

This Amendment No. 1 may be executed in counterparts, each of which when so


executed and delivered shall be deemed an original and all of which together shall
constitute one and the same instrument.

Section 7.3. Governing Law.

THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED


IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA.

[Signature page follows.]

23
0017217-0000164 NY:15910224.11
INTERNATIONAL FINANCE

Name:
--------------------
Title: Bernay,'i
Director
Infrastructure 8. NatlJrai Resourros
Africa, Latin Amer!ca and the Cant
International FInance Corporation

[signature page to Omnibus Amendment and Waiver No.1]


ANNEX I

ANNEX B

BORROWER/PROJECT AUTHORIZATIONS

(See Sections 3.01(d) and 4.01(d) of the Common Terms Agreement)

Section (1) Authorizations Already Obtained

a) Approval by TMSA of the Master Implementation Plan;


b) Approval by TMSA of the Financial Closing pursuant to the Concession
Agreement;
c) Approval by TMSA of the Concession Insurance Policies;
d) Approval by TMSA of the SIRCI Trust; and
e) Approval by TMSA of the SITP Trust.
Section (2) Authorizations to be Obtained Prior to the C Loan Disbursement Date

a) Resolution(s) of the relevant corporate authority of the Borrower, the SIRCI


Trust and the Sponsors authorizing the execution of the Financing Documents
to which each is a party;
b) Approval by TMSA to amend the SIRCI Trust Agreement and approval by
TMSA of the amended and restated SIRCI Trust Agreement;
c) Registration of each of the IFC A Loan and the KEXIM Facility with the
Central Bank of the Country (Form No. 6);
d) Registration of the IFC C Loan with the Central Bank of the Country (Form
No. 6);
e) Registration of the SIRCI Trust Agreement with the Chamber of Commerce
of Bogot; and
f) Registration of the First Ranking Share Pledge in the Borrowers stock-ledger
book.
Section (3) Authorizations to be evidenced no later than twenty-one (21) Business
Days, counted as from the date of submission of all duly notarized and
apostilled counterparts to the Borrower.

a) Registration of the EDTM Quota Pledge Agreement with the Chamber of


Commerce of Bogot.
Section (4) Authorizations to be evidenced no Later than five (5) Business Days,
counted as from the effective date of each disbursement,

a) Registration of the SIRCI Trust compensation accounts (cuentas de


compensacin) with the Central Bank of the Country, to be evidenced no later
than five (5) Business Days after the C Loan Disbursement Date.
b) Registration of each Disbursement under the IFC A Loan, the IFC C Loan and
the KEXIM Facilities with the Central Bank of the Country (Form No. 3 and
Form No. 3A) as may be applicable.
Section (5) Authorizations to be obtained during the preoperative stage, according to
the Concession Agreement

a) Certificate duly executed by a legal representative of the Borrower, certifying


the complete performance of its obligations under Clause 16.1 of the
Concession Agreement;
b) Approval by TMSA of the location strategies in connection with points of sale
and recharge of SITP payment means pursuant Clause 20.8 of the Concession
Agreement for the points of sale opened during the preoperative stage;
Section (6) Authorizations to be obtained during the operative stage, according to the
Concession Agreement
a) Approval by TMSA of merchandising mechanisms, strategies and plans
pursuant to Clause 16.16 of the Concession Agreement;
b) Approval by TMSA of the procedures for the proper management of claims
and complaints by the SITP users pursuant to Clause 16.25 of the Concession
Agreement.
c) Approval by TMSA of the location strategies in connection with points of sale
and recharge of SITP payment means pursuant Clause 20.8 of the Concession
Agreement for the points of sale opened during the operative stage;
d) Approval by TMSA of the procedure to write off the Companys assets during
the concession pursuant to the last paragraph of Clause 64 of the Concession
Agreement.
ANNEX II

ANNEX C

INSURANCE REQUIREMENTS

(See Section 5.04 of the Common Terms Agreement)

1) Property All Risks or Fire and named perils, based on new replacement cost of assets
for the control centers and the backup control center (level 4 technical facility)

2) Computer Crime Policy with a minimum limit of USD 1,000,000 per occurrence

3) Third Party Liability with a minimum limit of USD 5,000,000 per occurrence

4) All insurances required by contract, applicable laws and regulations.


ANNEX III

ANNEX F

BORROWER AGREEMENTS

(See Sections 3.01(j)(i) and Section 4.01(t) of the Common Terms Agreement)

Object of Duration
Contract Contractor Value
theContract (Years)
Over USD
1. Citymovil Chile Technical Advisory 3years
$150.000
Technologic and Over USD
2. Datatools Undefined
Managerial Services $150.000
6 Months Over USD
3. COEXCO Financial Advisory
(extendable) $20.000
Over USD
4. Consultoria Legal Legal Advisory Undefined
$150.000
CARLOS
Until end of Over USD
5. FEDERICO Legal Advisory
Legal Processes $20.000
SEPULVEDA
FERNANDO
Until end of Over USD
6. MONTOYA Legal Advisory
Legal Processes $20.000
MATEUS
6 Months Over USD
7. SIGMA Strategic Advisory
(extendable) $20.000
Advisory on Design
4 Months Over USD
8. GSD Plus and Implementation
(extendable) $150.000
of the SIRCI
Until end of
Gmez Pinzn Legal Advisory - Over USD
9. Financial
Zuleta FinancialClosing $150.000
Closing Process
1 Year Over USD
10. Pardo & Asociados Tax Advisory
(extendable) $20.000
Fare Collection and
6 Months Over USD
11. Vettica Managerial
(extendable) $150.000
Advisory
Until end of
GOAL (Fleet
Implementation
Management System Over USD
12. GOAL Amrica for Distribution.
Software) Licenses $150.000
Maintenance
and Maintenance
Undefined
13. UNE TETRA Network Undefined Over USD
Maintenance $150.000
INVERSIONES 33 RB Main Office 2 Years Over USD
14.
E.U Lease (Extendable) $20.000
Adriano Angel Over USD
15. Office Maintenance Undefined
Castillo $20.000
Over USD
16. Fiducafe SIRCI Trust 16 Years
$20.000
Fiduciaria de 4 Years Over USD
17. Fiducia SITP
Occidente (extendable) $20.000
Fare Collection and
JAVIER Over USD
18. Managerial 1 Year
CANCELA $20.000
Advisory
19. Turnstiles for Bus 1 Year Over USD
Wolpac
Supplier (extendable) $150.000
20. Telecommunications
Over USD
LEVEL 3 Services for WAN 3 Years
$150.000
Connectivity
21. Supplies for 1 Year Over USD
SERVIDOTAR
operative employees (extendable) $150.000
22. Personnel Selection
6 Months Over USD
Atecno and Human
(extendable) $150.000
Resources Services
23. VALORES ATLAS Secure Cash Over USD
3 Years
S.A. Collection $150.000
24. Import Duties and Over USD
Ingrid Daz. 1 Year
Taxes Advisory $20.000
25. Cabling and IP
Media Commerce Over USD
Communications for Undefined
S.A. $20.000
Main Office
26. Trunk Over USD
AVANTEL 5 Years
Communications $150.000
27. Internet, MLPS Data Over USD
ETB 2 Years
and CCTV $150.000
28. PCS,
Communications Over USD
TIGO 4 Months
and Complementary $20.000
Services
29. Telecommunications Over USD
TELEFONICA 36 Months
Services $150.000
30. Design, supply,
implementation,
Over USD
TELMEX operations and Undefined
$150.000
maintenance of
SIRCI subsystems
31. Over USD
LG CNS Main Contractor 5 Years
$150.000
32. TRANZA SAS - External Recharge Over USD
3 Years
MOVILRED Network $150.000
33. Over USD
ALLUS Call Center Undefined
$150.000
ANNEX IV

SCHEDULE 5

FORM OF LETTER TO BORROWER'S AUDITORS

(See Section 4.01(h) and Section 5.01(e) of


the Common Terms Agreement)

[Borrowers Letterhead]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

Ladies and Gentlemen:

We hereby authorize and request you to give to the Export-Import Bank of Korea,
[HSBC Bank USA, National Association], [Shinhan Bank], [Woori Global Markets Asia
Limited] and International Finance Corporation (the Senior Lenders) all such
information as the Senior Lenders may reasonably request with regard to the financial
statements (both audited and unaudited), accounts and operations of the undersigned
company. We have agreed to supply that information and those statements under the
terms of a Common Terms Agreement among the undersigned company and the Senior
Lenders dated November 14, 2012 (the Common Terms Agreement). For your
information we enclose a copy of the Common Terms Agreement.

We authorize and request you to send two copies of the audited accounts of the
undersigned company to the Senior Lenders to enable us to satisfy our obligation to the
Senior Lenders under Section 5.03(b)(i) of the Common Terms Agreement. When
submitting the same to the Senior Lenders, please also send, at the same time, a copy of
your full report on such accounts in a form reasonably acceptable to the Senior Lenders.

Please note that under Section 5.03(b)(ii) and (iii) and Section 5.03(c) of the
Common Terms Agreement, the Borrower is obliged to provide the Senior Lenders with:

1. a copy of the annual and any other management letter or other


communication from you to the undersigned company or its management commenting
on, among other things, the adequacy of the undersigned companys financial control
procedures and accounting and management information systems; and

2. a report (in form attached as Schedule 16 to the Common Terms


Agreement), signed by the Borrowers chief financial officer and reviewed by the
Auditors to the effect that, on the basis of its financial statements:
(A) the Borrower was in compliance with the covenants in Section
[___] and Section [___]; and

(B) the Auditors are not aware of any non-compliance by the Borrower
with such covenants.

Please also submit each such communication and report to the Senior Lenders
with the audited accounts.

For our records, please ensure that you send to us a copy of every letter that you
receive from the Senior Lenders immediately upon receipt and a copy of each reply made
by you immediately upon the issue of that reply.

Yours truly,
RECAUDO BOGOT SAS

By ________________________
Authorized Representative
Enclosure

cc: Director
Infrastructure and Natural Resources Department
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Export-Import Bank of Korea


38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department

HSBC Bank USA, National Association


452 Fifth Ave, 5th Floor
New York, NY10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance

Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)

Woori Global Markets Asia Limited


1905 -1908, 19TH Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/ Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny AU YEUNG

Acknowledged and agreed by:

[NAME OF AUDITORS]
By ________________________
Authorized Representative
ANNEX V

SCHEDULE 15

FORM OF SOLVENCY CERTIFICATE

(See Section 4.01(v) of the Common Terms Agreement)

This Solvency Certificate (the Certificate) of Recaudo Bogot S.A.S., a


company simplified by shares, organized and existing under the laws of the Republic of
Colombia (the Borrower), is delivered pursuant to Section 4.01(v) of the Common
Terms Agreement dated as of November 14, 2012, (as the same may be amended from
time to time, the Common Terms Agreement) among the Borrower, International
Finance Corporation, The Export-Import Bank of Korea, HSBC Bank USA, National
Association, Woori Global Markets Asia Limited and Shinhan Bank. Unless otherwise
defined herein, capitalized terms used in this Certificate shall have the meanings set forth
in the Loan Agreement.

I, [NAME], the duly elected, qualified and acting [TITLE] of the Borrower, DO
HEREBY CERTIFY as follows:

1. I have carefully reviewed the Loan Agreement and the other IFC
Financing Documents and such other documents as I have deemed
relevant and the contents of this Certificate and, in connection herewith,
have made such investigation, as I have deemed necessary therefor. I
further certify that the financial information and assumptions which
underlie and form the basis for the representations made in this Certificate
were reasonable when made and were made in good faith and continue to
be reasonable as of the date hereof.

2. I have reviewed all financial information delivered to IFC pursuant


to Articles III and IV of the Loan Agreement (the Information). I am
familiar with the financial performance and prospects of the Borrower and
hereby confirm that the Information was prepared in good faith and fairly
presents the Borrowers consolidated financial condition, based on the
information available to the Borrower at the time so furnished.

3. As of the date hereof, after giving effect to the transactions


contemplated by the Transaction Documents, the fair value (as defined
herein) and the present fair salable value (as defined herein) of any and all
property of the Borrower is greater than the probable liability on existing
debts (as defined herein) of the Borrower as they become absolute and
matured.

4. As of the date hereof, after giving effect to the transactions


contemplated by the Transaction Documents, the Borrower is able to pay
its debts (including, without limitation, contingent and subordinated
liabilities) as they become absolute and mature (as defined herein).

5. The Borrower does not intend to, nor believes that it will, incur
debts that would be beyond its ability to pay as such debts mature.

6. As of the date hereof, after giving effect to the transactions


contemplated by the Transaction Documents, the Borrower is not engaged
in businesses or transactions, nor about to engage in businesses or
transactions, for which any property remaining would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which it is engaged.

7. The Borrower does not intend, in consummating the transactions


contemplated by the Transaction Documents, to hinder, delay or defraud
either present or future lenders or any other Person to which the Borrower
is or will become, on or after the date hereof, indebted.

8. For purposes of this Certificate, fair value means the amount at


which the aggregate assets of the Borrower would change hands between a
willing buyer and a willing seller within a commercially reasonable period
of time, each having reasonable knowledge of the relevant facts, neither
being under any compulsion to act, with equity to both. Present fair
salable value means the amount that may be realized if the aggregate
assets of the Borrower are sold with reasonable promptness in an arms
length transaction under present conditions for the sale of assets of
comparable business enterprises. The term debt means any legal
liability, including, without limitation, any contingent, subordinated,
absolute, fixed, matured or unmatured, disputed or undisputed, secured or
unsecured and liquidated or unliquidated liability. Being able to pay its
debts as they become absolute and mature means that, assuming
transactions contemplated by the Transaction Documents have been
consummated as proposed and based only upon the Borrowers financial
forecasts, the Borrower would have positive cash flow for the period
covered by such forecasts after paying its scheduled anticipated
indebtedness and current liabilities, including (and after giving effect to)
the scheduled principal payments with respect to the Loan under the Loan
Agreement as in effect on the date hereof.

IN WITNESS WHEREOF, I have executed this Certificate this []

By:___________________________
Name:
Title:
ANNEX VI

SCHEDULE 3
REPAYMENT SCHEDULE

REPAYMENT SCHEDULE

(in respect of the KEXIM Commitment)

Repayment Date Installment


( U.S. Dollars / % of Commitment)
First Repayment Date 2,352,600 / 3.51%
2. 2,352,600 / 3.51%
3. 2,352,600 / 3.51%
4. 2,352,600 / 3.51%
5. 2,352,600 / 3.51%
6. 4,249,000 / 6.34%
7. 4,249,000 / 6.34%
8. 4,249,000 / 6.34%
9. 4,249,000 / 6.34%
10. 4,249,000 / 6.34%
11. 4,249,000 / 6.34%
12. 4,249,000 / 6.34%
13. 4,249,000 / 6.34%
14. 4,249,000 / 6.34%
15. 4,249,000 / 6.34%
16. 4,249,000 / 6.34%
17. 4,249,000 / 6.34%
18. 4,249,000 / 6.34%
REPAYMENT SCHEDULE

(in respect of the HSBC Commitment)

Repayment Date Installment


( U.S. Dollars / % of Commitment)
First Repayment Date 1,369,500 / 3.51%
2. 1,369,500 / 3.51%
3. 1,369,500 / 3.51%
4. 1,369,500 / 3.51%
5. 1,369,500 / 3.51%
6. 2,473,300 / 6.34%
7. 2,473,300 / 6.34%
8. 2,473,300 / 6.34%
9. 2,473,300 / 6.34%
10. 2,473,300 / 6.34%
11. 2,473,300 / 6.34%
12. 2,473,300 / 6.34%
13. 2,473,300 / 6.34%
14. 2,473,300 / 6.34%
15. 2,473,300 / 6.34%
16. 2,473,300 / 6.34%
17. 2,473,300 / 6.34%
18. 2,472,900 / 6.34%
REPAYMENT SCHEDULE

(in respect of the Shinhan Commitment)

Repayment Date Installment


( U.S. Dollars / % of Commitment)
First Repayment Date 1,500,000 /20.00%
2. 1,500,000 /20.00%
3. 1,500,000 /20.00%
4. 1,500,000 /20.00%
5. 1,500,000 /20.00%

REPAYMENT SCHEDULE

(in respect of the Woori Commitment)

Repayment Date Installment


( U.S. Dollars / % of Commitment)
First Repayment Date 1,500,000 /20.00%
2. 1,500,000 /20.00%
3. 1,500,000 /20.00%
4. 1,500,000 /20.00%
5. 1,500,000 /20.00%
ANNEX VII

Amendments to the SIRCI Trust Agreement

Number (xiii) of the chapter CONSIDERACIONES shall be amended in the


SIRCI Trust Agreement as follows:

Que, de acuerdo con el artculo [30] del Contrato de Concesin No. 001 de
2011, el contrato de fiducia que celebre el concesionario bajo dicho
contrato, tendr la finalidad de manejar los recursos que se aporten o
genere el proyecto objeto del Contrato de Concesin No. 001 de 2011,
incluyendo aquellos derivados de recursos de financiacin derivados de
mecanismos de financiacin implementados por el concesionario.

The definition of Acreedor de KEXIM shall be amended in the SIRCI Trust


Agreement as follows:

Acreedor de KEXIM significa HSBC, Shinhan y Woori.

The definition of " Banco Aceptable" shall be amended in the SIRCI Trust
Agreement as follows:

Significa (i) un banco comercial con domicilio en Colombia que


tenga vigente una calificacin de su deuda a largo plazo igual o
superior a "AA" otorgada por Standard & Poor's Ratings Group o
Fitch Ratings, o "Aa2" otorgada por Moody's Investor Services;
(ii) un banco con domicilio en el extranjero con una calificacin
vigente de su deuda a largo plazo de igual o superior a "BBB-"
otorgada por Standard & Poor's Ratings Group o Fitch Ratings o
"Baa3" otorgada por Moodys Investor Services, Inc., en cada
caso, domiciliado en un pas en el que ningn Acreedor
Garantizado tenga prohibido celebrar negocios bajo la Ley
Aplicable o las polticas que le sean obligatorias; o (iii) Banco
Davivienda.
The defined term Contrato de Cuentas shall be deleted from the SIRCI Trust
Agreement.
The definition of Costos de Aduana shall be amended in the SIRCI Trust
Agreement as follows:
Significa [los costos provenientes de los materiales y otros bienes
requeridos por el Proyecto bajo proceso de importacin].
A definition of HSBC shall be included in the SIRCI Trust Agreement as
follows:

HSBC significa HSBC Bank USA, National Association, sociedad legalmente


constituida y actualmente existente de conformidad con las leyes de los Estados
Unidos.

The definition of Reemplazo de Gastos de Capital shall be amended in the


SIRCI Trust Agreement as follows:

Significa los gastos de capital incurrido o a incurrirse por o a


nombre del Fideicomitente para el reemplazo de servidores y
computadores en el curso ordinario de sus negocios en
concordancia con el Presupuesto Anual. Tiene el significado
asignado al trmino Replacement Capex en el Contrato de
Cuentas

A definition of Shinhan shall be included in the SIRCI Trust


Agreement as follows:

Shinhansignifica Shinhan Bank.

A definition of Woori shall be included in the SIRCI Trust Agreement


as follows:

Woori significa Woori Global Markets Asia Limited.


Section 7(xl) of the SIRCI Trust Agreement shall be amended as follows:

Entregar un certificado informando a los Acreedores Garantizados


que la sumatoria de los fondos pendientes de recibir del Distrito de
Bogot al Fideicomiso SITP y del Fideicomiso SITP al
Fideicomiso no exceden una cantidad equivalente a 8 semanas de
ingresos fijos de acuerdo con el Contrato de Concesin, segn el
reporte semanal del Fideicomiso SITP.
Section 13.1(v)(a) of the SIRCI Trust Agreement shall be amended as follows:
Tendr asociada una o ms Cuentas Bancarias, que debern abrirse
en un Banco Aceptable con domicilio bien sea en Colombia o en
los Estados Unidos de Amrica, de acuerdo con lo acordado y
establecido por las Partes en el Manual Operacional. La Cuenta
Bancaria abierta en los Estados Unidos de Amrica corresponder
a la Cuenta de Reserva para Integracin (Integration Capex
Reserve Account) en el Contrato de Cuentas.

Section 13.1(vi)(a) of the SIRCI Trust Agreement shall be amended as follows:

Tendr asociada una o ms Cuentas Bancarias que debern abrirse


en un Banco Aceptable bien sea en Colombia o en los Estados
Unidos de Amrica, de acuerdo con lo acordado y establecido por
las Partes en el Manual Operacional. La Cuenta Bancaria abierta
en los Estados Unidos de Amrica corresponder a la Cuenta de
Reserva para Reemplazo de Capital (Replacement Capex Reserve
Account) en el Contrato de Cuentas.

Section 13.2(i)(3) of the SIRCI Trust Agreement shall be amended as follows:

(i) Desembolsos de la Subcuenta de Recoleccin

Con las sumas depositadas en la Subcuenta de Recoleccin se


realizarn las siguientes transferencias en el orden de prelacin
sealado a continuacin:

1. Se realizarn los pagos por los siguientes conceptos:

(A) Las Comisiones Bancarias.

(B) La Comisin Fiduciaria.

(C) Los pagos derivados de los gastos de operacin y


funcionamiento de la Fiducia.

(D) Los pagos correspondientes a los tributos que le


corresponda asumir al Fideicomiso.

(E) Los pagos correspondientes al pago de primas de las


Plizas de Seguros.

2. Pagos de los Costos Aceptados por KEXIM.


3. Otros Costos del Proyecto. Cualquiera otros Costos del Proyecto
deb pagarse con los recursos derivados del Financiamiento IFC, y
los Ingresos del Proyecto.

4. 3. Una vez se hubieren realizado las transferencias sealadas en


los numerales 1, y 2 y 3 anteriores y siempre y cuando existan
recursos disponibles en la Subcuenta de Recoleccin, la Fiduciaria
realizar las transferencias o acreditaciones a las dems Subcuentas
en el siguiente orden de prelacin en los montos sealados en la
Solicitud de Transferencia:

Section 13.2(i)(4)(A) of the SIRCI Trust Agreement shall be amended as follows:

[] necesarios para efectuar los pagos que deben efectuarse de


acuerdo con lo establecido en la Seccin13.1(ii)(d) y en el
Presupuesto Anual.

Section 13.2(iii) of the SIRCI Trust Agreement shall be amended as follows:

A travs de la Subcuenta del Servicio de la Deuda, la Fiduciaria, en


nombre del Fideicomitente, deber pagar las obligaciones de ste
ltimo derivadas de la celebracin de los Documentos de la
Financiacin en los trminos y proporciones previstos en dichos
contratos y de acuerdo con la Certificacin de Servicio de la
Deuda, con excepcin de aquellas obligaciones derivadas del
Contrato de Crdito IFC C y los Documentos de la Garanta del
Crdito C, en concordancia con la Solicitud de Transferencia y el
Presupuesto Anual.

Section 13.3(viii) of the SIRCI Trust Agreement shall be amended as follows:

En el evento en que la Fiduciaria verifique que la Solicitud de


Transferencia no cumple con lo sealado en los literales (a) y (b)
del numeral (vii) anterior, dentro de los 5 das siguientes a la
recepcin de la Solicitud de Transferencia, la Fiduciaria deber
notificar al Fideicomitente de dicha situacin. En este evento,
dentro de los 5 das siguientes a la recepcin de dicha notificacin,
el Fideicomitente deber proceder a ajustar la Solicitud de
Transferencia al Presupuesto Anual, segn sea el caso.
The last paragraph of Section 13.4 of the SIRCI Trust Agreement shall be
amended as follows:

En el caso de presentarse Deficiencias en diferentes Subcuentas


que requieran que la Fiduciaria verifique la disponibilidad de
recursos en las otras Subcuentas, en los trminos descritos
anteriormente, deber, en todo caso, realizar los pagos en el orden
y con las prioridades establecidas en la Seccin 13.12 de este
Contrato de Fiducia.