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Execution Version

IFC INVESTMENT NUMBER 31907

Project Funds and Share Retention


Agreement
between

RECAUDO BOGOT SAS,

CITYMOVIL COLOMBIA S.A.S.,

LAND DEVELOPER INVESTMENT, INC.,

LG CNS CO., LTD.,

EDTM KONSULTORES EU,

CARLOS ROS,

JAVIER ROS,

THE EXPORT-IMPORT BANK OF KOREA,

HSBC BANK USA, NATIONAL ASSOCIATION,

SHINHAN BANK,

WOORI GLOBAL MARKETS ASIA LIMITED,

HSBC BANK USA, NATIONAL ASSOCIATION,


as KEXIM Facility Agent,

INTERNATIONAL FINANCE CORPORATION,


as C Loan Lender,

INTERNATIONAL FINANCE CORPORATION,


as A Loan Lender

and

HSBC BANK USA, NATIONAL ASSOCIATION,


as Offshore Collateral Agent,

Dated as of February 8, 2013

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TABLE OF CONTENTS

Article/
Section Item Page No.

ARTICLE I DEFINITIONS ...................................................................................................................... 2


Section 1.01 Common Terms Agreement Definitions ...................................................................... 2
Section 1.02 Other Definitions.......................................................................................................... 2
Section 1.03 Interpretation ................................................................................................................ 5
ARTICLE II SPONSOR SUPPORT......................................................................................................... 5
Section 2.01 Notification of Deficiencies ......................................................................................... 5
Section 2.02 Scope of Sponsors' Funding Obligations...................................................................... 6
Section 2.03 Source of Funds............................................................................................................ 6
Section 2.04 Deficiency Subscriptions.............................................................................................. 7
Section 2.05 Deficiency Loans.......................................................................................................... 7
Section 2.06 Sponsors' Advances...................................................................................................... 7
Section 2.07 Government Approvals - Direct Payment to the Senior Lenders................................. 8
Section 2.08 Termination of Deficiency Funding Obligation ........................................................... 8
Section 2.09 Borrower Set-Off.......................................................................................................... 9
Section 2.10 EDTM and Citymovil................................................................................................... 9
ARTICLE III LETTER OF CREDIT ...................................................................................................... 9
Section 3.01 Letter of Credit Delivery .............................................................................................. 9
Section 3.02 Letter of Credit Draws.................................................................................................. 9
Section 3.03 Letter of Credit Release.............................................................................................. 10
ARTICLE IV SUBORDINATION AND DEFERMENT PROVISIONS............................................ 10
Section 4.01 Subordination ............................................................................................................. 10
Section 4.02 Written Instrument(s) ................................................................................................. 10
Section 4.03 Interest and Fees......................................................................................................... 10
Section 4.04 Maturity...................................................................................................................... 10
Section 4.05 Payments other than in Bankruptcy............................................................................ 10
Section 4.06 Deferral....................................................................................................................... 11
Section 4.07 No Acceleration.......................................................................................................... 11
Section 4.08 No Commencement of Any Proceeding..................................................................... 11
Section 4.09 No Sponsor Set-Off .................................................................................................... 11
Section 4.10 Subordination in Bankruptcy...................................................................................... 11
Section 4.11 Rights of Subrogation................................................................................................. 12
Section 4.12 Pledge of Deficiency Loans in favor of the Secured Parties ...................................... 12
Section 4.13 No Other Assignment................................................................................................. 12
Section 4.14 No Amendment to Deficiency Loans ......................................................................... 12
Section 4.15 Amounts Held in Trust ............................................................................................... 12
ARTICLE V SHARE RETENTION....................................................................................................... 13
Section 5.01 Share Retention .......................................................................................................... 13
Section 5.02 Restrictions on Share Transfer Recordation Notice of Transfers............................ 14
Section 5.03 Notification of Transfer Restrictions.......................................................................... 14
Section 5.04 Transfer of Deficiency Loans..................................................................................... 14

0017217-0000164 NY:14759868.11
Article/
Section Item Page No.

ARTICLE VI WAIVER OF DEFENSES............................................................................................... 14


Section 6.01 Waiver of Defenses .................................................................................................... 14
ARTICLE VII REPRESENTATIONS AND WARRANTIES ............................................................. 15
Section 7.01 Representations and Warranties ................................................................................. 15
Section 7.02 Secured Parties Reliance ............................................................................................ 18
Section 7.03 Rights Not Prejudiced ................................................................................................ 18
ARTICLE VIII COVENANTS................................................................................................................ 18
Section 8.01 Financial Information ................................................................................................. 18
Section 8.02 Further Assurances ..................................................................................................... 18
Section 8.03 No Sanctionable Practices .......................................................................................... 18
Section 8.04 Distributions ............................................................................................................... 19
Section 8.05 Early Termination Obligation .................................................................................... 19
Section 8.06 Foreign Exchange Approvals ..................................................................................... 19
ARTICLE IX MISCELLANEOUS......................................................................................................... 19
Section 9.01 Severability................................................................................................................. 19
Section 9.02 Remedies and Waivers ............................................................................................... 19
Section 9.03 Amendment ................................................................................................................ 19
Section 9.04 Fees and Expenses...................................................................................................... 19
Section 9.05 Notices........................................................................................................................ 19
Section 9.06 English Language ....................................................................................................... 22
Section 9.07 Benefit of Agreement ................................................................................................. 22
Section 9.08 Counterparts ............................................................................................................... 22
Section 9.09 Applicable Law and Jurisdiction ................................................................................ 23

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PROJECT FUNDS AND SHARE RETENTION AGREEMENT
PROJECT FUNDS AND SHARE RETENTION AGREEMENT (this "Agreement") dated as of
February 8, 2013, among:

1. CITYMOVIL COLOMBIA S.A.S., a corporation organized and existing under the laws of
the Republic of Colombia ("Citymovil");

2. LAND DEVELOPER INVESTMENT, INC., a corporation organized and existing under the
laws of Panama ("Land Developer");

3. LG CNS CO., LTC., a corporation organized and existing under the laws of the Republic of
Korea ("LG");

4. EDTM KONSULTORES EU, a uni-personal company organized and existing under the
laws of the Republic of Colombia ("EDTM" and, collectively with Citymovil, Land
Developer and LG, the "Sponsors" and each individually, a "Sponsor");

5. Javier Ros;

6. Carlos Ros (together with Javier Ros, the "Individuals" and, collectively with LG, the
"Share Retention Obligors");

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

8. THE EXPORT-IMPORT BANK OF KOREA, a statutory juridical entity organized under


the laws of the Republic of Korea ("KEXIM");

9. HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized


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

10. SHINHAN BANK ("Shinhan");

11. WOORI GLOBAL MARKETS ASIA LIMITED ("Woori" and, collectively with HSBC and
Shinhan , the "KEXIM Guaranteed Lenders");

12. HSBC BANK USA, NATIONAL ASSOCIATION, as the KEXIM Facility Agent (in such
capacity, the "KEXIM Facility Agent");

13. INTERNATIONAL FINANCE CORPORATION, an international organization established


by Articles of Agreement among its member countries ("IFC"), as C Loan Lender;

14. IFC, as A Loan Lender (collectively with KEXIM, HSBC, Shinhan and Woori, the "Senior
Lenders" and each individually, a "Senior Lender"); and

15. HSBC BANK USA, NATIONAL ASSOCIATION, as the Offshore Collateral Agent (in
such capacity, the "Offshore Collateral Agent");

0017217-0000164 NY:14759868.11
WHEREAS:

(A) pursuant to (1) the Common Terms Agreement dated as of November 14, 2012 (the
"Common Terms Agreement") among the Senior Lenders, HSBC, as KEXIM Facility Agent, HSBC, as
Offshore Collateral Agent and the Borrower, (2) the IFC A Loan Agreement dated as of November 14,
2012 (the "IFC A Loan Agreement") between IFC and the Borrower and (3) the KEXIM Facilities
Agreement dated November 14, 2012 (the "KEXIM Facilities Agreement" and, together with the IFC
A Loan Agreement, the "Senior Loan Agreements" and each individually, a "Senior Loan Agreement")
among KEXIM, the KEXIM Facility Agent, the KEXIM Guaranteed Lenders and the Borrower, the
Senior Lenders have agreed, subject to the terms and conditions contained therein, to lend to the Borrower
loans (collectively, the "Senior Loans") in the aggregate principal amount of up to one hundred fifty one
million Dollars ($151,000,000);

(B) it is a condition precedent for first Disbursement of the Senior Loans that the parties
hereto shall have entered into this Agreement; and

(C) in consideration of the Senior Lenders entering into the Senior Loan Agreements and in
order to induce the Senior Lenders to make the first Disbursement of any of the Senior Loans, each of the
Sponsors and the Borrower has agreed to undertake its respective obligations hereinafter contained.

NOW THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.01 Common Terms Agreement Definitions. Wherever used in this Agreement,
unless otherwise defined herein, or unless the context shall otherwise require, terms defined in the
Common Terms Agreement shall have the same meanings.

Section 1.02 Other Definitions. In addition, unless the context otherwise requires, the
following terms shall have the following meanings:

"C Loan Obligations" all amounts payable to the C Loan Lender under the IFC C Loan or
any promissory note related thereto;

"C Loan Security" has the meaning specified in the IFC C Loan Agreement;

"Capped Deficiency" as determined by the Borrower, the A Loan Lender or the KEXIM
Facility Agent at any time or from time to time prior to the Project
Financial Completion Date in accordance with Section 2.01, any actual
or anticipated shortfall, howsoever caused, in funds available to the
Borrower required:

(i) to cause the Project Physical Completion Date to occur by the


deadline set forth in the Master Implementation Plan for
Integration and for the completion of zonal bus
implementation; and

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(ii) to meet all its financial obligations (including all the
Obligations but excluding the C Loan Obligations) as the same
become due and payable (whether on the due date thereof or
by acceleration) until and including the Project Financial
Completion Date;

"Deficiency" any Capped Deficiency or Uncapped Deficiency or both, as the


context requires;

"Deficiency Loan" any loan made by a Sponsor to the Borrower pursuant to Section 2.05
(Deficiency Loans) for the purpose of covering such Sponsor's Share
of a Deficiency;

"Deficiency Notice" any notification given (i) to the Sponsors and the Senior Lenders by
the Borrower pursuant to Section 2.01(a) or (ii) to the Sponsors (with a
copy to the Borrower) by the Senior Lenders pursuant to Section
2.01(b), in each case, at any time and from time to time prior to the
Project Financial Completion Date, specifying that a Deficiency exists,
the amount of such Deficiency and the amount of the Deficiency
required to be provided by each Sponsor;

"Deficiency Subscription" any subscription for shares of the Borrower made by a Sponsor
pursuant to Section 2.04 (Deficiency Subscription) for the purpose of
covering such Sponsor's Share of a Deficiency;

"Lenders" the Senior Lenders and the C Loan Lender;

"Loans" the Senior Loans and the IFC C Loan;

"Maximum Deficiency Amount" with respect to Capped Deficiencies, an aggregate amount equivalent
to five million Dollars ($5,000,000); provided that:

(i) to the extent that any Deficiency Subscription or Deficiency


Loan made in respect of a Capped Deficiency is provided to
the Borrower in Colombian Pesos, such amount shall be
converted into Dollars on the date such amount is provided to
the Borrower in accordance with this Agreement, by dividing
such Colombian Peso amount by the TCRM, provided that if
the TCRM is not available or cannot be determined, the
applicable Colombian Peso/Dollar rate shall be determined by
the Senior Lenders on the basis of the most recent information
provided by the International Monetary Fund;

(ii) any funds provided by the Sponsors in respect of a Capped


Deficiency under Section 2.04 (Deficiency Subscriptions) or
Section 2.05 (Deficiency Loans) shall only be taken into
account in determining whether the Maximum Deficiency
Amount has been reached if such funds were either (A)
deposited in the Collection Subaccount as defined in, and

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established under, the SIRCI Trust Agreement and applied by
the Borrower in accordance with the terms of the Financing
Documents to meet the Borrower's financial obligations as
they became due and payable or (B) otherwise applied with
the prior written consent of the A Loan Lender and the
KEXIM Facility Agent;

(iii) to the extent that any Deficiency Subscription or Deficiency


Loan is refunded to any Sponsor pursuant to Section 2.06(b),
the amount of such refund shall not be taken into account in
determining whether such Sponsor funded its respective share
of the Maximum Deficiency Amount and the Maximum
Deficiency Amount shall be restored by the amount of such
refund; provided that to the extent a corresponding Deficiency
Subscription or Deficiency Loan was provided to the
Borrower in Colombian Pesos, the amount to be restored shall
be determined by converting the amount of the applicable
refund into Dollars by dividing such amount by the exchange
rate established under clause (i) of this definition at the time
such Deficiency Subscription or Deficiency Loan originally
was made; and

(iv) the amount of any draw on any Sponsor Support LC by the


Offshore Collateral Agent shall not be taken into account in
determining whether the Maximum Deficiency Amount has
been reached.

"Prohibited Transfer" with respect to any Shares (or share capital or other interest through
which the Shares are owned indirectly), a Lien, grant of an option,
conditional sale, conditional transfer or other conditional disposition
over such Shares (or share capital or other interest through which the
Shares are owned indirectly);

"Relevant Parties" collectively, the Sponsors, the Individuals and the Borrower, and each,
individually, a "Relevant Party";

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

"Sponsor Support LC" has the meaning specified in Section 3.01;

"Sponsor's Share" for any Sponsor, for any Deficiency, that Deficiency multiplied by the
percentage specified below opposite such Sponsor's name:

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Sponsor Percentage

Citymovil 60%

Land Developer 20%

LG 20%

"Transfer" with respect to any Shares, as the context may require, (i) a sale,
assignment, transfer, disposition, Lien or granting of an option, in each
case, whether actual or contingent, of or over such Shares or (ii) to
sell, assign, transfer, pledge, grant an option over or otherwise dispose
of, or encumber or permit any Lien to exist over, such Shares; and

"Uncapped Deficiency" as determined by the Borrower, the A Loan Lender or the KEXIM
Facility Agent:

(i) at any time or from time to time prior to the Project Financial
Completion Date in accordance with Section 2.01, any actual or
anticipated shortfall, howsoever caused, in funds available to the
Borrower required to fund any shortfall in Project Costs in the
event that, as a result of a depreciation of the Colombian Peso
against the Dollar, Project Costs exceed the Dollar Equivalent of
320,848 million Colombian Pesos;

(ii) in respect of each Disbursement Date and the Project Financial


Completion Date, any actual or anticipated shortfall, howsoever
caused, in funds available to the Borrower required to satisfy the
requirements of Section 4.02(g) of the Common Terms
Agreement (Debt to Equity Ratio); and

(iii) in respect of the day three (3) Business Days after the date of the
final Disbursement, any actual shortfall, howsoever caused, in
funds available to the Borrower required to achieve a Debt to
Equity Ratio of not more than 75:25.

Section 1.03 Interpretation. The principles of interpretation and construction set forth in
Section 1.03 of the Common Terms Agreement shall apply to, and are hereby incorporated by reference
as if fully set forth in, this Agreement.

ARTICLE II

Sponsor Support

Section 2.01 Notification of Deficiencies. (a) If, at any time or from time to time prior to the
Project Financial Completion Date, the Borrower determines that a Deficiency exists or is reasonably
anticipated to exist, it shall give a Deficiency Notice to the Senior Lenders and the Sponsors, and the
Borrower shall make whatever arrangements it deems fit to ensure that the Borrower is provided with an
amount equal to such Deficiency upon terms and conditions provided for in this Article II or such other
terms and conditions proposed by the Borrower as are acceptable to the Senior Lenders.

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(b) If no action is taken by the Borrower pursuant to Section 2.01(a) or, in the opinion of the
Senior Lenders, insufficient action has been taken by the Borrower under Section 2.01(a) or if, at any time
or from time to time prior to the Project Financial Completion Date, the Senior Lenders determine that a
Deficiency exists or is reasonably anticipated to exist, the Senior Lenders may demand, by giving a
Deficiency Notice to the Sponsors (with a copy to the Borrower), that each Sponsor provide to the
Borrower, in accordance with the provisions of this Article II, funds equal to such Sponsor's Share of the
amount of the Deficiency specified in such Deficiency Notice.

(c) In case of any inconsistency between a Deficiency Notice given by the Borrower and a
Deficiency Notice given by the Senior Lenders, the Deficiency Notice given by the Senior Lenders shall
prevail and be considered final, subject only to the correction of clerical or arithmetical errors.

(d) The parties hereto acknowledge that the Senior Lenders shall have no obligation to call
for the provision of funds to the Borrower to meet a Deficiency in accordance with this Article II and that
the Senior Lenders shall not be liable to any party for not calling any funds or not calling sufficient funds
under this Article II.

(e) Notwithstanding anything in this Agreement to the contrary but subject to the obligations
of the Senior Lenders inter se under the Intercreditor Agreement, a Deficiency Notice may be delivered
by any of the A Loan Lender or the KEXIM Facility Agent acting singly, and any such Deficiency Notice
so given shall be (i) deemed to have been delivered by the Senior Lenders acting jointly and
(ii) considered final, subject only to the correction of clerical or arithmetical errors.

Section 2.02 Scope of Sponsors' Funding Obligations. (a) The obligations of each Sponsor to
fund any Deficiency specified in a Deficiency Notice shall be several according to such Sponsor's Share
of such Deficiency, provided that the obligations of EDTM and Citymovil hereunder shall be joint and
several.

(b) The total amount of funds to be provided by each Sponsor in respect of Capped
Deficiencies pursuant to Article II shall not exceed such Sponsor's Share of the Maximum Deficiency
Amount.

Section 2.03 Source of Funds. (a) Each Deficiency specified in a Deficiency Notice shall be
funded by way of Deficiency Subscriptions or Deficiency Loans, provided that none of the Sponsors shall
be entitled to fund any such Deficiency by way of a Deficiency Subscription unless each of them does so
in respective amounts necessary to ensure compliance with the provisions of Section 5.01.

(b) Within fifteen (15) days after the date of issue of a Deficiency Notice, the Sponsors shall
notify the Senior Lenders, by joint written notice signed by all the Sponsors, whether they elect to provide
to the Borrower funds required to cover their respective Sponsor's Share of the relevant Deficiency by
way of Deficiency Subscriptions or Deficiency Loans, provided that none of the Sponsors shall be entitled
to elect to fund any Deficiency by way of a Deficiency Subscription unless each of them elects to do so in
respective amounts necessary to ensure compliance with the provisions of Section 5.01 and avoiding the
event of default set out at Section 110(b) of the Concession Agreement.

(c) If the Sponsors fail to so notify the Senior Lenders within that fifteen (15) day period,
each Sponsor shall be deemed to have elected to provide such Sponsor's Share of the relevant Deficiency
by way of a Deficiency Subscription.

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Section 2.04 Deficiency Subscriptions. (a) If funds required to cover a Deficiency specified
in a Deficiency Notice are to be provided by way of Deficiency Subscriptions, then, within thirty (30)
days after the date of issue of the relevant Deficiency Notice, the Borrower shall offer for subscription to
all its shareholders, at a price per Share of not less than par, payable in full, in cash, upon subscription or
on such other terms and conditions as are satisfactory to the Senior Lenders (such offer to be made in
accordance with the Charter of the Borrower and to remain open for a period which is as short as
permitted thereunder and by the laws of the Country), such a number of ordinary shares (hereinafter
referred to as the "Additional Shares"), ranking in all respects pari passu with the existing authorized
and issued ordinary shares of the Borrower, as shall have an aggregate net subscription price sufficient to
cover the amount of the Deficiency which is to be provided by way of Deficiency Subscriptions.

(b) Each Sponsor which has elected or is deemed to have elected to fund all or part of such
Sponsor's Share of a Deficiency specified in a Deficiency Notice by way of a Deficiency Subscription,
shall:

(i) subscribe and pay for the maximum number of Additional Shares offered for
which it is entitled to subscribe in accordance with the Charter of the Borrower at
the price and as set out in Section 2.04(a); and

(ii) if any Additional Shares have not been subscribed for after expiry of the offering
period referred to in Section 2.04(a) (collectively, the "Additional Unsubscribed
Shares"), forthwith but in no event later than ten (10) days after the expiration of
such offering period, subscribe the number of Additional Unsubscribed Shares
equal to the total number of Additional Unsubscribed Shares multiplied by a
fraction the numerator of which is the number of Shares owned by such Sponsor
and the denominator of which is the number of Shares owned by all the Sponsors
who elected or are deemed to have elected to fund their respective Sponsor's
Share of such Deficiency by way of a Deficiency Subscription and pay therefor
at the same price and in the same manner as applied to the offer itself pursuant to
the provisions of Section 2.04(a) above.

(c) The Borrower agrees to issue and allot the Additional Shares subscribed and paid for
pursuant to the foregoing provisions of this Section 2.04.

Section 2.05 Deficiency Loans. (a) If funds required to cover a Deficiency specified in a
Deficiency Notice are to be provided by way of a Deficiency Loan, each Sponsor shall provide the same
to the Borrower within thirty (30) days after the date of issue of the relevant Deficiency Notice; provided
that no Sponsor shall be entitled to provide a Deficiency Loan to the Borrower if doing so would cause or
constitute a basis for the dissolution or insolvency of the Borrower under Applicable Law.

(b) Each Deficiency Loan (i) made by a Sponsor other than Citymovil or EDTM shall be
denominated in Dollars, (ii) made by Citymovil or EDTM shall be denominated in Colombian Pesos, and
(iii) in all cases, shall be subordinated to the Loans in accordance with the provisions of Article IV.

Section 2.06 Sponsors' Advances. (a) If the funding of any portion of the funds necessary to
cover any Deficiency specified in a Deficiency Notice cannot be fully implemented by way of Deficiency
Subscriptions or Deficiency Loans within the relevant period provided in Section 2.04 (Deficiency
Subscriptions) or Section 2.05 (Deficiency Loans), as applicable (each such amount, a "Deficiency
Shortfall"), then, within ten (10) days after the end of such relevant period, each Sponsor shall provide an
unsecured, fully subordinated (in accordance with the provisions of Article IV), non-interest bearing

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shareholders' advance, evidenced by an instrument or instruments or other written record, in each case in
form and substance satisfactory to the Senior Lenders, in the principal amount of such Sponsor's Share of
the Deficiency Shortfall, until such time as the said shareholders' advances are applied towards a
Deficiency Subscription or a Deficiency Loan under the terms of this Agreement.

(b) To the extent that any amounts funded by the Sponsors, whether by way of Deficiency
Subscriptions or Deficiency Loans or shareholders' advances, pursuant to this Article II have not been
applied toward the payment of any Deficiency within sixty (60) days following the date of receipt thereof
by the Borrower, and provided that no Event of Default has occurred and is continuing, such amounts
shall be refunded to the Sponsors pro rata to their Sponsor's Share.

Section 2.07 Government Approvals - Direct Payment to the Senior Lenders. (a) Failure to
obtain any required governmental consent shall not release the Borrower or any Sponsor from, or
otherwise constitute a defense to the performance by any of them of, their respective obligations under
this Article II.

(b) If any required governmental consent is not obtained in a timely manner so as to permit
any Sponsor to provide to the Borrower funds necessary to cover such Sponsor's Share of any Deficiency
in the form and in the manner contemplated in Section 2.04 (Deficiency Subscriptions), or Section 2.05
(Deficiency Loans) or Section 2.06 (Sponsors' Advances), then, within ten (10) days after the Senior
Lenders' written demand therefor, such Sponsor shall provide such funds in such manner and in such
place as the A Loan Lender and the KEXIM Facility Agent shall direct and in compliance with
Applicable Law.

(c) Each of the Relevant Parties agrees that if any Sponsor pays directly to any Secured Party
any monies required by this Agreement to be disbursed to the Borrower as a Deficiency Loan, a
Deficiency Subscription or a shareholders' advance, such Sponsor shall not, in respect of such monies,
seek to enforce repayment, obtain the benefit of any of the Security or the C Loan Security or exercise
any rights or legal remedies of any kind which may accrue to such Sponsor against the Borrower (whether
by way of subrogation, offset, counterclaim or otherwise and whether or not such rights or legal remedies
arise in equity or under contract, statute or common law) in respect of such monies, payment or
distribution until the indefeasible payment in full to the Secured Parties of the Obligations (other than
contingent indemnification and reimbursement obligations not yet due and payable or for which no claim
for payment has been made). In the event of the dissolution, liquidation or winding up of the Borrower,
or if the Borrower shall become bankrupt, enter into a composition or make any arrangement with its
creditors, each Sponsor shall not claim, rank, prove or vote as a creditor of the Borrower or its estate in
competition with any of the Secured Parties in respect of any monies owing to such Sponsor by the
Borrower on account of any monies paid by a Sponsor directly to the Secured Parties and applied to
service the Obligations, but shall give the Secured Parties the benefit of any such proof and of all monies
to be received in respect thereof until the indefeasible payment in full to the Secured Parties of the
Obligations (other than contingent indemnification and reimbursement obligations not yet due and
payable or for which no claim for payment has been made).

Section 2.08 Termination of Deficiency Funding Obligation. Each Sponsor's obligation to


provide such Sponsor's Share of a Deficiency shall terminate upon the earlier of:

(a) the Project Financial Completion Date, except with respect to any liability accrued but
not satisfied at such date; and

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(b) with respect to each Sponsor, upon such Sponsor having funded its Share of the
Maximum Deficiency Amount; provided that, if after the termination of such Sponsor's obligations under
Article II and III pursuant to this Section 2.08(b), the Secured Parties are required, as a result of
liquidation, bankruptcy or otherwise, to restore to any Sponsor or the Borrower any amount paid to the
Secured Parties or to any Person nominated by the Secured Parties pursuant to Section 2.07(b)
(Governmental Approvals) and such amount was taken into account in determining whether such Sponsor
funded such Sponsor's Share of the Maximum Deficiency Amount, the Secured Parties shall give written
notice thereof to such Sponsor setting forth the amount so restored and the party to whom it was restored
and such Sponsor shall be required, within ten (10) days from such written notice, to pay to the Secured
Parties such Sponsor's Share of the amount so restored.

Section 2.09 Borrower Set-Off. In addition to any rights now or hereafter granted under
Applicable Law or otherwise, and not by way of limitation of any such rights, the Borrower is hereby
authorized, without presentment, demand, protest or other notice of any kind to LG, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by the Borrower, to or for the credit or the account
of LG and relating to the LG Agreement against and on account of LG's Sponsor's Share of any
Deficiency that remains unfunded by LG by way of Deficiency Subscriptions or Deficiency Loans for
more than ten (10) days, including all claims of any nature or description arising out of or connected with
this Agreement, irrespective of whether the Borrower shall have made any demand hereunder.

Section 2.10 EDTM and Citymovil. The obligations of EDTM and Citymovil under this
Agreement are joint and several, and all obligations of EDTM as a Sponsor hereunder shall be deemed to
be an obligation to cause such obligation to be performed by or on behalf of Citymovil.

ARTICLE III

Letter of Credit

Section 3.01 Letter of Credit Delivery. On or before the date hereof, the Sponsors shall
provide to the Finance Parties one or more Acceptable Letters of Credit issued in favor of the Offshore
Collateral Agent (in its capacity as representative of the Senior Lenders) in an aggregate amount equal to
five million Dollars ($5,000,000) (each, a "Sponsor Support LC"). The Sponsors shall ensure that the
Sponsor Support LCs shall remain in full force and effect until the Project Financial Completion Date.

Section 3.02 Letter of Credit Draws. (a) If, at any time or from time to time prior to the
Project Financial Completion Date, (i) there are insufficient funds available to the Borrower to pay for
Project Costs during the implementation of the Project, (ii) the Concession Agreement is terminated and
the termination payment paid to the Borrower thereunder is insufficient to pay all outstanding
Obligations, or (iii) the Senior Lenders determine that a Deficiency exists or is reasonably anticipated to
exist and that Deficiency has not been funded by the Sponsors pursuant to Section 2.04 or Section 2.05 to
the extent required by such Section (any such event described in (i), (ii) and (iii), an "LC Draw Event"),
without waiving or releasing the Sponsors from any of their obligations hereunder, the Offshore
Collateral Agent (acting at the direction of the Senior Lenders in accordance with the Common Terms
Agreement) shall be entitled to draw on the Sponsor Support LCs in such amount (up to the maximum
remaining amount of the Sponsor Support LCs) as may be necessary to eliminate the existence of any LC
Draw Event.

(b) If (i) the Sponsors have not renewed a Sponsor Support LC or replaced a Sponsor
Support LC with another Acceptable Letter of Credit in an amount equal to the amount then available
under such Sponsor Support LC at least sixty (60) days prior to the expiration date of such Sponsor

0017217-0000164 NY:14759868.11 9
Support LC, or (ii) a Sponsor Support LC ceases to satisfy the requirements for an Acceptable Letter of
Credit (including that the issuing bank be an Acceptable Financial Institution) and the Sponsors have not
replaced such Sponsor Support LC with an Acceptable Letter of Credit in an amount equal to the amount
then available under such Sponsor Support LC within thirty (30) days of such cessation, the Offshore
Collateral Agent shall draw all amounts then available under such Sponsor Support LC and transfer the
proceeds thereof to the SIRCI Trustee for deposit in the Collection Subaccount as defined in, and in
accordance with, the SIRCI Trust Agreement or as otherwise directed by the Senior Lenders.

Section 3.03 Letter of Credit Release. Upon confirmation from the Senior Lenders that the
Project Financial Completion Date has occurred, the Offshore Collateral Agent shall deliver to the
Sponsors the Sponsor Support LCs.

ARTICLE IV

Subordination and Deferment Provisions

Section 4.01 Subordination. Notwithstanding any provision to the contrary contained in any
of the agreements relating to the Deficiency Loans, so long as any amount of the Senior Loans or the
C Loan remains available for disbursement by the Senior Lenders or the C Loan Lender and, thereafter,
until all the Obligations (other than contingent indemnification and reimbursement obligations not yet due
and payable or for which no claim for payment has been made) have been indefeasibly paid in full, the
Deficiency Loans shall be subordinated to the Obligations as and to the extent provided herein.

Section 4.02 Written Instrument(s). Each Deficiency Loan shall be in the form of a long-term
unsecured subordinated loan pursuant to documentation in form and substance reasonably satisfactory to
the A Loan Lender and the KEXIM Facility Agent.

Section 4.03 Interest and Fees. (a) No fees, interest or other charges shall be charged with
respect to any Deficiency Loan other than interest permitted pursuant to Section 4.03(b).

(b) Interest on any Deficiency Loan shall not exceed the lesser of (x) the rate charged for
ordinary commercial loans of like maturities (including, but not limited to, obligations payable upon
demand) by banks to major commercial borrowers in the Country, and (y) for Deficiency Loans
denominated in Dollars, 6 months LIBOR plus two per cent (2 %) per annum, and for Deficiency Loans
denominated in Colombian Pesos, 1.5 times the maximum commercial banking interest rate certified by
the Colombian Superintendent of Finance.

Section 4.04 Maturity. Each Deficiency Loan shall have a term lasting not less than three (3)
consecutive months following the Final Maturity Date.

Section 4.05 Payments other than in Bankruptcy. No payment of the principal of, or interest
on, any Deficiency Loan shall be made at any time unless:

(a) each of the Distribution Conditions is satisfied as of the date of such payment;

(b) if any Deficiency Notice has been issued, the Deficiency indicated therein has been
funded or paid in accordance with Article II (regardless of whether such funding or
payment shall be due and any period for such payment or funding has expired); and

(c) all amounts due and payable under the IFC C Loan Agreement, including any deferred
amounts but excluding contingent indemnification and reimbursement obligations not yet

0017217-0000164 NY:14759868.11 10
due and payable or for which no claim for payment has been made, have been
indefeasibly paid in full.

Section 4.06 Deferral. Payments of any amount in respect of any Deficiency Loan not paid by
reason of Section 4.05 (Payments other than in Bankruptcy) will be deferred until such time as the same
can be paid in accordance with the foregoing provisions of this Article IV. Any such deferral shall not
constitute a default under such Deficiency Loan. Deferred interest payments shall not accrue interest.

Section 4.07 No Acceleration. None of the Sponsors may accelerate the repayment of any
Deficiency Loan without the prior written consent of the Lenders. Any Deficiency Loan the repayment of
which has been accelerated as permitted by this Subsection shall nonetheless remain subject to the other
provisions of this Article IV.

Section 4.08 No Commencement of Any Proceeding. Until indefeasible payment in full of the
Obligations (other than contingent indemnification and reimbursement obligations not yet due and
payable or for which no claim for payment has been made), no Sponsor shall, without the prior written
consent of the Lenders (which each Lender may withhold in its sole discretion), claim, demand, require,
commence any action or proceeding of any kind against the Borrower (including, without limitation,
bringing an action, petition or proceeding against the Borrower under any bankruptcy or similar laws of
any jurisdiction, and joining in any such action, petition or proceeding) whether by the exercise of the
right of set-off, counterclaim or of any similar right or otherwise howsoever, to obtain or with a view to
obtaining any payment or reduction of or in respect of any Deficiency Loan; provided, however, that if
any Lender files a claim against the Borrower for payment, each Sponsor shall have the right to file a
claim against the Borrower if and to the extent the filing of such claim is necessary to preserve its rights
to receive payments under any Deficiency Loan, provided that any such claim and right to receive any
such payment under any Deficiency Loan shall, in all cases, be subordinated in all respects to the right of
the Lenders to receive indefeasible payment in full of the Obligations payable to them, respectively, as set
forth in this Agreement.

Section 4.09 No Sponsor Set-Off. No Sponsor shall set-off, counterclaim or otherwise reduce
any payment obligation of the Sponsor to the Borrower against any payment which is required to be
deferred under the provisions of Article IV until all the Obligations have been repaid.

Section 4.10 Subordination in Bankruptcy. Upon any distribution of assets in connection with
any dissolution, winding up, liquidation or reorganization of the Borrower (whether in bankruptcy,
insolvency or receivership proceedings or otherwise) or upon an assignment for the benefit of creditors of
the Borrower:

(a) all the Obligations shall be paid in full before any amount on account of any Deficiency
Loan is paid; and

(b) until payment in full of the Obligations, any payment or distribution of assets of the
Borrower of any kind or character, whether in cash, property or securities, to which any
Sponsor would be entitled in respect of any Deficiency Loan except for the provisions of
this Article IV, shall instead be paid by the liquidator or agent or other person making
such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or other trustee or agent, directly to the Lenders. Each Lender shall be entitled to
receive and collect on behalf of each Sponsor any and all such payments and distributions
and give acquittance therefor, and to file any claim, proof of claim or other similar
instrument and take such other action (including acceptance or rejection of any plan of
reorganization or arrangement) in its own name or in the name of the Sponsors in respect

0017217-0000164 NY:14759868.11 11
of the Deficiency Loans as such Lender may deem necessary or advisable for the
enforcement of this Article IV, provided that no provision of this clause (b) shall, or shall
be construed to, impose any obligation on any Lender to take or refrain to take any action
or pursue any claim on behalf of any Sponsor, and each Sponsor hereby waives any claim
or cause of action it may otherwise have against any Lender as a result of any action
taken or not taken by such Lender to enforce any and all claims in respect of any amount
on account of any Deficiency Loan.

Section 4.11 Rights of Subrogation. No Sponsor shall, in respect of any payment or


distribution made to the Lenders on account of any Deficiency Loan, seek to enforce repayment, obtain
the benefit of any Security or exercise any other rights or legal remedies of any kind which may accrue to
any Sponsor against the Borrower, whether by way of subrogation, offset, counterclaim or otherwise,
whether or not such rights or legal remedy arise in equity or under contract, statute or common law, in
respect of such payment or distribution until indefeasible payment in full of the Obligations (other than
contingent indemnification and reimbursement obligations not yet due and payable or for which no claim
for payment has been made).

Section 4.12 Pledge of Deficiency Loans in favor of the Secured Parties. All right, title and
interest of any Sponsor in, to and under each Deficiency Loan shall be pledged to the Secured Parties
pursuant to documentation in form and substance satisfactory to the A Loan Lender and the KEXIM
Facility Agent.

Section 4.13 No Other Assignment. No Sponsor shall, without the prior written consent of the
A Loan Lender, the KEXIM Facility Agent and the C Loan Lender, assign, transfer, encumber or
otherwise dispose of all or part of its interest in any Deficiency Loan to any Person; provided, however,
that a Sponsor may assign or transfer all or part of its interest in any Deficiency Loan to any Person if, on
or prior to such assignment or transfer, such Person (i) assumes all the obligations of such Sponsor under
this Agreement in respect the Deficiency Loans so assigned or transferred pursuant to an instrument in
form and substance satisfactory to the A Loan Lender and the KEXIM Facility Agent, (ii) pledges the
interest in the Deficiency Loan so assigned or transferred in favor of the Secured Parties pursuant to an
instrument in form and substance satisfactory to the A Loan Lender and the KEXIM Facility Agent, and
(iii) provides to the Secured Parties (x) a legal opinion, in form and substance satisfactory to the A Loan
Lender and the KEXIM Facility Agent, issued by counsel satisfactory to the A Loan Lender and the
KEXIM Facility Agent regarding such assignment or transfer and such other matters as the Senior
Lenders may reasonably request, and (y) a letter, in form and substance satisfactory to the A Loan Lender
and the KEXIM Facility Agent, confirming that such Person has appointed an authorized agent to receive
for and on such Persons behalf service of the claim form or other legal process in any action, suit or
proceeding the Secured Parties may bring in the courts of the State of New York or of the United States of
America located in the Southern District of New York or in the courts of the State of New York located in
the Borough of Manhattan, and any appellate court from any such court, under this Agreement.

Section 4.14 No Amendment to Deficiency Loans. Neither the Borrower nor any Sponsor
shall, without the prior written consent of the A Loan Lender, the KEXIM Facility Agent and the C Loan
Lender, terminate, amend or grant any waiver in respect of any document or instrument evidencing any
Deficiency Loan.

Section 4.15 Amounts Held in Trust. If, for any reason whatsoever, any Sponsor receives any
payment or distribution contrary to the provisions of this Article IV, then such Sponsor shall, to the
maximum extent permitted by Applicable Law, hold the same in trust for the Lenders, promptly notify the
Lenders of the receipt of such payment or distribution and promptly pay the amount of such payment or
distribution to the Lenders or, if the Lenders so elect, to any bank nominated by the Lenders, to hold for

0017217-0000164 NY:14759868.11 12
the account of the Lenders. Any amount so received by the Lenders or the Lenders' nominee may be
applied by the Lenders towards the payment of any amount outstanding under the Financing Documents,
in such manner as the Lenders determine in their absolute discretion.

ARTICLE V

Share Retention

Section 5.01 Share Retention. (a) So long as any amount of any of the Loans remains
available for disbursement by the Lenders and thereafter until all of the Obligations have been
indefeasibly paid in full (other than contingent indemnification and reimbursement obligations not yet due
and payable or for which no claim for payment has been made):

(i) at all times, the Share Retention Obligors shall maintain not less than the
percentage of the direct or indirect legal and beneficial ownership of the Shares
(including all economic and voting rights attached thereto) set forth below
opposite its name, free from all Prohibited Transfers (other than the Permitted
Lien created under the Security Documents):

Share Retention Obligor Percentage

Citymovil (direct) 40%

The Individuals, 36%


collectively (indirect)

LG (direct) 20%

(ii) each Share Retention Obligor shall take, from time to time, such action as shall
be required on its part, including the exercise, to the extent permitted by law, of
all of its preemptive rights under the Charter of the Borrower or of any entity
through which it indirectly holds its interest in the Borrower, to ensure that, at all
times, it complies with the provisions of Section 5.01(a)(i).

(b) For the avoidance of doubt, nothing contained in this Section 5.01 shall in any way affect
the first priority security interest over the Shares created in favor of the Senior Lenders pursuant to the
First Ranking Share Pledge Agreement and the second priority security interest over the Shares created in
favor of the C Loan Lender pursuant to the Second Ranking Share Pledge Agreement, and any transfer or
issuance of Shares shall be made subject to such security interests and, as a condition of such transfer or
issuance, the applicable transferee or subscriber shall be required, to the extent that it is not already a
party to the First Ranking Share Pledge Agreement and the Second Ranking Share Pledge Agreement, to
accede to the First Ranking Share Pledge Agreement and the Second Ranking Share Pledge Agreement
(with any necessary amendments made in respect thereto) or to enter into share pledges in substantially
the same form as the First Ranking Share Pledge Agreement and the Second Ranking Share Pledge
Agreement simultaneously with such transfer or issuance (with the result that one hundred percent
(100%) of the legal and beneficial ownership of the Shares of the Borrower are pledged to the Senior
Lenders on a first ranking basis, and to the C Loan Lender on a second ranking basis, at all times) and to
provide to the Senior Lenders and the C Loan Lender an opinion from a legal counsel acceptable to the A

0017217-0000164 NY:14759868.11 13
Loan Lender, the KEXIM Facility Agent and the C Loan Lender with respect to such transferee's or
subscriber's obligations thereunder.

Section 5.02 Restrictions on Share Transfer Recordation Notice of Transfers. The Borrower
covenants with the Secured Parties that, for so long as the provisions of Section 5.01 (Share Retention)
are in force and effect:

(a) to the extent permitted by law, it will not recognize any purported Transfer of the Shares
owned directly or indirectly by the Share Retention Obligors (other than in a transaction
in favor of the Lenders) unless permitted under this Agreement or authorized in writing
by the Lenders; and

(b) it shall notify the Lenders promptly upon receipt of any request to register or record any
Transfer of the Shares or any other transaction in respect of the Shares, together with the
details of such request, to the extent that such Transfer or other transaction would be
inconsistent with the provisions of Section 5.01 (Share Retention).

Section 5.03 Notification of Transfer Restrictions. The restrictions imposed under this
Article V shall be recorded in the share registry of the Borrower and noted on the share certificates issued
by the Borrower to the Share Retention Obligors (or to the relevant entity through which the relevant
Share Retention Obligor owns its interest in the Borrower directly). Evidence of any such recordation
and annotation shall be delivered to the Lenders (i) with respect to the Shares owned directly or indirectly
by the Share Retention Obligors on the date hereof, no later than three (3) days after the date of this
Agreement, and (ii) with respect to Shares acquired directly or indirectly by the Share Retention Obligors
after the date hereof, no later than three (3) days after the date of any such acquisition.

Section 5.04 Transfer of Deficiency Loans. In the event of any Transfer of Shares, the
transferring Sponsor shall transfer, concurrently therewith, a proportionate amount of the Deficiency
Loans and Shareholder Subordinated Debt held by such transferring Sponsor to the relevant transferee.

ARTICLE VI

Waiver of Defenses

Section 6.01 Waiver of Defenses. The obligations of each Relevant Party under this
Agreement shall not be affected by any act, circumstance, omission, matter or thing which, but for this
provision, would reduce, release or prejudice any of its obligations under this Agreement or prejudice or
diminish those obligations in whole or in part, including (whether or not known to any Relevant Party or
the Lenders):

(a) any time, indulgence or waiver granted to, or composition with, any Relevant Party or
any other Person;

(b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights or remedies against, or security over assets of, any Relevant
Party or any other Person or any non-presentation of non-observance of any formality or other
requirement in respect of any instrument or any failure to realize the full value of any security;

(c) any legal limitation, disability, incapacity or lack of powers, authority or legal personality
of or dissolution or change in the members or status of any Relevant Party or any other Person;

0017217-0000164 NY:14759868.11 14
(d) any amendment or variation (however fundamental and whether or not involving an
increase in liability of any Relevant Party or other Person) or restatement, replacement or novation of a
Transaction Document or any other document or security so that references to that Transaction Document
in this Agreement shall include each variation or replacement;

(e) any unenforceability, illegality, invalidity or frustration of any obligation of any person
under any Transaction Document or any other document or security or any failure of any Relevant Party
to become bound by the terms of any Transaction Document; or

(f) any avoidance, postponement, discharge, reduction, non-provability or other similar


circumstance affecting any obligation of any Relevant Party under a Transaction Document resulting
from any insolvency, liquidation or dissolution proceeding or from any law, regulation or order;

so that each such obligation shall, for purposes of such Relevant Party's obligations under this Agreement,
remain in full force and be construed as if there were no such act, circumstance, variation, omission,
matter or thing.

ARTICLE VII

Representations and Warranties

Section 7.01 Representations and Warranties. Each of the Relevant Parties hereby represents
and warrants to each Secured Party, with respect to itself and to each Relevant Party controlled by it, as of
the date of this Agreement and each Disbursement Date that:

(a) in the case of the Sponsors and the Borrower, it is a legal entity duly organized and
validly existing under the laws of its place of incorporation and has the corporate power
to enter into, deliver and perform its obligations under this Agreement;

(b) this Agreement has been duly authorized and executed by it and constitutes its valid and
legally binding obligation, enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to enforceability;

(c) the execution, delivery and performance of this Agreement will not contravene (i) any
law, regulation, order, decree or Authorization applicable to it, (ii) any provision of its
constitutional documents, or (iii) any conditions or provisions of, or constitute a default
or require any consent under, any material indenture, mortgage, agreement or other
instrument or arrangement to which the Relevant Party is a party or by which it is bound;

(d) all Authorizations required for the execution and delivery of this Agreement and the
performance of its obligations hereunder have been obtained and are in full force and
effect, other than Authorizations required to issue Shares in respect of Deficiency
Subscriptions;

(e) it has been provided with, and acknowledges receipt of, a copy of each Financing
Document;

0017217-0000164 NY:14759868.11 15
(f) neither it nor any of its Affiliates, nor any Person acting on its behalf, has committed or
engaged in, with respect to the Project or any transaction contemplated by the
Transaction Documents, any Sanctionable Practice;

(g) neither it nor any of their respective property enjoys any right of immunity from set-off,
suit or execution with respect to their respective assets or their respective obligations
under any Transaction Document;

(h) with respect to each Sponsor, its financial statements most recently delivered pursuant to
Section 8.01 have been prepared in accordance with the Accounting Standards, and
present fairly its financial condition of as of the date as of which they were prepared and
the results of its operations during the period then ended and disclose all of its liabilities
(contingent or otherwise) and its reserves, if any, for such liabilities and all unrealized or
anticipated liabilities and losses arising from commitments it has entered into (whether or
not such commitments have been disclosed in such financial statements);

(i) it is not engaged in and, to the best of its knowledge and belief after due inquiry, it is not
threatened by, any litigation, arbitration, administrative proceedings, or criminal or
regulatory investigation the outcome of which could reasonably be expected to have a
Material Adverse Effect and no judgment or order has been issued which has or could
reasonably be expected to have a Material Adverse Effect;

(j) to the best of its knowledge and belief after due inquiry, it is not in violation of any
statute or regulation of any Authority;

(k) the choice of New York law as the governing law of this Agreement will be recognized
and enforced under the laws of its place of incorporation and any judgment obtained in
New York in relation to this Agreement will be recognized and enforced in its place of
incorporation;

(l) this Agreement is, or when duly executed and delivered by all parties hereto, will be, in
proper legal form under the laws of its place of incorporation for the enforcement thereof
under such laws, provided, however, that with respect to any ruling of a court other than a
court of the Country, an exequatur award is obtained before the Colombian Supreme
Court of Justice;

(m) there are no formalities required in its place of incorporation (or, in the case of each
Individual, the place of residence) for the validity and enforceability of this Agreement,
other than (a) registration of the Agreement with the corresponding Chamber of
Commerce or land registry, as applicable, (b) translation of the Agreement by a certified
translator before the Ministry of Foreign Affairs of the Country into Spanish and (c) any
necessary notarization or legalization being made before the appropriate consulate or
through an apostille, registration, recording or filing with any court or other Authority in
its place of incorporation, and no further action is required for the validity and
enforceability thereof other than the aforementioned;

(n) except for any fees provided for in the Financing Documents and reflected in the
Construction Budget that have been paid in full or will have been paid in full by each
date this representation is made or deemed made, no fees or charges are required to be
paid for the legality, validity, or enforceability of this Agreement;

0017217-0000164 NY:14759868.11 16
(o) it is, and upon consummation of the transactions contemplated by the Financing
Documents and the Project Documents will be, Solvent;

(p) except as set forth in Schedule 3, as of the date of this Agreement, no foreign exchange
control approvals or other Authorizations, are required to ensure the availability of
Dollars to enable it to perform all of its obligations under this Agreement and there are no
restrictions or requirements that limit the availability or transfer of foreign currency for
the purpose of the performance by it of its respective obligations under this Agreement;

(q) the shareholders of the Borrower as of the date of this Agreement and the Closing Date
are listed below, and the number of Shares set forth below opposite the name of each
shareholder of the Borrower represents the percentage of Shares owned by that
shareholder, and such shareholder has full legal and beneficial direct ownership to those
Shares and all of those Shares represent, collectively, all of the issued and outstanding
Shares of the Borrower and are free from all Prohibited Transfers (other than the
Permitted Lien created under the Security Documents and Liens arising by operation of
law):

Name of Shareholder Number of Shares Percentage of Shares

Citymovil 6.378 60%

Land Developer 2.126 20%

LG 2.126 20%

(r) the ownership structure of the Borrower, including its direct and indirect parents up to
and including the ultimate beneficiaries on the date of this Agreement and the Closing
Date is forth in Schedule 1;

(s) in the case of the Individuals, (i) he is (A) not a minor, (B) of sound mind and (C) fully
empowered and has full legal capacity and legal right to execute, deliver and perform his
respective obligations under the Financing Documents, the execution, delivery and
performance of which is not subject to any kind of consent or authorization by such
Individual's spouse or any other third party, (ii) he is not a consumer, and the obligations
of such Individual are not a consumer claim, for the purposes of consumer legislation in
any jurisdiction to which such Individual is subject, (iii) no step or procedure has been
taken in any jurisdiction which would restrict the ability or legal capacity of such
Individual to enter into any Financing Document or would require the approval of any
third party or Authority, and (iv) set forth in Schedule 2 opposite the name of each
Individual is (A) each jurisdiction in which such Individual holds citizenship and (B) the
place of principal residence of such Individual;

(t) each Individual has received independent legal advice as to the nature and extent of his
obligations under the Financing Documents;

(u) none of the representations and warranties made by it in this Section 7.01 omits any
matter the omission of which makes any such representations and warranties misleading;
and

0017217-0000164 NY:14759868.11 17
(v) it shall promptly notify each Secured Party if any of the foregoing representations and
warranties are no longer true.

Section 7.02 Secured Parties Reliance. Each of the Relevant Parties acknowledges that it has
made the representations in Section 7.01 with the intention of inducing the Secured Parties to enter into
this Agreement and that the Secured Parties have entered into this Agreement on the basis of and in full
reliance on such representations.

Section 7.03 Rights Not Prejudiced. The rights and remedies of the Secured Parties in relation
to any misrepresentations or breach of warranty on the part of any Relevant Party shall not be prejudiced
by:

(a) any investigation by or on behalf of the Secured Parties into the affairs of such Relevant
Party;

(b) the execution of this Agreement; or

(c) any act or thing which may be done by or on behalf of the Secured Parties in connection
with this Agreement and which might, apart from this Section, prejudice such rights or
remedies.

ARTICLE VIII

Covenants

Section 8.01 Financial Information. Until the Project Financial Completion Date, each
Sponsor shall provide to each Senior Lender, as soon as available but in any event not later than one
hundred and twenty (120) days after the end of its fiscal year, two copies of its complete audited financial
statements for such fiscal year (which are in agreement with its books of account and prepared in
accordance with the Accounting Standards consistently applied).

Section 8.02 Further Assurances. (a) The Borrower shall take all actions required of it, and
shall claim all monies to which it is entitled under Article II, all in a due and expeditious manner and shall
take any and all steps necessary to ensure that all necessary Authorizations are available to facilitate the
making of Deficiency Loans, Deficiency Subscriptions, advances and other payments required to cover
any Deficiency as provided under Article II.

(b) Each Sponsor shall take any and all necessary steps to achieve prompt and effective
implementation of all of the provisions of Article II.

(c) Each of the Relevant Parties shall take all such other action and do, perform, execute and
deliver all acts, deeds and documents in a due and expeditious manner, as shall be necessary from time to
time to cause the effective performance of its respective obligations, and permit the effective performance
of the other parties' obligations, under this Agreement, including registration with or notification to the
relevant Authority.

Section 8.03 No Sanctionable Practices. Each of the Sponsors and the Borrower covenants as
to itself that neither it nor any of its Affiliates, nor any Person acting on its or their behalf, shall engage in,
with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice.
Each of the Sponsors further covenants as to itself that should any Finance Party notify the Borrower or
any Sponsor of its concern that there has been a violation of the provisions of this Section 8.03, the

0017217-0000164 NY:14759868.11 18
Borrower or such Sponsor, as the case may be, shall cooperate in good faith with the that Finance Party
and its representatives in determining whether such a violation has occurred, and shall promptly respond
and in reasonable detail to any notice from that Finance Party, and shall furnish documentary support for
such response upon that Finance Party's request.

Section 8.04 Distributions. Each of the Share Retention Obligors covenants and agrees that it
shall not declare or make, and shall not permit to be declared or made, any Distribution unless each of the
Distribution Conditions is satisfied as of the relevant Distribution Date.

Section 8.05 Early Termination Obligation. Each Sponsor and each Share Retention Obligor
shall cause the Borrower to comply with its obligations under Clause 118 (Procedure for Early
Termination of the Concession Agreement) of the Concession Agreement.

Section 8.06 Foreign Exchange Approvals. Each Sponsor shall obtain such permits and
approvals, and make such foreign exchange declarations to the appropriate Authorities, as and when
required to make available or transfer foreign currency for the purpose of the performance by such
Sponsor of its obligations under this Agreement.

ARTICLE IX

Miscellaneous

Section 9.01 Severability. In case any obligation of any Relevant Party contained in this
Agreement should be held to be invalid, void, null, illegal or unenforceable in any respect or to any extent
in any jurisdiction, the validity, effectiveness, legality or enforceability of the remaining obligations
contained herein shall not be in any way affected, impaired or restricted thereby in that jurisdiction nor
shall the validity, effectiveness, legality or enforceability of the obligation concerned or of any other
obligation contained herein be thereby affected in any other jurisdiction.

Section 9.02 Remedies and Waivers. No course of dealing and no delay in exercising or
omission to exercise by any Finance Party, any right, power, remedy or discretion accruing to the Finance
Parties under this Agreement shall impair such right, power, remedy or discretion or be construed as a
waiver thereof or of any other right, power, remedy or discretion on the part of the Finance Parties under
this Agreement. No single or partial exercise by the Finance Parties of any such right, power, remedy or
discretion shall preclude its additional or future exercise. All waivers given under this Agreement shall
be in writing.

Section 9.03 Amendment. Any amendment of any provision of this Agreement shall be in
writing and signed by the parties hereto.

Section 9.04 Fees and Expenses. Each Relevant Party shall pay or reimburse to the Finance
Parties, or as the Finance Parties may direct, the costs and expenses incurred by the Finance Parties in
relation to the enforcement or protection of its rights under this Agreement against such Relevant Party,
including legal and other professional fees and any taxes, duties, fees or other charges payable by the
Finance Parties.

Section 9.05 Notices. Any notice, request or other communication to be given or made under
this Agreement shall be in writing. Subject to Section 9.09(e), any such notice, request or other
communication may be delivered by hand, airmail, facsimile (or established courier service) to the party
to which it is given at such party's address or facsimile number specified below or at such other address or
facsimile number as such party shall have designated by notice to the party giving such notice and will be

0017217-0000164 NY:14759868.11 19
effective upon receipt; provided, that the Finance Parties may, at their election, deliver notices, requests
or communications to any Relevant Party by e-mail to the relevant e-mail address listed below, or to such
other e-mail address as such Relevant Party may notify the Finance Parties from time to time.

For Citymovil:
Citymovil Colombia S.A.S.
Av. Carrera 45 No 108 27 Torre 2 Of. 1202
Bogot, Colombia
Attention: Pedro Ruano
Facsimile: +57 1 657-1953

For Land Developer:


Land Developer Investment, Inc.
Calle 72 No 6 30 Of. 1001
Bogot, Colombia
Attention: Andrs Rodriguez
Facsimile: +57 1 345-9677

For LG:
LG CNS Co., Ltd.
Prime Tower, 10-1, Hoehyun-dong, 2-ga, Jung-gu
Seoul, Republic of Korea
Attention: Dae Hoon Kim
Alternative address for communications by e-mail: bhchung@lgncs.com

For EDTM:
EDTM Konsultores EU
Calle 123 No 10A 12 apto 402
Bogot, Colombia
Attention: Cecilia Botero
Facsimile: +57 1 345-4964

For Carlos Ros:


Carlos Ros
Calle 72 No 6 30 of. 1002
Bogot, Colombia
Attention: Carlos Ros
Alternative address for communications by e-mail: crios@alsaciasa.cl

For Javier Ros:


Javier Ros
Calle 72 No 6 30 of. 1002
Bogot, Colombia
Attention: Javier Rios
Facsimile: +57 1 345-4964

0017217-0000164 NY:14759868.11 20
For the Borrower:
Recaudo Bogot SAS
Ave. Carrera 45 no 108 27 Torre 2 Oficina 1202
Bogot, Colombia

With a copy to:

Calle 73 No 7 31 piso 4
Bogot, Colombia

Attention: Jos Hernandez, Chief Executive Officer


Andrs Ziga, Chief Financial Officer
Facsimile: +57 1 657-1953

For KEXIM:
The Export Import Bank of Korea
38 Eunhaeng-ro (16-1, Yeouido-dong)
Yeongdeungpo-Gu
Seoul, Korea 150-996
Attention: Director, Future Industry Finance Department
Facsimile: +82 2 3779 6779

For HSBC:
HSBC Bank USA, National Association
452 Fifth Ave, 5th Floor
New York, NY 10018, USA
Attention: Carla Campos, Director, Export Finance
Cristina Bergomi, Associate, Export Finance
Facsimile: +1 212 525 6090

With a copy to:

HSBC Bank plc


8 Canada Square
London E14 5HQ, UK
Attention: Graham Smith, Director, Export Finance
Facsimile: +44(0) 20 7992 4622

For Shinhan:
Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea

Attention: Kim, Yu Ki (Manager)


Facsimile: +82 505 178 2968

Attention: Kim, Jung Ki (Manager)


Facsimile: +82-505-178-3365

0017217-0000164 NY:14759868.11 21
For Woori:
Woori Global Markets Asia Limited
1905-1908, 19th Floor, Gloucester Tower, the Landmark
Central, Hong Kong
Attention: Corporate Finance Dept/Finance & Accounting Dept
Bumse Lee, Changhyun Lee, Danny Au Yeung
Facsimile: +852 3763 0808

For HSBC, as KEXIM Facility Agent and as Offshore Collateral Agent:


HSBC Bank USA, National Association
Corporate Trust and Loan Agency
452 Fifth Avenue, 5th Floor
New York, NY 10018
Attention: Corporate Trust and Loan Agency
Facsimile: +1 212 525 1300

For IFC:
INTERNATIONAL FINANCE CORPORATION
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, Infrastructure and Natural Resources Department
Facsimile: +1 202 974 4309

With a copy (in the case of communications relating to payments) sent to the attention of
the Director, Department of Financial Operations, at facsimile +1 202 522 7419.

Section 9.06 English Language. (a) All documents to be provided or communications to be


given or made under this Agreement shall be in the English language.

(b) To the extent that the original version of any document to be provided, or communication
to be given or made, to the Finance Parties under this Agreement is in a language other than English, that
document or communication shall be accompanied by a translation into English certified by an
Authorized Representative of the Borrower, the relevant Sponsor or the relevant Share Retention Obligor,
as the case may be, to be a true and correct translation of the original. A Finance Party may, if it so
requires, obtain an English translation of any document or communication received in language other than
English at the cost and expense of the Borrower, the relevant Sponsor or the relevant Share Retention
Obligor, as applicable. The Finance Party may deem any such English translation to be the governing
version between the Borrower, the relevant Sponsor or the relevant Share Retention Obligor, as
applicable, and such Finance Party.

Section 9.07 Benefit of Agreement. This Agreement shall bind and inure to the benefit of the
successors, assignees, heirs, conservators, receivers, administrators and other personal representatives of
the parties. However, except in accordance with the provisions of Section 4.13 of this Agreement, none
of the Relevant Parties may assign or delegate any of its rights or obligations hereunder without the prior
written consent of the A Loan Lender and the KEXIM Facility Agent.

Section 9.08 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same agreement.

0017217-0000164 NY:14759868.11 22
Section 9.09 Applicable Law and Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, United States of America.

(b) For the exclusive benefit of the Finance Parties, each Relevant Party irrevocably agrees
that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the
courts of the United States of America located in the Southern District of New York or in the courts of the
State of New York located in the Borough of Manhattan. By the execution of this Agreement, each
Relevant Party irrevocably submits to the jurisdiction of any such court in any such action, suit or
proceeding. Final judgment against any Relevant Party in any such action, suit or proceeding shall be
conclusive and may be enforced in any other jurisdiction, including the Country, the Republic of Korea,
Chile or Panama, by suit on the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the judgment, or in any other manner provided by law.

(c) Nothing in this Agreement shall affect the right of a Finance Party to commence legal
proceedings or otherwise sue any Relevant Party in the Country, the Republic of Korea, Chile or Panama
or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process,
pleadings and other legal papers upon any Relevant Party in any manner authorized by the laws of any
such jurisdiction.

(d) As long as this Agreement remains in force, each Relevant Party shall maintain a duly
appointed and authorized agent to receive for and on its behalf service of any summons, complaint or
other legal process in any action, suit or proceeding a Finance Party may bring in New York, New York,
United States of America, with respect to this Agreement. Each Relevant Party shall keep the Finance
Parties advised of the identity and location of such agent. For the purposes of this Section 9.09(d), each
Relevant Party hereby irrevocably designates, appoints and empowers CT Corporation Systems, with
offices located as of the date of this Agreement at 111 Eighth Avenue, New York, NY 10011, as its
authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal
process in any action, suit or proceeding a Finance Party may bring in the State of New York in respect of
this Agreement.

(e) Each Relevant Party also irrevocably consents, if for any reason its authorized agent for
service of process of summons, complaint and other legal process in any action, suit or proceeding is not
present in New York, New York, to the service of such papers being made out of the courts of the United
States of America located in the Southern District of New York and the courts of the State of New York
located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail,
postage prepaid, to such Relevant Party, at its address specified pursuant to Section 9.05 (Notices). In
such a case, a Finance Party shall also send by facsimile, or have sent by facsimile, a copy of the papers to
such Relevant Party.

(f) Service in the manner provided in Sections 9.09(d) and (e) in any action, suit or
proceeding will be deemed personal service, will be accepted by each Relevant Party as such and will be
valid and binding upon such Relevant Party for all purposes of any such action, suit or proceeding.

(g) Each Relevant Party irrevocably waives to the fullest extent permitted by Applicable
Law:

(i) any objection which it may have now or in the future to the laying of the venue
of any action, suit or proceeding in any court referred to in this Section;

0017217-0000164 NY:14759868.11 23
(ii) any claim that any such action, suit or proceeding has been brought in an
inconvenient forum;

(iii) its right of removal of any matter commenced by any of the Finance Parties in
the courts of the State of New York to any court of the United States of America;
and

(iv) any and all rights to demand a trial by jury in any such action, suit or proceeding
brought against such party by any of the Finance Parties.

(h) To the extent that any Relevant Party may be entitled in any jurisdiction to claim for itself
or its assets immunity in respect of its obligations under this Agreement or any other Transaction
Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid
of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction
that immunity (whether or not claimed) may be attributed to it or its assets, such Relevant Party
irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now
or in the future by the laws of such jurisdiction.

(i) Each Relevant Party hereby acknowledges that IFC shall be entitled under applicable
law, including the provisions of the International Organizations Immunities Act, to immunity from a trial
by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby brought against IFC in any court of the United States of America. Each Relevant
Party hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against
IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

(j) To the extent that any Relevant Party may, in any action, suit or proceeding brought in
any of the courts referred to in Section 9.09(b) or a court of the Country or the Republic of Korea, Chile
or Panama or elsewhere arising out of or in connection with this Agreement or any other Transaction
Document to which such Relevant Party is a party, be entitled to the benefit of any provision of law
requiring a Finance Party in such action, suit or proceeding to post security for the costs of such Relevant
Party, or to post a bond or to take similar action, such Relevant Party hereby irrevocably waives such
benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country, the
Republic of Korea, Chile or Panama, or, as the case may be, the jurisdiction in which such court is
located.

[Signature pages follow]

0017217-0000164 NY:14759868.11 24
By
Name:
Title:

PFSRA
INTERNATIONAL FINANVTION

By - - - - - - ' - = - - t - - - - - -
Name:
Title:
GLOBALINFIASnUCTURE &NATL"R.>\L RESOURCES

PFSRA
SCHEDULE 1

Ownership Structure

LG CORP
87,4%

GENERAL
LG CNS 20% SHAREHOLDERS
9,1%

EMPLOYEES
3,5%

JOSEPH MILDEMBERG
35%

RECAUDO LAND DEVELOPER INC. MARC MILDEMBERG


BOGOTA SAS 20% 30%

DANIEL MILDEMBERG
35%

CARLOS RIOS
50%
INVERSIONES ALASKA
LTDA. 9,91%
CITYMOVIL CHILE S.A. JAVIER RIOS
60% 50%

BANDOROUX INT. CORP CARLOS RIOS


56,76% 50%

JAVIER RIOS
CITYMOVIL COLOMBIA 50%
SAS 60%
INVERSIONES ALASKA CARLOS RIOS
LTDA. 39,68% 50%

CHILE
JAVIER RIOS
50%
PANAMA

COLOMBIA JODAMA HOLDING INC.


CARLOS RIOS
0,32%
50%
SOUTH KOREA

BVI
JAVIER RIOS
50%

CARLOS RIOS
50%
EDTM S.A. DOERS
100% TRANSPORATION LTD.
Guarantor of JAVIER RIOS
100%
Citymovil Colombia 50%

0017217-0000164 NY:14759868.11
SCHEDULE 2

Individuals

Jurisdiction(s) of citizenship Principal place of residence

Carlos Ros Colombia Calle 72 No 6 30 of. 1002


Bogot, Colombia

Javier Ros Colombia Calle 72 No 6 30 of. 1002


Bogot, Colombia

0017217-0000164 NY:14759868.11
SCHEDULE 3

Foreign Exchange Approvals

1. Sponsors

(1) Foreign exchange control approvals

A. Korea

Transaction Authorization
Deficiency Subscriptions Overseas Direct Investment Report must
be filed with a designated foreign
exchange bank prior to the initial
Deficiency Subscription and an
amendment to such Foreign Direct
Investment Report must be filed for each
subsequent Deficiency Subscription,
pursuant to the Foreign Exchange
Transactions Act of Korea.
Deficiency Loans, shareholders' Report under the Foreign Exchange
advances, set-off, pledge of shares or Transactions Act of Korea must be filed
Deficiency Loans, transfer of shares or with either the Bank of Korea or a
Deficiency Loans designated foreign exchange bank with
respect to the relevant transaction prior to
the execution/ performance of such
transaction.

B. Colombia

Transaction Authorization
Deficiency Subscriptions and Registration with the Colombian Central
shareholders' advances Bank of Deficiency Subscription
constituting foreign investments in the
Borrower (Form No. 4).
Transfer of shares Registration with, or report to, the
Colombian Central Bank of substitution
or cancellation (Form No. 4) of foreign
investments in the Borrower, as
applicable.
Deficiency Loans, or transfer of One-time approval of foreign lenders by
Deficiency Loans the Colombian Central Bank.

Pledge of shares or of Deficiency Loans None


Set-off Foreign exchange transactions may not be

0017217-0000164 NY:14759868.11
subject to set-off.

C. Panama

None

(2) Other Authorizations (any consent, registration, filing, agreement, notarization,


certificate, license, approval, permit, authority or exemption from, by or with any
Authority, whether given by express action or deemed given by failure to act within
any specified time period and all corporate, creditors, shareholders and board of
directors approvals or consents and powers of attorney)

For purposes of filing or obtaining Authorizations with respect to the Deficiency


Subscriptions, Deficiency Loans, shareholders' advances, set-off, pledge of shares or
Deficiency Loans or transfer of shares or Deficiency Loans, certain agreements or
other documents may be required to be executed. If applicable, Sponsors may be
required to take certain corporate actions (e.g. resolutions of the board of directors) to
authorize the execution and delivery of such agreements or document depending on
the amount thereunder.

2. Borrower

(1) Foreign exchange control approvals

Transaction Authorization
Deficiency Subscriptions,
Annual report to the Colombian
shareholders' advance, and transfer of
Central Bank of foreign investments
shares in the Borrower (Form No. 15).
Deficiency Loans or transfer of Registration with the Colombian
Deficiency Loans Central Bank of Deficiency Loans
granted or transferred by foreign
lenders (Form No. 6) and each
disbursement thereof (Form No. 3).
Pledge of shares or of Deficiency None.
Loans
Set-off Foreign exchange transactions may
not be subject to set-off.

(2) Authorizations

For purposes of filing or obtaining Authorizations with respect to the Deficiency


Subscriptions, Deficiency Loans, shareholders' advances, set-off, pledge of shares or
of Deficiency Loans or transfer of shares or Deficiency Loans, certain agreements or
other documents may be required to be executed. If applicable, Borrower may be
required to take certain corporate actions (e.g. resolutions of the board of directors) to

0017217-0000164 NY:14759868.11
authorize the execution and delivery of such agreements or document depending on
the amount thereunder.

3. Individuals

(1) Javier Ros

A. Foreign exchange control approvals

None

B. Authorizations

None

(2) Carlos Ros

A. Foreign exchange control approvals

None

B. Authorizations

None

0017217-0000164 NY:14759868.11