Exhibit
4.11


 


AMENDMENT
No. 2 TO THE BICENTENARIO TRANSPORT AGREEMENT


 


 


Between


 


 


 


Oleoducto
Bicentenario de Colombia S.A.S.


 


 


 


AND


 


 


 


ECOPETROL
S.A.


 


 


 


 


Bogota
D.C., 28 March 2014


 




     


     


    

 


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Amendment No. 2 TO THE
BICENTENARIO TRANSPORT AGREEMENT


 


This
Amendment No. 2to the Oil transport agreement entered into between the Parties on  June 20, 2012
(the "Amendment No. 2") is entered into on this date  March 28, 2014 (the "Date of
Amendment") by the following persons (the "Parties to the Amendment" and each one of them a " Party
to the Amendment" or the "Party to the Amendment"):


 


		1-	OLEODUCTO
                                         BICENTENARIO DE COLOMBIA S.A.S., a Colombian corporation, of a commercial nature,
                                         of the simplified stock company type, domiciled in Bogota D.C., incorporated by means
                                         of private document dated  August 18, 2010, registered on the mercantile register on August 18, 2010, with mercantile register No. 2017702, represented herein for subscribing
                                         to this Agreement by Fernando Gutierrez Montes, ("Bicentenario") and



 


		2-	ECOPETROL
                                         S.A., mixed economy corporation, authorized by Law 1118 of 2006, attached to
                                         the Ministry of Mines and Energy, acting in accordance with its bylaws, with main domicile
                                         in Bogota D.C., with NIT 899.999.068-1, represented by Martha María Echeverri
                                         Benjumea, identified as show below her signature, who acts in her capacity as Head of
                                         the Transport Services Commercial Department of the Transport and Logistics Vice Presidency,
                                         who is empowered to subscribe to this agreement in accordance with that provided for
                                         in the Authority Delegation Handbook (hereinafter the "Shipper" and
                                         together with Bicentenario, the "Parties" and each one of them a "Party"
                                         or the "Party").



 


The Parties
to the Amendment have agreed on the clauses that are set forth based on the following


 


WHEREAS


 


		1-	On
June 20, 2012, the Shipper and Bicentenario entered into an agreement for transport
                                         of Oil through the "Oleoducto Bicentenario de Colombia" (the "Agreement"),
                                         amended by means of Amendment No. 1 dated July 3, 2012, aimed at (a) ensuring financial
                                         viability for the construction, operation and maintenance of the Araguaney - Banadia
                                         Segment, and (b) transporting oil that is the property of the Shipper on the Araguaney
                                         - Banadia Segment (the "Pipeline");



 


		2-	Bicentenario,
                                         in view of the possibility of better using thePipeline, has changed the nomination
                                         process in its Carrier Manual and, therefore the Parties have determined the need of
                                         adjusting the content of the Agreement as per said manual; and



 


		3-	Further,the
                                                                               Parties have decided to: (a) amend the value of the Service; (b) the provision in relation to the payments made by the
                                                                               Shippers in                                                                                events
                                                                               of                                                                                                              Service
                                                                               suspension;                                                                                (c)
                                                                               regulate                                                                                                               the
                                                                               application of an additional fee                                                                                for using
                                                                               capacity above the
                                                                               Shipper Contracted                                          Capacity; and (d) clarify the terms on which Bicentenario is to
                                                                               invoice its services                                          to the Shareholders.



 




     


     


    

 


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Based
on the above whereas, the Parties have decided to enter into this Amendment No. 2, which shall be governed by the following:


 


CLAUSES


 


CLAUSE
1 - DEFINITIONS AND INTERPRETATION. Unless otherwise stated, all terms starting with a capital letter in this Amendment
No. 2 shall have the meaning given to them in the Agreement.


 


CLAUSE
2 - AMENDMENTS TO THE AGREEMENT.


 


Section
2.01 - Object and Scope of the Agreement. The Parties to Amendment No. 2 agree to amend Clause 2 of the Agreement,
which as of the Date of the Amendment shall read as follows:


 


"Clause
2.   Object of the Agreement.


 


Subject
to the terms and conditions set forth in this Agreement and in the Carrier Manual, Bicentenario undertakes to provide to the Shipper
the Service:


 


		(a)	During
                                         the Ship or Pay Term:



 


		(i)	For the Shipper Contracted
                                         Capacity, in consideration for the Fee that will be paid under the modality of "ship
                                         or pay", by virtue of which the payment obligations of the Fee by the Shipper
                                         in relations with said Shipper Contracted Capacity must be fully satisfied as per the
                                         terms of this Agreement, regardless of the number of Barrels that are nominated or effectively
                                         transported; and 



 


		(ii)	Up to the Conditioned
                                         Capacity, provided that it is available, in consideration of the MME Fee, which must
                                         be satisfied as per the terms set out in this Agreement only with the number of Barrels
                                         that are nominated  and effectively transported within said Conditioned Capacity.



 


		(b)	During
                                         the Ship  and Pay Term:



 


		(i)	Up to the Shipper Contracted
                                         Capacity, in consideration of the MME Fee, under the modality of "ship and pay",
                                         by virtue of which the obligation of paying the fee by the Shipper must be satisfied
                                         as per the terms of this Agreement only for the number of Barrels effectively transported; and 



 


		(ii)	Up
                                         to the Conditioned Capacity, provided that it is available, in consideration of the MME
                                         Fee, which must be satisfied as per the terms set out in this Agreement only with
                                         the number of Barrels nominated and effectively transported within said Conditioned
                                         Capacity.”



 




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Section
2.02 - Credit Notes: The Parties to Amendment No. 2 agreed to amend Section 3.04 of the Agreement, which as of the Date
of the Amendment shall read as follows:


 


“Section
3.04 - Credit Notes, Advance Application and Charges for Over-Utilization: 


 


		(a)	Pipeline
                                         for the Shareholders’ Contracted Capacity: During the Ship or Pay Term, in relation
                                         with the Shareholders’ Contracted Capacity, the Shipper that has not nominated and/or used
                                         all of the Shipper's Contracted Capacity with respect to one Nomination Month, generating
                                         Unused Capacity, and that this Capacity is used by any of the other Shareholder shippers
                                         and/or their Affiliates, credit notes will then be issued in favor of the under-utilizing
                                         Shipper. For such purposes, the value of the credit note shall be equal to that at which
                                         Bicentenario has effectively invoiced said Unused Capacity to the shipper Shareholder
                                         and/or its Affiliates and these will be accredited to the Service payment of the immediately
                                         subsequent month after issuing said credit note. In the event of more than one shipper
                                         Shareholder and/or its Affiliates generating Unused Capacity, the credit note will be issued
                                         proportionately for Unused Capacity of all shippers that have generated Unused Capacity
                                         in an Operation Month.



 


In
the event in which Bicentenario has effectively commercialized with a third party the Unused Capacity as available capacity of
the Pipeline, the value of the credit note shall be equal to the value at which Bicentenario has effectively commercialized said
Unused Capacity. In the event of more than one shipper generating Unused Capacity, the credit note will be issued proportionately
for Unused Capacity of all shippers that have generated Unused Capacity in an Operation Month.


 


It
is understood that the cost and expenses incurred on by Bicentenario for commercialization shall be borne by the shipper that
generated the commercialized Unused Capacity, and should that Unused Capacity be used by a Shareholder, said charge shall not
be applicable. In any event, payment of interest in favor of the Shipper will not apply on account of commercialization of its
Unused Capacity.


 


		(b)	Pipeline
                                         with Excess Capacity: During the Ship or Pay Term, in relation with Shareholders
                                         Excess Capacity Contracted, when the Shipper effectively transports within the Excess
                                         Capacity, Bicentenario shall issue the respective invoice for a value equivalent to the
                                         MME  Fee multiplied by the barrels effectively transported during the Operation Month,
                                         chargeable to the advance payments referred to in Section 4.01(b).
	 	 	 
	 	 	In the event that Bicentenario has effectively
                                         commercialized with a third party the Excess Capacity as Pipeline available capacity,
                                         the values that are invoiced and charged shall be considered as Bicentenario revenues
                                         and there will be no possibility of either credit notes or recognition of interest payment
                                         in favor of the Shipper.



 




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Section
2.03 - Value of Service: The Parties to Amendment No. 2 agree to amend Section 4.01 of the Agreement, which as of the
Date of the Amendment shall read as follows:


 


"Section
4.01 - Value of Service:


 


		(a)	The Shipper undertakes to pay
                                         Bicentenario for:



 


		(i)	- During the Ship
                                         or Pay Term:



 


		(A)	The
                                          Fee multiplied by the Shipper Contracted Capacity and the number of days of the respective
                                         Calendar Month, regardless that the Nomination presented by the Shipper in the respective
                                         month is below the Shipper Contracted Capacity and even when it has neither nominated
                                         nor transported any Barrel, plus



 


		(B)	The
                                         MME  Fee multiplied by the barrels effectively transported during the Operation Month,
                                         within the Conditioned Capacity.



 


		(ii)	- During the
                                         Ship  and Pay Term: The MME Fee, by the number of Barrels effectively
                                         transported within the Shipper Contracted Capacity and within the Conditioned Capacity
                                         in the Operation Month.



 


			In the event
                                         that the MME  Fee is not sufficient to pay for Pipeline maintenance, operations and
                                         administration costs, the depreciation, amortization and taxes, and an equitable profit,
                                         then will be subject to the agreement of the Parties on the terms and conditions of the fee
                                         to be applied, without prejudice of the processing to be performed by Bicentenario before
                                         the Ministry of Mines to review the MME Fee.



 


		(b)	In
                                         the event that the  Fee Payment Commencement Date occurs before the Service Commencement
                                         Date and only with respect to the period elapsed between those dates, the Shipper undertakes
                                         to pay a sum equivalent to the  Fee multiplied by the Shipper Contracted Capacity,
                                         times the number of Days of the respective Calendar Month, even in spite of the fact
                                         that the Service provisions has not commenced. Said payments will be managed as indicated
                                         herein below:



 




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		(i)	Provided that Bicentenario is in
                                         a position to make payments of principal and interest of the debt acquired with Lenders,
                                         meet the coverage rates set out in the Local Syndicated Credit Agreement or in any other
                                         agreement with the Lenders, meet any other obligation or financial covenant stipulated
                                         in said instrument, meet all obligations acquired by Bicentenario with third parties
                                         and cover all Pipeline operation and maintenance obligations, the amount s corresponding
                                         to the  Fee that the Shipper has paid from the Date of Commencement of  Fee Payment
                                         to December 31, 2013 pursuant to that provided for in above section 4.01(b), if any, shall
                                         be considered as an advance payment of the Shipper's charge in favor of Bicentenario
                                         and may be accounted for during the Ship or Pay and/or Ship and Pay term, as follows:



 


		·	During
                                         the Ship or Pay Term: The aforementioned advance payment shall be booked in Colombian
                                         pesos for payment of the MME Fee, caused by the volumes that are effectively transported
                                         within the Excess Capacity, until depleting the balance in favor of the Shipper.



 


		·	During
                                         the Ship and Pay Term: Provided that during the Ship or Pay Term not all advance
                                         payments referred to in above Section 4.01 (b) (i) can be booked, these will be booked
                                         in Colombian pesos for payment of the Service provided until depleting the balance in
                                         favor of the Shipper or until expiry of the Ship and Pay Term.



 


		·	To
                                         determine the amount to be charged to the advance payment, the rules set out in Section
                                         4.02(a) (iii) shall apply.



 


		·	The
                                         Parties acknowledge that the current status of the advanced payments caused until
                                         December 31, 2013 are listed in  Exhibit K to this Agreement.



 


		(c)	The
                                         sums corresponding to the  Fee that has been paid by the Shipper as of   January 1, 2014,
                                         are considered amount effectively paid under the ship or pay modality and, therefore,
                                         are not considered as advance and cannot be charged or offset  to any payment.



 


		(d)	The
                                         breach by the Shipper of any payment obligations of the MME  Fee of this Agreement,
                                         shall give rise to the suspension of the transport Service for the barrels intended for
                                         transport as part of the Conditioned Capacity. The foregoing, without prejudice of the
                                         Shipper obligations of paying the Fee, and the consequences foreseen in the Agreement
                                         as to breach of Shipper obligations."



 





Section
2.04 - Invoicing and Payment: The Parties to Amendment No. 2 agreed to amend Sections 4.02(a) and 4.02(b) of the Agreement,
which shall read as follows:


 


		(a)	"As of the Fee Payment Commencement Date or the Service Commencement Date,
                                                                      whatever                                                                       occurs
                                                                      first,                                                                                                     Bicentenario
                                                                      shall                                                                       issue bill or invoice, as the
                                                                      case                                                                                         may be, pursuant to the
                                                                      following
                                                                      rules and terms:



 




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		(i)	During
                                         the Ship or Pay Term:



 


		(A)	     The
                                         value of the Service for the Shipper Contracted Capacity, shall be charged monthly in
                                         advance for the correct presentation of a bill within the first 10 days of the respective
                                         Nomination Month, as of  January 1, 2014. The bill shall include the multiplication of
                                         the respective  Fee for the Shipper Contracted Capacity times the number of Days of
                                         the Calendar Month that is being invoiced.



 


		(B)	     The
                                         value of the Service for Conditioned Capacity shall be charged monthly within 45 Days
                                         following the expiry of the respective Operation Month. The invoice shall include the
                                         multiplication of the MME  Fee  times the number of Barrels effectively transported during
                                         the Operation Month, within the Conditioned Capacity.



 


(ii)-
During the Ship and Pay Term:


 


		(A)	The value of Service for the
                                         Shipper Scheduled Capacity  will be charged monthly and in advance during the first 10
                                         Days of the respective Nomination Month. The bill shall include the multiplication of
                                         the MME  Fee times the number of the Scheduled Barrels within the Shipper Contracted
                                         Capacity, times the number of Days in the Calendar Month that  are being charged. Once the
                                         Barrels have been transported, the respective adjustment between the Scheduled and those
                                         effectively transported will be done. Should there be a balance in favor of the Shipper, a credit
                                         note in its favor shall be issued, which will be applied to the respective invoice.



 


		(B)	The value of the Service for
                                         Conditioned Capacity shall be charged monthly within 30 Days following the expiry of
                                         the respective Operation Month. The invoice shall include the multiplication of the MME
                                          Fee  times the number of Barrels effectively transported within the Conditioned Capacity.



 





(iii)
Amounts of Credit Notes  and Amortization of Advance Payments: For determining the amount of credit notes, the number of
Barrels effectively transported within the Conditioned Capacity and the amounts to be amortized against advance payments
established in  Exhibit K to this Agreement, Section 4.01(a)(1)(B) shall be taken into account.


 










The
provisions of numerals (i) and (ii) above shall apply without prejudice of applicable Credit or Debit notes resulting
from over-utilized or under-utilized Shipper Contracted Capacity by the Shipper, in accordance with the approved Nomination process
and the Carrier Manual pursuant to the terms set out in Section 3.04 of the Agreement and the Credit Notes, if any, set out
in Section 4.02(e)(i)(A) of the Agreement.


 




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		(b)	Bicentenario                                          will legalize bills since the Service
                                                               Commencement Date by issuing and submitting the invoices within 30 Days following the expiry of the Nomination Month,
                                                               indicating                                                                (i)                                          the
                                                               amount effectively paid by the Shipper, plus (ii) the amount to be collected
                                                               to Bicentenario                                          on account of transport tax.



 


Bills
or invoices, as the case may be, issued by Bicentenario, shall detain in an annex: 


 


		(i)	The transport  Fee on account                                          of the Shipper
                                                                       Contracted Capacity, breaking down the amount destined for payment of                                          principal and
                                                                       interest of the current credit contracts.



 


		(ii)	The
                                         MME fee caused by the Conditioned Capacity.



 


Section
2.05 –Effects of a Justified Event: The Parties to Amendment No. 2 agree to modify Section 8.03(c) of the
Agreement, which shall read as follows:


 


“(c)
The Shipper shall continue paying the Fee. Notwithstanding the foregoing, should the Justified Event suspend
Service provided for a period equal to or greater than 6 continuous and uninterrupted months, counted as of the date of
occurrence of the event, the Shipper shall have the right to terminate this Agreement without having to pay any  compensation
to Bicentenario. Should the suspension of the Service be caused by a vice inherent to the Oil or by fault attributable to the
Shipper, the Shipper shall respond in accordance with that provided for in Section 8.02 of this Agreement and Clause 18 of
the Carrier Manual." 


 


Section
2.06 - Valid Term. The Parties to Amendment No. 2 agree to modify Section 14.01 of the Agreement, which shall read as follows:


 


"Section
14.01 - Valid Term: This Agreement shall come into force on the Date of Execution and will remain valid first (I) for
the Ship or Pay Term, under the "ship or pay" modality with respect to the Shipper Contracted Capacity, and subject
to availability and for the Barrels effectively transported with respect to the Conditioned Capacity and then (ii) for the
Ship and Pay Term under the "ship and pay" modality, for up to the Shipper Contracted Capacity, and subject to
availability and for the Barrels effectively transported with respect to the Conditioned Capacity, for which the Parties
shall agree on the applicable terms and conditions, including, but without limitation, the demand or not of the Warranty;
unless it is terminated pursuant to Section 14.02.


 




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Should
the Parties not reach an agreement on the other terms and conditions for the Ship and Pay Term pursuant to the preceding paragraph,
the terms and conditions that will govern will be those set out for Shipper Contracted Capacity , as applicable, and the Carrier
Manual." 


 


Section
2.07 - Definitions (Exhibit A): The Parties to Amendment No. 2 agree on including and/or modifying Annex A to the
Agreement concerning the definitions, which shall read as follows:


 


"Owned
Oil: Means Oil Produced by the Shipper or its Affiliates, Oil that has been acquired by any other means by the
Shipper and/or its Affiliates, and/or  Oil on which the Shipper and/or any of its Affiliates and/or associates have a
commercial or technical interest, which will be understood as existing with respect to oil produced by or owned by any of its
Affiliates and/or associates of the Shipper, as well as with respect to oil whose transport through the Pipeline results in
or implies some benefit, either direct or indirect, to the Shipper and/or any of its Affiliates and/or associates.


 


Shipper
Contracted Capacity: Means the transport capacity of Owned Oil through the Pipeline to which the Shipper is entitled
by virtue of this Agreement. Said Shipper Contracted Capacity corresponds to the share equity percentage of the Shipper and/or
its Affiliates in Bicentenario applied on 110,000 bpcd.


 


Shareholders
Contracted Capacity: Means the transport capacity of Owned Oil through the Pipeline to which the Shareholders and/or
its Affiliates are entitled, which in total will be equal to 110,000 bpcd.


 


Conditioned
Capacity: Means the transport capacity of Owned Oil through the Pipeline subject to availability and expressed in bpcd,
conditioned to the existence of: (i) Unused Capacity by other shipper shareholder of Bicentenario and /or its Affiliates, and/or
(ii) Excess Capacity. This capacity shall be offered to all Shareholders of Bicentenario and/or their Affiliates. In the event
that two or more Shareholders of Bicentenario and/or their Affiliates request this capacity for an Operation Month, it shall be
allocated proportionately to their equity share in Bicentenario.


 


Excess
Capacity: Means the transport capacity of Owned Oil through the Pipeline subject to availability of excess capacity
above 110,000 bpcd in an Operation Month and will be expressed in bpcd.


 


MME
Fee: Means the transport fee for Oil set out by the Ministry of Mines and Energy by means of Resolution No.
0072524 dated December 28, 2012, or that set out for each fee period after the Service Commencement Date, as well
as by any revision or adjustments made in accordance with applicable legislation."


 




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Section
2.08 - Carrier Manual (Annex B). The Parties to Amendment No. 2 agree on changing Exhibit B to the Agreement, which
as of the Date of the Amendment shall agree with that provided for in Exhibit 1 to this Amendment No. 2.


 


Section
2.09 - Fee Calculation Methodology (Exhibit G): The Parties to Amendment No. 2 agree to amend numeral 3 of Exhibit G
to the Agreement, which as of the Date of the Amendment shall read as follows:


 


"3.
Definition of FCF(Free Cash Flow)


The
concept behind FCL is to determine the cash flow that Bicentenario would have had if it had financial debts. This shall be structured
with actual and projected figures.


 


The
FCF (Free Cash Flow) is calculated as follows:


 


		-	Revenues calculated based on numeral 3.1.1. of this Exhibit (the "Calculated
                                                               Revenues")



 


Less


 


		-	All
                                         administration, operation and maintenance costs and expenses of Bicentenario.



 


Less


 


		-	Operational
                                         Taxes



 


Less


 


		-	Estimated leveraged income tax
                                         payment (taxes that would have been or will be paid when financial debt and yield from
                                         cash surplus exist).



 


Less
(Plus)


 


		-	The increase (or decrease) of working                                          capital.



 


Less


 


		-	Capital investment required for
                                         the construction of the Pipeline, including expenses that can be capitalized.



 


The
calculation of FCF (Free Cash Flow) is detailed in the  fee Calculation Model (as such term is defined herein
below)."


 


Section
2.10 - List of Advance Payments: The Parties to Amendment No. 2 agree to add as an  exhibit to the
Agreement (hereinafter  Exhibit K) the balance of advance payments generated between the Fee Payment Commencement Date and
December 31, 2013, which as of the Amendment Date shall be Exhibit 2 to this Amendment No. 2.


 




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CLAUSE
3 ENTIRE AGREEMENT. Other clauses in the Agreement remain entirely in force, without being understood as
amended by this Amendment No. 2.


 


[BLANK SPACE LEFT ON PURPOSE]


 




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AMENDMENT No. 2 TO THE BICENTENARIO
TRANSPORT AGREEMENT


SIGNING PAGE


 


FOR THE SHIPPER,


 


	SIGNATURE	/s/ Martha María Echeverri Benjumea
	NAME:	MARTHA MARIA ECHEVERRI BENJUMEA
	TITLE:	HEAD OF TRANSPORT SERVICES
	 	COMMERCIAL DEPARTMENT
	 	VICEPRESIDENCY OF TRANSPORT AND LOGISTICS
	 	C.C. 52.152.043


 


FOR BICENTENARIO,


 


	SIGNATURE	/s/ Fernando Gutierrez Montes
	NAME:	FERNANDO GUTIERREZ MONTES
	TITLE:	LEGAL REPRESENTATIVE
	C.C.	17.146.690


 








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