Exhibit
4.12


 


bicentenario


petroleo
por Colombia


  


	 
	Amendment
    No. 4 TO THE BICENTENARIO TRANSPORT AGREEMENT
	 


 


Between


 


OLEODUCTO
BICENTENARIO DE COLOMBIA S.A.S.


 


(“The
Company”)


 


and


 


ECOPETROL
S.A.


 


BOGOTÁ
D.C., 6 APRIL 2015


 




     


     

    

 





bicentenario


petroleo
por Colombia







 


Version
for Signing


 


AMENDMENT
NO. 4 TO THE BICENTENARIO TRANSPORT AGREEMENT


 


This
Amendment No. 4 to the Oil Transport Agreement entered into by the Parties on June 20, 2012 (the "Amendment No. 4
is entered into on this date April 6, 2015 (the "Date of Amendment" by the following parties (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 No. 3 by Fernando Gutierrez Montes, 
                                         identified as shown below his signature ("Bicentenario"); and



 


		2.	ECOPETROL S.A.,
                                         Colombian mixed economy corporation, of a commercial nature, national order, attached
                                         to the Ministry of Mines and Energy pursuant to Law 118 of 2006, governed by its corporate
                                         bylaws, domiciled in Bogota, represented for execution of this Amendment No. 4 by Martha
                                         María Echeverri Benjumea, identified as
                                         shown below her signature (hereinafter the "Shipper" and together with
                                         Bicentenario, the "Parties" and, each 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 Oil transport agreement through
                                         "Oleoducto Bicentenario de Colombia" (the "Agreement"), amended through
                                         Amendment No. 1, dated July 3, 2012, Amendment No. 2, dated  March 28, 2014, Amendment
                                         No. 2 dated  November 21, 2014; 



 


		2.	Bicentenario shall obtain new financing
                                         in order to pay in advance or novate credit obtained from Colombian financing agencies,
                                         through Syndicated credit agreement that Bicentenario subscribed to with some financial
                                         agencies on May 8, 2012, for an amount of up to COP$ 2,100,000,000,000, destined for financing
                                         construction, start-up, and operation and maintenance of the Araguaney-Banadia segment;
                                         and



 


		3.	For
                                         purposes of ensuring financial viability of new financing, it is necessary for the Agreement
                                         to incorporate and refer to the new debt and obligations acquired by Bicentenario pursuant
                                         to the new indebtedness.



 




     


     

    

 


bicentenario


petroleo
por Colombia


 


Based on the
above whereas, the Parties have decided to enter into this Amendment No. 4, 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. 4 shall have the meaning given to them in the
Agreement.


 


CLAUSE
2 - AMENDMENTS TO THE AGREEMENT 


 


Section
2.01 - Value of Service: The Parties to Amendment No. 4 agree to amend Section 4.01(b)
of the Agreement, which as of the Date of the Amendment shall read as follows:


 


		“(b)	In
                                         the event that the Tariff 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 Tariff 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:


 


		(i)	Provided
                                         that Bicentenario is in a position to make payments of principal and interest of the
                                         debt acquired with the 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 amounts corresponding to the Tariff that the Shipper has paid from the Date of Commencement
                                         of Tariff 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. 



 


		(ii)	These
                                         may be accounted for during the Ship or Pay and/or Ship and Pay term, as follows:



 


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



 




     


     

    

 





bicentenario


petroleo
por Colombia




 


		(2)	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) 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.



 


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



 


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



 


Section
2.02 – Early Termination: The Parties to Amendment No. 4 agree
to amend Section 14.02 of the Agreement, which as of the Date of the Amendment shall read as follows:


 


		“(d)	If
                                         as a result of the early termination of the Agreement by Bicentenario pursuant to that
                                         provided for in Section 14.02(b) of this Agreement, (A) the Lenders require advance payment
                                         of the debt acquired by Bicentenario under the New Loan Agreement; and/or (B) Bicentenario,
                                         after performing reasonable commercial efforts for 6 months from the
                                         early termination of this Agreement, has not subscribed to with a third party a transport
                                         agreement in conditions that are similar to this Agreement, which enable it to pay for
                                         the cost and expense of Bicentenario's debt with the Lenders under the New Loan Agreement;
                                         and/or (C) the "Purchase Option" (as the term is defined in the AMI has not
                                         been exercised within 6 months following the date of early termination of the Agreement;
                                         the Shipper must pay to the autonomous equity account to which Bicentenario has assigned
                                         the economic rights derived from this Agreement, when it requires, an amount equivalent
                                         to:



 


		(i)	The
                                         balance of the current unsettled debt of Bicentenario with the Lenders under the New
                                         Loan Agreement on the date of the early termination of the Agreement, multiplied by the
                                         per cent share of the [Shipper/Shipper Affiliate] in Bicentenario; plus1



 


		(ii)	Any
                                         other reasonable cost or expense incurred on by Bicentenario as a result of the early
                                         termination of the Agreement".



 


Section
2.02 - Integrity of Agreement and Amendments: The Parties to Amendment No. 4 agree to amend Section 21.02 of the Agreement,
which as of the Date of the Amendment shall read as follows:


 





 






1
This will be adjusted depending on the quality held by the
Shipper.


 




     


     

    

 





bicentenario


petroleo
por Colombia




 


“Section
21.02 - Amendments: Only those amendments to this Agreement that are enshrined
in a document signed by both Parties shall be valid: In the event of intended changes affecting compliance by Bicentenario with
the obligations provided for in the New Loan Agreement or causing an Adverse Material Effect (as per definition of such term in
the New Loan Agreement), said amendment shall also be approved in advance by the Lenders."


 


Section
2.03 – New Definitions (Exhibit A): The Parties to Amendment No. 4 agree
on adding the following definition as of the Date of the Amendment:


 


"New
Loan Agreement: It means the loan agreement subscribed to by Bicentenario and some
financial agencies, aimed at granting a loan destined to the advance payment or novation of the loan granted in accordance with
the Local Syndicate Loan Agreement."


 


Section
2.04 - Amendment to Definitions (Exhibit A). The Parties to Amendment No. 4 agree on
amending the following definitions set out in Exhibit A to the Agreement, which shall read as follows:


 


"Warranty: It
means an irrevocable stand-by credit letter or irrevocable bank warranty upon first request, issued by (a) a banking agency
authorized to operate in Colombia with credit rating of AAA on its long term debt in pesos, or (b) a financial agency abroad
with long term risk rating in dollars of not less than that of Colombia's sovereign external debt, and in any event,
designating as its beneficiary the autonomous equity that is established by Bicentenario under the Local Syndicate Loan or
the New Loan Agreement, in which case it may use the form included in  Exhibit F of this Agreement.


 


Ship
or Pay Term: Means the term commencing on whatever occurs first between the Tariff
Payment Commencement Date or the Service Commencement Date and ends on whatever occurs first between (a) 12 years as of the commencement
of the term, and (b) the date of depleting all of the obligations that are the object of the New Loan Agreement.


 


Lenders:
Means the financial institutions with who Bicentenario enters into the New Loan Agreement."


 


Section
2.05 - Tariff Calculation Methodology (Exhibit G): The Parties to
Amendment No. 4 agree to amend number 3.2 of Exhibit G to the Agreement, which as of the Date of the Amendment shall read as
follows:


 




     


     

    

 





bicentenario


petroleo
por Colombia


 


“3.2
Tariff Calculation Model


 


The
Board of Directors of Bicentenario will approve a tariff calculation model for Bicentenario (the "Tariff Calculation Model"),
which enables the calculation of such tariff based on the described methodology. The Tariff Calculation Model shall also be informed
to the creditors of Bicentenario in line with the Local Syndicate 


 


The
first Tariff that will be applied on the Service Commencement Date or the Tariff Payment Commencement Date, whatever occurs first,
shall be that approved by the Board of Directors of Bicentenario 60 days in advance of said dates."


 


CLAUSE
3 ENTIRE AGREEMENT. Other clauses in the Agreement are entirely
in force, not understood as amended by this Amendment No. 4.


 


[SPACE
INTENTIONALLY LEFT BLANK]


 




     


     

    

 





bicentenario


petroleo
por Colombia


 


AMENDMENT
No. 4 TO THE BICENTENARIO TRANSPORT AGREEMENT


 


SIGNING
PAGE


 


BY THE
SHIPPER,


 





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


 


FOR
BICENTENARIO,


 





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