Exhibit 4.9


 





EXECUTION


 













 


 


BANCOLOMBIA S.A.


 


4.625% SUBORDINATED NOTES DUE 2029


  


 






 


INDENTURE


 


Dated as of December 18, 2019


 





 



 


The Bank of New York Mellon,


as Trustee


 


 













 






     


     


    

 




CROSS-REFERENCE TABLE*


 





	Trust Indenture
 Act Section	Indenture Section
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(5)	7.10
	 	(b)	7.10
	311	(a)	7.11
	 	(b)	7.11
	312	(a)	2.05
	 	(b)	11.03
	 	(c)	11.03
	313	(a)	7.06
	 	(b)(2)	7.06; 7.07
	 	(c)	7.06; 11.02
	 	(d)	7.06
	314	(a)	4.03;11.02; 11.05
	 	(c)(1)	11.04
	 	(c)(2)	11.04
	 	(e)	11.05
	315	(a)	7.01
	 	(b)	7.05; 11.02
	 	(c)	7.01
	 	(d)	7.01
	 	(e)	6.10
	316	(a) (last sentence)	2.09
	 	(a)(1)(A)	6.05
	 	(a)(1)(B)	6.04
	 	(b)	6.06
	 	(c)	2.13
	317	(a)(1)	6.07
	 	(a)(2)	6.08
	 	(b)	2.04
	318	(a)	11.01
	 	(c)	11.01




 


* This Cross Reference Table is not part
of the Indenture.


 






    2


     


    

 








TABLE OF CONTENTS


 


Page


 





	ARTICLE 1 

DEFINITIONS AND INCORPORATION 

BY REFERENCE
	 
	Section 1.01      Definitions	1
	Section 1.02      Other Definitions	7
	Section 1.03      Incorporation by Reference of Trust Indenture Act	7
	Section 1.04      Rules of Construction	7
	 	 
	ARTICLE 2 

THE NOTES
	 
	Section 2.01      Form and Dating	8
	Section 2.02      Execution and Authentication	8
	Section 2.03      Registrar and Paying Agent	9
	Section 2.04      Paying Agent to Hold Money in Trust	9
	Section 2.05      Holder Lists	10
	Section 2.06      Transfer and Exchange	10
	Section 2.07      Replacement Notes	14
	Section 2.08      Outstanding Notes	14
	Section 2.09      Treasury Notes	14
	Section 2.10      Temporary Notes	14
	Section 2.11      Cancellation	15
	Section 2.12      Interest	15
	Section 2.13      Defaulted Interest	15
	Section 2.14      Additional Amounts	15
	Section 2.15      Write-Down	17
	Section 2.16      Purchase of Notes	17
	Section 2.17      Unclaimed Amounts	18
	 	 
	ARTICLE 3 

REDEMPTION AND PREPAYMENT
	 
	Section 3.01      Redemption and Prepayment	18
	Section 3.02      Redemption Procedures	18
	Section 3.03      Mandatory Redemption	20
	 	 
	ARTICLE 4 

COVENANTS
	 
	Section 4.01      Payment of Notes	20
	Section 4.02      Maintenance of Office or Agency	20
	Section 4.03      Provision of Financial Statements and Reports	20
	Section 4.04      Stay, Extension and Usury Laws	21
	Section 4.05      Further Actions	21
	Section 4.06      Compliance Certificate	21
	 	 
	ARTICLE 5 

SUCCESSORS
	 
	Section 5.01      Merger, Consolidation, or Sale of Assets	22
	Section 5.02      Successor Corporation Substituted	22



 






    i


     


    

 


Page


 


	ARTICLE 6 

DEFAULTS AND REMEDIES
	 
	Section 6.01      Events of Default	22
	Section 6.02      Acceleration	23
	Section 6.03      Other Remedies	23
	Section 6.04      Waiver of Past Defaults	24
	Section 6.05      Control by Majority	24
	Section 6.06      Rights of Holders of Notes to Receive Payment	24
	Section 6.07      Collection Suit by Trustee	24
	Section 6.08      Trustee May File Proofs of Claim	25
	Section 6.09      Priorities	25
	Section 6.10      Undertaking for Costs	25
	 	 
	ARTICLE 7 

TRUSTEE
	 
	Section 7.01      Duties of Trustee	26
	Section 7.02      Rights of Trustee	27
	Section 7.03      Individual Rights of Trustee	28
	Section 7.04      Trustee’s Disclaimer	28
	Section 7.05      Notice of Defaults	28
	Section 7.06      Reports by Trustee to Holders of the Notes	28
	Section 7.07      Compensation and Indemnity	29
	Section 7.08      Replacement of Trustee	29
	Section 7.09      Successor Trustee by Merger, etc.	30
	Section 7.10      Eligibility; Disqualification	30
	Section 7.11      Preferential Collection of Claims Against Company	30
	 	 
	ARTICLE 8 

AMENDMENT, SUPPLEMENT AND WAIVER
	 
	Section 8.01      Without Consent of Holders of Notes	31
	Section 8.02      With Consent of Holders of Notes	31
	Section 8.03      Compliance with Trust Indenture Act	32
	Section 8.04      Revocation and Effect of Consents	33
	Section 8.05      Notation on or Exchange of Notes	33
	Section 8.06      Trustee to Sign Amendments, etc.	33
	 	 
	ARTICLE 9 

SUBORDINATION
	 
	Section 9.01      Agreement to Subordinate	33
	Section 9.02      Liquidation; Dissolution; Bankruptcy	33
	Section 9.03      Relative Rights	34
	Section 9.04      Subordination May Not Be Impaired by Company	34
	Section 9.05      Distribution or Notice to Representative	34
	Section 9.06      Rights of Trustee and Paying Agent	35
	Section 9.07      Authorization to Effect Subordination	35
	 	 
	ARTICLE 10 

satisfaction and discharge
	 
	Section 10.01      Satisfaction and Discharge	35
	Section 10.02      Application of Trust Money	36



 






    ii


     


    

 


Page


 


	ARTICLE 11 

MISCELLANEOUS
	 
	Section 11.01      Trust Indenture Act Controls	36
	Section 11.02      Notices	36
	Section 11.03      Communication by Holders of Notes with Other Holders of Notes	37
	Section 11.04      Certificate and Opinion as to Conditions Precedent	38
	Section 11.05      Statements Required in Certificate or Opinion	38
	Section 11.06      Rules by Trustee and Agents	38
	Section 11.07      Currency Rate Indemnity	38
	Section 11.08      No Personal Liability of Directors, Officers, Employees and Stockholders	39
	Section 11.09      Governing Law, Jurisdiction	39
	Section 11.10      Maintenance of Office or Agent for Service of Process	40
	Section 11.11      No Adverse Interpretation of Other Agreements	40
	Section 11.12      USA Patriot Act	40
	Section 11.13      FATCA	40
	Section 11.14      Successors	40
	Section 11.15      Severability	40
	Section 11.16      Counterpart Originals	41
	Section 11.17      Table of Contents, Headings, etc.	41









 


EXHIBIT A       FORM
OF NOTE


 






    iii


     


    

 


INDENTURE dated as
of December 18, 2019 between Bancolombia S.A., a financial institution incorporated under the laws of Colombia (sociedad anόnima)
(the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).


 


The Company and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the
4.625% Subordinated Notes due 2029 (the “Notes”):


 


ARTICLE
1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section
1.01        
Definitions.


 


“Additional
Amounts” has the meaning assigned to it in Section 2.13(a) hereof.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02
hereof, as part of the same series as the Initial Notes.


 


“Additional
Tier One Capital” means additional tier one capital (“patrimonio básico adicional”) as defined
in articles 2.1.1.1.6, 2.1.1.1.8 and 2.1.1.1.12 of Decree 2555 or any other Colombian law or regulation regulating the “patrimonio
básico adicional” in effect from time to time.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative
meanings.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“amend”
means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a correlative
meaning.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Asset”
means any asset or property.


 


“Bankruptcy
Law” means the provisions of the Financial Statute concerning bankruptcy of financial institutions, the Decree 2555 of
2010, as amended, and any other Colombian law or regulation regulating the insolvency of financial entities from time to time.


 


“Basic Consolidated
Solvency Ratio” means in respect to the consolidated capital of the Company, the consolidated amount of Common Equity
Tier One Capital net from all deductions, divided by the consolidated amount of credit and market risk weighted assets, all of
the foregoing determined in accordance with Decree 2555 and Colombian Banking GAAP.


 






    


     


    

 


“Basic Individual
Solvency Ratio” means in respect to the capital of the Company, the result of dividing the Common Equity Tier One Capital
net from all deductions, by the credit and market risk weighted assets of the Company, all of the foregoing determined in accordance
with Decree 2555 and Colombian Banking GAAP.


 


“Benchmark
Reset Rate” means (i) the rate per annum corresponding to the semi-annual equivalent yield to maturity, under the heading
that represents the average for the week immediately prior to the Reset Date as published under the weekly U.S. Federal Reserve
Board’s H.15 or any successor publication that is published weekly by the U.S. Federal Reserve and that establishes yields
on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”,
for the 5-Year U.S. Treasury Bond or (ii) if such release (or any successor release) is not published during the week preceding
the Reset Date (as defined below) or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield
to maturity of the 5-Year U.S. Treasury Bond, calculated by U.S. dealers selected by the Company using a price for the 5-Year U.S.
Treasury Bond (expressed as a percentage of its principal amount) equal to the average of the quotations obtained from such U.S.
dealers for the Reset Date (as defined below). The Benchmark Reset Rate will be calculated on the third Business Day preceding
the Reset Date.


 


“Board of
Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such
Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership,
the board of directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York or Colombia are
authorized or required by law to close.


 


“Clearstream”
means Clearstream Banking, S.A.


 


“Colombian
Banking GAAP” means generally accepted accounting principles as prescribed by the SFC for banks licensed to operate in
Colombia, consistently applied, as in effect from time to time.


 


“Common Equity
Tier One Capital” means, as of any date of determination, the “patrimonio básico ordinario”
as the same is defined in Articles 2.1.1.1.6, 2.1.1.1.7, 2.1.1.1.10 and 2.1.1.1.11 of Decree 2555 or any other Colombian law or
regulation regulating the “patrimonio básico ordinario” in effect from time to time.


 


“Company”
means Bancolombia S.A., and any and all successors thereto.


 


“Corporate
Trust Office of the Trustee” will be at the address of the Trustee specified in Section 11.02 hereof or such other address
as to which the Trustee may give notice to the Company.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Decree 2555”
means Decree 2555 of 2010, as amended from time to time.


 


“Default”
means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an
Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 






    2


     


    

 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


“Equity Interests”
of any Person means (a) any and all shares or other equity interests (including common stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (b) all rights to purchase, warrants or options (whether or not
currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests
in such Person.


 


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Financial
Statute” means Decree 663 of 1993, as amended, of the Republic of Colombia.


 


“Global Note
Legend” means the legend set forth in Section 2.06(f) hereof, which is required to be placed on all Global Notes issued
under this Indenture.


 


“Global Note”
means any Note deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the
form of Exhibit A hereto and that bears the Global Note Legend.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment
for which the United States pledges its full faith and credit.


 


“Holder”
means any registered holder, from time to time, of the Notes.


 


“H.15”
means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors
of the Federal Reserve System.


 


“Indebtedness”
means, with respect to any Person, any obligation, for the payment or repayment of money borrowed or otherwise evidenced by debentures,
Notes, bonds, or similar instruments or any other obligation (including all trade payables and other accounts payable and including
payments relating to bank deposits) that would appear or be treated as indebtedness upon a balance sheet if such Person prepared
it in accordance with Colombian Banking GAAP.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Intervention
Measures” means any of the measures described in (i) article 114 of the Financial Statute, as amended from time to time,
that allow the SFC to take possession of a financial institution, (ii) Decree 2555, and (iii) any other Colombian law or regulation
regulating the administrative takeover of a financial institution.


 






    3


     


    

 


“Initial Notes”
means the US$550,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.


 


“Interest”
means, with respect to the Notes, interest on the Notes.


 


“Interest
Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of
Note contained in Exhibit A.


 


“Issue Date”
means the date on which the Initial Notes are originally issued.


 


“Note Custodian”
means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially
be the Trustee.


 


“Note Register”
has the meaning assigned to it in Section 2.03 hereof.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes, if any, shall be
treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the
Notes shall include the Initial Notes and the Additional Notes, if any.


 


“Obligation”
means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under any Indebtedness.


 


“Officer”
means any of the following of the Company: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.


 


“Officers’
Certificate” means a certificate signed by two Officers.


 


“Opinion of
Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements
of Section 11.04 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.


 


“Optional
Redemption” has the meaning assigned to it in Section 3.01(a) hereof.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other
entity of any kind.


 


“Preventive
Measures” means the measures described in (i) article 113 of the Financial Statute, as amended from time to time, that
the SFC can take with respect to a financial institution prior to and in order to avoid having to take an Intervention Measure,
(ii) Decree 2555, as amended and (iii) any other Colombian law or regulation regulating such type of measures.


 


“principal”
means, with respect to the Notes, as of any date, the principal of, and premium, if any, on the Notes, after giving effect to any
prior Write-Down of such principal.


 






    4


     


    

 


“Redemption”
refers to an Optional Redemption, a Regulatory Event Redemption or a Tax Event Redemption.


 


“Redemption
Date” means, with respect to any Redemption of Notes, the date fixed for such Redemption pursuant to this Indenture and
the Notes.


 


“Regulatory
Event” means any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties
of Colombia or any political subdivision thereof or therein, or any change in the official application, administration or interpretation
of such laws, regulations, rulings or treaties, which change or amendment becomes effective on or after the Issue Date, as a result
of which we will no longer be entitled to treat the full outstanding principal amount of the Notes as Tier Two Capital pursuant
to applicable Colombian capital regulations, other than pursuant to article 2.1.1.1.13 letter (c) of the Decree 2555, as amended,
which provides that starting on the date that is five years before the scheduled maturity of the Notes, the principal amount of
the Notes that may be accounted as Tier Two Capital shall be reduced by annual amortization using the straight-line method.


 


“Regulatory
Event Redemption” has the meaning assigned to it in Section 3.01(b) hereof.


 


“Relevant
Taxing Jurisdiction” has the meaning assigned to it in Section 2.13(a) hereof.


 


“Representative”
means the indenture trustee or other trustee, agent or representative for any Senior External Liabilities.


 


“Reset Date”
means December 18, 2024.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or
any successor group of the Trustee) having direct responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Senior External
Liabilities” means any liabilities to third parties that constitute external debt of the Company (pasivo externo)
under Colombian banking laws and accounting principles, whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides
that such external debt shall not be senior in right of payment to the Notes. Under Colombian banking laws and accounting principles,
“external debt” (pasivo externo) means, in the case of the Company, any and all liabilities to third parties,
as reflected in the financial statements of the Company from time to time or any and all liabilities to third parties in the event
of liquidation.


 


“SFC” means
the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia) or any other successor governmental entity
in charge of the surveillance of financial institutions in Colombia.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture,
and will not include any contingent obligations to repay or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 






    5


     


    

 


“Subsidiary”
means, with respect to any Person:


 


(1)               
any corporation, limited liability company, association or other business entity of which more than 50% of the total voting
power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board
of Directors thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and


 


any partnership
(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the
only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).


 


Unless otherwise specified,
“Subsidiary” refers to a Subsidiary of the Company.


 


“Tax”
shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities
related thereto).


 


“Tax Event”
shall occur if, as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Relevant Taxing
Jurisdiction (as defined in Section 2.14), or any amendment to or change in an official interpretation, administration or application
of such laws, rules or regulations, or any treaties or related agreements to which the Relevant Taxing Jurisdiction is a party
(including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change
in official position, is announced on or after the issue date of the Notes or, if later, the date on which the applicable Relevant
Taxing Jurisdiction became a Relevant Taxing Jurisdiction, (i) the Company has or will become obligated to pay additional amounts
as described in Section 2.14 or (ii) there is more than an insubstantial risk that interest payable by us on the Notes is not or
will not be deductible by the Company in whole or in part for Colombian income tax purposes, and in either case (i) or (ii) such
obligation cannot be avoided by the Company taking reasonable measures available to it.


 


“Tax Event
Redemption” has the meaning assigned to it in Section 3.01(b) hereof.


 


“Taxing Authority”
shall mean any government or political subdivision or territory or possession of any government or any authority or agency therein
or thereof having power to tax.


 


“Technical
Capital” means the “patrimonio técnico” of banks comprised of Common Equity Tier One Capital,
Additional Tier One Capital and Tier Two Capital pursuant to Decree 2555, or any other Colombian law or regulation regulating the
“patrimonio técnico” in effect from time to time.


 


“Tier One
Capital” means, as of any date of determination, Common Equity Tier One Capital and Additional Tier One Capital.


 


“Tier Two
Capital” means, as of any date of determination, the “patrimonio adicional” as the same is defined
in Article 2.1.1.1.6, 2.1.1.1.9 and 2.1.1.1.13 of Decree 2555 or any other Colombian law or regulation regulating the “patrimonio
adicional” in effect from time to time.


 


“TIA”
or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 






    6


     


    

 


“Trustee”
means The Bank of New York Mellon until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“Voting Stock”
of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 


Section
1.02        
Other Definitions.


 


	 	Defined in 
	Term	Section
	“Authentication Order”	2.02
	“DTC”	2.03
	“Event of Default”	6.01
	“Paying Agent”	2.03
	“Registrar”	2.03


 


Section
1.03        
Incorporation by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.


 


The following TIA terms
have the following meanings when used in this Indenture:


 


“indenture
securities” means the Notes;


 


“indenture
security Holder” means a Holder of a Note;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the Notes means the Company and any successor obligor upon the Notes.


 


All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


 


Section
1.04        
Rules of Construction.


 


Unless the context
otherwise requires:


 


(1)               
a term has the meaning assigned to it;


 


(2)               
an accounting term not otherwise defined has the meaning assigned to it in accordance with Colombian Banking GAAP;


 


(3)               
“or” is not exclusive;


 


(4)               
words in the singular include the plural, and in the plural include the singular;


 


(5)               
“will” shall be interpreted to express a command;


 






    7


     


    

 


(6)               
provisions apply to successive events and transactions; and


 


(7)               
references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time.


 


ARTICLE
2

THE NOTES


 


Section
2.01          
Form and Dating.


 


(a)           
General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit
A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be
dated the date of its authentication. The Notes will be issued in registered form, without coupons, and in minimum denominations
of US$200,000 and integral multiples of US$1,000.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.


 


(b)          
Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global
Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued
in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without
the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such
of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will
be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


 


Section
2.02          
Execution and Authentication.


 


At least one Officer
must sign the Notes for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.


 


A Note will not be
valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.


 


The Trustee will, upon
receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes
for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount
of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company
pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.


 






    8


     


    

 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


The Company may, from
time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders,
create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and
conditions identical to those of the other outstanding Notes, except with respect to: (1) the issue date; (2) the first Interest
Payment Date; (3) the issue price and (4) any adjustments necessary in order to conform to and ensure compliance with the Securities
Act (or other applicable securities laws).


 


The Trustee shall not
be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if
(i) the issue of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, (ii) the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others
or (iii) the Company fails to deliver to the Trustee an Opinion of Counsel stating that such Additional Notes will be fungible
with, and constitute a single issuance with, the Initial Notes for U.S. federal income tax purposes.


 


Section
2.03          
Registrar and Paying Agent.


 


The Company will maintain
an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or
for exchange (“Registrar”) and where Notes may be presented for payment (“Paying Agent”)
and for the service of notices and demands to or upon the Company in respect of the Notes and this Indenture. The Registrar will
keep a register of the Notes and of their transfer and exchange (the “Note Register”). The Company may appoint
one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar
and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to
this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act
as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes.


 


Section
2.04          
Paying Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
will have no further liability for such money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Intervention Measure or
Preventive Measure relating to the Company, the Trustee will serve as Paying Agent for the Notes, to the extent permitted by applicable
Colombian laws.


 






    9


     


    

 


Section
2.05          
Holder Lists.


 


The Trustee will preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee
at least seven (7) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing,
a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).


 


Section
2.06          
Transfer and Exchange.


 


(a)           Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to
a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Company for Definitive Notes if:


 


(1)           
the Company delivers to the Trustee notice in writing from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within ninety (90) days after the date of such notice from the Depositary;


 


(2)           
the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Trustee; or


 


(3)            
there has occurred and is continuing a Default or Event of Default with respect to the Global Notes.


 


Upon the occurrence
of any of the preceding events above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Neither the Company nor the Trustee shall be liable for any delay by the Depositary or any Participant or Indirect Participant
in identifying the beneficial owners of the related Notes and the Company and the Trustee may conclusively rely on, and shall be
protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery,
and respective principal amounts, of the Notes to be issued).


 


Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section
2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 2.06(b) or (c) hereof and shall bear any legend required by Section 2.06(f) hereof.


 


(b)           
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 






    10


     


    

 


(1)          
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).


 


(2)          
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


(A)         
both:


 


(i)            
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and


 


(ii)           
instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or


 


(B)          
both:


 


(i)            
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and


 


(ii)            
instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in (1) above;


 


(c)           
Transfer or Exchange of Beneficial Interests for Definitive Notes.


 


(1)          
Beneficial Interests in Global Notes to Definitive Notes. If any holder of a beneficial interest in a Global Note
proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,
the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions
a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this Section 2.06(c)(1) will be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant.


 






    11


     


    

 


(d)           Transfer and Exchange of Definitive Notes for Beneficial Interests.


 


(1)            Definitive Notes to Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such Note for
a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of
a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will
cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global
Notes.


 


(e)           
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, requested by the Registrar. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note.


 


(f)           
Legends. The legend in substantially the following form will appear on the face of all Global Notes issued under
this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:


 


“THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 






    12


     


    

 


(g)           
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been repurchased or canceled in whole and not in part,
each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount
of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or
by the Depositary at the direction of the Trustee to reflect such increase.


 


(h)           General Provisions Relating to Transfers and Exchanges.


 


(1)          
To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request.


 


(2)          
No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company or the Registrar may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10 and 8.05 hereof).


 


(3)          
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(4)           
Neither the Registrar nor the Company will be required to register the transfer of or to exchange a Note between a record
date and the next succeeding Interest Payment Date.


 


(5)           
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem
and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall
be affected by notice to the contrary.


 


(6)           
The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(7)          
All certifications, certificates and Opinions of Counsel, if any, required to be submitted to the Registrar pursuant to
this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.


 


(8)          
The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article
2. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications
at any reasonable time, during the Registrar’s regular business hours, upon the giving of reasonable written notice to the
Registrar.


 






    13


     


    

 


Section
2.07          
Replacement Notes.


 


If any mutilated Note
is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement
Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge
for its expenses in replacing a Note.


 


Every replacement Note
is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


 


Section
2.08          
Outstanding Notes.


 


The Notes outstanding
at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Note is held by a protected purchaser.


 


If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the Stated Maturity, money sufficient to pay Notes
payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue
interest.


 


Section
2.09          
Treasury Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company,
or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company,
will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected
in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will
be so disregarded.


 


Section
2.10          
Temporary Notes.


 


Until certificates
representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.


 


Holders of temporary
Notes will be entitled to all of the benefits of this Indenture.


 






    14


     


    

 


Section
2.11          
Cancellation.


 


The Company at any
time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement
of the Exchange Act). Upon written request, certification of the destruction of all canceled Notes will be delivered to the Company.
The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation
for any reason other than in connection with a transfer or exchange.


 


Section
2.12          
Interest.


 


The Notes will bear
interest at 4.625% per year on the outstanding principal amount thereof from and including the closing date of the Notes offering
to, but excluding, the Reset Date. From and after the Reset Date to, but excluding, the date of maturity or earlier redemption
date of the Notes, the Notes will bear interest at a rate per annum on the outstanding principal amount thereof equal to the sum
of (i) the Benchmark Reset Rate on the Reset Date plus (ii) 294.4 basis points as calculated by the Company.


 


Interest on the Notes
will be payable semi-annually, in arrears, on June 18 and December 18 of each year (each, an “Interest Payment Date”),
commencing on June 18, 2020, to Holders of record at the close of business on the Business Day immediately prior to each such Interest
Payment Date, as the case may be, immediately preceding the relevant Interest Payment Date. Interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or final maturity date is a day that is not
a Business Day, the related payment of the principal and interest will be made on the next succeeding Business Day as if it were
made on the date the payment was due.


 


Section
2.13          
Defaulted Interest.


 


If the Company defaults
in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special
record date and payment date; provided that no such special record date may be less than ten (10) days prior to the related
payment date for such defaulted interest. At least fifteen (15) days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders
a notice that states the special record date, the related payment date and the amount of such interest to be paid.


 


Section
2.14          
Additional Amounts.


 


(a)          
All payments made by the Company under or with respect to the Notes will be made free and clear of and without withholding
or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of any Taxing Authority in any
jurisdiction in which the Company is organized or is otherwise resident for tax purposes or any jurisdiction from or through which
payment is made (each a “Relevant Taxing Jurisdiction”), unless the Company or the paying agent is required
to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or the paying agent is required
to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction, from any payment made under
or with respect to the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will
equal the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that
no Additional Amounts will be payable with respect to any Tax that would not have been imposed, payable or due:


 






    15


     


    

 


(1)          
but for the existence of any present or former connection between the Holder (or the beneficial owner of, or Person ultimately
entitled to obtain an interest in, such Notes) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national
of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing
Jurisdiction) other than the mere holding of the Notes or enforcement of rights thereunder or the receipt of payments in respect
thereof;


 


(2)          
but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute,
treaty, regulation or administrative practice, provided, however, that the Company has delivered a request to the
Holder to comply with such requirements at least thirty (30) days prior to the date by which such compliance is required; or


 


(3)          
if the presentation of Notes (where presentation is required) for payment had occurred within thirty (30) days after the
date such payment was due and payable or was duly provided for, whichever is later.


 


(b)          
Additional Amounts will not be payable if the beneficial owner of, or Person ultimately entitled to obtain an interest in,
such Notes had been the Holder and such beneficial owner would not be entitled to the payment of Additional Amounts by reason of
clause (1), (2) or (3) of subsection (a) above. In addition, Additional Amounts will not be payable with respect to any Tax which
is payable otherwise than by withholding from payments of, or in respect of principal of, or any interest on, the Notes.


 


(c)           
Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of
the Notes or of principal, interest or any other amount payable under or with respect to any of the Notes, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were
or would be payable in respect thereof.


 


(d)          
Notwithstanding the foregoing, all payments shall be made net of any deduction or withholding imposed or collected pursuant
to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current
or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (any
such withholding is defined as a “FATCA Withholding Tax”), and no additional amounts will be payable as a result
of any such FATCA Withholding Tax.


 


(e)           
The Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional
Amounts.


 


(f)           
The Company will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges
or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Notes or any other document
or instrument referred to therein, or the receipt of any payments with respect to the Notes, excluding any such taxes, charges
or similar levies imposed by any jurisdiction other than a jurisdiction in which the Company is organized or is otherwise resident
for tax purposes, the United States of America or any jurisdiction in which a Paying Agent is located, but not excluding those
resulting from, or required to be paid in connection with, the enforcement of the Notes or any other such document or instrument
following the occurrence of any Event of Default with respect to the Notes.


 






    16


     


    

 


Section
2.15          
Write-Down.


 


(a)           Write-Down
Event. As determined by applicable Colombian laws and regulations then in effect, if: (i) the Company’s Basic Individual
Solvency Ratio or the Company’s Basic Consolidated Solvency Ratio is below 4.5%; or (ii) the SFC, in its discretion, otherwise
so determines in writing (each of the foregoing, a “Write-Down Event”), the outstanding principal, accrued and unpaid
interest, and any other amounts due on the Notes will be permanently reduced, pro rata with reductions in the outstanding
principal, accrued and unpaid interest, and any other amounts due on other Tier Two Capital subordinated Indebtedness as to which
a Write-Down Event has occurred, if any, (other than subordinated Indebtedness, that, under its terms, is designated as junior
to the Notes) to the extent permitted by the SFC at the time, by an amount needed to (x) restore the Basic Individual Solvency
Ratio to 6%; (y) restore the Basic Consolidated Solvency Ratio to 6%; or (z) comply with the order of the SFC to restore the Basic
Individual Solvency Ratio or Basic Consolidated Solvency Ratio to 6%, as applicable (a “Write-Down”), provided that
the principal amount of the Notes may not be written down below zero. The amount by which the outstanding principal amount, accrued
and unpaid interest, and any other amounts due on the Notes is reduced upon the occurrence of a Write-Down Event is referred to
as the “Permanent Reduction Amount.”


 


(b)           Write-Down
to Zero. In the event that the Write-Down is insufficient to restore the Basic Individual Solvency Ratio or the Basic Consolidated
Solvency Ratio to the required levels, the principal amount of the Notes will be reduced to zero.


 


(c)           Write-Down.
The Company will provide notice to Holders and the Trustee (a “Write-Down Notice”) that a Write-Down Event and subsequent
Write-down has occurred within two Business Days following such Write-Down Event. Any Write-Down Notice will be accompanied by
an Officers’ Certificate stating that a Write-Down Event has occurred, specifying the Reduction Date, which shall be the
Business Day following the occurrence of the Write-Down Event, setting out the method of calculation of the Permanent Reduction
Amount and indicating the amounts of principal, interest and any other amounts due comprising the Permanent Reduction Amount.


 


On the Reduction Date,
the outstanding principal amount on the Notes will be decreased as specified in the Write-Down Notice and the amounts of accrued
and unpaid interest and any other amounts due on the Notes as of the Reduction Date will be canceled, in each case to the extent
specified in the Write-Down Notice. Following the Reduction Date, interest will accrue on the principal amount of the Notes that
remains after giving effect to the Write-Down.


 


A Write-Down Event
and the subsequent reduction of the outstanding principal, accrued and unpaid interest, and any other amounts on the Notes will
not constitute an Event of Default. Any Holder of Notes will automatically be deemed to have irrevocably waived its right to claim
or receive, and will not have any rights against the Company or the Trustee with respect to, repayment of, the Permanent Reduction
Amount, irrespective of whether such amounts have become due and payable prior to the date on which the Write-Down Event shall
have occurred.


 


Section
2.16          
Purchase of Notes.


 


The Company may purchase
Notes at any price in the open market, in privately negotiated transactions or otherwise, subject to the applicable laws and regulations
then in effect. Notes so purchased by the Company may be held, resold in accordance with the Securities Act or any exemption therefrom,
or surrendered to the Trustee for cancellation.


 






    17


     


    

 


Section
2.17          
Unclaimed Amounts.


 


Any money deposited
with the Trustee or paying agent or held by the Company, in trust, for the payment of principal, premium, interest or any Additional
Amounts, that remains unclaimed for two (2) years after such amount becomes due and payable shall be paid to the Company upon its
request or, if held by the Company, shall be discharged from such trust. The Holder will look only to the Company for payment thereof,
and all liability of the Trustee or any Paying Agent shall thereupon cease. However, the Trustee or Paying Agent may at the expense
of the Company cause to be mailed to Holders at the last address of record, notice that the money remains unclaimed and any unclaimed
balance of such money remaining, after a specified date, will be repaid to the Company.


 


ARTICLE
3

REDEMPTION AND PREPAYMENT


 


Section
3.01          
Redemption and Prepayment.


 


The Notes may not be
redeemed prior to the Stated Maturity, except as set forth below:


 


(a)          
Optional Redemption on Reset Date. The Company may, at its option, redeem the Notes, in whole but not in part, on
the Reset Date, at a redemption price equal to 100% of the outstanding aggregate principal amount thereof, plus accrued and unpaid
interest and Additional Amounts, if any, to, but excluding, the Redemption Date (such redemption an “Optional Redemption”),
provided, however, that the Company shall only exercise its right to redeem the Notes under this Section 3.01(a)
in compliance with, and as permitted by, applicable Colombian laws and regulations then in effect and, to the extent required by
applicable law, if prior approval of the SFC or any other then applicable Colombian Governmental Authority has been obtained by
the Company.


 


(b)          
Optional Redemption upon Tax Event or Regulatory Event. The Company will have the right to redeem the Notes in whole,
but not in part at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and any Additional Amounts,
to the date of redemption upon the occurrence of a Regulatory Event (such redemption a “Regulatory Event Redemption”)
or upon the occurrence of a Tax Event (such redemption a “Tax Event Redemption”), provided, however,
that the Company shall only exercise its right to redeem the Notes in compliance with, and as permitted by, applicable Colombian
laws and regulations then in effect and, to the extent required by applicable law, if prior approval of the SFC or any other then
applicable Colombian Governmental Authority has been obtained by the Company. In the case of a redemption following the occurrence
of a Tax Event, the Company shall provide the Trustee an Officers’ Certificate and an opinion of an independent legal counsel
of nationally recognized standing in such tax matters, stating that the conditions set forth in this Indenture for the exercise
of the optional redemption upon the occurrence of a Tax Event have been met.


 


Section
3.02          
Redemption Procedures.


 


(a)           
Notice of Redemption.


 


(1)          
In the event the Company elects to redeem the Notes pursuant to Section 3.01, the Company shall give or, subject to Section
3.02(a)(2), cause the Trustee to give an irrevocable notice of redemption, in the manner provided for in Section 11.02, not less
than 30 days or more than 60 days prior to the Redemption Date (with notice to the Trustee at least 3 Business Days prior to the
date on which notice is given to the Holders), to each Holder of Notes. If the Company itself gives the notice, it shall also deliver
a copy to the Trustee.


 






    18


     


    

 


(2)           
If the Company elects to have the Trustee give any notice of redemption under Section 3.01, then the Company shall deliver
to the Trustee, not less than 40 days or more than 60 days prior to the Redemption Date (unless the Trustee agrees to a shorter
period in writing), a notice requesting that the Trustee give notice of redemption and setting forth the information required by
Section 3.02(a)(3). If the Company elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the
name of the Company and at the Company’s expense.


 


(3)           
All notices of an Optional Redemption shall state (i) the Redemption Date, (ii) the redemption price, (iii) that on the
Redemption Date the redemption price and any accrued and unpaid interest payable up to (but excluding) the Redemption Date as provided
in Section 3.02(b) will become due and payable in respect of each Note and, unless the Company defaults in making the redemption
payment, that interest on each Note will cease to accrue on and after the Redemption Date, (iv) the place or places where a Holder
must surrender the Holder’s Notes for payment of the redemption price, and (v) the CUSIP or ISIN number, if any, listed in
the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN
number.


 


(4)           
A redemption notice will be automatically rescinded and will have no force and effect, and no redemption amount will be
due and payable, if a Write-Down Event occurs prior to the applicable Redemption Date (in which case, a Write-Down will occur in
accordance with Section 2.15).


 


(b)           
Deposit of Redemption Price.


 


(1)           
Prior to 11:00 a.m. New York City time on the Business Day prior to the relevant Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent an amount of money in immediately available funds sufficient to pay the redemption price
of, and accrued and unpaid interest on, all the Notes that the Company is redeeming on that date.


 


(2)           
With respect to the Notes being redeemed and held in certificated form, the Trustee, to the extent funds are legally available,
will pay the applicable redemption price to the Holders thereof upon surrender of their certificates evidencing the Notes. Interest
payable on or prior to the Redemption Date shall be payable to the Holders of such Notes on the relevant Record Dates. If notice
of redemption shall have been given and funds deposited with the Trustee to pay the applicable redemption price for the Notes,
then upon the Redemption Date, all rights of the Holders of the Notes will cease and the Notes will cease to be outstanding. In
the event that any Redemption Date in respect of the Notes is not a Business Day, then the applicable redemption price payable
on such date will be paid on the next succeeding day that is a Business Day (without any interest or other payment in respect of
any such delay), in each case with the same force and effect as if made on such Redemption Date. In the event that payment of the
applicable redemption price is improperly withheld or refused and not paid by the Company (i) interest due on the Notes being redeemed
will continue to accrue at the then applicable rate, from the Redemption Date originally established by the Company to the date
such applicable redemption price is actually paid and (ii) the actual payment date will be the Redemption Date for purposes of
calculating the applicable redemption price.


 


(3)           
If the applicable Redemption Date falls after a Record Date but on or prior to the corresponding Interest Payment Date,
the Company shall pay accrued interest to the Holder of record on the corresponding Record Date, which may or may not be the person
who will receive payment of the redemption price (which shall exclude such accrued interest).


 






    19


     


    

 


Section
3.03          
Mandatory Redemption.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


ARTICLE
4

COVENANTS


 


Section
4.01          
Payment of Notes.


 


The Company will pay
or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City time) on the Business Day prior to the due date money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due.


 


The Company will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal or premium, if any,
at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace period) at the same rate to the extent lawful.


 


Section
4.02          
Maintenance of Office or Agency.


 


The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails
to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


Initially this agent
will be CT Corporation System, 111 Eighth Avenue, New York, New York 10011, and the Company agrees not to change the designation
of such agent without prior notice to the Trustee and designation of a replacement agent in the Borough of Manhattan, The City
of New York.


 


Section
4.03          
Provision of Financial Statements and Reports.


 


At all times when the
Company is required to file any financial statements or reports with the SEC, the Company shall use its best efforts to file all
required statements or reports in a timely manner in accordance with the rules and regulations of the SEC. In addition, at any
time when the Company is not subject to or is not current in its reporting obligations under Section 13 or Section 15(d) of the
Exchange Act and is not exempt from the registration requirements of Section 12(g) of the Exchange Act pursuant to Rule 12g3-2(b)
thereunder and any Note remain outstanding, the Company will make available, upon request, to any Holder or any prospective purchaser
of the Notes, who so requests in writing, substantially the same financial and other information that the Company would be required
to include and file in an annual report on Form 20-F and reports on Form 6-K.


 






    20


     


    

 


Delivery of such reports,
information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports,
information and documents shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee will be
entitled to conclusively rely upon an Officers’ Certificate).


 


The Company will at
all times comply with TIA § 314(a).


 


Section
4.04          
Stay, Extension and Usury Laws.


 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Company hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section
4.05          
Further Actions.


 


The Company will, at
its own cost and expense, satisfy any condition or take any action (including the obtaining or effecting of any necessary consent,
approval, authorization, exemption, filing, license, order, recording or registration) at any time required, as may be required,
in accordance with applicable laws and/or regulations, to be taken, fulfilled or done in order to (i) enable the Company to lawfully
enter into, exercise its rights and perform and comply with its obligations under this Indenture and the Notes, as the case may
be; (ii) ensure that its obligations under this Indenture and the Notes are legally binding and enforceable; (iii) make this Indenture
and the Notes admissible in evidence in the courts of the State of New York and Colombia; (iv) preserve the enforceability of,
and maintain the Trustee’s rights under, this Indenture; and (v) respond to any reasonable requests received from the Trustee
to facilitate the Trustee’s exercise of its rights and performance of its obligations under this Indenture and the Notes,
including exercising and enforcing its rights under and carrying out the terms, provisions and purposes of this Indenture and the
Notes.


 


Section
4.06          
Compliance Certificate.


 


The Company shall deliver
to the Trustee, within one hundred twenty (120) days after the end of each fiscal year of the Company, a certificate signed by
either the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether
or not to the best knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder)
and, if the Company shall be in default, specifying all such defaults and the nature and the status thereof of which the signer
may have knowledge.


 






    21


     


    

 


ARTICLE
5

SUCCESSORS


 


Section
5.01          
Merger, Consolidation, or Sale of Assets.


 


The Company will not
consolidate with or merge into, or sell, lease, convey or transfer, in one transaction or a series of transactions, all or substantially
all of the Company’s properties and assets to any Person, unless:


 


(1)           
the Company obtains any and all regulatory approvals in connection therewith,


 


(2)          
the surviving entity, if other than the Company, is organized and existing under the laws of Colombia or the United States
and assumes via a supplemental indenture all of the Obligations under the Notes and this Indenture,


 


(3)          
the Company, or the surviving entity, as the case may be, is not immediately after such transaction in Default under the
Notes and this Indenture, and


 


(4)          
the Company, or the surviving entity, has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each
in form and substance satisfactory to the Trustee, stating that (i) such consolidation, merger, sale, assignment, conveyance, transfer,
lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental
indenture complies with the terms of this Section 5.01, (ii) all conditions precedent provided for in this Indenture relating to
the merger, consolidation or sale of assets have been satisfied and (iii) the Indenture and Notes constitute legal, valid and binding
obligations of the surviving entity, enforceable in accordance with their terms.


 


Section
5.02          
Successor Corporation Substituted.


 


Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the
successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring
to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest
on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.


 


ARTICLE
6

DEFAULTS AND REMEDIES


 


Section
6.01          
Events of Default.


 


(a)           
Each of the following is an “Event of Default”:


 


(1)           failure by the Company to pay interest on any of the Notes when it becomes due and payable and the continuance of any such
failure for thirty (30) days;


 






    22


     


    

 


(2)           failure by the Company to pay the principal on any of the Notes when it becomes due and payable whether at Stated Maturity
or otherwise and the continuance of any such failure for seven (7) days;


 


(3)           the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(A)          commences a voluntary case;


 


(B)           consents to the entry of an order for relief against it in an involuntary case;


 


(C)           consents to the appointment of a Custodian of it or for all or substantially all of its assets;


 


(D)           makes a general assignment for the benefit of its creditors;


 


(E)            is subject to any other Intervention Measure or Preventive Measure; or


 


(4)           the SFC enters an order or decree under any Bankruptcy Law that:


 


(A)          is for relief against the Company as debtor in an involuntary case;


 


(B)           appoints a Custodian of the Company or a Custodian for all or substantially all of the assets of the Company; or


 


(C)           orders the liquidation of the Company and the order or decree remains unstayed and in effect for sixty (60) days.


 


Section
6.02          
Acceleration.


 


There is no right of
acceleration in the case of a default in any payment on the Notes (whether when due or otherwise) or the performance of any of
the Company’s other obligations under this Indenture or the Notes. Notwithstanding the immediately preceding sentence, the
Holders shall have the right to accelerate the payments due under the Notes upon the Company’s liquidation.


 


Section
6.03          
Other Remedies.


 


Subject to the provisions
of Article 9, if any Event of Default occurs and is continuing, the Trustee may pursue any available remedy (excluding acceleration,
except as provided in Section 6.02 above) to collect the payment of principal and interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


If the Company fails
to make payment of principal, interest or Additional Amounts, if any, on the Notes (and, in the case of payment of principal, such
failure to pay continues for seven (7) days or, in the case of payment of interest or Additional Amounts, such failure to pay continues
for thirty (30) days), each Holder shall have the right to demand and collect under the Indenture and the Company will pay to the
Holders the applicable amount of such due and payable principal, accrued and unpaid interest and Additional Amounts, if any, on
the Notes, provided, however, that to the extent that the SFC has adopted an Intervention Measure in connection with
the Company under the Colombian Bankruptcy Law, the Holders of the Notes will not be able to commence independent collection proceedings
to recover amounts owed.


 






    23


     


    

 


Section
6.04          
Waiver of Past Defaults


 


Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an
offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration;
provided, further, the Company has paid or deposited with the Trustee all amounts due to the Trustee under Section
7.07 hereof and reimbursed any and all fees, expenses, disbursements and advances of the Trustee, its agents and counsel incurred
in connection with such Default or Event of Default. Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.


 


Section
6.05          
Control by Majority.


 


Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it; provided, however,
the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction
of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it. Subject
to such provision for indemnification, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture
or that the Trustee determines may be prejudicial to the rights of other Holders or that may involve the Trustee in personal liability.


 


Section
6.06          
Rights of Holders of Notes to Receive Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the
Notes, on or after the respective due dates expressed in the Notes (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent
of such Holder.


 


Section
6.07          
Collection Suit by Trustee.


 


If an Event of Default
specified in clause (1) or clause (2) of Section 6.01(a) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium,
if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 






    24


     


    

 


Section
6.08          
Trustee May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be
secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.09          
Priorities.


 


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money in the following order:


 


First:          to
the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:     to
Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and


 


Third:         to
the Company or to such party as a court of competent jurisdiction or relevant entity shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders pursuant to this Section 6.09.


 


Section
6.10          
Undertaking for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it
as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.10 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.06 hereof, or a suit by Holders
of more than 10% in aggregate principal amount of the then outstanding Notes.


 






    25


     


    

 


ARTICLE
7

TRUSTEE


 


Section
7.01          
Duties of Trustee.


 


(a)           If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(b)           Except during the continuance of an Event of Default:


 


(1)           the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and


 


(2)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


(c)           The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:


 


(1)           this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)           the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and


 


(3)           the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.


 


(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), and (c) of this Section 7.01.


 


(e)           No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee
will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless
such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)            The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with
the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)           No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any
action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under this Indenture, or to
exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be
taken or omitted would violate applicable law binding upon it.


 






    26


     


    

 


(h)           The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default or knowledge of any cure
of any Default or Event of Default unless either (i) a Responsible Officer has actual knowledge thereof or (ii) written notice
of such Default, Event of Default or cure thereof has been given to the Trustee at its Corporate Trust Office by the Company or
any Holder.


 


Section
7.02          
Rights of Trustee.


 


(a)           The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.


 


(c)           The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any
agent appointed with due care.


 


(d)           The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture.


 


(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will
be sufficient if signed by an Officer of the Company.


 


(f)            The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the
losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


(g)           The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (including its right to be
indemnified) are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each of its agents,
custodians and other Persons duly employed by the Trustee hereunder; provided, however, that, to the extent permitted by the Trust
Indenture Act, (i) an agent, custodian or any other Person duly employed by the Trustee hereunder shall only be liable to the extent
of its own gross negligence or willful misconduct; and (ii) in and during an Event of Default, only the Trustee, and not any agent,
custodian or other Person duly employed by the Trustee, shall be subject to the prudent person standard.


 


(h)           The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(i)            The Trustee may request that the Company deliver an Officers’ Certificate setting forth the name of the individuals
and/or titles of officers authorized at such time to take specific actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized
in any such Officers’ Certificate previously delivered and not superseded.


 






    27


     


    

 


(j)            The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation,
acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil
or military authority or governmental actions; it being understood that the Trustee shall use its best efforts to resume performance
as soon as practicable under the circumstances.


 


(k)           In no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


Section
7.03          
Individual Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within ninety (90) days, apply to the SEC for permission to continue as trustee (if this
Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also
subject to Section 7.10 and Section 7.11 hereof.


 


Section
7.04          
Trustee’s Disclaimer.


 


The Trustee will not
be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


 


Section
7.05          
Notice of Defaults.


 


If a Default or Event
of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee will mail to Holders
a notice of the Default or Event of Default within ninety (90) days after it occurs. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.


 


Section
7.06          
Reports by Trustee to Holders of the Notes.


 


(a)           Within sixty (60) days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long
as Notes remain outstanding, the Trustee will mail to the Holders a brief report dated as of such reporting date that complies
with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will
also transmit by mail all reports as required by TIA § 313(c).


 


(b)           A copy of each report at the time of its mailing to the Holders will be mailed by the Trustee to the Company and filed by
the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company
will promptly notify the Trustee when the Notes are listed on any stock exchange.


 






    28


     


    

 



  


Section
7.07        
Compensation and Indemnity.


 


(a)          The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The
Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made
by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and
expenses of the Trustee’s agents and counsel.


 


(b)         
The Company will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this Indenture, including, but not limited to, the costs
and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence
or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and
the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably
withheld.


 


(c)         
The obligations of the Company under this Section 7.07 will survive the resignation or removal of the Trustee and the satisfaction
and discharge of this Indenture.


 


(d)         
To secure the Company’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes
on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular
Notes. Such Lien will survive the satisfaction and discharge of this Indenture.


 


(e)         
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(3) or (4) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Bankruptcy Law.


 


(f)          
The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.


 


Section
7.08         
Replacement of Trustee.


 


(a)         
A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08.


 


(b)         
The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.
The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:


 


(1)          the Trustee fails to comply with Section 7.10 hereof;


 






    	 	29	 



     


    

 


(2)         
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law;


 


(3)         
a Custodian or public officer takes charge of the Trustee or its property; or


 


(4)         
the Trustee becomes incapable of acting.


 


(c)         
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly
appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


(d)        
If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may,
at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)         
If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.


 


(f)         
A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit
of the retiring Trustee.


 


Section
7.09        
Successor Trustee by Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking
association, the transferee or resulting, surviving or successor corporation without any further act will be the successor Trustee.


 


Section
7.10        
Eligibility; Disqualification.


 


There will at all times
be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least US$100.0 million as set forth in its most
recent published annual report of condition.


 


This Indenture will
always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).


 


Section
7.11        
Preferential Collection of Claims Against Company.


 


The Trustee is subject
to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or
been removed shall be subject to TIA § 311(a) to the extent indicated therein.


 









    	 	30	 



     


    

 


ARTICLE
8

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
8.01        
Without Consent of Holders of Notes.


 


Notwithstanding Section
8.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of
any Holder of the Note to:


 


(1)         
to cure any ambiguity, defect or inconsistency;


 


(2)         
to provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(3)         
to provide for the assumption of the Company’s obligations to the Holders by a successor to the Company pursuant to
Article 5 hereof;


 


(4)         
to add any applicable covenants;


 


(5)         
to surrender any right or power under this Indenture conferred to the Company, not for the benefit of any Holder;


 


(6)         
to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect
the legal rights hereunder of any Holder;


 


(7)         
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


 


(8)         
to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section
of the Company’s Prospectus Supplement dated December 10, 2019, relating to the initial offering of the Notes, to the extent
that such provision in that “Description of the Notes” section was intended to be a verbatim recitation of a provision
of this Indenture or the Notes;


 


(9)         
to provide for the acceptance of a successor trustee; or


 


(10)       
to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
date hereof.


 


Upon the request of
the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company
in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


 


Section
8.02        
With Consent of Holders of Notes.


 


Except as provided
below in this Section 8.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of
the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to Section 6.05 and Section 6.08 hereof, any existing Default
or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest
on, the Notes) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 8.02 may not:


  



    	 	31	 



     


    




 


(1)          
reduce, or change the Stated Maturity of, the principal of any Note;


 


(2)          
reduce the rate of or extend the time for payment of interest on any Note;


 


(3)          
change the currency or place of payment of principal of or interest on the Notes;


 


(4)         
modify or change the related definitions affecting the subordination of the Notes or any provision of this Indenture (including
the covenants in this Indenture) in a manner that adversely affects the Holders;


 


(5)         
reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;


 


(6)         
impair the rights of Holders to receive payments of principal of or interest on the Notes; or


 


(7)         
make any change in these amendment and waiver provisions.


 


Upon the request of
the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not
be obligated to, enter into such amended or supplemental Indenture.


 


It is not be necessary
for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or
waiver, but it is sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 8.02 becomes effective, the Company will mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein,
will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.


 


Section
8.03        
Compliance with Trust Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA
as then in effect.


 






    	 	32	 



     


    

 


Section
8.04        
Revocation and Effect of Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke
the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver
becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every
Holder.


 


Section
8.05        
Notation on or Exchange of Notes.


 


The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the
amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


Section
8.06        
Trustee to Sign Amendments, etc.


 


The Trustee will sign
any amended or supplemental indenture authorized pursuant to this Article 8 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture
until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents
required by Section 11.04 hereof, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture.


 


ARTICLE
9

SUBORDINATION


 


Section
9.01        
Agreement to Subordinate.


 


The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes, in the event of liquidation, is subordinated
in right of payment, to the extent and in the manner provided in this Article 9, (i) to the prior payment in full in cash or cash
equivalents of all outstanding obligations in respect of all Senior External Liabilities (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior
External Liabilities, (ii) rank pari passu with all other unsecured and Tier Two Capital subordinated Indebtedness of the
Company, if any, other than subordinated Indebtedness, that, under its terms, is designated as junior to the Notes, and (iii) be
senior only to subordinated instruments constituting Tier One Capital and the Company’s capital stock.


 


Section
9.02        
Liquidation; Dissolution; Bankruptcy.


 


Upon any distribution
to creditors of the Company in a liquidation or dissolution of the Company or in an Intervention Measure relating to the Company
or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:


 






    	 	33	 



     


    

 


(1)        
holders of Senior External Liabilities will be entitled to receive payment in full of all Obligations due in respect of
such Senior External Liabilities (including interest after the commencement of any bankruptcy proceeding at the rate specified
in the applicable Senior External Liabilities) before the Holders will be entitled to receive any payment with respect to the Notes;
and


 


(2)         
until all Obligations with respect to Senior External Liabilities (as provided in clause (1) above) are paid in full, any
distribution to which Holders would be entitled but for this Article 9 will be made to holders of Senior External Liabilities,
as their interests may appear.


 


Section
9.03        
 Relative Rights.


 


This Article 9 defines
the relative rights of Holders and holders of Senior External Liabilities. Nothing in this Indenture will:


 


(1)        
impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal
of, premium and interest on, the Notes in accordance with their terms;


 


(2)        
affect the relative rights of Holders and creditors of the Company other than their rights in relation to holders of Senior
External Liabilities; or


 


(3)         
prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior External Liabilities to receive distributions and payments otherwise payable to Holders.


 


If the Company fails
because of this Article 9 to pay principal of, premium or interest on, a Note on the due date, the failure is still a Default or
Event of Default.


 


Section
9.04          Subordination May Not Be Impaired by Company.


 


No right of any holder
of Senior External Liabilities to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act
or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.


 


Section
9.05          Distribution or Notice to Representative.


 


Whenever a distribution
is to be made or a notice given to holders of Senior External Liabilities, the distribution may be made and the notice given to
their Representative.


 


Upon any payment or
distribution of assets of the Company referred to in this Article 9, the Trustee and the Holders will be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior External Liabilities and other Indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article 9.


 






    	 	34	 



     


    

 


Section
9.06          Rights of Trustee and Paying Agent.


 


Notwithstanding the
provisions of this Article 9 or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent
may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five (5) Business
Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to
the Notes to violate this Article 9. Only the Company or a Representative may give the notice. Nothing in this Article 9 will impair
the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.


 


The Trustee in its
individual or any other capacity may hold Senior External Liabilities with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.


 


Section
9.07          Authorization to Effect Subordination.


 


Each Holder, by the
Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may
be necessary or appropriate to effectuate the subordination as provided in this Article 9, and appoints the Trustee to act as such
Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.08 hereof at least thirty (30) days before the expiration
of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the
Holders.


 


ARTICLE
10

satisfaction and discharge


 


Section
10.01      Satisfaction
and Discharge.


 


This Indenture will
be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which
shall survive until all Notes have been canceled) as to all Notes issued hereunder, when either:


 


(1)        
all Notes that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from the trust, have been delivered to the Trustee for cancellation; or


 


(2)         (a)   all Notes that have not been delivered to the Trustee for cancellation have become due and payable and the Company
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued
interest) on the Notes not delivered to the Trustee for cancellation,


 


(b)         
the Company has paid or caused to be paid all sums payable by it under this Indenture,


  



    	 	35	 



     


    




 


(c)         
the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity, and


 


(d)         
the Holders have a valid, perfected, exclusive security interest in this trust.


 


In addition, the Company
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent
to satisfaction and discharge have been satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (a) of clause
(2) this Section 10.01, the provisions of Section 10.02 hereof will survive. In addition, nothing in this Section 10.01 will be
deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.


 


Section
10.02        Application
of Trust Money.


 


All money deposited
with the Trustee pursuant to Section 10.01 hereof shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 10.01 hereof by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of principal of, premium,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE
11

MISCELLANEOUS


 


Section
11.01        Trust Indenture
Act Controls.


 


If any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. If
any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section
11.02        Notices.


 


Any notice or communication
to the Company or the Trustee is duly given if in writing and delivered in Person or by first class mail (registered or certified,
return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the applicable address:


 






    	 	36	 



     


    




 


Bancolombia S.A.

Carrera 48 No. 26-85, Avenida Los Industriales


Medellín, Colombia

Facsimile No.: (57)-4-4042733

Attention: Juan Manuel Uribe


 


If to the Trustee:


 


The Bank of New York Mellon

240 Greenwich Street – 7E


New York, New York 10286

Facsimile No.: (212) 815-2830

Attention: International Corporate Trust


 


The Company or the
Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted
by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery.


 


Any notice or communication
to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also
be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


If the Company mails
a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


The Trustee may rely
upon and comply with instructions or directions sent via unsecured facsimile or email transmission, and the Trustee shall not be
liable for any loss, liability or expense of any kind incurred by the Company or the Holders due to the Trustee’s reliance
upon and compliance with instructions or directions given by unsecured facsimile or email transmission; provided, however,
that such losses have not arisen from the negligence or willful misconduct of the Trustee, it being understood that the failure
of the Trustee to verify or confirm that the person providing the instructions or directions, is, in fact, an authorized person
does not constitute negligence or willful misconduct.


 


Section
11.03       Communication
by Holders of Notes with Other Holders of Notes.


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 






    	 	37	 



     


    

 


Section
11.04      Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(1)         
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements
set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and


 


(2)         
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
satisfied;


 


provided that in the case of any such request
or application as to which the furnishing of documents is specifically required by any provision of this Indenture relating to
such particular request or application, no additional certificate or opinion shall be required.


 


Section
11.05      Statements
Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:


 


(1)         
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)         
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)         
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(4)         
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


Section
11.06        Rules by
Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section
11.07        Currency
Rate Indemnity.


 


The Company has agreed
that, if a judgment or order made by any court for the payment of any amount in respect of any Notes is expressed in a currency
other than U.S. dollars, the Company will indemnify the relevant Holder against any deficiency arising from any variation in rates
of exchange between the date as of which the denomination currency is notionally converted into the judgment currency for the purposes
of the judgment or order and the date of actual payment. This indemnity will constitute a separate and independent obligation from
the Company’s other obligations under the Indenture, will give rise to a separate and independent cause of action, will apply
irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment
or order for a liquidated sum or sums in respect of amounts due under the Indenture or the Notes.


 






    	 	38	 



     


    

 


Section
11.08        No Personal
Liability of Directors, Officers, Employees and Stockholders.


 


No past, present or
future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations
of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities
laws.


 


Section
11.09        Governing
Law, Jurisdiction.


 


THE LAW OF THE STATE
OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY; PROVIDED,
HOWEVER, THAT THE AUTHORIZATION AND EXECUTION OF THIS INDENTURE AND THE NOTES BY THE COMPANY, AND ANY SUBORDINATION PROVISIONS
IN THE NOTES, WILL BE GOVERNED BY THE LAWS OF COLOMBIA. THE QUALIFICATION OF THE NOTES AS TIER TWO CAPITAL WILL BE DETERMINED PURSUANT
TO APPLICABLE COLOMBIAN BANKING LAW AND REGULATIONS.


 


The Company hereby
irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan,
The City of New York, and any appellate court from any thereof, in any action or proceeding commenced by the Trustee or any Holder
arising out of or relating to this Indenture, and the Company hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in such New York state or federal court.


 


To the extent that
the Company has or hereafter may acquire or have attributed to it any immunity under any law from jurisdiction of any court or
from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Notes. In addition, the Company irrevocably waives, to the fullest extent permitted by law, any objection
to any suit, action or proceeding, that may be brought in connection with this Indenture or the Notes, including such actions,
suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on
the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient
forum. The Company hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law,
rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion
of any action or proceeding (including appeals) arising out of or relating to this Indenture the posting of any bond or the furnishing,
directly or indirectly, of any other security.


 


Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this agreement, the notes or the transactions contemplated hereby.


 






    	 	39	 



     


    

 


Section
11.10        Maintenance
of Office or Agent for Service of Process


 


The Company shall maintain
an office or agent for service of process in the Borough of Manhattan, The City of New York, where notices to and demands upon
the Company in respect of the Notes and this Indenture may be served. Initially this agent will be CT Corporation System, 111 Eighth
Avenue, New York, New York, and the Company will agree not to change the designation of such agent without prior notice to the
Trustee and designation of a replacement agent in the Borough of Manhattan, The City of New York.


 


Section
11.11        No Adverse
Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section
11.12        USA Patriot
Act.


 


The parties hereto
acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial
institutions, is required to obtain, verify, and record information that identifies each person or legal entity that opens an account.
To the extent permitted by Colombian or other applicable law, the Company agrees that it will provide the Trustee with such information
as the Trustee may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.


 


Section
11.13        FATCA


 


The Trustee shall be
entitled to deduct or withhold from payments under this Indenture to the extent necessary to comply with an agreement described
in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements
thereunder or official interpretations thereof (“FATCA”). To the extent permitted under applicable privacy law and
if expressly authorized by any agreement between the Company and such Holder or beneficial owner or by the terms of any tax certification,
the Company hereby covenants with the Trustee that it will use commercially reasonable efforts to provide the Trustee with any
relevant tax certification in the possession of the Company or other information identified by the Company in its sole discretion
as relevant for FATCA withholding tax purposes that may be useful to assist the Trustee in determining whether or not the Trustee
is obliged, in respect of any payments to be made by it pursuant to this Indenture, to make any withholding or deduction pursuant
to FATCA.


 


Section
11.14        Successors.


 


All agreements of the
Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its
successors.


 


Section
11.15        Severability.


 


In case any provision
in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 






    	 	40	 



     


    

 


Section
11.16        Counterpart
Originals.


 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
Delivery of an executed counterpart of a signature page of this Indenture by facsimile or by electronic (.pdf) format shall be
as effective as delivery of a manually executed counterpart of this Indenture.


 


Section
11.17        Table of
Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.


 


[Signatures on following page]


 






    	 	41	 



     


    

 


SIGNATURES


 


Dated as of December 18, 2019


 


 





	 	BANCOLOMBIA S.A.
	 	 
	 	 
	 	By:	/s/ José Humberto Acosta
	 	 	Name: José Humberto Acosta
	 	 	Title: Chief Financial Officer 
	 	 	 
	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Wanda Camacho
	 	 	Name: Wanda Camacho
	 	 	Title: Vice President 







 





[Signature page to the Indenture]







 






    	 	 



     


    

 


EXHIBIT A





 



FORM OF
NOTE


[FORM OF FACE OF NOTE]


 


[Insert the Global Note Legend pursuant
to the provisions of the Indenture]


 


CUSIP: [●]


ISIN: [●]


4.625% Subordinated Notes due 2029


  





	No. [1/2]	US$[●]







 


BANCOLOMBIA S.A.


 


promises to pay to Cede & Co. or registered
assigns,


 


the principal sum of [●] on December
18, 2029.


 


Interest Payment Dates: June 18 and December
18


 


Record Dates: Business Day immediately
preceding a related Interest Payment Date


 


Original Issuance Date: December 18, 2019


 


 





	Date:	 	 	
	 	 	 	 	 
	 	 	 	BANCOLOMBIA S.A.
	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:  
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	 	 	 
	This is one of the Notes referred to

in the within-mentioned Indenture:	 	 	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,

  as Trustee	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Authorized Signatory	 	 	 












 






    	 	A-1	 



     


    

 


[Back of Note]


4.625% Subordinated Notes due 2029


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)         
Interest. Bancolombia, a Colombian financial institution (the “Company”),
promises to pay interest on the principal amount of this Note at 4.625% per annum from December 18, 2019 to, but excluding, the
Reset Date. From and after the Reset Date to, but excluding, the date of maturity or earlier redemption date of this Note, this
Note will bear interest at a rate per annum on the outstanding principal amount thereof equal to the sum of (i) the Benchmark Reset
Rate on the Reset Date plus (ii) 294.4 basis points as calculated by the Company. The Company will pay interest semi-annually in
arrears on June 18 and December 18 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”), as set forth in Section 2.12 of the Indenture.


 


(2)        
Method of Payment. If a Holder has given wire transfer instructions
to the Company, copying the Trustee, at least ten Business Days prior to the applicable payment date, the Trustee will make all
payments on such Holder’s Notes by wire transfer of immediately available funds to the account specified in those instructions.
Otherwise, payments on the Notes will be made at the office or agency of the Paying Agent and Registrar for the Notes within the
City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses
set forth in the register of Holders.


 


(3)         
Paying Agent and Registrar. Initially, The Bank of New York Mellon,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.


 


(4)         
Indenture. The Company issued the Notes under an Indenture dated as
of December 18, 2019 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes
are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued
thereunder.


 


(5)         
Optional Redemption. 


 


The Notes
may not be redeemed prior to the Stated Maturity, except as set forth in Section 3.01 of the Indenture, and subject to the
procedures set forth in Section 3.02 of the Indenture.


 


(6)         
Mandatory Redemption.


 


The Company
is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)        
Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in minimum denominations of US$200,000 and integral multiples of US$1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture.


 






    	 	A-2	 



     


    

 


(8)         
Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.


 


(9)         
Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or
Event or Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of
a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect
or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption
of the Company’s obligations to Holders in case of a merger or consolidation, to add any applicable covenants, to surrender
any right or power under the Indenture conferred to the Company, not for the benefit of any Holder, to make any change that would
provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture
of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section
of the Company’s Prospectus Supplement dated December 10, 2019, relating to the initial offering of the Notes, to the extent
that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the
Indenture or the Notes, to provide for the acceptance of a successor trustee, to provide for the issuance of Additional Notes in
accordance with the limitations set forth in the Indenture.


 


(10)       
Defaults and Remedies. Events of Default include: (i) failure by the
Company to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for thirty
(30) days; (ii) failure by the Company to pay the principal on any of the Notes when it becomes due and payable, whether at Stated
Maturity or otherwise and the continuance of any such failure for seven days; (iii) the Company pursuant to or within the meaning
of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary
case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its assets, (D) makes a general assignment
for the benefit of its creditors or (E) a governmental intervention is declared with respect to the Company; or (iv) a court of
competent jurisdiction or relevant entity enters an order or decree under any Bankruptcy Law that (A) is for relief against the
Company as debtor in an involuntary case, (B) appoints a Custodian of the Company or a Custodian for all or substantially all of
the assets of the Company, or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect
for 60 days. If the Company fails to make payment of principal of or interest or Additional Amounts, if any, on the Notes (and,
in the case of payment of principal, such failure to pay continues for seven (7) days or, in the case of payment of interest or
Additional Amounts, such failure to pay continues for thirty (30) days), each Holder has the right to demand and collect under
the Indenture and the Company will pay to the Holders the applicable amount of such due and payable principal, accrued interest
and Additional Amounts, if any, on the Notes, provided, however, that to the extent that the SFC has adopted an Intervention
Measure in connection with the Company under the Colombian Bankruptcy Law, the Holders of the Notes would not be able to commence
independent collection proceedings to recover amounts owed. There is no right of acceleration in the case of a default in any
payment on the Notes (whether when due or otherwise) or the performance of any of the Company’s other obligations under the
Indenture or the Notes. Notwithstanding the immediately preceding sentence, the Holders shall have the right to accelerate
the payments due under the Notes upon the Company’s liquidation. Subject to the subordination provisions of the Notes, if
any Event of Default occurs and is continuing, the Trustee may pursue any available remedy (excluding acceleration, except as provided
herein) to collect the payment of principal and interest on the Notes or to enforce the performance of any provision under the
Indenture.


 






    	 	A-3	 



     


    




 


(11)       
Subordination. Payment of principal, interest and premium, if any,
on the Notes in the event of liquidation, is subordinated to the prior payment of Senior External Liabilities on the terms provided
in the Indenture.


 


(12)       
Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.


 


(13)       
No Recourse Against Others. A director, officer, employee, incorporator
or stockholder of the Company, as such, will not have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.


 


(14)        
Authentication. This Note will not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.


 


(15)       
Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(16)       
CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes. No representation
is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification
numbers placed thereon.


 


(17)       
GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY; PROVIDED, HOWEVER, THAT THE AUTHORIZATION AND EXECUTION OF THIS INDENTURE AND THE NOTES
BY THE COMPANY, AND ANY SUBORDINATION PROVISIONS IN THE NOTES, WILL BE GOVERNED BY THE LAWS OF COLOMBIA. THE QUALIFICATION OF THE
NOTES AS TIER TWO CAPITAL WILL BE DETERMINED PURSUANT TO APPLICABLE COLOMBIAN BANKING LAW AND REGULATIONS.


 






    	 	A-4	 



     


    

 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


Bancolombia S.A.


Carrera 48 No. 26-85, Avenida Los Industriales


Medellín, Colombia


Attention: Investor Relations


 






    	 	A-5	 



     


    

 


Assignment
Form


 


To assign this Note,
fill in the form below:


 





	(I) or (we) assign and transfer this Note to:	 	 
	 	 	(Insert assignee’s legal name)











 


 


(Insert assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


 


 


 


 


 (Print or type assignee’s
name, address and zip code)


  





	and irrevocably appoint	
	to transfer this Note on the books of the Company.  The agent may substitute another to act for him.







 










	Date:	 	 	 
	 	 	 	 
	 	 	 	Your Signature:	 
	 	 	 	(Sign exactly as your name appears on the face of this Note)







 


	Signature Guarantee*:	 	 		 



  


*       Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


  






    	 	A-6	 



     


    




 





	Date:	 	 	 
	 	 	 	 
	 	 	 	Your Signature:	 
	 	 	 	(Sign exactly as your name appears on the face of this Note)



 


	 	 	 	Tax Identification No.:	 


 


	Signature Guarantee*:	 	 		 



 


*       Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 






    	 	A-7	 



     


    




 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE *


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


  


	Date of Exchange	Amount of decrease in

 Principal Amount of 

this Global Note	Amount of increase in

 Principal Amount of 

this Global Note	Principal Amount of

 this Global Note

 following such

 decrease 

(or increase)	Signature of authorized

 officer of Trustee or

 Note Custodian
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  


		*	This schedule should be included only if the Note is issued in global form.



 






    	 	A-8