Unassociated Document


    
       

      Exhibit
4.2

       

    

    ECOPETROL
S.A.,

     

    Issuer

    


    to

    


    The Bank
of New York Mellon,

    


    Trustee

     

    
      

    

     

    INDENTURE

     

    
      
        

      

    

    


    Dated as
of July 23, 2009

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        


        Reconciliation
and tie between

        Trust
Indenture Act of 1939 (the “Trust Indenture Act”)

        and
Indenture

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          Trust Indenture Act Section

                                                        	 
      	
                                                          Indenture Section

                                                        
	 	 	 	 
	
                                                          §310(a)(1)

                                                        	 
      	
                                                          608

                                                        	 
	
                                                           (a)(2)

                                                        	 
      	
                                                          608

                                                        	 
	
                                                           (b)

                                                        	 
      	
                                                          609

                                                        	 
	
                                                          §312(a)

                                                        	 
      	
                                                          701

                                                        	 
	
                                                           (b)

                                                        	 
      	
                                                          702

                                                        	 
	
                                                           (c)

                                                        	 
      	
                                                          702

                                                        	 
	
                                                          §313(a)

                                                        	 
      	
                                                          703

                                                        	 
	
                                                           (b)(2)

                                                        	 
      	
                                                          703

                                                        	 
	
                                                           (c)

                                                        	 
      	
                                                          703

                                                        	 
	
                                                           (d)

                                                        	 
      	
                                                          703

                                                        	 
	
                                                          §314(a)

                                                        	 
      	
                                                          704

                                                        	 
	
                                                           (c)(1)

                                                        	 
      	
                                                          102

                                                        	 
	
                                                           (c)(2)

                                                        	 
      	
                                                          102

                                                        	 
	
                                                           (e)

                                                        	 
      	
                                                          102

                                                        	 
	
                                                           (f)

                                                        	 
      	
                                                          102

                                                        	 
	
                                                          §316(a)
      (last sentence)

                                                        	 
      	
                                                          101

                                                        	 
	
                                                           (a)(1)(A)

                                                        	 
      	
                                                          502,
      512

                                                        	 
	
                                                           (a)(1)(B)

                                                        	 
      	
                                                          513

                                                        	 
	
                                                           (b)

                                                        	 
      	
                                                          508

                                                        	 
	
                                                          §317(a)(1)

                                                        	 
      	
                                                          503

                                                        	 
	
                                                           (a)(2)

                                                        	 
      	
                                                          504

                                                        	 
	
                                                           (b)

                                                        	 
      	
                                                          1003

                                                        	 
	
                                                          §318(a)

                                                        	 
      	
                                                          108

                                                        	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE OF
CONTENTS

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                        
                                                                                                                                                                                                                          
                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    	 
      	 	 
      	 	
                                                                                                                                                                                                                                                                                            Page

                                                                                                                                                                                                                                                                                          
	 	 	 
	
                                                                                                                                                                                                                                                                                            ARTICLE
      ONE

                                                                                                                                                                                                                                                                                          
	 
      	 	 
      	 	 
      
	
                                                                                                                                                                                                                                                                                            Definitions
      and Other Provisions of General Application

                                                                                                                                                                                                                                                                                          
	 	 	 	 	 
	
                                                                                                                                                                                                                                                                                            Section
      101

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Definitions;
      Rules of Construction.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            1

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      102

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Compliance
      Certificates and Opinions.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            13

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      103

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Form
      of Documents Delivered to Trustee.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            14

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      104

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Acts
      of Holders.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            15

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      105

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Notices,
      etc. to Trustee and Company

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            16

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      106

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Notice
      to Holders of Securities; Waiver.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            16

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      107

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Language
      of Notices.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      108

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Conflict
      with Trust Indenture Act.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      109

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Effect
      of Headings and Table of Contents.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      110

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Successors
      and Assigns.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      111

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Separability
      Clause.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      112

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Benefits
      of Indenture.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            17

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      113

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Governing
      Law; Submission to Jurisdiction; Appointment of CSC; Sovereign Immunity
      Waiver.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            18

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      114

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Waiver
      of Jury Trial.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            19

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      115

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Legal
      Holidays.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            19

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      116

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Counterparts.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            19

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      117

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Judgment
      Currency.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            20

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      118

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            No
      Security Interest Created

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            20

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      119

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Limitation
      on Individual Liability

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            20

                                                                                                                                                                                                                                                                                          
	 	 	 
	
                                                                                                                                                                                                                                                                                            ARTICLE
      TWO

                                                                                                                                                                                                                                                                                          
	 
      	 	 
      
	
                                                                                                                                                                                                                                                                                            Securities
      Forms

                                                                                                                                                                                                                                                                                          
	 	 	 	 	 
	
                                                                                                                                                                                                                                                                                            Section
      201

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Forms
      Generally.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            20

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      202

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Form
      of Trustee’s Certificate of Authentication.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            21

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      203

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Securities
      in Global Form.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            22

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      204

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Restrictive
      Legends.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            22

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      205

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Special
      Transfer Provisions.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            24

                                                                                                                                                                                                                                                                                          
	 	 	 
	
                                                                                                                                                                                                                                                                                            ARTICLE
      THREE

                                                                                                                                                                                                                                                                                          
	 
      	 	 
      
	
                                                                                                                                                                                                                                                                                            The
      Securities

                                                                                                                                                                                                                                                                                          
	 	 	 	 	 
	
                                                                                                                                                                                                                                                                                            Section
      301

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Amount
      Unlimited; Issuable in Series.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            26

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      302

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Currency;
      Denominations.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            29

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      303

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Execution,
      Authentication, Delivery and Dating.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            30

                                                                                                                                                                                                                                                                                          
	
                                                                                                                                                                                                                                                                                            Section
      304

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            Temporary
      Securities.

                                                                                                                                                                                                                                                                                          	 	
                                                                                                                                                                                                                                                                                            31

                                                                                                                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                          

                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                	
                        Section
      305

                      	 	
                        Registration,
      Transfer and Exchange.

                      	 	
                        32

                      
	
                        Section
      306

                      	 	
                        Mutilated,
      Destroyed, Lost and Stolen Securities.

                      	 	
                        34

                      
	
                        Section
      307

                      	 	
                        Payment
      of Interest and Certain Additional Amounts; Rights to Interest and Certain
      Additional Amounts Preserved.

                      	 	
                        35

                      
	
                        Section
      308

                      	 	
                        Persons
      Deemed Owners.

                      	 	
                        37

                      
	
                        Section
      309

                      	 	
                        Cancellation.

                      	 	
                        37

                      
	
                        Section
      310

                      	 	
                        Computation
      of Interest.

                      	 	
                        37

                      
	
                        Section
      311

                      	 	
                        CUSIP
      Numbers.

                      	 	
                        37

                      
	 	 	 
	
                        ARTICLE
      FOUR

                      
	 
      	 	 
      
	
                        Satisfaction
      and Discharge of Indenture

                      
	 	 	 	 	 
	
                        Section
      401

                      	 	
                        Satisfaction
      and Discharge.

                      	 	
                        38

                      
	
                        Section
      402

                      	 	
                        Defeasance
      and Covenant Defeasance.

                      	 	
                        39

                      
	
                        Section
      403

                      	 	
                        Application
      of Trust Money.

                      	 	
                        43

                      
	 	 	 
	
                        ARTICLE
      FIVE

                      
	 
      	 	 
      
	
                        Remedies

                      
	 	 	 	 	 
	
                        Section
      501

                      	 	
                        Events
      of Default.

                      	 	
                        44

                      
	
                        Section
      502

                      	 	
                        Acceleration
      of Maturity; Rescission and Annulment.

                      	 	
                        46

                      
	
                        Section
      503

                      	 	
                        Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                      	 	
                        46

                      
	
                        Section
      504

                      	 	
                        Trustee
      May File Proofs of Claim.

                      	 	
                        47

                      
	
                        Section
      505

                      	 	
                        Trustee
      May Enforce Claims without Possession of Securities.

                      	 	
                        48

                      
	
                        Section
      506

                      	 	
                        Application
      of Money Collected.

                      	 	
                        48

                      
	
                        Section
      507

                      	 	
                        Limitations
      on Suits.

                      	 	
                        48

                      
	
                        Section
      508

                      	 	
                        Unconditional
      Right of Holders to Receive Principal and any Premium, Interest and
      Additional Amounts.

                      	 	
                        49

                      
	
                        Section
      509

                      	 	
                        Restoration
      of Rights and Remedies.

                      	 	
                        49

                      
	
                        Section
      510

                      	 	
                        Rights
      and Remedies Cumulative.

                      	 	
                        49

                      
	
                        Section
      511

                      	 	
                        Delay
      or Omission Not Waiver.

                      	 	
                        50

                      
	
                        Section
      512

                      	 	
                        Control
      by Holders of Securities.

                      	 	
                        50

                      
	
                        Section
      513

                      	 	
                        Waiver
      of Past Defaults.

                      	 	
                        50

                      
	
                        Section
      514

                      	 	
                        Waiver
      of Stay or Extension Laws.

                      	 	
                        51

                      
	
                        Section
      515

                      	 	
                        Undertaking
      for Costs.

                      	 	
                        51

                      
	 	 	 
	
                        ARTICLE
      SIX

                      
	 
      	 	 
      
	
                        The
      Trustee

                      
	 	 	 	 	 
	
                        Section
      601

                      	 	
                        Certain
      Duties and Responsibilities.

                      	 	
                        51

                      
	
                        Section
      602

                      	 	
                        Certain
      Rights of Trustee.

                      	 	
                        52

                      
	
                        Section
      603

                      	 	
                        Notice
      of Defaults.

                      	 	
                        54

                      
	
                        Section
      604

                      	 	
                        Not
      Responsible for Recitals or Issuance of Securities.

                      	 	
                        55

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	
                      Section
      605

                    	 	
                      May
      Hold Securities.

                    	 	
                      55

                    
	
                      Section
      606

                    	 	
                      Money
      Held in Trust.

                    	 	
                      55

                    
	
                      Section
      607

                    	 	
                      Compensation
      and Reimbursement.

                    	 	
                      55

                    
	
                      Section
      608

                    	 	
                      Corporate
      Trustee Required; Eligibility.

                    	 	
                      56

                    
	
                      Section
      609

                    	 	
                      Resignation
      and Removal; Appointment of Successor.

                    	 	
                      56

                    
	
                      Section
      610

                    	 	
                      Acceptance
      of Appointment by Successor.

                    	 	
                      58

                    
	
                      Section
      611

                    	 	
                      Merger,
      Conversion, Consolidation or Succession to Business.

                    	 	
                      59

                    
	
                      Section
      612

                    	 	
                      Appointment
      of Authenticating Agent.

                    	 	
                      60

                    
	
                      Section
      613

                    	 	
                      Appointment
      of Co-Trustee.

                    	 	
                      61

                    
	
                      Section
      614

                    	 	
                      Preferential
      Collection of Claims Against Company.

                    	 	
                      63

                    
	 	 	 
	
                      ARTICLE
      SEVEN

                    
	 
      	 	 
      
	
                      Holders
      Lists and Reports by Trustee and Company

                    
	 	 	 	 	 
	
                      Section
      701

                    	 	
                      Company
      to Furnish Trustee Names and Addresses of Holders.

                    	 	
                      63

                    
	
                      Section
      702

                    	 	
                      Preservation
      of Information; Communications to Holders.

                    	 	
                      63

                    
	
                      Section
      703

                    	 	
                      Reports
      by Trustee.

                    	 	
                      64

                    
	
                      Section
      704

                    	 	
                      Reports
      by Company; Rule 144A Information.

                    	 	
                      64

                    
	 	 	 
	
                      ARTICLE
      EIGHT

                    
	 
      	 	 
      	 	 
      
	
                      Consolidation,
      Merger and Sales

                    
	 	 	 	 	 
	
                      Section
      801

                    	 	
                      Company
      May Consolidate, Etc., Only on Certain Terms.

                    	 	
                      65

                    
	
                      Section
      802

                    	 	
                      Successor
      Person Substituted for Company.

                    	 	
                      66

                    
	 	 	 
	
                      ARTICLE
      NINE

                    
	 
      	 	 
      
	
                      Supplemental
      Indentures

                    
	 	 	 	 	 
	
                      Section
      901

                    	 	
                      Supplemental
      Indentures without Consent of Holders.

                    	 	
                      66

                    
	
                      Section
      902

                    	 	
                      Supplemental
      Indentures With Consent of Holders.

                    	 	
                      68

                    
	
                      Section
      903

                    	 	
                      Execution
      of Supplemental Indentures.

                    	 	
                      69

                    
	
                      Section
      904

                    	 	
                      Effect
      of Supplemental Indentures.

                    	 	
                      69

                    
	
                      Section
      905

                    	 	
                      Reference
      in Securities to Supplemental Indentures.

                    	 	
                      69

                    
	
                      Section
      906

                    	 	
                      Conformity
      with Trust Indenture Act.

                    	 	
                      69

                    
	
                      Section
      907

                    	 	
                      Notice
      of Supplemental Indenture.

                    	 	
                      69

                    
	 	 	 
	
                      ARTICLE
      TEN

                    
	 
      	 	 
      
	
                      Covenants

                    
	 	 	 	 	 
	
                      Section
      1001

                    	 	
                      Payment
      of Principal and Interest.

                    	 	
                      70

                    
	
                      Section
      1002

                    	 	
                      Maintenance
      of Corporate Existence.

                    	 	
                      70

                    
	
                      Section
      1003

                    	 	
                      Money
      for Securities Payments to Be Held in Trust.

                    	 	
                      70

                    
	
                      Section
      1004

                    	 	
                      Provision
      of Financial Statements and Reports.

                    	 	
                      71

                    


            

          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Section
      1005

                                  	 	
                                    Additional
      Amounts.

                                  	 	
                                    72

                                  
	
                                    Section
      1006

                                  	 	
                                    Limitation
      on Liens.

                                  	 	
                                    74

                                  
	
                                    Section
      1007

                                  	 	
                                    Repurchase
      of Securities upon a Change of Control Repurchase Event.

                                  	 	
                                    76

                                  
	
                                    Section
      1008

                                  	 	
                                    Statement
      by Officers as to Default and Notices of Events of
Default.

                                  	 	
                                    76

                                  
	
                                    Section
      1009

                                  	 	
                                    Company
      Statement as to Compliance; Notice of Certain Defaults.

                                  	 	
                                    76

                                  
	
                                    Section
      1010

                                  	 	
                                    Ranking.

                                  	 	
                                    77

                                  
	
                                    Section
      1011

                                  	 	
                                    Waiver
      of Certain Covenants.

                                  	 	
                                    77

                                  
	 	 	 
	
                                    ARTICLE
      ELEVEN

                                  
	 
      	 	 
      
	
                                    Redemption
      of Securities

                                  
	 	 	 	 	 
	
                                    Section
      1101

                                  	 	
                                    Applicability
      of Article.

                                  	 	
                                    77

                                  
	
                                    Section
      1102

                                  	 	
                                    Election
      to Redeem; Notice to Trustee.

                                  	 	
                                    77

                                  
	
                                    Section
      1103

                                  	 	
                                    Selection
      by Trustee of Securities to be Redeemed.

                                  	 	
                                    78

                                  
	
                                    Section
      1104

                                  	 	
                                    Notice
      of Redemption.

                                  	 	
                                    78

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Section
      1105

                              	 	
                                Deposit
      of Redemption Price.

                              	 	
                                79

                              
	
                                Section
      1106

                              	 	
                                Securities
      Payable on Redemption Date.

                              	 	
                                80

                              
	
                                Section
      1107

                              	 	
                                Securities
      Redeemed in Part.

                              	 	
                                80

                              
	
                                Section
      1108

                              	 	
                                Optional
      Redemption with “Make-Whole” Amount.

                              	 	
                                80

                              
	
                                Section
      1109

                              	 	
                                Withholding
      Tax Redemption.

                              	 	
                                81

                              
	 	 	 
	
                                ARTICLE
      TWELVE

                              
	 
      	 	 
      
	
                                [Intentionally
      Omitted]

                              
	 	 	 
	
                                ARTICLE
      THIRTEEN

                              
	 
      	 	 
      
	
                                Repayment
      at the Option of Holders

                              
	 	 	 	 	 
	
                                Section
      1301

                              	 	
                                Applicability
      of Article.

                              	 	
                                82

                              
	 	 	 
	
                                ARTICLE
      FOURTEEN

                              
	 
      	 	 
      
	
                                [Intentionally
      Omitted]

                              
	 	 	 
	
                                ARTICLE
      FIFTEEN

                              
	 
      	 	 
      
	
                                Meetings
      of Holders of Securities

                              
	 	 	 	 	 
	
                                Section
      1501

                              	 	
                                Purposes
      for Which Meetings May Be Called.

                              	 	
                                82

                              
	
                                Section
      1502

                              	 	
                                Call,
      Notice and Place of Meetings.

                              	 	
                                82

                              
	
                                Section
      1503

                              	 	
                                Persons
      Entitled to Vote at Meetings.

                              	 	
                                83

                              
	
                                Section
      1504

                              	 	
                                Quorum;
      Action.

                              	 	
                                83

                              
	
                                Section
      1505

                              	 	
                                Determination
      of Voting Rights; Conduct and Adjournment of Meetings.

                              	 	
                                84

                              
	
                                Section
      1506

                              	 	
                                Counting
      Votes and Recording Action of Meetings.

                              	 	
                                85

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    INDENTURE,
dated as of July 23, 2009 (the “Indenture”), between
ECOPETROL S.A., a mixed economy company (sociedad de economía mixta)
(hereinafter called the “Issuer” or the “Company”) duly
established and validly existing under the laws of the Republic of Colombia
(“Colombia”),
having its principal executive office located at Carrera 7 No. 37 – 69, Bogotá,
D.C. – Colombia and The Bank of New York Mellon, a New York banking corporation
(hereinafter called the “Trustee”), having its
Corporate Trust Office located at 101 Barclay Street, New York, New York
10286.

     

    RECITALS

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior unsecured debentures,
notes or other evidences of Indebtedness (hereinafter called the “Securities”),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided.

     

    The
Company has duly authorized the execution and delivery of this
Indenture.  All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder that are required to be part of this Indenture and, to
the extent applicable, shall be governed by such provisions.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders (as herein defined) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof as follows:

     

    ARTICLE
ONE

     

    Definitions
and Other Provisions of General Application

     

    
      Section
101          Definitions;
Rules of Construction.

    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:

     

    (1)      the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;

     

    (2)      all
other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (3)      except
as otherwise indicated, all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with Colombian Government Entity
GAAP;

     

    (4)      the
words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision;

     

    (5)      the
word “or” is always used inclusively (for example, the phrase “A or B” means “A
or B or both”, not “either A or B but not both”);

     

    (6)      provisions
apply to successive events and transactions;

     

    (7)      the
masculine gender includes the feminine and the neuter; and

     

    (8)      references
to agreements and other instruments include subsequent amendments
thereto.

     

    Certain
terms used principally in certain Articles hereof are defined in those
Articles.

     

    “Act”, when used with respect
to any Holders, has the meaning specified in Section 104.

     

    “Additional Amounts” has the
meaning specified in Section 1005.

     

    “Affiliate” means, as applied
to any Person, any other Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with, such Person.  For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling”, “controlled by” and “under common control with”), as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

     

    “Agent
Members” means members of,
or participants in, the Depositary.

     

    “Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 612 to act on
behalf of the Trustee to authenticate Securities of one or more
series.

     

    “Authorized Newspaper” means a
newspaper, in an official language of the place of publication or in the English
language, customarily published on each day that is a Business Day in the place
of publication, whether or not published on days that are Legal Holidays in the
place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such
place.  Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on any day that is a Business Day in the place of
publication.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Bankruptcy Law” means (a)
Colombian Law 550 of 1999 and Law 1116 of 2006, or the equivalent laws that may
replace them in the future, and (b) any bankruptcy, insolvency or debtor relief
statute, law or decree of the United States of America or any other jurisdiction
where the Company has (i) assets that account for 10% or more of Consolidated
Total Assets or (ii) as of the date of determination, operations that account
for 10% or more of the Company’s consolidated revenues based on its most recent
consolidated balance sheet prepared in accordance with Colombian Government
Entity GAAP.

     

    “Board of Directors” means the
Board of Directors of the Company or any executive committee thereof, if duly
authorized by the Board of Directors and under Colombian law to act with respect
to this Indenture.

     

    “Board Resolution” means a
copy of one or more resolutions, certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification, delivered to
the Trustee.

     

    “Business Day” means, unless
otherwise specified with respect to any Securities pursuant to Section 301,
any day other than a Saturday, Sunday or other day on which banking institutions
in the City of New York or other location are authorized or obligated by law,
regulation or executive order to close.

     

    “Capitalized Lease Obligation”
of any Person means any obligation of such Person to pay rent or other amounts
under a lease with respect to any property (whether real, personal or mixed)
acquired or leased (other than leases for transponders) by such Person and used
in its business that is required to be accounted for as a liability on the
balance sheet of such Person in accordance with Colombian Government Entity GAAP
and the amount of such Capitalized Lease Obligation shall be the amount so
required to be accounted for as a liability.

     

    “Change of Control” means an
event or series of events that results in (i) the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d) of the Securities and Exchange Act of 1934, as amended), (ii) the adoption
of a plan relating to the liquidation or dissolution of the Company or (iii) the
Republic of Colombia ceasing to be the beneficial owner, directly or indirectly,
of a majority in the aggregate of the total voting power of the Voting Stock of
the Company.

     

    “Change of Control Repurchase
Event” means the occurrence of both a Change of Control and a Rating
Downgrade Event.

     

    “Colombian Government Entity
GAAP” means accounting principles for Colombian state-owned entities
issued by the National Accounting Office (Contaduría General de la
Nación) and other applicable legal provisions in effect from time to
time.

     

    “Commission” means the
U.S. Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Common Stock” includes any
stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company.

     

    “Company” means the Person
named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person, and
any other obligor upon the Securities.

     

    “Company Request” and “Company Order” mean,
respectively, a written request or order, as the case may be, signed in the name
of the Company by the President, the General Secretary or the Financial Vice
President of the Company, or by such officers of the Company as indicated in
writing by the President or General Secretary of the Company, and delivered to
the Trustee.

     

    “Comparable Treasury Issue”
means the United States Treasury security or securities selected by an
Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of such Securities.

     

    “Comparable Treasury Price”
means, with respect to any Redemption Date (1) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotation or (2) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.

     

    “Consolidated Total Assets”
means, at any date, the total amount of assets of the Company, as of the end of
the last period preceding such date for which a balance sheet is prepared and
published in accordance with applicable law, on a consolidated basis as
determined in accordance with Colombian Government Entity GAAP

     

    “Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the
country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit or
composite currency for the purposes for which it was established.

     

    “Corporate Trust Office” means
the principal corporate trust office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date of original execution of this Indenture is located at 101 Barclay Street, 4
East, New York, New York 10286, Attention: Corporate Trust Administration —
Global Finance Office or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principle
corporate trust office of any successor Trustee (or such other address as a
successor Trustee may designate from time to time by notice to the Holders and
to the Company).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Corporation” includes
corporations and limited liability companies and, except for purposes of
Article Eight, associations, companies (other than limited liability
companies) and business trusts.

     

    “Currency”, with respect to
any payment, deposit or other transfer in respect of the principal of or any
premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such
payment, deposit or other transfer is required to be made by or pursuant to the
terms hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

     

    “CUSIP number” means the
alphanumeric designation assigned to a Security by Standard & Poor’s
Corporation, CUSIP Service Bureau.

     

    “Defaulted Interest” has the
meaning specified in Section 307.

     

    “Depository” means, with
respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as depository by the Company in or pursuant to
this indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Exchange Act and, if so
provided with respect to any Security, any successor to such
Person.  If at any time there is more than one such Person,
“Depository” shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

     

    “denomination currency” has
the meaning specified in Section 117.

     

    “Dollars” or “US$” means a dollar or other
equivalent unit of legal tender for payment of public or private debts in the
United States of America.

     

    “Event of Default” has the
meaning specified in Section 501.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor thereto, in each
case as amended from time to time.

     

    “Exchange
Securities” means any
securities of the Company containing terms identical to the Securities (except
that such Exchange Securities (i) will be registered under the Securities
Act, (ii) will not provide for an increase in the rate of interest (other
than with respect to overdue amounts) and (iii) will not contain terms
with respect to transfer restrictions) that are issued and exchanged for
such Securities pursuant to the Registration Rights Agreement and this
Indenture.

     

    “External Indebtedness” means
Indebtedness other than Internal Indebtedness.

     

    “fair market value” means,
with respect to any asset or property, the price which could be negotiated in an
arm’s-length transaction, for cash, between an informed and willing seller under
no compulsion to sell and an informed and willing buyer under no compulsion to
buy.  Fair market value shall be determined by the Board of Directors
of the Company, acting in good faith and evidenced by a resolution delivered to
the Trustee.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Fitch” means Fitch Ratings
Ltd., and its successors.

     

    “Foreign Currency” means any
currency, currency unit or composite currency, including, without limitation,
the euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

     

    “Government Obligations” means
securities which are (i) direct obligations of the United States of America
or the other government or governments in the confederation which issued the
Foreign Currency in which the principal of or any premium or interest on any
Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of the United States or such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such other
government or governments, in each case where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government or governments, and
which, in the case of (i) or (ii), are not callable or redeemable at the
option of the issuer or issuers thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or
other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of or other amount with respect
to the Government Obligation evidenced by such depository receipt.

     

    “Holder”, in the case of any
Registered Security, means the Person in whose name such Security is registered
in the Security Register.

     

    “Indebtedness” of any Person
means, without duplication:

     

    (1) any
indebtedness of such Person (i) for borrowed money or (ii) evidenced by a note,
debenture or similar instrument (including a purchase money obligation) given in
connection with the acquisition of any property or assets, including
securities;

     

    (2) any
guarantee by such Person of any indebtedness of others described in the
preceding clause (1); and

     

    (3) any
amendment, renewal, extension or refunding of any such indebtedness or
guarantee.

     

    “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the
Company.

     

    “Indenture” means this
instrument as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security, by the terms and provisions
of such Security established pursuant to Section 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof); provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of those particular series of Securities for which such Person is Trustee
established pursuant to Section 301, exclusive, however, of any provisions
or terms which relate solely to other series of Securities for which such Person
is not Trustee, regardless of when such terms or provisions were
adopted.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Independent Public
Accountants” means accountants or a firm of accountants that, with
respect to the Company and any other obligor under the Securities, are
independent public accountants within the meaning of the Securities Act and the
rules and regulations promulgated by the Commission thereunder, who may be the
independent public accountants regularly retained by the Company or who may be
other independent public accountants.  Such accountants or firm shall
be entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to this Indenture or certificates required to be provided
hereunder.

     

    “Indexed Security” means a
Security the terms of which provide that the principal amount thereof payable at
Stated Maturity may be more or less than the principal face amount thereof at
original issuance.

     

    “Interest Payment Date”, with
respect to any Security, means the Stated Maturity of an installment of interest
on such Security.

     

    “Internal Indebtedness” means
any Indebtedness payable to Colombian residents in Colombian pesos.

     

    “Judgment Currency” has the
meaning specified in Section 117.

     

    “Legal Holidays” has the
meaning specified in Section 115.

     

    “Lien” means any mortgage,
pledge, lien, hypothecation, security interest or other charge or encumbrance on
any property or asset including, without limitation, any equivalent created or
arising under applicable law.

     

    “Make-Whole Amount” has the
meaning specified in Section 1108.

     

    “Material Subsidiary” means a
Subsidiary of the Company which on any given date of determination accounts for
more than 10% of the Company’s Consolidated Total Assets.

     

    “Maturity”, with respect to
any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as provided in or pursuant to
this Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Moody’s” means Moody’s
Investors Service, Inc., and its successors.

     

    “Offer to Purchase” means an
offer by the Company to purchase Securities from the Holders after a Change of
Control Repurchase Event as required by Section 1007, which shall be
commenced by mailing a notice to the Trustee and each Holder that, unless
otherwise required by applicable law, shall state: (i) the covenant
pursuant to which the offer is being made and that all Securities validly
tendered will be accepted for payment on a pro rata basis; (ii) the
purchase price and the date of purchase (which shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice
is mailed) (the “Payment Date”);
(iii) that any Security not tendered will continue to accrue interest
pursuant to its terms; (iv) that, unless the Company defaults in the
payment of the purchase price, any Security accepted for payment pursuant to the
Offer to Purchase shall cease to accrue interest on and after the Payment Date;
(v) that Holders electing to have a Security purchased pursuant to the
Offer to Purchase will be required to surrender the Security, together with the
form entitled “Option of the Holder to Elect Purchase” on the reverse side
thereof completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the Business Day immediately preceding the
Payment Date; (vi) that Holders will be entitled to withdraw their election
if the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Securities delivered for purchase and a statement that such Holder is
withdrawing his or her election to have such Securities purchased; and
(vii) that Holders whose Securities are being purchased only in part will
be issued new Securities equal in principal amount to the unpurchased portion
thereof surrendered; provided that each Security
purchased and each new Security issued shall be in a principal amount of
US$1,000 or integral multiples thereof.  On the Payment Date, the
Company shall (i) accept for payment on a pro rata basis Securities or
portions thereof tendered pursuant to an Offer to Purchase; (ii) deposit
with the Paying Agent money sufficient to pay the purchase price of all
Securities or portions thereof so accepted; and (iii) deliver, or cause to
be delivered, to the Trustee all the Securities or portions thereof accepted for
payment by the Company.  The Paying Agent shall promptly mail to the
Holders of Securities so accepted, payment in an amount equal to the purchase
price, and the Trustee shall promptly authenticate and mail to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered.  The Company will publicly announce the results
of an Offer to Purchase as soon as practicable after the Payment
Date.  The Trustee shall act as the Paying Agent for an Offer to
Purchase.  The Company will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable, in the event that the Company
is required to repurchase Securities pursuant to an Offer to
Purchase.

     

    “Office” or “Agency”, with respect to any
Securities the Corporate Trust Office of the Trustee.

     

    “Officer’s Certificate” means
a certificate signed by the President, the General Secretary or the Financial
Vice President of the Company, or by such officers of the Company as indicated
in writing by the President or General Secretary of the Company, that, if
applicable, complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

     

    
      
        
        

      

      
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    “Offshore Global
Securities” has the
meaning specified in Section 201.

     

    “Offshore Physical
Securities” has the
meaning specified in Section 201.

     

    “Opinion of Counsel” means a
written opinion of counsel, who may be an employee of or counsel for the Company
or other counsel who shall be reasonably acceptable to the Trustee, that, if
required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.

     

    “Original Issue Discount
Security” means a Security issued pursuant to this Indenture which
provides, at any time prior to the final Stated Maturity of such Security, for
declaration of an amount less than the principal face amount thereof to be due
and payable upon acceleration pursuant to Section 502.

     

    “Outstanding”, when used with
respect to any Securities, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture,
except:

     

    (a) any
such Security theretofore cancelled by the Trustee or the Security Registrar or
delivered to the Trustee or the Security Registrar for
cancellation;

     

    (b) any
such Security for whose payment at the Maturity thereof money in the necessary
amount has been theretofore deposited pursuant hereto (other than pursuant to
Section 402) with the Trustee or any Paying Agent (other than, the Company)
in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities, provided
that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made;

     

    (c) any
such Security with respect to which the Company has effected defeasance or
covenant defeasance pursuant to the terms hereof, except to the extent provided
in Section 402;

     

    (d) any
such Security which has been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, unless there shall have been presented to the
Trustee proof satisfactory to it that such Security is held by a protected
purchaser in whose hands such Security is a valid obligation of the Company;
and

     

    (e) any
such Security converted or exchanged as contemplated by this Indenture into
Common Stock or other securities, cash or other property, if the terms of such
Security provide for such conversion or exchange pursuant to
Section 301;

     

    
      
        
        

      

      
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    provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for quorum
purposes, (i) the principal amount of an Original Issue Discount Security
that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the principal
thereof that pursuant to the terms of such Original Issue Discount Security
would be declared (or shall have been declared to be) due and payable upon a
declaration of acceleration thereof pursuant to Section 502 at the time of
such determination, and (ii) the principal amount of any Indexed Security
that may be counted in making such determination and that shall be deemed
Outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided in or pursuant
to this indenture, and (iii) the principal amount of a Security denominated
in a Foreign Currency shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in
(i) above) of such Security, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor, shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so
disregarded.  Securities so owned which shall have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee’s right so to act with respect
to such Securities and (B) that the pledgee is not the Company or any other
obligor upon the Securities or an Affiliate of the Company or such other
obligor.

     

    “Paying Agent” means any
Person authorized by the Company to pay the principal of, or any premium or
interest on, or any Additional Amounts with respect to, any Security on behalf
of the Company.

     

    “Permitted Liens” has the
meaning specified in Section 1006.

     

    “Person” means any individual,
corporation, partnership, limited liability company, association, trust or any
other entity or organization, including a government or political subdivision or
any agency or instrumentality thereof.

     

    “Place of Payment”, with
respect to any Security, means the place or places where the principal of, or
any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such
Security.

     

    “Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same Indebtedness as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or
stolen Security shall be deemed to evidence the same Indebtedness as the lost,
destroyed, mutilated or stolen Security.

     

    “Private Placement
Legend” means the legend
initially set forth on the Securities in the form set forth in Section
204.

     

    “QIB” means a “qualified
institutional buyer” as defined in Rule 144A.

     

    
      
        
        

      

      
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    “Rating Agency” means (1) each
of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities
publicly available for reasons outside of our control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by the Company as a replacement agency for
Fitch, Moody’s or S&P, as the case may be.

     

    “Rating Downgrade Event” means
the rating on the Securities is lowered from their rating then in effect by any
of the Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of a Change of Control (which
period shall be extended so long as the rating of the Securities is under
publicly announced consideration for possible downgrade by any of the Rating
Agencies).

     

    “Redemption Date”, with
respect to any Security or portion thereof to be redeemed, means each date fixed
for such redemption by or pursuant to this Indenture or such
Security.

     

    “Redemption Price” means, with
respect to any Security or portion thereof to be redeemed, the price at which it
is to be redeemed as determined by or pursuant to this Indenture or such
Security.

     

    “Reference Treasury Dealer”
means J.P. Morgan Securities Inc., Barclays Capital Inc. or their affiliates
which are primary United States government securities dealers and two other
leading primary United States government securities dealers in New York City
reasonably designated by the Company; provided, however, that if any of the
foregoing shall cease to be a primary United States government securities dealer
in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefore another Primary Treasury
Dealer.

     

    “Reference Treasury Dealer
Quotation” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Company by such Reference
Treasury Dealer at 3:30 pm New York time on the third business day preceding
such Redemption Date.

     

    “Registered Security” means
any Security in registered form established pursuant to Section 201 which
is registered in the Security Register.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement dated as of July 23,
2009, among the Company, Barclays Capital Inc. and J.P. Morgan Securities
Inc.

     

    “Regular Record Date” for the
interest payable on any Registered Security on any Interest Payment Date
therefor means the date, if any, specified in or pursuant to this Indenture or
such Security as the “Regular Record Date”.

     

    “Regulation
S” means Regulation S under
the Securities Act.

     

    “Relevant Date” means, in
respect of any payment, the date on which such payment first becomes due but, if
the full amount of the moneys payable has not been received by the Trustee on or
prior to such due date, it means the date on which the full amount of such
moneys is received and notice to that effect is duly given to the Holders in
accordance with the provisions contained in this Indenture.

     

    
      
        
        

      

      
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    “Responsible Officer” shall
mean when used with respect to the Trustee (a) any officer within the
corporate trust department of the Trustee having direct responsibility for the
administration of this Indenture or any other officer of the Trustee to whom any
corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and (b) who shall have direct
responsibility for the administration of this Indenture.

     

    “Restricted
Period” means the 40-day
restricted period as defined in Regulation S.

     

    “Rule
144A” means Rule 144A under
the Securities Act.

     

    “S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors.

     

    “Securities
Act” means the United
States Securities Act of 1933, as amended.

     

    “Security” or “Securities” means any note or
notes, bond or bonds, debenture or debentures, or any other evidences of
Indebtedness, as the case may be, authenticated and delivered under this
Indenture; provided,
however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
“Securities”, with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not
Trustee.  For all
purposes of this Indenture in connection with the initial series of
Securities, “Securities” will
include any Exchange Securities to be issued and exchanged for any Securities
pursuant to the Registration Rights Agreement and this Indenture and, for
purposes of this Indenture, all Securities and related Exchange Securities shall
vote together as one series of Securities under this
Indenture.

     

    “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.

     

    “Special Record Date” for the
payment of any Defaulted Interest on any Registered Security means a date fixed
by the Trustee pursuant to Section 307.

     

    “Stated Maturity”, with
respect to any Security or any installment of principal thereof or interest
thereon or any Additional Amounts with respect thereto, means the date
established by or pursuant to this Indenture or such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable.

     

    “Subsidiary” means any
corporation, association, limited liability company, partnership or other
business entity of which a majority of the total voting power of the capital
stock or other interests (including partnership interests) entitled (without
regard to the incurrence of a contingency) to vote in the election of directors,
managers, or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) the Company, (ii) the Company and one or more of
its Subsidiaries or (iii) one or more Subsidiaries of the
Company.

     

    
      
        
        

      

      
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    “Taxes” has the meaning
specified in Section 1005.

     

    “Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolated maturity (on a day count basis) of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.

     

    “Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, and any reference herein to the
Trust Indenture Act or a particular provision thereof shall mean such Act or
provision, as the case may be, as amended or replaced from time to time or as
supplemented from time to time by rules or regulations adopted by the Commission
under or in furtherance of the purposes of such Act or provision, as the case
may be.

     

    “Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such with respect to one or more series of
Securities pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean each Person who is then a Trustee hereunder;
provided, however, that if at any time
there is more than one such Person, “Trustee” shall mean each such Person and as
used with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series.

     

    “United States”, except as
otherwise provided in or pursuant to this Indenture or any Security, means the
United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its
jurisdiction.

     

    “U.S. Global
Securities” has the
meaning specified in Section 201.

     

    “U.S. Physical
Securities” has the
meaning specified in Section 201.

     

    “Vice President”, when used
with respect to the Company or the Trustee, means any vice president, whether or
not designated by a number or a word or words added before or after the
title ”Vice President”.

     

    “Voting Stock” means, with
respect to any Person, capital stock of any class or kind ordinarily having
power to vote for the election of directors, managers or other voting members of
the governing body of such Person.

     

    “Wholly Owned” means, with
respect to any corporate entity, any Person of which 100% of the outstanding
capital stock (other than qualifying shares, if any) having by its terms
ordinary voting power (not dependent on the happening of a contingency) to elect
the board of directors (or equivalent controlling governing body) of that
Person, is at the time owned or controlled directly or indirectly by that
corporate entity, by one or more wholly-owned Subsidiaries of that corporate
entity or by that corporate entity and one or more wholly-owned
Subsidiaries.

     

    
      
        
        

      

      
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      Section
102          Compliance
Certificates and Opinions.

    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
or covenant provided for in this Indenture shall include:

     

    (1)    a
statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto;

     

    (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 each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such condition or covenant has been
complied with; and

     

    (4)    a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

     

    
      Section
103          Form
of Documents Delivered to Trustee.

    

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the opinion with respect
to the matters upon which his certificate or opinion is based is
erroneous.  Any such Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

     

    Where any
Person is required to make, give or execute two or more applications, requests,
consents certificates, statements, opinions or other instruments under this
Indenture or any Security, they may, but need not, be consolidated and form one
instrument.

     

    
      
        
        

      

      
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      Section
104          Acts
of Holders.

    

     

    (1)     Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments or so voting at any such
meeting.  Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 315
of the Trust Indenture Act) conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the manner provided in
this Section.  The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.

     

    Without
limiting the generality of this Section 104, unless otherwise provided in
or pursuant to this Indenture, a Holder, including a Depository that is a Holder
of a global Security, may make, give or take, by a proxy or proxies, duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture or the
Securities to be made, given or taken by Holders, and a Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such Depository’s
standing instructions and customary practices.

     

    The
Trustee shall fix a record date for the purpose of determining the Persons who
are beneficial owners of interest in any permanent global Security held by a
Depository entitled under the procedures of such Depository to make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders.  If
such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after such
record date.  No such request, demand, authorization, direction,
notice, consent, waiver or other Act shall be valid or effective if made, given
or taken more than 90 days after such record date.

     

    (2)     The
fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 104 may be proved in any reasonable manner
which the Trustee deems sufficient and in accordance with such reasonable rules
as the Trustee may determine; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this
Section.

     

    (3)     The
ownership, principal amount and serial numbers of Registered Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, shall be proved by the Security Register.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (4)     If
the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may at its option (but is not obligated to), by Officer’s
Certificate, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act.  If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose of determining whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders of Registered Securities shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

     

    (5)     Any
request, demand, authorization, direction, notice, consent, waiver or other Act
by the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.

     

    
      Section
105          Notices,
etc. to Trustee and Company

    

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made
on, given or furnished to, or filed with,

     

    (1)     the
Trustee by any Holder or the Company shall be sufficient for every purpose
hereunder if made, givers, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office or

     

    (2)     the
Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to the attention of its
Chief Financial Officer at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company.

     

    
      Section
106          Notice
to Holders of Securities; Waiver.

    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of any event, such notice
shall be sufficiently given to Holders of Registered Securities if in writing
and mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.

     

    
      
        
        

      

      
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    In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities.  Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given or provided.  In the case by reason
of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

     

    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 of Securities 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.

     

    
      Section
107          Language
of Notices.

    

     

    Any
request, demand, authorization, direction, notice, consent, election or waiver
required or permitted under this Indenture shall be in the English language,
except that, if the Company so elects, any published notice may be in an
official language of the country of publication.

     

    
      Section
108          Conflict
with Trust Indenture Act.

    

     

    If any
provision hereof limits, qualifies, or conflicts with any duties under any
required provision of the Trust Indenture Act, such required provision shall
control.

     

    
      Section
109          Effect
of Headings and Table of Contents.

    

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    
      Section
110          Successors
and Assigns.

    

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    
      Section
111          Separability
Clause.

    

     

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

     

    
      Section
112          Benefits
of Indenture.

    

     

    Nothing
in this Indenture or any Security, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

    
      
        
        

      

      
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      Section
113          Governing
Law; Submission to Jurisdiction; Appointment of CSC; Sovereign Immunity
Waiver.

    

     

    This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York except that the laws of Colombia will
govern all matters relating to authorization and execution of this Indenture and
the Securities by the Company.

     

    Each of
the Trustee and the Company irrevocably consents and agrees that any legal
action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or based on this Indenture may be
brought in any United States federal or state court in the State of New York,
County of New York.

     

    The
Company designates, appoints, and empowers Corporation Service Company with
offices currently at 1133 Avenue of the Americas, Suite 3100, New York, New York
10036, as its designee, appointee and agent to receive and accept for and on its
behalf, and its properties, assets and revenues, service of any and all legal
process, summons, notices and documents that may be served in any action, suit
or proceeding brought against any of the Company in any such United States
federal or state court with respect to its obligations, liabilities or any other
matter arising out of or in connection with this Indenture and that may be made
on such designee, appointee and agent in accordance with legal procedures
prescribed for such courts.  If for any reason such designee,
appointee and agent hereunder shall cease to be available to act as such, the
Company agrees to designate a new designee, appointee and agent in The City of
New York on the terms and for the purposes of this Section 113 reasonably
satisfactory to the Trustee.  The Company further hereby irrevocably
consents and agrees to the service of any and all legal process, summons,
notices and documents in any such action, suit or proceeding against the Company
by serving a copy thereof upon the relevant agent for service of process
referred to in this Section 113 (whether or not the appointment of such
agent shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service).  The Company agrees that the failure of any
such designee, appointee and agent to give any notice of such service to them
shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.  Each of
the parties irrevocably and unconditionally waives, to the fullest extent
permitted by law, any objection that they may now or hereafter have to the
laying of venue of any of the aforesaid actions, suits or proceedings arising
out of or in connection with this Indenture brought in the federal courts
located in The City of New York or the courts of the State of New York located
in The County of New York and hereby further irrevocably and unconditionally
waives and agrees, to the fullest extent permitted by law, not to plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
Company irrevocably waives any immunity (including sovereign immunity) from
suit, action, proceeding or jurisdiction to which it might otherwise be entitled
in any such suit, action or proceeding in any U.S. federal or New York State
court in the Borough of Manhattan, The City of New York, or in any competent
court in Colombia; except as provided under Article 177 of the Código Contencioso
Administrativo and Article 684 of the Código de Procedimiento Civil of
Colombia, the revenues, assets and property of the Company located in
Colombia are not subject to execution, set-off or attachment. In addition, to
the extent that the Company or any of its revenues, assets or properties shall
be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien,
attachment or any similar right or remedy, and to the extent that there shall be
attributed, in any jurisdiction, such an immunity, the Company hereby
irrevocably agrees not to claim and irrevocably waives such immunity to the
fullest extent permitted by the laws of such jurisdiction with respect to any
claim, suit, action, proceeding, right or remedy arising out of or in connection
with the Indenture and the Securities. The Company reserves the right to plead
sovereign immunity under the United States Foreign Sovereign Immunities Act of
1976 with respect to any action brought against it under the United States
federal securities laws or any state securities laws.

     

    
      Section
114          Waiver
of Jury Trial.

    

     

    EACH OF
TRUSTEE AND THE COMPANY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
INDENTURE.  THE TRUSTEE AND THE COMPANY ACKNOWLEDGE THAT EACH HAS
RELIED ON THE WAIVER IN ENTERING INTO THIS INDENTURE AND THAT EACH WILL CONTINUE
TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS IN CONNECTION WITH THIS
INDENTURE.  THE TRUSTEE AND THE COMPANY WARRANT AND REPRESENT THAT
EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.

     

    
      Section
115          Legal
Holidays.

    

     

    Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of any
Security, or the last date on which a Holder has the right to convert or
exchange Securities of a series that are convertible or exchangeable, shall not
be a Business Day (a “Legal Holiday”) at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or any Security other than a provision in any Security that
specifically states that such provision shall apply in lieu hereof) payment need
not be made at such Place of Payment on such date, and such Securities need not
be converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Stated Maturity, Maturity or last day for conversion or exchange,
as the case may be, to the next succeeding Business Day.

     

    
      Section
116          Counterparts.

    

     

    This
Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.

     

    
      
        
        

      

      
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      Section
117          Judgment
Currency.

    

     

    The
Company agrees that if a judgment or order made by any court for the payment of
any amount in respect of any Securities is expressed in a currency (the “judgment currency”)
other than U.S. Dollars (the “denomination
currency”), 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 this 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 in respect of the relevant Security or under any judgment or order
described above.

     

    
      Section
118          No
Security Interest Created

    

     

    Subject
to the provisions of Section 1006, nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now
or hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.

     

    
      Section
119          Limitation
on Individual Liability

    

     

    No
recourse for the payment of the principal of, premium, if any, or interest on
any of the Securities or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture, or in any of the Securities or because of the
creation of any Indebtedness represented thereby, shall be had against any
shareholder, officer, director, employee or controlling person of the Company or
of any successor thereof.

     

    ARTICLE
TWO

    Securities
Forms

     

    
      Section
201          Forms
Generally.

    

     

    Each
Registered Security and temporary or permanent global Security issued pursuant
to this Indenture shall be in the form established by or pursuant to an
Officer’s Certificate or established in one or more indentures supplemental
hereto, shall have such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by or pursuant to this Indenture
or any indenture supplemental hereto and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security as
evidenced by their execution of such Security.

     

    Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without coupons and shall not be
issuable upon the exercise of warrants.

     

    
      
        
        

      

      
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    Definitive
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved
borders or may be produced in any other manner, all as determined by the
officers of the Company executing such Securities, as evidenced by their
execution of such Securities.

     

    Securities
offered and sold in reliance on Rule 144A shall be issued in the form of one or
more permanent global Securities in registered form, substantially in the form
set forth in Exhibit A (the “U.S. Global
Securities”), deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate principal amount of the U.S.
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depository or its
nominee, as provided in this Indenture.

     

    Securities
offered and sold in offshore transactions in reliance on Regulation S shall be
issued initially in the form of one or more global Securities in registered form
substantially in the form set forth in Exhibit A (the “Offshore Global
Securities”), registered in the name of the nominee of the Depository,
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount of the Offshore Global
Securities may from time to time be increased or decreased by adjustments made
in the records of the Trustee, as custodian for the Depository or its nominee,
as herein provided.

     

    Securities
issued pursuant to Section 305 in exchange for interests in the U.S. Global
Securities shall be in the form of permanent certificated Securities in
registered form in substantially the form set forth in Exhibit A (the “U.S. Physical
Securities”).  Securities issued pursuant to Section 305 in
exchange for interests in Offshore Global Securities shall be in the form of
permanent certificated Securities in registered form in substantially the form
set forth in Exhibit A (the “Offshore Physical
Securities”).

     

    Unless
otherwise provided pursuant to an Officer’s Certificate, the form of Securities
will be as provided in Exhibit A hereto.

     

    Section
202          Form of Trustee’s
Certificate of Authentication.

     

    Subject
to Section 612, the Trustee’s certificate of authentication shall be in
substantially the following form:

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    
      
        
          
            
              	
                      THE
      BANK OF NEW YORK MELLON, as

                      Trustee

                    	 
	 	 
	
                      By

                    	
                        

                    	 
	 
      	
                      Authorized
      Signatory

                    	 


            

          

        

      

    

     

    
      
         


      

      
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    Section
203          Securities in Global
Form.

     

    Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall not be issuable in temporary or permanent global
form.  If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges.  Any endorsement of any Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders, of Outstanding Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified therein or in
the Company Order to be delivered pursuant to Section 303 or
Section 304 with respect thereto.  Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver
and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order.  If a Company Order pursuant to
Section 303 or Section 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing but need not be accompanied by or contained in an Officer’s
Certificate and need not be accompanied by an Opinion of Counsel.

     

    Notwithstanding
the provisions of Section 307, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and
interest on, and any Additional Amounts in respect of, any Security in temporary
or permanent global form shall be made to the Person or Persons specified
therein.

     

    Notwithstanding
the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities as
is represented by a global Security, in the case of a global Security in
registered form, the Holder of such global Security in registered
form.

     

    Section
204          Restrictive
Legends.

     

    (1)        Unless
and until a Security offered under Rule 144A is exchanged for an Exchange
Security in connection with an effective registration statement pursuant to the
Registration Rights Agreement, the U.S. Global Securities and each U.S. Physical
Security shall bear the legend set forth below on the face
thereof:


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    THE
SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES
LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO
RULE 903 OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A)(I) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH
RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED
STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.

     

    (2)        Unless
and until a Security is exchanged for an Exchange Security in connection with an
effective registration statement pursuant to the Registration Rights Agreement,
the Offshore Global Security and each Offshore Physical Security shall bear the
legend set forth below on the face thereof until at least the 41st day
after the date that the relevant series of Securities is issued under this
Indenture and receipt by the Company and the Trustee of a certificate
substantially in the Form of Exhibit B hereto:

     

    PRIOR TO
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”)), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) EXCEPT TO A
PERSON REASONABLY BELIEVED TO BE A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE REFERRED TO
HEREIN.

     

    (3)        Each
Global Security, whether or not an Exchange Security, shall also bear the
following legend on the face thereof:


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     

    TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 205 OF THE
INDENTURE.

     

    Section
205          Special Transfer
Provisions.

     

    Unless
and until a Security is exchanged for an Exchange Security in connection with an
effective registration statement pursuant to the Registration Rights Agreement,
the following provisions will apply:

     

    (a)           Transfers to
QIBs.  The following provisions shall apply with respect to the
registration of any proposed transfer of a U.S. Physical Security or an interest
in the U.S. Global Securities to a QIB (excluding transfers outside the United
States in compliance with Regulation S):

     

    (i)           If
the Security to be transferred consists of (x) U.S. Physical Securities,
the Security Registrar shall register the transfer if such transfer is being
made by a proposed transferor who has checked the box provided for on the form
of Security stating, or has otherwise advised the Company and the Security
Registrar in writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of Security stating, or has otherwise advised the
Company and the Security Registrar in writing, that it is purchasing the
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding
the Company as it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A or (y) an interest in the U.S. Global
Securities, the transfer of such interest may be effected only through the
book-entry system maintained by the Depository.


    
      
         


      

      
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    (ii)           If
the proposed transferor is an Agent Member, and the Security to be transferred
consists of U.S. Physical Securities, upon receipt by the Security Registrar of
the documents referred to in clause (i) and instructions given in
accordance with the Depository’s and the Security Registrar’s procedures, the
Security Registrar shall reflect on its books and records the date and an
increase in the principal amount of the U.S. Global Securities in an amount
equal to the principal amount of the U.S. Physical Securities to be transferred,
and the Trustee shall cancel the Physical Security so transferred.

     

    (b)           Transfers of Interests in
the Offshore Global Securities or Offshore Physical
Securities.  The following provisions shall apply with respect
to any transfer of interests in the Offshore Global Securities or Offshore
Physical Securities:

     

    (i)           Prior
to the expiration of the Restricted Period, the Security Registrar shall refuse
to register such transfer unless such transfer complies with Section 205(a) or
Section 205(c), as the case may be; and

     

    (ii)           After
the expiration of the Restricted Period, the Security Registrar shall register
the transfer of any such Security without any requirement to comply with Section
205(a) or Section 205(c) or for any additional certification.

     

    (c)           Transfers Outside the United
States in Compliance with Regulation S at Any Time.  The
following provisions shall apply with respect to any transfer of a U.S. Physical
Security or an interest in the U.S. Global Securities to a Holder outside the
United States in compliance with Regulation S:

     

    (i)           The
Security Registrar shall register any proposed transfer of a Security outside
the United States in compliance with Regulation S only upon receipt of a
certificate substantially in the form of Exhibit C from the proposed
transferor.

     

    (ii)           (A) If
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Securities, upon receipt by the Security Registrar of (x) the
documents required by paragraph (i) and (y) instructions in accordance
with the Depository’s and the Security Registrar’s procedures, the Security
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the U.S. Global Securities in an amount equal to the
principal amount of the beneficial interest in the U.S. Global Securities to be
transferred, and (B) if the proposed transferee is an Agent Member, upon
receipt by the Security Registrar of instructions given in accordance with the
Depository’s and the Security Registrar’s procedures, the Security Registrar
shall reflect on its books and records the date and an increase in the principal
amount of the Offshore Global Securities in an amount equal to the principal
amount of the U.S. Physical Securities or the U.S. Global Securities, as the
case may be, to be transferred, and the Trustee shall cancel the Physical
Security, if any, so transferred or decrease the amount of the U.S. Global
Securities.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    (d)           Private Placement
Legend.  Upon the transfer, exchange or replacement of
Securities not bearing the Private Placement Legend, the Security Registrar
shall deliver Securities that do not bear the Private Placement
Legend.  Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Security Registrar shall deliver only
Securities that bear the Private Placement Legend unless there is delivered to
the Security Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

     

    (e)           General.  By
its acceptance of any Security bearing the Private Placement Legend, each Holder
of such a Security acknowledges the restrictions on transfer of such Security
set forth in this Indenture and in the Private Placement Legend and agrees that
it will transfer such Security only as provided in this Indenture.

     

    The
Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 305 or this Section
205.  The Company shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Security
Registrar.

     

    ARTICLE
THREE

     

    The
Securities

     

    Section
301          Amount Unlimited;
Issuable in Series.

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.  The Securities may be
issued in one or more series.  With respect to any Securities to be
authenticated and delivered hereunder, there shall be established in or pursuant
to an Officer’s Certificate or established in one or more indentures
supplemental hereto,

     

    (1)        the
title of such Securities and the series in which such Securities shall be
included;

     

    (2)        any
limit upon the aggregate principal amount of the Securities of such title or the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 304, Section 305, Section 306,
Section 904 or Section 1107, upon repayment in part of any Registered
Security of such series pursuant to Article Thirteen, upon surrender in
part of any Registered Security for conversion or exchange into Common Stock or
other securities, cash or other property pursuant to its terms, or pursuant to
the terms of such Securities);

     

    (3)        if
such Securities are to be issuable as Registered Securities;


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    (4)        if
any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such
Securities are to be issued in temporary or permanent global form or both,
(ii) whether beneficial owners of interests in any such global Security may
exchange such interests for Securities of the same series and of like tenor and
of any authorized form and denomination, and the circumstances under which any
such exchanges may occur, if other than in the manner specified in
Section 305, and (iii) the name of the Depository or the Depository,
as the case may be, with respect to any global Security;

     

    (5)        if
any of such Securities are to be issuable in global form, the date as of which
any such global Security shall be dated (if other than the date of original
issuance of the first of such Securities to be issued);

     

    (6)        the
date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal and premium, if any, of such
Securities is payable;

     

    (7)        the
rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined, the
date or dates, if any, from which such interest shall accrue or the method or
methods, if any, by which such date or dates are to be determined, the Interest
Payment Dates, if any, on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on Registered Securities on any
Interest Payment Date, whether and under what circumstances Additional Amounts
on such Securities or any of them shall be payable, the notice, if any, to
Holders regarding the determination of interest on a floating rate Security and
the manner of giving such notice, and the basis upon which interest all be
calculated if other than that of a 360-day year of twelve 30-day
months;

     

    (8)        if
in addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal of, any premium and interest on or any
Additional Amounts with respect to such Securities all be payable, any of such
Securities that are Registered Securities may be surrendered for registration of
transfer or exchange, any of such Securities may be surrendered for conversion
or exchange and notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served, the extent to which, or the manner
in which, any interest payment or Additional Amounts on a global Security on an
Interest Payment Date, will be paid and the manner in which any principal of or
premium, if any, on any global Security will be paid;

     

    (9)        whether
any of such Securities are to be redeemable at the option of the Company and, if
so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities
may be redeemed, in whole or in part, at the option of the Company;

     

    (10)      whether
the Company is obligated to redeem or purchase any of such Securities pursuant
to any sinking fund or analogous provision or at the option of any Holder
thereof and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;


    
      
         


      

      
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    (11)      the
denominations in which any of such Securities that are Registered Securities
(including any Exchange Securities) shall be issuable if other than
denominations of US$1,000 and any integral multiple thereof;

     

    (12)      whether
the Securities of the series will be convertible into shares of Common Stock
and/or exchangeable for other securities, cash or other property, and if so, the
terms and conditions upon which such Securities will be so convertible or
exchangeable, and any deletions from or modifications or additions to this
Indenture to permit or to facilitate the issuance of such convertible or
exchangeable Securities or the administration thereof;

     

    (13)      if
other than the principal amount thereof, the portion of the principal amount of
any of such Securities that shall be payable on declaration of acceleration of
the Maturity thereof pursuant to Section 502 or the method by which such
portion is to be determined;

     

    (14)      if
other than Dollars, the Foreign Currency in which payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of such
Securities shall be payable;

     

    (15)      if
the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the
Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency
other than that in which such Securities are stated to be payable, the date or
dates on which, the period or periods within which, and the other terms and
conditions upon which, such election may be made, and the time and manner of
determining the exchange rate between the Currency in which such Securities are
stated to be payable and the Currency in which such Securities or any of them
are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or
to facilitate the issuance of Securities denominated or payable, at the election
of the Company or a Holder thereof or otherwise, in a Foreign
Currency;

     

    (16)      whether
the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with
reference to an index, formula or other method or methods (which index, formula
or method or methods may be based, without limitation, on one or more
Currencies, commodities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner is which such amounts shall be
determined and paid or be payable;

     

    (17)      any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to any of such Securities, whether or not
such Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein;

     

    (18)      whether
either or both of Section 402(2) relating to defeasance or
Section 402(3) relating to covenant defeasance shall not be applicable to
the Securities of such series, or any covenants in addition to those specified
in Section 402(3) relating to the Securities of such series which shall be
subject to covenant defeasance, and, if the Securities of such series are
subject to repurchase or repayment at the option of the Holders thereof, whether
the Company’s obligation to repurchase or repay such Securities will be subject
to defeasance or covenant defeasance, and any deletions from, or modifications
or additions to, the provisions of Article Four in respect of the
Securities of such series;


    
      
         


      

      
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    (19)      whether
any of such Securities are to be issuable upon the exercise of warrants, and the
time, manner and place for such Securities to be authenticated and
delivered;

     

    (20)      if
any of such Securities are to be issuable in global form and are to be issuable
in definitive form (whether upon original issue or upon exchange of a
temporary Security) only upon receipt of certain certificates or other documents
or satisfaction of other conditions, then the form and terms of such
certificates, documents or conditions;

     

    (21)      if
there is more than one Trustee, the identity of the Trustee and, if not the
Trustee, the identity of each Security Registrar, Paying Agent or Authenticating
Agent with respect to such Securities; and

     

    (22)      any
other terms of such Securities and any deletions from or modifications or
additions to this Indenture in respect of such Securities.

     

    All
Securities of any one series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Officer’s Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of
Securities.  The terms of the Securities of any series may provide,
without limitation, that the Securities shall be authenticated and delivered by
the Trustee on original issue from time to time upon written order of persons
designated in the Officer’s Certificate or supplemental indenture and that such
persons are authorized to determine, consistent with such Officer’s Certificate
or any applicable supplemental indenture, such terms and conditions of the
Securities of such series as are specified in such Officer’s Certificate or
supplemental indenture.  All Securities of any one series need not be
issued at the same time and, unless otherwise so provided by the Company, a
series may be reopened for issuances of additional Securities of such series or
to establish additional terms of such series of Securities.  If any of
the terms of the Securities of any series shall be established by action taken
by or pursuant to a Board Resolution, the Board Resolution shall be delivered to
the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of such series.

     

    Notwithstanding
the foregoing, the initial series of Securities issued pursuant to this
Indenture will be in the form of Exhibit A hereto.

     

    Section
302          Currency;
Denominations.

     

    Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars.  Unless otherwise provided in
or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without coupons in denominations of
US$1,000 and any integral multiple thereof.  Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this
Indenture.


    
      
         


      

      
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    Section
303          Execution,
Authentication, Delivery and Dating.

     

    Securities
shall be executed on behalf of the Company by its President, or such officer of
the Company as indicated in writing by the President or General Secretary of the
Company.  The signature of any of these officers on the Securities may
be manual or facsimile.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company, to the Trustee for
authentication and, provided that the Officer’s Certificate or supplemental
indenture or indentures with respect to such Securities referred to in
Section 301 and a Company Order for the authentication and delivery of such
Securities have been executed by the Company and delivered to the Trustee, the
Trustee in accordance with the Company Order and subject to the provisions
hereof and of such Securities shall authenticate and deliver such
Securities.  In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying
upon,

     

    (1)        an
Opinion of Counsel to the effect that:

     

    (a) the
form or forms and terms of such Securities have been established in conformity
with the provisions of this Indenture;

     

    (b) all
conditions precedent to the authentication and delivery of such Securities have
been complied with and that such Securities when completed by appropriate
insertions, executed under the Company’s corporate seal and attested by duly
authorized officers of the Company, delivered by duly authorized officers of the
Company to the Trustee for authentication pursuant to this Indenture, and
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be subject to or limited by bankruptcy, insolvency, moratorium,
arrangement, fraudulent conveyance, fraudulent transfer or other similar laws
relating to or affecting creditors’ rights generally, and subject to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and will entitle the Holders thereof to the
benefits of this Indenture; such Opinion of Counsel need express no opinion as
to the availability of equitable remedies;

     

    (c) all
laws and requirements in respect of the execution and delivery by the Company of
such Securities have been complied with;

     

    and, to
the extent that this Indenture is required to be qualified under the Trust
Indenture Act in connection with the issuance of such Securities, to the further
effect that:


    
      
         


      

      
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    (d) this
Indenture has been qualified under the Trust Indenture Act; and

     

    (2)        an
Officer’s Certificate stating that all conditions precedent to the execution,
authentication and delivery of such Securities have been complied with and that,
to the best knowledge of the Persons executing such certificate, no event which
is, or after notice or lapse of time would become, an Event of Default with
respect to any of the Securities shall have occurred and be
continuing.

     

    If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the
time of issuance of each Security, but such opinion and certificate, with
appropriate modifications, shall be delivered at or before the time of issuance
of the first Security of such series.  After any such first delivery,
any separate request by the Company that the Trustee authenticate Securities of
such series for original issue will be deemed to be a certification by the
Company that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with.

     

    The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or ties under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee or if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken.

     

    Each
Registered Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate
of authentication substantially in the form provided for in Section 202 or
Section 612 executed by or on behalf of the Trustee or by the
Authenticating Agent by the manual signature of one of its authorized
officers.  Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

     

    Section
304          Temporary
Securities.

     

    Pending
the preparation of definitive Securities, the Company may execute and deliver to
the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 303, temporary Securities in lieu thereof
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form
without coupons and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the company executing such Securities
may determine, as conclusively evidenced by their execution of such
Securities.  Such temporary Securities may be in global
form.


    
      
         


      

      
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    Except in
the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay.  After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder
thereof.  Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and
provisions.  Unless otherwise provided in or pursuant to this
Indenture with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such
series.

     

    Section
305          Registration, Transfer
and Exchange.

     

    With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security
Register”) at an Office or Agency for such series in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of such series and of transfers of
the Registered Securities of such series.  Such Office or Agency shall
be the “Security Registrar” for that series of Securities.  Unless
otherwise specified in or pursuant to this Indenture or the Securities, the
Trustee shall be the initial Security Registrar for each series of
Securities.  The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company.  In the event that the Trustee shall not be or shall cease to
be Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable
times.  There shall be only one Security Register for each series of
Securities.

     

    Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series
denominated as authorized in or pursuant to this Indenture (including an
exchange of Securities for Exchange Securities), of a like aggregate principal
amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions; provided that no exchanges of
Securities for Exchange Securities shall occur until a registration statement
shall have been declared effective by the Commission and that any
Securities  that are exchanged for Exchange Securities shall be
cancelled by the Trustee.

     

    At the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.


    
      
         


      

      
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    Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

     

    Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for definitive Securities only if
(i) the Depository is at any time unwilling, unable or ineligible to
continue as Depository and a successor depository is not appointed by the
Company within 90 days of the date the Company is so informed in writing,
(ii) the Depository ceases to be a clearing agency registered under the
Exchange Act of 1934, (iii) the Company executes and delivers to the
Trustee a Company Order to the effect that such global Security shall be so
exchangeable or (iv) an Event of Default has occurred and is continuing
with respect to the Securities.  If the beneficial owners of interests
in a global Security are entitled to exchange such interests for definitive
Securities as the result of an event described in clause (i), (ii),
(iii) or (iv) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed
by the Company.  On or after the earliest date on which such interests
may be so exchanged, such global Security shall be surrendered from time to time
by the Depository or such other Depository as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the Depository or such other Depository, as the case may be (which
instructions shall be in writing but need not be contained in or accompanied by
an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge.  The Trustee
shall authenticate and make available for delivery, in exchange for each portion
of such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged; provided, however, that no such
exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date.  Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository or the Depository, as the case may be, or such
other Depository or Depository referred to above in accordance with the
instructions of the Company referred to above.  If a Registered
portion of a global Security after the close of business at the Office or Agency
for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next Interest Payment Date, or (ii) any Special Record
Date for such Security and before the opening of business at such Office or
Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.


    
      
         


      

      
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    All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company evidencing the same debt and
entitling the Holders thereof to the same benefits under this Indenture as the
Securities surrendered upon such registration of transfer or
exchange.

     

    Every
Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security
Registrar for such Security) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar for such Security duly executed by the Holder thereof or his attorney
duly authorized in writing.

     

    No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company and the Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Sections 304, 306 and 1107 not involving any
transfer.

     

    Except as
otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of like tenor and the
same series under Section 1103 and ending at the close of business on the
day of such mailing, (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed or (iii) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to
be so repaid.

     

    Section
306          Mutilated, Destroyed,
Lost and Stolen Securities.

     

    If any
mutilated Security is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.

     

    If there
be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to save each of
them, their respective officers and directors and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a protected purchaser, the Company shall execute
and, upon the Company’s request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security, a new Security of the same series containing identical terms and of
like principal amount and beating a number not contemporaneously
outstanding.


    
      
         


      

      
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    Notwithstanding
the foregoing provisions of this Section 306, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

     

    Upon the
issuance of any new Security under this Section, the Company and the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     

    Every new
Security issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute a separate obligation of the Company, whether
or not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of such
series.

     

    The
provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     

    Section
307          Payment of Interest
and Certain Additional Amounts; Rights to Interest and Certain Additional
Amounts Preserved.

     

    Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest.

     

    Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


    
      
         


      

      
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    (1)        The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on such Registered Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the
benefit of the Person entitled to such Defaulted Interest as in this clause
provided.  Thereupon, the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to the
Holder of such Registered Security (or a Predecessor Security thereof) at his
address as it appears in the Security Register not less than 10 days prior
to such Special Record Date.  The Trustee may, in its discretion, in
the name and at the expense of the Company, cause a similar notice to be
published at least once in an Authorized Newspaper of general circulation in the
Borough of Manhattan, the City of New York, and in an Authorized Newspaper of
general circulation in Bogotá D.C., Colombia, but such publication shall not be
a condition precedent to the establishment of such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Person in whose name such Registered Security (or
a Predecessor Security thereof) shall be registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

     

    (2)        The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Security may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such payment shall be deemed practicable by the
Trustee.

     

    Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option of
the Company, interest on Registered Securities that bear interest may be paid by
mailing a check to the address of the Person entitled thereto as such address
shall appear in the Security Register or by transfer to an account maintained by
the payee with a bank located in the United States.

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

    In the
case of any Registered Security of any series that is convertible, which
Registered Security is converted after any Regular Record Date and on or prior
to the next succeeding Interest Payment Date (other than any Registered Security
with respect to which the Stated Maturity is prior to such Interest Payment
Date), interest with respect to which the Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Registered Security (or one
or more predecessor Registered Securities) is registered at the close of
business on such Regular Record Date.  Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Registered
Security which is converted, interest with respect to which the Stated Maturity
is after the date of conversion of such Registered Security shall not be
payable.


    
      
         


      

      
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    Section
308          Persons Deemed
Owners.

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Amounts with respect to such
Registered Security and for all other purposes whatsoever, whether or not any
payment with respect to such Registered Security shall be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     

    No Holder
of any beneficial interest in any global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository or its nominee may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such global Security for all purposes whatsoever.  None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    Section
309         
Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer,
exchange or conversion or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities, as well as Securities surrendered directly to the
Trustee for any such purpose, shall be cancelled promptly by the
Trustee.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be cancelled promptly by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or
pursuant to this Indenture.  All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures.

     

    Section
310          Computation of
Interest.

     

    Except as
otherwise provided in or pursuant to this Indenture, or in any Security,
interest on the Securities shall be computed on the basis of a 360-day year of
twelve 30-day months.

     

    Section
311          CUSIP
Numbers.

     

    The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the “CUSIP”
numbers.


    
      
         


      

      
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    ARTICLE
FOUR

     

    Satisfaction
and Discharge of Indenture

     

    Section
401          Satisfaction and
Discharge.

     

    Upon the
direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such
Company Order, and the Trustee, on receipt of a Company Order, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when

     

    (1)        either

     

    (a) all
Securities of such series theretofore authenticated and delivered (other than
(i) Securities of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306, and
(ii) Securities of such series 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 such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation;
or

     

    (b) all
Securities of such series not theretofore delivered to the Trustee for
cancellation

     

    (i)           have
become due and payable, or

     

    (ii)          will
become due and payable at their Stated Maturity within one year, or

     

    (iii)         if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the
Company,

     

    and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities for such purpose, money in the Currency in which
such Securities are payable or Government Obligations in an amount sufficient in
the opinion of a nationally recognized firm of Independent Public Accountants
expressed in a written certification delivered to the Trustee to pay and
discharge the entire Indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, including the principal of, any premium and
interest on, and any Additional Amounts with respect to such Securities, to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be;


    
      
         


      

      
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    (2)        the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series;
and

     

    (3)        the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture as to such series have been
complied with.

     

    In the
event there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of
this Indenture only if requested to do so with respect to Securities of such
series as to which it is Trustee and if the other conditions thereto are
met.

     

    Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 306
and 607 and, if money shall have been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section, the obligations of the
Company and the Trustee with respect to the Securities of such series under
Section 305, Section 306, Section 403 and Section 1003, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1005 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to
Section 401(l)(b)), and with respect to any rights to convert or exchange
such Securities into Common Stock or other securities, cash or other property
shall survive.

     

    Section
402          Defeasance and
Covenant Defeasance.

     

    (1)        Unless
pursuant to Section 301, either or both of (i) defeasance of the
Securities of or within a series under clause (2) of this Section 402
shall not be applicable with respect to the Securities of such series or
(ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 402 shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other
provisions of this Section 402 (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities, elect to have
Section 402(2) or Section 402(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this
Section 402.

     


    
      
         


      

      
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    (2)        Upon
the Company’s exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities on the date the conditions set forth in
clause (4) of this Section 402 are satisfied (hereinafter,
“defeasance”).  For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by such Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of clause (6) of this
Section 402 and the other Sections of this Indenture referred to in
clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such Outstanding Securities to receive, solely from the trust fund
described in clause (4) of this Section 402 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on, and Additional Amounts, if any, with respect to,
such Securities when such payments are due, and any rights of such Holder to
convert or exchange such Securities into Common Stock or other securities, cash
or other property, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Section 305, Section 306 and
Section 1003 and with respect to the payment of Additional Amounts, if any,
on such Securities as contemplated by Section 1005 (but only to the extent
that the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to
Section 402(4)(a) below), and with respect to any rights to convert or
exchange such Securities into Common Stock or other securities, cash or other
property, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (iv) this Section 402, The Company may exercise
its option under this Section 402(2) notwithstanding the prior exercise of
its option under clause (3) of this Section 402 with respect to such
Securities.

     

    (3)        Upon
the Company’s exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the
Company shall be released from its obligations under Sections 1002, 1004,
1005, 1006, 1007, 1008, 1009, 1010, 801 and 802, and, to the extent specified
pursuant to Section 301, any other covenant applicable to such Securities,
with respect to such Outstanding Securities on and after the date the conditions
set forth in clause (4) of this Section 402 are satisfied
(hereinafter, “covenant defeasance”), and such Securities shall thereafter be
deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder.  For this purpose,
such covenant defeasance means that, with respect to such Outstanding
Securities, the Company may omit to comply with, and shall have no liability in
respect of, any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a default or an Event of Default under Section 501(5) insofar as it relates
to Sections 1001, 1002, 1004, 1005, 1006, 1007, 1008, 1009, 1010, 801 and
802, and, to the extent specified pursuant to Section 301 any other
covenant applicable to such Security, Section 501(6) or Section 501(7)
or otherwise, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby.

     

    (4)        The
following shall be the conditions to application of clause (2) or
(3) of this Section 402 to any Outstanding Securities of or within a
series:


    
      
         


      

      
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    (a) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who
shall agree to comply with the provisions of this Section 402 applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (1) an amount in Dollars or in such Foreign
Currency in which such Securities are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities
(determined on the basis of the Currency in which such Securities are then
specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal
of (and premium, if any) and interest, if any, on such Securities, money in an
amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of Independent Public
Accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities on the
Stated Maturity of such principal or installment of principal or interest and
(z) any mandatory sinking fund payments or analogous payments applicable to
such Outstanding Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such
Securities.

     

    (b) Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.

     

    (c) No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit and, with respect to defeasance
only, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

     

    (d) In
the case of an election under clause (2) of this Section 402, the
Company shall have delivered to the Trustee an Opinion of Counsel stating
that

     

    (i)           the
Company has received from the Internal Revenue Service a letter ruling, or there
has been published by the Internal Revenue Service a revenue ruling,
or

     

    (ii)          since
the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law,

     

    in either
case to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities will not recognize income, gain or loss
for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not
occurred.

     

    (e) In
the case of an election under clause (3) of this Section 402, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant
defeasance had not occurred.


    
      
         


      

      
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    (f) The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, after the 91st day after the date of establishment of such trust, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited or caused to be
deposited with the Trustee (or other qualifying trustee) pursuant to this
clause (4) to be held in trust will not be subject to any case or
proceeding (whether voluntary or involuntary) in respect of the Company under
any Federal or State bankruptcy, insolvency or other similar law, or any decree
or order for relief in respect of the Company issued in connection
therewith.

     

    (g) The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance under clause (2) or (3) of this
Section 402 (as the case may be) have been complied with.

     

    (h)
Notwithstanding any other provisions of this Section 402(4), such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to
Section 301.

     

    (5)        Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this
Section 402(5) and Section 403, the “Trustee”) pursuant to
clause (4) of Section 402 in respect of any Outstanding Securities of
any series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities 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 Holders of such Securities of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest and Additional Amounts, if any, but such money need not be
segregated from other funds except to the extent required by law.

     

    (6)        Unless
Otherwise specified in or pursuant to this Indenture or any Security, if, after
a deposit referred to in Section 402(4)(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to
receive payment in a Currency other than that in which the deposit pursuant to
Section 402(4)(a) has been made in respect of such Security, or (b) a
Conversion Event occurs in respect of the Foreign Currency in which the deposit
pursuant to Section 402(4)(a) has been made, the Indebtedness represented
by such Security shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the Currency in which
such Security becomes payable as a result of such election or Conversion Event
based on (x) in the case of payments made pursuant to clause (a)
above, the applicable market exchange rate for such Currency in effect on the
second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion
Event.


    
      
         


      

      
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    The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities.

     

    Anything
in this Section 402 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations (or other property and any proceeds therefrom) held by
it as provided in clause (4) of this Section 402 which, in the opinion
of a nationally recognized firm of Independent Public Accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 402.

     

    Section
403          Application of Trust
Money.

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations deposited with the Trustee pursuant to Section 401
or Section 402 in respect of any Outstanding Securities of any series shall
be held in trust and applied by the Trustee, in accordance with the provisions
of the Securities 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,
premium, if any, interest and Additional Amounts, if any, for whose payment such
money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

     

    If the
Trustee is unable to apply any money in accordance with this Article with
respect to any Securities by reason of any order of judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 402 or 403
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities in accordance with this Article;
provided, however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


    
      
         


      

      
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    ARTICLE
FIVE

     

    Remedies

     

    Section
501          Events of
Default.

     

    “Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture or Officer’s
Certificate establishing the terms of such series pursuant to this
Indenture:

     

    (1)                   default
in the payment of any interest on any Security, or any Additional Amounts
payable with respect thereto, when the interest becomes or the Additional
Amounts become due and payable, and continuance of the default for a period of
30 days;

     

    (2)                   default
in the payment of the principal of or any premium on any Security, or any
Additional Amounts payable with respect thereto, when the principal or premium
becomes or the Additional Amounts become due and payable at their Stated
Maturity, upon redemption or otherwise;

     

    (3)                   the
Securities, this Indenture, or any part of those documents, ceases to be in full
force and effect or binding and enforceable against the Company or it becomes
unlawful for the Company to perform any material obligation under any of the
foregoing documents to which it is a party;

     

    (4)                   the
Company contests the enforceability of the Securities or this Indenture, or
denies that it has liability under any of the foregoing documents to which it is
a party;

     

    (5)                   default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture or the Securities and continuance of the default or breach for a
period of 60 days (inclusive of any cure period contained in any such covenant
or other term for compliance thereunder) after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
outstanding Securities of the series, a written notice specifying the default or
breach and requiring it to be remedied and stating that the notice is a notice
of default under Section 603 of this Indenture;

     

    (6)                   any
event of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any External
Indebtedness of the Company, other than the Securities, or any Material
Subsidiary of the Company, whether the External Indebtedness now exists or shall
hereafter be created, shall occur and shall result in such External Indebtedness
in aggregate principal amount (or, if applicable, with an issue price and
accreted original issue discount) in excess of US$50.0 million (or its
equivalent in another currency) becoming or being declared due and payable prior
to the date on which it would otherwise become due and payable;

     

    (7)                   the
entry by a court having competent jurisdiction of one or more final and
non-appealable judgments or final decrees against the Company or a Material
Subsidiary involving in the aggregate a liability (not paid or fully covered by
insurance) of US$50.0 million (or its equivalent in another currency) or more,
and all such judgments or decrees have not been vacated, discharged or stayed
within 180 days after the date set for payment;


    
      
         


      

      
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    (8)                   the
Company stops paying or admits that it is generally unable to pay its debts as
they become due or passes a resolution to dissolve;

     

    (9)                   the
entry by a court having competent jurisdiction of:

     

    (a)         a
decree or order for relief in respect of the Company in an involuntary
proceeding under Bankruptcy Law, which decree or order shall remain unstayed and
in effect for a period of 180 consecutive days;

     

    (b)         a
decree or order in an involuntary proceeding under Bankruptcy Law adjudging the
Company to be insolvent, or approving a petition seeking a similar relief under
Bankruptcy Law in respect of the Company, which decree or order shall remain
unstayed and in effect for a period of 180 consecutive days; or

     

    (c)         a
final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company or of any substantial
part of the property of the Company or ordering the winding up or liquidation of
the affairs of the Company;

     

    (10)                 the
commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency or other similar law or of a voluntary proceeding seeking
to be adjudicated insolvent or the consent by the Company to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking relief under any applicable bankruptcy, insolvency or
other similar law, or the consent by the Company to the filing of the petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action; and

     

    (11)                 a
general moratorium is agreed or declared in respect of any Indebtedness of the
Company.

     

    The
Trustee shall not be obligated to take any action with respect to an Event of
Default in Section 501(3) unless it has been instructed to do so in writing by
the Holders of 25% of Notes in aggregate principal amount
Outstanding.


    
      
         


      

      
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    Section
502          Acceleration of
Maturity; Rescission and Annulment.

     

    If an
Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (9) or
(10) of Section 501) occurs and is continuing, then the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the principal of all the Securities of such series,
or such lesser amount as may be provided for in the Securities of such series,
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any declaration the principal or
such lesser amount shall become immediately due and payable.  If an
Event of Default specified in clause (9) or (10) of Section 501
above occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
any Security of such series.

     

    At any
time after a declaration of acceleration or automatic acceleration with respect
to the Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereafter in
this Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul the declaration and its
consequences if:

     

    (1)        the
Company has paid or deposited with the Trustee a sum of money sufficient to pay
(i) all overdue installments of interest on all Securities of such series and
any Additional Amounts payable with respect thereto, and (ii) all fees and
expenses incurred by the Trustee in accordance with the Indenture in connection
with the Event of Default that gave rise to the acceleration by the Holders and
the principal of and any premium on any Securities of the series which have
become due otherwise than by the declaration of acceleration and interest
thereon and any Additional Amounts with respect thereto at the rate or rates
borne by or provided in such Securities; and

     

    (2)        all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional
Amounts with respect to Securities of such series which shall have become due
solely by the acceleration, shall have been cured or waived as provided in
Section 513.

     

    No rescission granted pursuant to this
Section 502 shall affect any subsequent default or Event of Default or impair
any right consequent thereon.

     

    Section
503          Collection of
Indebtedness and Suits for Enforcement by Trustee.

     

    The
Company covenants that if

     

    (1)        default
is made in the payment of any installment of interest on any Security, or any
Additional Amounts payable with respect thereto when such interest or Additional
Amounts shall have become due and payable and such default continues for a
period of 30 days, or

     

    (2)        default
is made in the payment of any principal of or premium, if any, on, or any
Additional Amounts payable in respect of any principal of or premium, if any, on
any Security at its Maturity.


    
      
         


      

      
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    The
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities, the whole amount of money then due and
payable with respect to such Securities, with interest upon the overdue
principal, any premium and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest and Additional
Amounts at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under
Section 607.

     

    If the
Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

    If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or such Securities or in aid of the
exercise of any power granted herein or therein, or to enforce any other proper
remedy.

     

    
      Section
504          Trustee
May File Proofs of Claim.

    

     

    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

     

    (1)        to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of such series, of the principal and any premium,
interest and Additional Amounts owing and unpaid in respect of the Securities
and to file such 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 or
counsel) and of the Holders of Securities allowed in such judicial proceeding,
and

     

    (2)        to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities 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
of Securities, 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 607.

     

    
      
        
        

      

      
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    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security any plan of
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder of a Security in any such proceeding.

     

    
      Section
505          Trustee
May Enforce Claims without Possession of Securities.

    

     

    All
rights of action and claims under this Indenture or any of the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery or judgment, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, shall be for the ratable benefit of each
and every Holder of a Security in respect of which such judgment has been
recovered.

     

    
      Section
506          Application
of Money Collected.

    

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully
paid:

     

    FIRST: To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 607;

     

    SECOND:
To the payment of the amounts then due and unpaid upon the Securities for
principal and any premium, interest and Additional Amounts in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the aggregate amounts due and
payable on such Securities for principal and any premium, interest and
Additional Amounts, respectively;

     

    THIRD:
The balance, if any, to the Person or Persons entitled thereto.

     

    
      Section
507          Limitations
on Suits.

    

     

    No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

     

    (1)        such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of such series;

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (2)        the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

    (3)        such
Holder or Holders have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request;

     

    (4)        the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

     

    (5)        no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of such series;

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture or any Security to affect, disturb or prejudice the rights of any
other such Holders or Holders of Securities of any other series, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

     

    
      Section
508          Unconditional
Right of Holders to Receive Principal and any Premium, Interest and Additional
Amounts.

    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, any premium and (subject to Section 305 and Section 307) interest
on, and any Additional Amounts with respect to such Security on the respective
Stated Maturity or Maturities therefor specified in such Security (or, in the
case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

     

    
      Section
509          Restoration
of Rights and Remedies.

    

     

    If the
Trustee or any Holder of a Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Trustee and each
such Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and each such Holder shall continue as
though no such proceeding had been instituted.

     

    
      Section
510          Rights
and Remedies Cumulative.

    

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section  306,
no right or remedy herein conferred upon or reserved to the Trustee or to each
and every Holder of a Security is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    
      
        
        

      

      
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      Section
511          Delay
or Omission Not Waiver.

    

     

    No delay
or omission of the Trustee or of any Holder of any Security to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as
the case may be.

     

    
      Section
512          Control
by Holders of Securities.

    

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such series,
provided that

     

    (1)        such
direction shall not be in conflict with any rule of law or with this Indenture
or with the Securities of any series,

     

    (2)        the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and

     

    (3)        such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.

     

    Subject
to the provisions of Section 601, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee determine in good faith that the proceeding
so directed would involve the Trustee in personal liability against which
indemnity would not be satisfactory.

     

    
      Section
513          Waiver
of Past Defaults.

    

     

    Subject
to Section 502, the Holders of not less than a majority in principal amount of
the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series may waive any past default hereunder with respect to
such series and its consequences, except a default:

     

    (1)        in
the payment of the principal of, any premium or interest on, or any Additional
Amounts with respect to, any Security of such series, or

     

    
      
        
        

      

      
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    (2)        in
respect of a covenant or provision hereof which under Article Nine cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.

     

    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
514          Waiver
of Stay or Extension Laws.

    

     

    The
Company covenants that (to the extent that it may lawfully do so) it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company expressly waives (to the extent that it may
lawfully do so) all benefit or advantage of any such law and covenants that it
will not 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 had been enacted.

     

    
      Section
515          Undertaking
for Costs.

    

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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 Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 515 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest,
if any, on or Additional Amounts, if any, with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date, and, in the case of
repayment, on or after the date for repayment) or for the enforcement of the
right, if any, to convert or exchange any Security into Common Stock or other
securities, cash or other property in accordance with its terms.

     

    ARTICLE
SIX


     

    The
Trustee

     

    
      Section
601          Certain
Duties and Responsibilities.

    

     

    (a)     Except
during the continuance of an Event of Default,

     

    
      
        
        

      

      
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    (1)     the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, 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; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).

     

    (b)     In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     

    (c)     No
provision of this Indenture shall be construed to relieve the Trustee or such
Responsible Officer from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except
that

     

    (1)     this
Subsection shall not be construed to limit the effect of Subsection (a) of
this Section;

     

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

     

    (3)     the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series,
determined as provided in Sections 101, 104 and 512, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series.

     

    (d)     Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    
      Section
602          Certain
Rights of Trustee.

    

     

    Subject
to Sections 315(a) through 315(d) of the Trust Indenture Act:

     

    (1)        the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon or other paper or document reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties;

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (2)        any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security to the Trustee for authentication and delivery pursuant
to Section 303 which shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Directors may be sufficiently evidenced by an
Officer’s Certificate;

     

    (3)        whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence shall be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer’s Certificate;

     

    (4)        the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

     

    (5)        the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by or pursuant to this Indenture at the request or direction of any
of the Holders of Securities of any series pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

     

    (6)        the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, coupon or other
paper or document, but the Trustee, in its discretion, may but shall not be
obligated to make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney;

     

    (7)        the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

     

    (8)        the
Trustee shall not be liable for any action taken or error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;

     

    (9)        the
Authenticating Agent, Paying Agent, and Security Registrar shall have the same
protections as the Trustee set forth hereunder;

     

    
      
        
        

      

      
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    (10)      the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with an Act of the Holders
hereunder, and, to the extent not so provided herein, with respect to any act
requiring the Trustee to exercise its own discretion, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture or any Securities, unless it shall be proved that, in connection with
any such action taken, suffered or omitted or any such act, the Trustee was
negligent, acted in bad faith or engaged in willful misconduct;

     

    (11)      no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it;

     

    (12)      the
Trustee shall not be deemed to have notice of any default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default or Event of
Default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

     

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

     

    
      Section
603          Notice
of Defaults.

    

     

    Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall, subject to the terms of
Section 1009, transmit by mail to all Holders of Securities of such series
entitled to receive reports pursuant to Section 703(3), notice of such
default hereunder actually known to a Responsible Officer of the Trustee, unless
such default shall have been cured or waived; provided, however, that,
except in the one of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the best interest of the Holders of Securities
of such series; and provided,
further, that in the case of any default of the character specified in
Section 501(5) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      Section
604          Not
Responsible for Recitals or Issuance of Securities.

    

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1,
if necessary, supplied to the Company are true and accurate, subject to the
qualifications set forth therein.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

     

    
      Section
605          May
Hold Securities.

    

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.

     

    
      Section
606          Money
Held in Trust.

    

     

    Except as
provided in Section 403 and Section 1003, money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law and shall be held uninvested.  The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

     

    
      Section
607          Compensation
and Reimbursement.

    

     

    The
Company agrees:

     

    (1)        to
pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee for all services rendered by the
Trustee hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);

     

    (2)        except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to the Trustee’s negligence or willful
misconduct;

     

    (3)        to
indemnify each of the Trustee and any predecessor Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any
loss, liability, damage, claim or expense, including taxes (other than taxes
based on the income of the Trustee), incurred without negligence or bad faith on
their part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending themselves against any claim or liability (whether
asserted by the Company, a Holder of Securities, or any other Person) in
connection with the exercise or performance of any of their powers or duties
hereunder, except to the extent that any such loss, liability or expense was due
to the Trustee’s negligence or willful misconduct, and

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

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

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, and premium or interest on
or any Additional Amounts with respect to Securities.

     

    To the
extent permitted by law any compensation or expense incurred by the Trustee
after a default specified in or pursuant to Section 501 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law. “Trustee” for purposes of this Section 607 shall include
any predecessor Trustee but the negligence or willful misconduct of any Trustee
shall not affect the rights of any other Trustee under this
Section 607.

     

    The
provisions of this Section 607 shall survive the satisfaction and discharge
of this Indenture or the earlier resignation or removal of the Trustee and shall
apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

     

    
      Section
608          Corporate
Trustee Required; Eligibility.

    

     

    There
shall at all times be a Trustee hereunder that is a Corporation, organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, eligible under Section 310(a)(1) of the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
US$50,000,000 subject to supervision or examination by Federal or state
authority.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

     

    
      Section
609          Resignation
and Removal; Appointment of Successor.

    

     

    (1)        No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 610.

     

    (2)        The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series.

     

    
      
        
        

      

      
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    (3)        The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and the
Company.  If the instrument of acceptance by a successor Trustee
required by Section 610 shall not have been delivered to the Trustee within
30 days after the giving of such notice of removal, the Trustee being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

     

    (4)        If
at any time:

     

    (a)     the
Trustee shall fail to comply with the obligations imposed upon it under
Section 310(b) of the Trust Indenture Act with respect to Securities of any
series after written request therefore by the Company or any Holder of a
Security of such series who has been a bona fide Holder of a Security of such
series for at least six months, or

     

    (b)     the
Trustee shall cease to be eligible under Section 608 and shall fail to
resign after written request therefor by the Company or any such Holder,
or

     

    (c)     the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case,

     

    (i)           the
Company, by or pursuant to a Board Resolution, may remove the Trustee with
respect to all Securities or the Securities of such series, or

     

    (ii)           subject
to Section 315(e) of the Trust Indenture Act, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.

     

    
      
        
        

      

      
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    (5)        If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series) and shall comply with the applicable requirements of
Section 610.  If, within one year after such resignation, removal
or incapacity, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 610, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company.  If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 610, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     

    (6)        The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
Security Register.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

     

    (7)        In
no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.

     

    
      Section
610          Acceptance
of Appointment by Successor.

    

     

    (1)        Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to
Section 1003, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in
Section 607.

     

    
      
        
        

      

      
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    (2)        Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 1003 shall duly
assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by sub
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject to
its claim, if any, provided for in Section 607.

     

    (3)        Upon
request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in clause (1) or (2) of this Section 610, as the case
maybe.

     

    (4)        No
Person shall accept its appointment hereunder as a successor Trustee unless at
the time of such acceptance such successor Person shall be qualified and
eligible under this Article.

     

    
      Section
611          Merger,
Conversion, Consolidation or Succession to Business.

    

     

    Any
Corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities shall have been authenticated but not
delivered by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     

    
      
        
        

      

      
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      Section
612          Appointment
of Authenticating Agent.

    

     

    The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption or partial repayment or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

     

    Each
Authenticating Agent must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that would
be permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least US$50,000,000.  If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

     

    Any
Corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Corporation succeeding to all or substantially all of the corporate
agency or corporate trust business of an Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, provided such Corporation
shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating
Agent.

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

     

    The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

    The
provisions of Section 308, Section 604 and Section 605 shall be
applicable to each Authenticating Agent.

     

    
      
        
        

      

      
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    If an
Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

     

    This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              THE
      BANK OF NEW YORK MELLON,

                              As
      Trustee

                            
	 
	
                              By:

                            	
                               

                            
	
                              As
      Authenticating Agent

                            
	 
	
                              By:

                            	
                               

                            
	
                              Authorized
      Signatory

                            


                    

                  

                

              

            

          

        

      

    

     

    If all of
the Securities of any series may not be originally issued at one time, and if
the Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested in writing (which writing need not be accompanied by or contained
in an Officer’s Certificate), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

     

    
      Section
613          Appointment
of Co-Trustee.

    

     

    (a)      Notwithstanding
any other provisions of this Indenture, following the occurrence of, and during
the continuation of, an Event of Default, hereunder, if the Trustee reasonably
believes that such action is either (i) required by law, rule or regulation
of the jurisdiction of incorporation of the Issuer or the jurisdiction in which
the Issuer’s principal place of business is located or (ii) is otherwise in
the best interests of the Holders, the Trustee shall have the power and may
execute and deliver all instruments necessary to appoint one or more Persons to
act as a co-trustee or co-trustees hereunder, or separate trustee or separate
trustees hereunder, in each case exclusively in such jurisdiction or
jurisdictions, and to vest in such Person or Persons, in such capacity and for
the benefit of the Holders, such title hereunder, or any part hereof, in each
case exclusively in such jurisdiction or jurisdictions, and subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
in such jurisdiction or jurisdictions as the Trustee may reasonably consider
necessary or desirable.  Each co-trustee and separate trustee
hereunder shall be authorized under applicable law to act as a co-trustee or a
separate trustee, as the case may be, and shall each have a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least US$25,000,000.  If at any time a co-trustee
or a separate trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

     

    
      
        
        

      

      
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    (b)      Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:

     

    (i)           all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act (i) outside the
jurisdiction or jurisdictions set forth in Section 613(a) or
(ii) separately without the Trustee joining in such act), except to the
extent that under any law of any such jurisdiction in which any particular act
or acts are to be performed the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations shall be exercised and performed singly by such separate trustee or
co-trustee, but solely in such jurisdiction or jurisdictions and solely at the
direction of the Trustee;

     

    (ii)           no
trustee hereunder shall be personally liable by reason of any act or omission of
any other trustee hereunder; and

     

    (iii)           the
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee, and the Trustee shall, following the waiver or cure of the Event
of Default pursuant to the terms hereof remove any separate trustee or
co-trustee appointed pursuant to Section 613(a) in connection with such
Event of Default.

     

    (c)       Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them.  Every instrument appointing any separate
trustee or co-trustee shall refer to this Indenture and the conditions of this
Article 6.  Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall, subject to the provisions of
Section 613(a) and (b), be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Indenture
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to the
Trustee.  Every such instrument shall be filed with the
Trustee.

     

    (d)       Any
separate trustee or co-trustee appointed pursuant to Section 613(a) hereof
may at any time constitute the Trustee, in the jurisdiction or jurisdictions set
forth in Section 613(a), its agent or attorney-in-fact in such jurisdiction
or jurisdictions with full power and authority, to the extent not prohibited by
law in such jurisdiction or jurisdictions, to do any lawful act under or in
respect of this Indenture on its behalf and in its name.  If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estate, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee to the extent permitted by law, without
the appointment of a new or successor trustee.

     

    
      
        
        

      

      
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    Section
614          Preferential
Collection of Claims Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    ARTICLE
SEVEN

     

    Holders
Lists and Reports by Trustee and Company

     

    Section
701          Company to Furnish
Trustee Names and Addresses of Holders.

     

    In
accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

     

    (1)        semi-annually
with respect to Securities of each series not later than January 15 and
July 15 of the year or upon such other dates as are set forth in or
pursuant to the Officer’s Certificate or indenture supplemental hereto
authorizing such series, a list, in each case in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of the applicable
date, and

     

    (2)        at
such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar forth
and content as of a date not more than 15 days prior to the time such list
is furnished,

     

    provided, however, that so
long as the Trustee is the Security Registrar no such list shall be required to
be furnished.

     

    Section
702          Preservation of
Information; Communications to Holders.

     

    The
Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     

    Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company, the Trustee, any Paying Agent or any
Security Registrar shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Securities in
accordance with Section 312(c) of the Trust Indenture Act, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act.

     

    
      
        
        

      

      
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    Section
703          Reports by
Trustee.

     

    (1)        Within
60 days after May 15 of each year commencing with the first
May 15 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the Trust Indenture Act,
the Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, a brief report dated as of such June 15 with respect to any
of the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding June 15 and the date of this
indenture.

     

    (2)        The
Trustee shall transmit the reports required by Section 313(a) of the Trust
Indenture Act at the times specified therein,

     

    (3)        A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange, if any, upon which the Securities
are listed, with the Commission and with the Company.  The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.

     

    Section
704          Reports by Company;
Rule 144A Information.

     

    The
Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

     

    (1)        file
with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is
not required to file information, documents or reports pursuant to either of
said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations; provided, however, that if the Company
files information, documents or reports by virtue of its being subject to the
requirements of Section 12, Section 13 or Section 15(d) of the
Exchange Act and its duty to file such information, documents or reports is
subsequently suspended, then the Company shall no longer be required to file any
such information, documents or reports pursuant to the provisions of this
Section 704 with respect to Securities of any series that were issued prior
to the effectiveness of the suspension of such duty.

     

    (2)        file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and

     

    (3)        transmit
within 30 days after the filing thereof with the Trustee, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

     

    
      
        
        

      

      
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    (4)        Unless
the Company furnishes information to the Commission pursuant to Section 13
or 15(d) of the Exchange Act or this Section, the Company shall promptly furnish
or cause to be furnished such information as is specified pursuant to
Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto) to such Holder or to a prospective purchaser of a Security who is
designated by such Holder and is a qualified institutional buyer (as defined in
Rule 144A under the Securities Act), upon the request of such Holder or
prospective purchaser, in order to permit compliance by such Holder with
Rule 144A under the Securities Act.

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such 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 is entitled to rely exclusively
on Officer’s Certificates).

     

    ARTICLE
EIGHT

     

    Consolidation,
Merger and Sales

     

    Section
801          Company May
Consolidate, Etc., Only on Certain Terms.

     

    The
Company shall not consolidate with or merge into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets and
the properties and assets of its Subsidiaries (taken as a whole) as an entirety
to, any entity or entities (including limited liability companies)
unless:

     

    (1)        the
successor entity or entities, each of which shall be organized under the laws of
Colombia or of the United States or a State thereof, shall assume by
supplemental indenture all the obligations of the Company under the Securities,
this Indenture (including the obligation to pay the Additional Amounts) and the
Registration Rights Agreement and such successor entity or entities delivers
certain certificates, opinions of counsel and other documents to the
Trustee,

     

    (2)        if
the other entity is organized under the laws of a country other than the United
States, a state thereof or Colombia, the Company indemnifies Holders against any
tax, assessment or governmental charge or other cost resulting from the
transaction,

     

    (3)        prior
to and immediately after giving effect to the transaction or series of
transactions, no default or Event of Default shall have occurred and be
continuing,

     

    (4)        the
Company delivers to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that such consolidation, merger, conveyance or transfer
complies with this Article and that all conditions precedent herein provided
which relate to such transaction have been complied with, and

     

    
      
        
        

      

      
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    (5)        if,
as a result of such transaction, properties or assets of the Company would
become subject to an encumbrance which would not be permitted by the terms of
the Securities, the Company or the successor entity or entities shall take such
steps as are necessary to secure such Securities equally and ratably with all
Indebtedness secured thereunder.

     

    Thereafter,
all such obligations of the Company shall terminate.  Notwithstanding
the foregoing, nothing herein shall prohibit the Company from selling,
assigning, transferring, leasing, conveying or otherwise disposing of any of the
Company’s Subsidiaries at the date of this Indenture or any interest therein or
any assets thereof.

     

    Section
802          Successor Person
Substituted for Company.

     

    Upon any
consolidation by the Company with or merger of the Company into any other Person
or Persons or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties and assets of the
Company and the properties and assets of its Subsidiaries (taken as a whole) to
any Person or Persons in accordance with Section 801, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sate, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, 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; and thereafter, except in the case
of a lease, the predecessor Person shall be released from all obligations and
covenants under this Indenture and the Securities.

     

    ARTICLE
NINE

     

    Supplemental
Indentures

     

    Section
901          Supplemental
Indentures without Consent of Holders.

     

    Without
the consent of any Holders of Securities, the Company (when authorized by or
pursuant to an Officer’s Certificate) and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

     

    (1)        to
evidence the succession of another Person to the Company, and the assumption by
any such successor of the covenants of the Company contained herein and in the
Securities; or

     

    (2)        to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (as shall be specified in such supplemental indenture or
indentures) or to surrender any right or power herein conferred upon the
Company; or

     

    (3)        to
change or eliminate any restrictions on the payment of principal of, any premium
or interest on or any Additional Amounts with respect to Securities, or to
permit or facilitate the issuance of Securities in uncertificated form, provided
any such action shall not adversely affect the interests of the Holders of
Outstanding Securities of any series in any material respect; or

     

    
      
        
        

      

      
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    (4)        to
establish the form or terms of Securities of any series as permitted by
Section 201 and Section 301; or

     

    (5)        to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 610; or

     

    (6)        to
cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture as
the Board of Directors may deem necessary or desirable which shall not adversely
affect the interests of the Holders of Securities of any series then Outstanding
in any material respect; or

     

    (7)        to
add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms or purposes of issue, authentication and delivery
of Securities, as herein set forth; or

     

    (8)        to
add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture);
or

     

    (9)        to
supplement any of the provisions of this Indenture to such extent as shall, be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article Four, provided that any such action all not
adversely affect the interests of any Holder of an Outstanding Security of such
series or any other Security in any material respect; or

     

    (10)      to
secure the Securities pursuant to Section 1006 or otherwise; or

     

    (11)      to
make provisions with respect to conversion or exchange rights of Holders of
Securities of any series; or

     

    (12)      to
amend or supplement any provision contained herein or in any supplemental
indenture, provided
that no such amendment or supplement shall materially adversely affect the
interests of the Holders of any Securities then Outstanding; or

     

    (13)      to
qualify the Indenture under the Trust Indenture Act; or

     

    (14)      to
add, change or eliminate any of the provisions of this Indenture in respect of
one or more series of the Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision not (B) modify the
rights of the Holder of any such security with respect to such provision or
(ii) shall become more effective only when there is no such security
outstanding.

     

    
      
        
        

      

      
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    Section
902          Supplemental
Indentures With Consent of Holders.

     

    With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company
(when authorized by or pursuant to a Officer’s Certificate) and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture or of the Securities
of such series; provided, however, that no such supplemental indenture, without
the consent of the Holder of each Outstanding Security affected thereby,
shall:

     

    (1)        change
the Stated Maturity of the principal of, or any premium or installment of
interest on, or any Additional Amounts with respect to, any
Security;

     

    (2)        reduce
the principal amount of, or the rate (or modify the calculation of the rate) of
interest on, or any Additional Amounts with respect to, or any premium payable
upon the redemption of, any Security;

     

    (3)        change
the redemption provisions of any Security or adversely affect the right of
repayment at the option of any Holder of any Security;

     

    (4)        change
any obligation to pay the Additional Amounts described under Section
1005;

     

    (5)        change
the place of payment or the coin or currency in which the principal of, any
premium or interest on or any Additional Amounts with respect to any Security is
payable;

     

    (6)        impair
the right to institute suit for the enforcement of any payment on or after the
Stated Maturity of any Security (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of any Holder, on or
after the date for repayment);

     

    (7)        reduce
the percentage in principal amount of the outstanding Securities, the consent of
whose Holders is required in order to take certain actions;

     

    (8)        reduce
the requirements for quorum or voting by Holders of Securities as provided in
this Indenture; or

     

    (9)        modify
any of the provisions of this Section 902, Section 513 or Section 1011 except to
increase any percentage vote required or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby.

     

    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included expressly and solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

     

    
      
        
        

      

      
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    It shall
not be necessary for any Act of Holders of Securities under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     

    Section
903          Execution of
Supplemental Indentures.

     

    As a
condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, in addition to the documents required by Section 102,
an Officer’s Certificate and Opinion of Counsel each stating that the execution
of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.

     

    Section
904          Effect of Supplemental
Indentures.

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of a Security
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    Section
905          Reference in
Securities to Supplemental Indentures.

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

     

    Section
906          Conformity with Trust
Indenture Act.

     

    As long
as this Indenture is required to be qualified under the Trust Indenture Act,
every supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

     

    Section
907          Notice of Supplemental
Indenture.

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 902, the Company shall transmit to the Holders of
Outstanding Securities of any series affected thereby a notice setting forth the
substance of such supplemental indenture.

     

    
      
        
        

      

      
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    ARTICLE
TEN

     

    Covenants

     

    Section
1001          Payment of Principal
and Interest.

     

    The
Company shall duly and punctually pay the principal of and any premium and
interest and other amounts (including any Additional Amounts in the event
withholding and other taxes are imposed in Colombia) on the Securities in
accordance with the Securities and this Indenture.

     

    Section
1002          Maintenance of
Corporate Existence.

     

    Subject
to Article Eight, the Company shall maintain its corporate existence and take
all reasonable actions to maintain all rights, privileges and the like necessary
or desirable in the normal conduct of business, activities or operations, unless
the Board of Directors determines (based on appropriate shareholder
authorization, if necessary) that preserving the Company’s corporate existence
is no longer desirable in the conduct of the Company’s business and is not
disadvantageous in any material respect to Holders.

     

    Section
1003          Money for Securities
Payments to Be Held in Trust.

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of, any
premium or interest on or Additional Amounts with respect to any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal or any premium,
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, on or prior to each due date of the principal of, any premium or
interest on or any Additional Amounts with respect to any Securities of such
series, deposit with any Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to
act.

     

    The
Company shall cause each Paying Agent for any series of Securities (other than
the Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent shall:

     

    (1)        hold
all sums held by it for the payment of the principal of, any premium or interest
on or any Additional Amounts with respect to Securities of such series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as provided in or pursuant to this
Indenture;

     

    
      
        
        

      

      
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    (2)        give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal, any
premium or interest on or any Additional Amounts with respect to the Securities
of such series; and

     

    (3)        at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
sums.

     

    Except as
otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for
two years after such principal or any such premium or interest or any such
Additional Amounts shall have become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to
be mailed to Holders of Registered Securities of such series, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the
Company.

     

    Section
1004          Provision of
Financial Statements and Reports.

     

    In the
event that the Company files any financial statements or reports with the
Commission or publishes or otherwise makes such statements or reports publicly
available in Colombia, the United States or elsewhere, the Company shall furnish
a copy of the statements or reports to the Trustee within 15 days of the date of
filing or the date the information is published or otherwise made publicly
available.

     

    The
Company shall provide, together with each of the financial statements delivered
as described in the preceding paragraph, an Officer’s Certificate stating (i)
that a review of the Company’s activities has been made during the period
covered by such financial statements with a view to determining whether the
Company has kept, observed, performed and fulfilled its covenants and agreements
under this Indenture; and (ii) that no Event of Default, or event which with the
giving of notice or passage of time or both would become an Event of Default,
has occurred during that period or, if one or more have actually occurred,
specifying all those events and what actions have been taken and will be taken
with respect to that Event of Default or other event.

     

    
      
        
        

      

      
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    Delivery
of these reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of any of those will 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 under this Indenture (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).

     

    Section
1005          Additional
Amounts.

     

    All
payments to be made in respect of the Securities are to be made free and clear
of, and without deduction or withholding for or on account of, any taxes imposed
or levied by or on behalf of Colombia or any political subdivision or authority
of or in such jurisdiction having the power to tax (“Taxes”, and such
jurisdictions, “Taxing
Jurisdiction”), except to the extent such Taxes are imposed by applicable
law. In the event that any Taxes are required by applicable law to be deducted
or withheld from any payment required to be made in respect of the Securities or
otherwise under this Indenture, then the amount of such payment shall be
increased by an amount as may be necessary such that such payment is made, after
withholding or deduction for or on account of such Taxes, in an amount equal to
the amount that would have been received by the applicable recipient(s) in
respect of such payment had no such Taxes (including any Taxes payable in
respect of such Additional Amounts) been required to be so deducted or withheld
(any such amounts, “Additional Amounts”). Furthermore, the amount of any Taxes
required to be withheld or deducted from any payment made in respect of the
Securities or otherwise under this Indenture shall be withheld or deducted from
such payment (as increased by any Additional Amounts) and paid to the Taxing
Jurisdiction imposing such Taxes in accordance with applicable law.
Notwithstanding the preceding sentences, no such Additional Amounts will be
payable in respect of:

     

    
      	
               
      

            	
              (i)

            	
              any
      Tax assessed or imposed by any Taxing Jurisdiction to the extent that such
      Tax would not have been assessed or imposed but for the applicable
      recipient or beneficial owner of such payment having a present or former
      connection with the Taxing Jurisdiction (including, without limitation,
      such Holder being or having been a citizen or resident thereof or having
      been engaged in a trade or business or present therein or having, or
      having had, a permanent establishment therein), other than solely by
      reason of the applicable recipient’s participation in the transactions
      effected by this Indenture and the receipt of payments hereunder
      (including under the Securities);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      estate, inheritance, gift, personal property, sales, use, excise, transfer
      or other similar Tax imposed with respect to such
  payment;

            


    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              any
      such Taxes that would not have been imposed but for the failure of the
      applicable recipient or beneficial owner of such payment to comply with
      any certification, identification, information, documentation or other
      reporting requirement to the extent (a) such compliance is required by
      applicable law or an applicable treaty as a precondition to exemption
      from, or reduction in the rate of deduction or withholding of, such Taxes
      and (b) at least 30 days before the first payment date with respect to
      which the obligor with respect to a payment shall apply this clause (3),
      such obligor shall have notified such recipient in writing that such
      recipient will be required to comply with such
  requirement;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      Tax imposed on a payment on the Securities required to be made pursuant to
      Council Directive 2003/48/EC of the Council of the European Union on the
      taxation of savings income in the form of interest payments (or any
      European Union Directive otherwise implementing the conclusions of the
      ECOFIN Council Meeting of 26 and 27 November 2000) or any law implementing
      or complying with, or introduced in order to conform to, any such
      Directive;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Security presented for payment (where presentation is required) more than
      30 days after the relevant payment is first made available for payment to
      the applicable recipient (except to the extent that such recipient would
      have been entitled to Additional Amounts had the Security been presented
      during such 30-day period);

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      Tax payable other than by withholding or deduction from payments of
      principal or of interest on the Security;
or

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      combination of the circumstances described in clauses (i) through
      (vi);

            


    

     

    nor will
any Additional Amounts be paid with respect to any payment to a recipient who is
a fiduciary, partnership, limited liability company or any Person other than the
sole beneficial owner of such payment to the extent that a beneficiary or
settlor with respect to such fiduciary or a member of such partnership, limited
liability company or a beneficial owner would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been in the place of such recipient.

     

    The
Company shall provide the Trustee upon its request with documentation reasonably
satisfactory to it evidencing the payment of Taxes in respect of which the
Company has paid any Additional Amounts. Copies of such documentation will be
made available to the applicable recipients upon written request therefor to the
Trustee.

     

    The
obligation to pay Additional Amounts will survive the repayment of the
Securities and the sale or transfer of the Securities (or beneficial interests
therein) by any investor.

     

    In
addition, the Company shall pay any and all other Taxes (“Other Taxes”) imposed
by the relevant taxing authority imposing such Other Taxes in accordance with
applicable law, excluding any such Other Taxes imposed by any jurisdiction
outside of Colombia. As used herein, Other Taxes shall mean any and all stamp,
documentary or similar taxes, or any other excise or similar levies that arise
on account of any payment to be made under any Security or from the execution,
delivery, registration, recording or enforcement of the Securities and this
Indenture (other than any Taxes paid in accordance with the first paragraph of
this Section 1005).

    


    
      
        
           


        

        
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        Section
1006          Limitation
on Liens.

      

    

     

    The
Company shall not, and shall not permit any Material Subsidiary to, directly or
indirectly, create, incur or assume any Lien, except for Permitted Liens, to
secure the payment of Indebtedness of the Company or any Material Subsidiary,
unless effective provision is made whereby the Securities (together with, if the
Company shall so determine, any other Indebtedness ranking equally with the
Securities, whether then existing or thereafter created) are secured equally and
ratably with (or prior to) such Indebtedness (but only for so long as such
Indebtedness is so secured).

     

    The
foregoing limitation on Liens shall not apply to the creation, incurrence or
assumption of the following Liens (“Permitted
Liens”):

     

    (1)               Liens
arising by operation of law, such as merchants’, maritime or other similar Liens
arising in the ordinary course of business or Liens in respect of taxes,
assessments or other governmental charges that are not yet delinquent or that
are being contested in good faith by appropriate proceedings;

     

    (2)               Liens
arising in the ordinary course of business in connection with Indebtedness
maturing not more than one year after the date on which that Indebtedness was
originally incurred and which is related to the financing of export, import or
other trade transactions;

     

    (3)               Liens
resulting from the deposit of funds or evidences of Indebtedness in trust for
the purpose of discharging or defeasing Indebtedness of the Company or any
Material Subsidiary;

     

    (4)               Liens
on assets or property of a Person existing at the time such Person is merged
into, consolidated with or acquired by the Company or any Material Subsidiary or
becomes a Material Subsidiary; provided that any such Lien is not incurred in
contemplation of such merger, consolidation or acquisition (unless such Lien was
created to secure or provide for the payment of any part of the purchase price
of such property or assets) and does not secure any property of the Company or
any Material Subsidiary other than the property and assets subject to such Lien
prior to such merger, consolidation or acquisition;

     

    (5)               Liens
existing as of the date of this Indenture;

     

    (6)               Liens
securing Indebtedness (including in the form of Capitalized Lease Obligations
and purchase money Indebtedness) incurred for the purpose of financing the cost
(including without limitation the cost of design, development, site acquisition,
construction, integration, manufacture or acquisition) of real or personal
property (tangible or intangible) which is incurred contemporaneously therewith
or within 180 days thereafter; provided (i) such Liens secure Indebtedness in an
amount not in excess of the cost of such property (plus an amount equal to the
reasonable fees and expenses incurred in connection with the incurrence of such
Indebtedness) and (ii) such Liens do not extend to any property of the Company
or any Material Subsidiary other than the property for which such Indebtedness
was incurred;

    


    
      
        
           


        

        
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    (7)               Liens
to secure the performance of statutory and common law obligations, bids, trade
contracts, judgments, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of
business;

     

    (8)               Liens
to secure the Securities;

     

    (9)               Liens
granted in favor of the Company and/or any Wholly Owned Subsidiary to secure
Indebtedness owing to the Company or such Wholly Owned Subsidiary;

     

    (10)             Legal
or equitable encumbrances deemed to exist by reason of the inclusion of
customary negative pledge provisions in any financing document of the Company or
any Subsidiary;

     

    (11)             Liens
securing Internal Indebtedness;

     

    (12)             Any
Lien in respect of Indebtedness representing the extension, refinancing, renewal
or replacement (or successive extensions, refinancings, renewals or
replacements) of Indebtedness secured by Liens referred to in clauses (2), (3),
(4), (5), (6), (7), (8), (9) and (10) above; provided that the principal of the
Indebtedness secured thereby does not exceed the principal of the Indebtedness
secured thereby immediately prior to such extension, renewal or replacement,
plus any accrued and unpaid interest or capitalized interest payable thereon,
reasonable fees and expenses incurred in connection therewith, and the amount of
any prepayment premium necessary to accomplish any refinancing; and provided,
further, that such extension, renewal or replacement shall be limited to all or
a part of the property (or interest therein) subject to the Lien so extended,
renewed or replaced (plus improvements and construction on such
property);

     

    (13)             Pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;

     

    (14)             Easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Company or any of its Subsidiaries;

     

    (15)             Liens
arising out of governmental concessions or licenses held by the Company or any
of its Subsidiaries; and

     

    (16)             Liens
in respect of Indebtedness the principal amount of which in the aggregate,
together with all other Liens not otherwise qualifying as Permitted Liens
pursuant to another part of this definition of Permitted Liens, does not exceed
15% of the Company’s Consolidated Total Assets. For purposes of this covenant,
the value of any Lien securing Indebtedness will be computed on the basis of the
lesser of (i) the outstanding principal amount of such secured Indebtedness and
(ii) the higher of (x) the book value or (y) the Fair Market Value of the
property securing such Indebtedness.

    


    
      
        
           


        

        
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        Section
1007          
Repurchase of Securities upon a Change of Control Repurchase
Event.

      

    

     

    The
Company must commence, within 30 days of the occurrence of a Change of
Control Repurchase Event, and consummate an Offer to Purchase for all Securities
then outstanding, at a purchase price equal to 101% of the principal amount of
the Securities on the date of repurchase, plus accrued interest (if any) to the
date of purchase.  The Company is not required to make an Offer to
Purchase following a Change of Control Repurchase Event if a third party makes
an Offer to Purchase that would be in compliance with the provisions described
in this section if it were made by the Company and such third party purchases
(for the consideration referred to in the immediately preceding sentence) the
Securities validly tendered and not withdrawn.  Prior to the mailing
of the notice to Holders commencing such Offer to Purchase, but in any event
within 30 days following any Change of Control Repurchase Event, the
Company, covenants to (i) repay in full all Indebtedness of the Company
that would prohibit the repurchase of the Securities pursuant to such Offer to
Purchase or (ii) obtain any requisite consents under instruments governing
any such Indebtedness of the Company to permit the repurchase of the
Securities.  The Company shall first comply with the covenant in the
preceding sentence before it shall be required to repurchase Securities pursuant
to this Section 1007.

     

    The
Company shall comply, to the extent applicable, with the requirements of Rule
14e-1 of the Exchange Act and other applicable securities laws or regulations in
connection with making an Offer to Purchase.  To the extent that the
provisions of any applicable securities laws or regulations conflict with
provisions of this Section 1007, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached the
Company’s obligations under this Section 1007 by virtue of the Company’s
compliance with such securities laws or regulations.

     

    
      Section
1008          Statement
by Officers as to Default and Notices of Events of Default.

    

     

    Within 10
days (or promptly with respect to Sections 501(9) and 501(10) and in any event
no later than 10 days) after the Company becomes aware or should reasonably
become aware of the occurrence of any default or Event of Default under this
Indenture or the Securities, it will notify the Trustee in writing of the
occurrence of such default or Event of Default.

     

    Section
1009          Company Statement as
to Compliance; Notice of Certain Defaults.

     

    (1)        The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or
accompanied by an Officer’s Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating that:

     

    (a) a
review of the activities of the Company during such year and of its performance
under this Indenture has been made under his or her supervision,
and

    


    
      
        
           


        

        
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    (b) to
the best of his or her knowledge, based on such review, (a) the Company has
complied with all the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him or her and the nature and
status thereof.

     

    Section
1010          Ranking.

     

    The
Company shall ensure that the Securities will at all times constitute its
general senior, unsecured and unsubordinated obligations and will rank pari passu, without any
preferences among themselves, with all of its other present and future unsecured
and unsubordinated obligations of the Company that constitute External
Indebtedness (other than obligations preferred by statute or by operation of
law).

     

    Section
1011          Waiver of Certain
Covenants.

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Section 1002, inclusive with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series, by
Act of such Holders, either shall waive such compliance in such instance or
generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

     

    ARTICLE
ELEVEN

     

    Redemption
of Securities

     

    Section
1101          Applicability of
Article.

     

    Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.

     

    Section
1102          Election to Redeem;
Notice to Trustee.

     

    The
election of the Company to optionally redeem any Securities shall be evidenced
by or pursuant to an Officer’s Certificate.  In case of any redemption
at the election of the Company of (a) less than all of the Securities of
any series or (b) all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.

    


    
      
        
           


        

        
          77

          
            

          

        

        
           


        

      

    

    


    Section
1103          Selection by Trustee
of Securities to be Redeemed.

     

    If less
than all of the Securities of any series with the same issue date, interest rate
or formula, Stated Maturity and other terms are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions of the principal amount of Registered Securities of such series;
provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a
Registered Security of such series not redeemed to less than the minimum
denomination for a Security of such series established herein or pursuant
hereto.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal of such Securities which has been or is to be redeemed.

     

    Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into or
exchanged for Common Stock or other securities, cash or other property in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for
redemption.  Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

     

    Section
1104          Notice of
Redemption.

     

    Notice of
redemption shall be given in the manner provided in Section 106, not less
than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

     

    Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.

     

    All
notices of redemption shall state:

     

    (1)   the
Redemption Date,

     

    (2)   the
Redemption Price,

    


    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

     

    (3)  
if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed,

     

    (4)   in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the Holder of such Security will receive, without charge, a
new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed,

     

    (5)   that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, and, if applicable, that
interest thereon shall cease to accrue on and after said date,

     

    (6)   the
place or places where such Securities maturing after the Redemption Date, are to
be surrendered for payment of the Redemption Price and any accrued interest and
Additional Amounts pertaining thereto,

     

    (7)   that
the redemption is for a sinking fund, if such is the case,

     

    (8)   in
the case of Securities of any series that are convertible or exchangeable into
Common Stock or other securities, cash or other property, the conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate and the place or places where such Securities may be
surrendered for conversion or exchange, and

     

    (9)   the
CUSIP number or the Euroclear or the Clearstream Luxembourg reference numbers of
such Securities, if any (or any other numbers used by a Depository to identify
such Securities).

     

    A notice
of redemption published as contemplated by Section 106 need not identify
particular Registered Securities to be redeemed.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

     

    Section
1105          Deposit of Redemption
Price.

     

    At or
prior to 10:00 a.m., New York City time, on any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 1104, with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the applicable
Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 301 or in the Securities of such series) any accrued
interest on and Additional Amounts with respect thereto, all such Securities or
portions thereof which are to be redeemed on that date.

    


    
      
        
           


        

        
          79

          
            

          

        

        
           


        

      

    

     

    Section
1106          Securities Payable on
Redemption Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with any accrued interest and Additional Amounts to the
Redemption Date; provided
however, that, except as otherwise specified in or pursuant to this
Indenture or the Registered Securities of such series, installments of interest
on Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 307.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

     

    Section
1107          Securities Redeemed
in Part.

     

    Any
Registered Security which is to be redeemed only in part shall be surrendered at
any Office or Agency for such Security (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same
series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.  If a Security in global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Depository or other Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.

     

    Section
1108          Optional Redemption
with “Make-Whole” Amount.

     

    The
Company may at its option redeem any of the Securities in whole or in part, at
any time or from time to time prior to their Stated Maturity, on at least 30
days’ but not more than 60 days’ notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of such Securities and (2) the sum
of the present values of each remaining scheduled payment of principal and
interest thereon (exclusive of interest accrued to the date of redemption)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points
(the “Make-Whole
Amount”), plus in each case accrued interest on the principal amount of
the Securities to the date of redemption.

    


    
      
        
           


        

        
          80

          
            

          

        

        
           


        

      

    

     

    On and
after the Redemption Date, interest will cease to accrue on the Securities or
any portion of the Securities called for redemption (unless the Company defaults
in the payment of the redemption price and accrued interest). On or before the
Redemption Date, the Company shall deposit with the Trustee money sufficient to
pay the redemption price of and (unless the Redemption Date shall be an interest
payment date) accrued interest to the Redemption Date on the Securities to be
redeemed on such date. If less than all of the Securities are to be redeemed,
the Securities to be redeemed shall be selected by the Trustee by such method as
the Trustee shall deem fair and appropriate.

     

    Section
1109          Withholding Tax
Redemption.

     

    The
Securities may be redeemed at the Company’s election, in whole but not in part
on any date, by the giving of notice as provided herein under Section 106, at a
price equal to the outstanding principal amount thereof, together with any
Additional Amounts and accrued and unpaid interest to the Redemption Date, if,
as a result of any change in, or amendment to, laws or treaties (or any
regulation or rulings promulgated thereunder) of Colombia or any political
subdivision or taxing authority thereof or therein or any change in the official
application, administration or interpretation of such laws, treaties,
regulations or rulings in such jurisdictions, the Company is or will become
obligated to pay any Additional Amounts on the Securities, if such change or
amendment is announced and becomes effective on or after the issuance of the
Securities and such obligation cannot be avoided by taking commercially
reasonable measures available to the Company; provided, however, that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obligated to pay such Additional
Amounts.

     

    Notice of
any redemption will be mailed at least 30 days but not more than 60 days before
the Redemption Date to each Holder of the Securities to be redeemed. Prior to
the giving of notice of redemption of such Securities pursuant to this
Indenture, the Company will deliver to the Trustee an Officer’s Certificate and
a written opinion of recognized Colombian counsel independent of the Company and
its Affiliates to the effect that all governmental approvals necessary for it to
effect such redemption have been or at the time of redemption will be obtained
and in full force and effect, and that the Company has or will become obligated
to pay such Additional Amounts as a result of such change, amendment,
application, administration or interpretation. On the Redemption Date, interest
will cease to accrue on the Securities that have been redeemed.

     

    ARTICLE
TWELVE


     

    [Intentionally
Omitted]

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    ARTICLE
THIRTEEN

     

    Repayment
at the Option of Holders

     

    Section
1301          Applicability of
Article.


     

    Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series.  The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled.  Notwithstanding anything to the contrary
contained in this Section 1301, in connection with any repayment of
Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase
such Securities by paying to the Holders of such Securities on or before the
close of business on the repayment date an amount not less than the repayment
price payable by the Company on repayment of such Securities, and the obligation
of the Company to pay the repayment price of such Securities shall be satisfied
and discharged to the extent such payment is so paid by such
purchasers.

     

    ARTICLE
FOURTEEN


     

    [Intentionally
Omitted]

     

    ARTICLE
FIFTEEN


     

    Meetings
of Holders of Securities

     

    Section
1501          Purposes for Which
Meetings May Be Called.

     

    A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such
series.

     

    Section
1502          Call, Notice and
Place of Meetings.

     

    (1)       The
Trustee may at any time and from time to time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be
held at such time and at such place in the Borough of Manhattan, The City of New
York or in such place as the Trustee shall determine.  Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the
meeting.

     

    (2)       In
case at any time the Company (by or pursuant to an Officer’s Certificate) or the
Holders of at least 25% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of or made
the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be
held as provided herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, The City of New York, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section.

    


    
      
        
           


        

        
          82

          
            

          

        

        
           


        

      

    

     

    Section
1503          Persons Entitled to
Vote at Meetings.

     

    To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series,
or (2) a Person appointed by an instrument in writing as proxy for a Holder
or Holders of one or more Outstanding Securities of such series by such Holder
or Holders.  The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

     

    Section
1504          Quorum;
Action.

     

    The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series.  In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be
dissolved.  In any other case the meeting maybe adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such meeting.  In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting.  Notice of
the reconvening of any adjourned meeting shall be given as provided in
Section 1502(1), except that such notice need be given only once not less
than five days prior to the date on which the meeting is scheduled to be
reconvened.  Notice of the reconvening of an adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of
the Outstanding Securities of such series which shall constitute a
quorum.

     

    Except as
limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

     

    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series, whether or not such Holders were present
or represented at the meeting.

    


    
      
        
           


        

        
          83

          
            

          

        

        
           


        

      

    

     

    Section
1505          Determination of
Voting Rights; Conduct and Adjournment of Meetings.

     

    (1)    Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
such series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in
Section 104.  Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other
proof.

     

    (2)    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(2), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.

     

    (3)    At
any meeting, each Holder of a Security of such series or proxy shall be entitled
to one vote for each US$1,000 principal amount of Securities of such series held
or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

     

    (4)    Any
meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     

    
      
         

      

      
        84

        
          

        

      

      
         

      

    

     

    Section
1506          Counting Votes and
Recording Action of Meetings.

     

    The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them.  The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the permanent secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting.  A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the permanent secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504.  Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

    


    
      
        
           


        

        
          85

          
            

          

        

        
           


        

      

    

     

    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.

     

    
      
        
          
            
              
                
                  	 
      	
                          ECOPETROL
      S.A.

                        
	 	 	 
	 
      	
                          By

                        	
                          /s/ Adriana Echeverri

                        
	 
      	 
      	
                          Name:
      Adriana Echeverri

                        
	 
      	 
      	
                          Title:
      Chief Financial Officer

                        
	 
      	 
      
	 
      	
                          THE
      BANK OF NEW YORK MELLON, as Trustee

                        
	 
      	 
      	 
      
	 
      	
                          By

                        	
                          /s/ Maria Batista

                        
	 
      	 
      	
                          Name:
      Maria Batista

                        
	 
      	 
      	
                          Title:
      Assistant
Treasurer

                        


                

              

            

          

        

      

    

    


    
      
        
           


        

        
          86

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

     

    [FACE OF
NOTE]

     

    Ecopetrol
S.A.

     

    [•]%
Notes due [•]

     

    [CUSIP]
[                 ]

     

    [                 ]

     

    [CINS]
[_________]

     

    [ISIN]
[_________]

     

    No.      US$______

     

    Ecopetrol
S.A., a mixed economy company (sociedad de economía
mixta) organized under the laws of the Republic of Colombia (the
“Company,”
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to Cede & Co., or its registered
assigns, the principal sum of US$________ on [•].

     

    Interest
Payment Dates: [•] and [•] of each year, commencing [•].

     

    Regular
Record Dates: [•] and [•] of each year.

     

    Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     

    
      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile by its duly authorized officers.

     

    
      Date:
[•]

    

     

    
      
        
          	 
      	
                  Ecopetrol
      S.A.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

    


    
      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

    

    


    Trustee’s
Certificate of Authentication

     

    This is
one of the [•]% Notes due [•] described in the within-mentioned
Indenture.

     

    
      
        
          	 
      	
                  The
      Bank of New York Mellon, as Trustee

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

    


    
      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

    

    


    [REVERSE
SIDE OF NOTE]

     

    Ecopetrol
S.A.

     

    [•]%
Notes due [•] (the “Notes”)

     

    1.           Principal and
Interest.

     

    The
Company will pay the principal of this Note on [•].

     

    The
Company promises to pay interest on the principal amount of this Note on each
Interest Payment Date, as set forth below, at the rate per annum shown
above.

     

    Interest
will be payable semiannually on each Interest Payment Date, commencing
[•].

     

    Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from [•]; provided that, if there is no
existing default in the payment of interest and this Note is authenticated
between a Regular Record Date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such Interest
Payment Date.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

     

    In the
case of amounts not paid by the Company under this Note, interest will continue
to accrue on such amounts, to the extent permitted by applicable law, at a
default rate equal to 1.0% in excess of the interest rate on this Note, from and
including the date when such amounts were due and owing and through and
including the date of payment of such amounts by the Company.

     

    2.           Method of
Payment.

     

    The
Company will pay principal as provided above and interest (except defaulted
interest) on the principal amount of the Notes as provided above on each
[•] and [•] to the persons who are Holders (as reflected in the Note Register at
the close of business on [•] and [•] immediately preceding the Interest Payment
Date), in each case, even if the Note is cancelled on registration of transfer
or registration of exchange after such record date; provided that, with respect
to the payment of principal, the Company will not make payment to the Holder
unless this Note is surrendered to a Paying Agent.

     

    The
Company will pay principal, premium, if any, and, as provided above, interest
(and Additional Amounts, if any) in money of the United States that at the
time of payment is legal tender for payment of public and private
debts.  However, the Company may pay principal, premium, if any, and
interest by its check payable in such money.  It may mail an interest
check to a Holder’s registered address (as reflected in the Note
Register).  If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening
period.

    


    
      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

    

     

    3.           Paying Agent and Security
Registrar.

     

    Initially,
the Trustee will act as Authenticating Agent, Paying Agent in New York and
Security Registrar.  The Company may appoint or change any
Authenticating Agent, Paying Agent or Security Registrar without
notice.  The Company, any Subsidiary or any Affiliate of any of them
may act as Paying Agent, Security Registrar or co-Security
Registrar.

     

    4.           Indenture;
Limitations.

     

    The
Company issued the Notes under an Indenture dated as of July 23, 2009 (the
“Indenture”),
between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).  Capitalized
terms herein are used as defined in the Indenture or the Registration Rights
Agreement, as applicable, unless otherwise indicated.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act.  The Notes are
subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of all such terms.  To the extent
permitted by applicable law, in the event of any inconsistency between the terms
of this Note and the terms of the Indenture, the terms of the Notes shall
control.

     

    The Notes
are general unsecured obligations of the Company.  The Indenture does
not limit the aggregate principal amount of Notes that may be
issued.

     

    5.           Optional Redemption with
“Make-Whole” Amount.

     

    The
Company will have the right at its option to redeem any of the Notes in whole or
in part, at any time or from time to time prior to their maturity, on at least
30 days’ but not more than 60 days’ notice, at a redemption price equal to the
greater of (1) 100% of the principal amount of such Notes and (2) the sum of the
present values of each remaining scheduled payment of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus [•] basis points, plus in each
case accrued interest on the principal amount of the Notes to the date of
redemption.

     

    On and
after the Redemption Date, interest will cease to accrue on the Notes or any
portion of the Notes called for redemption (unless the Company defaults in the
payment of the redemption price and accrued interest). On or before the
Redemption Date, the Company will deposit with the Trustee money sufficient to
pay the redemption price of and (unless the Redemption Date shall be an interest
payment date) accrued interest to the Redemption Date on the Notes to be
redeemed on such date.

     

    6.           Withholding Tax
Redemption.

     

    The Notes
may be redeemed at the Company’s election, in whole but not in part on any date,
by the giving of notice as provided under Section 106 of the Indenture, at a
price equal to the outstanding principal amount thereof, together with any
Additional Amounts and accrued and unpaid interest to the Redemption Date, if,
as a result of any change in, or amendment to, laws or treaties (or any
regulation or rulings promulgated thereunder) of Colombia or any political
subdivision or taxing authority thereof or therein or any change in the official
application, administration or interpretation of such laws, treaties,
regulations or rulings in such jurisdictions, the Company is or will become
obligated to pay any Additional Amounts on the Notes, if such change or
amendment is announced and becomes effective on or after the issuance of the
Notes and such obligation cannot be avoided by taking commercially reasonable
measures available to the Company; provided, however, that no such notice of
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such Additional
Amounts.

    


    
      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      

    

    


    Notice of
any redemption will be mailed at least 30 days but not more than 60 days before
the Redemption Date to each Holder of the Notes to be redeemed. Prior to the
giving of notice of redemption of such Notes pursuant to Section 106 of the
Indenture, the Company will deliver to the Trustee an Officer’s Certificate and
a written opinion of recognized Colombian counsel independent of the Company and
its Affiliates to the effect that all governmental approvals necessary for it to
effect such redemption have been or at the time of redemption will be obtained
and in full force and effect, and that the Company has or will become obligated
to pay such Additional Amounts as a result of such change, amendment,
application, administration or interpretation. On the Redemption Date, interest
will cease to accrue on the Notes that have been redeemed.

     

    7.           Partial
Redemption.

     

    If less
than all of the Notes are to be redeemed, the particular Notes to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee from the Outstanding Notes not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of the Notes;
provided that no Note
of U.S.$1,000 in principal amount or less shall be redeemed in
part.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Notes selected for redemption and, in the case of
any Notes selected for partial redemption, the principal amount thereof to be
redeemed.

     

    For all
purposes of the Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Notes
redeemed or to be redeemed only in part, to the portion of the principal of such
Notes which has been or is to be redeemed.

     

    8.           Notice of
Redemption.

     

    Notice of
any redemption pursuant to Section 5 hereof will be given in the manner provided
in Section 106 of the Indenture, not less than 30 nor more than
60 days prior to the Redemption Date to the Holders of Notes to be
redeemed.  Failure to give notice by mailing in the manner herein
provided to the Holder of any Note designated for redemption as a whole or in
part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other Notes or portion
thereof.

    


    
      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      

    

     

    Any
notice that is mailed to the Holder of any Notes in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not such
Holder receives the notice.

     

    All
notices of redemption shall state:

     

    1.      the
Redemption Date,

     

    2.      the
Redemption Price,

     

    3.      if
less than all Outstanding Notes are to be redeemed, the identification (and, in
the case of partial redemption, the principal amount) of the particular Note or
Notes to be redeemed,

     

    4.      in
case any Note is to be redeemed in part only, the notice which relates to such
Note shall state that on and after the Redemption Date, upon surrender of such
Note, the Holder of such Note will receive, without charge, a new Note or Notes
of authorized denominations for the principal amount thereof remaining
unredeemed,

     

    5.      that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Note or portion thereof to be redeemed, and, if applicable, that
interest thereon shall cease to accrue on and after said date,

     

    6.      the
place or places where such Notes are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining
thereto, and

     

    7.      the
CUSIP number or the Euroclear or the Clearstream Luxembourg reference numbers of
such Notes, if any (or any other numbers used by a Depository to identify such
Notes).

     

    A notice
of redemption published as contemplated by Section 106 of the Indenture
need not identify particular Notes to be redeemed.

     

    Notice of
redemption of Notes to be redeemed at the election of the Company shall be given
by the Company or, at the Company’s request, by the Trustee in the name and at
the expense of the Company.

     

    9.           Repurchase of Securities
upon a Change of Control Repurchase Event.

     

    The
Company must commence, within 30 days of the occurrence of a Change of Control
Repurchase Event, and consummate an Offer to Purchase for all Notes then
Outstanding, at a purchase price equal to 101% of the principal amount of the
Notes on the date of repurchase, plus accrued interest (if any) to the date of
purchase.  The Company is not required to make an Offer to Purchase
following a Change of Control Repurchase Event if a third party makes an Offer
to Purchase that would be in compliance with the provisions described in this
section if it were made by the Company and such third party purchases (for the
consideration referred to in the immediately preceding sentence) the Notes
validly tendered and not withdrawn prior to the mailing of the notice to Holders
commencing such Offer to Purchase, but in any event within 30 days following any
Change of Control Repurchase Event, the Company, covenants to (i) repay in full
all Indebtedness of the Company that would prohibit the repurchase of the Notes
pursuant to such Offer to Purchase or (ii) obtain any requisite consents under
instruments governing any such Indebtedness of the Company to permit the
repurchase of the Notes.  The Company shall first comply with the covenant
in the preceding sentence before it shall be required to repurchase Notes
pursuant to this Section 9.

    


    
      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      

    

     

    The
Company shall comply, to the extent applicable, with the requirements of Rule
14e-1 of the Exchange Act and other applicable securities laws or regulations in
connection with making an Offer to Purchase.  To the extent that the
provisions of any applicable securities laws or regulations conflict with
provisions of this Section 9, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached the
Company’s obligations under this Section 9 by virtue of the Company’s compliance
with such securities laws or regulations.

     

    10.           Denominations; Transfer;
Exchange.

     

    The Notes
are in registered form without coupons in minimum denominations of US$1,000 of
principal amount and multiples of US$1,000 in excess thereof.  A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture.  The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.  The
Security Registrar need not register the transfer or exchange of any Notes
selected for redemption.  Also, it need not register the transfer or
exchange of any Notes for a period of 15 days before a selection of Notes to be
redeemed is made.

     

    11.           Persons Deemed
Owners.

     

    A Holder
shall be treated as the owner of a Note for all purposes.

     

    12.           Unclaimed
Money.

     

    If money
for the payment of principal, premium, if any, or interest remains unclaimed for
two years, the Trustee and the Paying Agent will pay the money back to the
Company at its request.  After that, Holders entitled to the money
must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

     

    13.           Discharge Prior to
Redemption or Maturity.

     

    The
Company’s obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of U.S. Dollars or Government Securities sufficient to pay when
due principal of and interest on the Notes to maturity or redemption, as the
case may be.

    


    
      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      

    

     

    14.           Amendment; Supplement;
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 principal amount of
the Notes then Outstanding, and any existing default or compliance with any
provision may be waived with the consent of the Holders of at least a majority
in principal amount of the Notes then Outstanding.  Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and adversely affect
the rights of any Holder.

     

    15.           Restrictive
Covenants.

     

    The
Indenture imposes certain limitations on the ability of the Company and its
Material Subsidiaries, among other things, to create, incur or assume Liens
(except for Permitted Liens), or, with respect to the Company, to consolidate
with or merge into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets and the properties and assets
of its Subsidiaries (taken as a whole) as an entirety to, any entity or entities
except under certain circumstances.  Within 120 days after the end of
each fiscal year, the Company must report to the Trustee on compliance with such
limitations.

     

    16.           Successor
Persons.

     

    When a
successor person or other entity assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

     

    17.           Defaults and
Remedies.

     

    “Event of Default” means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     

    (1)
default in the payment of any interest on any Note, or any Additional Amounts
payable with respect thereto, when the interest becomes or the Additional
Amounts become due and payable, and continuance of the default for a period of
30 days;

     

    (2)
default in the payment of the principal of or any premium on any Note, or any
Additional Amounts payable with respect thereto, when the principal or premium
becomes or the Additional Amounts become due and payable at their maturity, upon
redemption or otherwise;

     

    (3) the
Notes, the Indenture, or any part of those documents, ceases to be in full force
and effect or binding and enforceable against the Company or it becomes unlawful
for the Company to perform any material obligation under any of the foregoing
documents to which it is a party;

     

    (4) the
Company contests the enforceability of the Notes or the Indenture, or denies
that it has liability under any of the foregoing documents to which it is a
party;

    


    
      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

    

     

    (5)
default in the performance, or breach, of any covenant or warranty of the
Company in the Indenture or the Notes and continuance of the default or breach
for a period of 60 days (inclusive of any cure period contained in any such
covenant or other term for compliance thereunder) after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Notes, a written notice specifying the default or breach and
requiring it to be remedied and stating that the notice is a notice of default
under Section 603 of the Indenture;

     

    (6) any
event of default as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any External
Indebtedness of the Company, other than the Notes, or any Material Subsidiary of
the Company, whether the External Indebtedness now exists or shall hereafter be
created, shall occur and shall result in such External Indebtedness in aggregate
principal amount (or, if applicable, with an issue price and accreted original
issue discount) in excess of US$50.0 million (or its equivalent in another
currency) becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable;

     

    (7) the
entry by a court having competent jurisdiction of one or more final and
non-appealable judgments or final decrees against the Company or a Material
Subsidiary involving in the aggregate a liability (not paid or fully covered by
insurance) of US$50.0 million (or its equivalent in another currency) or more,
and all such judgments or decrees have not been vacated, discharged or stayed
within 180 days after the date set for payment;

     

    (8) the
Company stops paying or admits that it is generally unable to pay its debts as
they become due or passes a resolution to dissolve;

     

    (9) the
entry by a court having competent jurisdiction of:

     

    (a)   
a decree or order for relief in respect of the Company in an involuntary
proceeding under Bankruptcy Law, which decree or order shall remain unstayed and
in effect for a period of 180 consecutive days;

     

    (b)   
a decree or order in an involuntary proceeding under Bankruptcy Law adjudging
the Company to be insolvent, or approving a petition seeking a similar relief
under Bankruptcy Law in respect of the Company, which decree or order shall
remain unstayed and in effect for a period of 180 consecutive days;
or

     

    (c)   
a final and non-appealable order appointing a custodian, receiver, liquidator,
assignee, trustee or other similar official of the Company or of any substantial
part of the property of the Company or ordering the winding up or liquidation of
the affairs of the Company;

    


    
      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      

    

    


    (10)   
the commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency or other similar law or of a voluntary proceeding seeking
to be adjudicated insolvent or the consent by the Company to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking relief under any applicable bankruptcy, insolvency or
other similar law, or the consent by the Company to the filing of the petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action; and

     

    (11)   
a general moratorium is agreed or declared in respect of any Indebtedness of the
Company.

     

    If an
Event of Default with respect to the Notes at the time Outstanding (other than
an Event of Default specified in clause (9) or (10) of this
Section 17) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Notes may declare the
principal of all the Notes to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any declaration the principal or such lesser amount shall become immediately due
and payable.  If an Event of Default specified in clause (9) or
(10) of this Section 17 occurs, all unpaid principal of and accrued
interest on the Outstanding Notes shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Note.

     

    Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes.  Subject to certain
limitations, Holders of at least a majority in principal amount of the Notes
then Outstanding may direct the Trustee in its exercise of any trust or
power.

     

    18.           Additional
Amounts.

     

    Any
payments by the Company under or with respect to the Notes may require the
payment of Additional Amounts as may become payable under Section 1005 of the
Indenture.

     

    19.           Registration Rights
Agreement; Additional Interest.

     

    Each Holder of this Note has the
benefit of the Registration Rights Agreement and, by its acceptance hereof,
agrees to be bound by the provisions of the Registration Rights
Agreement.

     

    If a
Registration Default occurs, which means one of the following events occurs
(each a “Registration
Default”):

     

    
      	
               
      

            	
              ·

            	
              the
      Exchange Offer Registration Statement is not filed with the Commission on
      or prior to the 90th calendar day following the Closing
    Date;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      Exchange Offer Registration Statement is not declared effective on or
      prior to the 150th calendar day following the Closing Date;
    or

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      Exchange Offer is not consummated or a Shelf Registration Statement with
      respect to the Notes is not declared effective on or prior to the 180th
      calendar day following the Closing
Date;

            


    

     

    
      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

    

     

    then the
interest rate borne by the Notes that are affected by the Registration Default
with respect to the first 90-day period, or portion thereof, will be increased
(“Additional
Interest”) by an additional interest of 0.25% per annum upon the
occurrence of each Registration Default. The amount of Additional Interest will
increase by an additional 0.25% each 90-day period, or portion thereof, while a
Registration Default is continuing until all Registration Defaults have been
cured; provided that the maximum aggregate increase in the interest rate will in
no event exceed one percent (1%) per annum. Upon:

     

    
      	
               
      

            	
              ·

            	
              the
      filing of the Exchange Offer Registration Statement after the 90th
      calendar day;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      effectiveness of the Exchange Offer Registration Statement after the 150th
      calendar day;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      consummation of the Exchange Offer;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      effectiveness of the Shelf Registration Statement after the 180th calendar
      day; or

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      date of the first anniversary of the last date of the Closing
      Date;

            


    

     

    the
interest rate on the Notes will be reduced to the original interest rate set
forth on the cover page of this Note if the Company is otherwise in compliance
with this paragraph. If after any such reduction in interest rate, a different
event specified above occurs, the interest rate will again be increased pursuant
to the foregoing provisions.

     

    If the
Shelf Registration Statement is unusable by the Holders for any reason for more
than 90 days, then the interest rate borne by the Notes will be increased by
0.25% per annum of the principal amount of the Notes for the first 90-day period
(or portion thereof) beginning on the 91st day that the Shelf Registration
Statement ceased to be usable. This interest rate will be increased by an
additional 0.25% per annum of the principal amount of the Notes at the beginning
of each subsequent 90-day period; provided that the maximum aggregate increase
in the interest rate will in no event exceed one percent (1%) per annum. Any
amounts payable under this paragraph will also be deemed Additional Interest for
purposes of the Registration Rights Agreement. Upon the Shelf Registration
Statement once again becoming usable, the interest rate borne by the Notes will
be reduced to the original interest rate if the Company is otherwise in
compliance with the Registration Rights Agreement at such time. Additional
Interest shall be computed based on the actual number of days elapsed in each
90-day period in which the Shelf Registration Statement is
unusable.

     

    The Company shall notify the Trustee
within five Business Days of an event date, which is each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid. Additional Interest shall be paid by depositing with the Trustee, in
trust, for the benefit of the Holders of the Notes, on or before the applicable
Interest Payment Date, immediately available funds in sums sufficient to pay the
Additional Interest then due. The Additional Interest due shall be payable on
each Interest Payment Date to the record Holder of Notes entitled to receive the
interest payment to be paid on such date as set forth in the
Indenture.  Each obligation to pay Additional Interest shall be deemed
to accrue from and including the day following the applicable event
date.

    


    
      
        
           


        

        
          A-12

          
            

          

        

        
           


        

      

    

     

     

    The foregoing Section 19 will be
removed from the Exchange Notes to be issued and exchanged for any Notes
pursuant to the Registration Rights Agreement.  For purposes of the
Indenture, all Notes and related Exchange Notes shall vote together as one
series of Notes under the Indenture.

     

    20.           Governing Law; Submission to
Jurisdiction; Appointment of CSC; Sovereign Immunity Waiver.

     

    The
Indenture and this Note shall be governed by and construed in accordance with
the laws of the State of New York except that the laws of Colombia will govern
all matters relating to authorization and execution of the Indenture and this
Note by the Company.

     

    Each of
the Trustee and the Company irrevocably consents and agrees that any legal
action, suit or proceeding against it with respect to its obligations,
liabilities or any other matter arising out of or based on the Indenture and
this Note may be brought in any United States federal or state court in the
State of New York, County of New York.

     

    The
Company designates, appoints, and empowers Corporation Service Company with
offices currently at 1133 Avenue of the Americas, Suite 3100, New York, New York
10036, as its designee, appointee and agent to receive and accept for and on its
behalf, and its properties, assets and revenues, service of any and all legal
process, summons, notices and documents that may be served in any action, suit
or proceeding brought against any of the Company in any such United States
federal or state court with respect to its obligations, liabilities or any other
matter arising out of or in connection with the Indenture and this Note and that
may be made on such designee, appointee and agent in accordance with legal
procedures prescribed for such courts.  If for any reason such
designee, appointee and agent hereunder shall cease to be available to act as
such, the Company agrees to designate a new designee, appointee and agent in The
City of New York on the terms and for the purposes of this Section 113
reasonably satisfactory to the Trustee.  The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents in any such action, suit or proceeding against
the Company by serving a copy thereof upon the relevant agent for service of
process referred to in this Section 20 (whether or not the appointment of
such agent shall for any reason prove to be ineffective or such agent shall
accept or acknowledge such service).  The Company agrees that the
failure of any such designee, appointee and agent to give any notice of such
service to them shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based
thereon.  Each of the parties irrevocably and unconditionally waives,
to the fullest extent permitted by law, any objection that they may now or
hereafter have to the laying of venue of any of the aforesaid actions, suits or
proceedings arising out of or in connection with the Indenture and this Note
brought in the federal courts located in The City of New York or the courts of
the State of New York located in The County of New York and hereby further
irrevocably and unconditionally waives and agrees, to the fullest extent
permitted by law, not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.


    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    

     

    The Company irrevocably waives any
immunity (including sovereign immunity) from suit, action, proceeding or
jurisdiction to which it might otherwise be entitled in any such suit, action or
proceeding in any U.S. federal or New York State court in the Borough of
Manhattan, The City of New York, or in any competent court in Colombia; except
as provided under Article 177 of the Código Contencioso
Administrativo and Article 684 of the Código de Procedimiento Civil of
Colombia, the revenues, assets and property of the Company located in
Colombia are not subject to execution, set-off or attachment. In addition, to
the extent that the Company or any of its revenues, assets or properties shall
be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien,
attachment or any similar right or remedy, and to the extent that there shall be
attributed, in any jurisdiction, such an immunity, the Company hereby
irrevocably agrees not to claim and irrevocably waives such immunity to the
fullest extent permitted by the laws of such jurisdiction with respect to any
claim, suit, action, proceeding, right or remedy arising out of or in connection
with the Indenture and this Note. The Company reserves the right to plead
sovereign immunity under the United States Foreign Sovereign Immunities Act of
1976 with respect to any action brought against it under the United States
federal securities laws or any state securities laws.

     

    21.           Trustee Dealings with
Company.

     

    The
Trustee under the Indenture, 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.

     

    22.           No Recourse Against
Others.

     

    No
recourse for the payment of the principal of, premium, if any, or interest on
any of the Notes or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or in the Notes or because of the creation of any
Indebtedness represented thereby, shall be had against any shareholder, officer,
director, employee or controlling person of the Company or of any successor
thereof.

     

    23.           Authentication.

     

    This Note
shall not be valid until the Trustee or Authenticating Agent signs the
certificate of authentication on the other side of this Note.

     

    24.           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).

     

    The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to Ecopetrol S.A.,
Carrera 7 No. 37-69 Bogota, Colombia, Attention: Investor Relations
Officer.


    
      
         


      

      
        A-14

        
          

        

      

      
         


      

    


    [FORM OF
TRANSFER NOTICE]

     

    FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto

     

    Insert Taxpayer
Identification No.

     

    _________________________________________________________________________

     

    Please
print or typewrite name and address including zip code of assignee

     

    _________________________________________________________________________

    the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing

     

    ___________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.

     

    [THE
FOLLOWING PROVISION TO BE INCLUDED

    ON ALL
NOTES OTHER THAN EXCHANGE NOTES,

    OFFSHORE
GLOBAL NOTES AND

    OFFSHORE
PHYSICAL NOTES]

     

    In
connection with any transfer of this Note occurring prior to the date which is
the earlier of (i) the date of an effective registration statement or
(ii) the end of the period referred to in Rule 144 under the
Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising:

     

    [Check
One]

     

    
      	
              [  ]
      (a)

            	
              this
      Note is being transferred in compliance with the exemption from
      registration under the Securities Act of 1933, as amended, provided by
      Rule
      144A thereunder.

            


    

     

    
      
      

    

    or

     

    
      	
              [  ]
      (b)

            	
              this
      Note is being transferred other than in accordance with (a) above and
      documents are being furnished which comply with the conditions of transfer
      set forth in this Note and the
Indenture.

            


    

     

    
      
         


      

      
        A-15

        
          

        

      

      
         


      

    


    If none
of the foregoing boxes is checked, the Trustee or other Security Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 305 of the Indenture shall have
been satisfied.

     

    
      
        
          
            
              
                	
                        Date:

                      	  
      	 
      	  
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        NOTICE:        The
      signature to this assignment must

                        correspond
      with the name as written upon the face of the

                        within-mentioned
      instrument in every particular, without alteration or any change
      whatsoever.

                      


              

            

          

        

      

    

     

    TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

     

    
      
        
          
            
              	
                      Date:

                    	 
        	 
      	 
        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      NOTICE:        To
      be executed by an executive
officer

                    


            

          

        

      

    


    
      
         


      

      
        A-16

        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
wish to have this Note purchased by the Company pursuant to Section 1007 of the
Indenture, check the Box: o

     

    If you
wish to have a portion of this Note purchased by the Company pursuant to Section
1007 of the Indenture, state the
amount:  US$____________________

     

    Date:

     

    Your
Signature:
_____________________________________________________________________________________

    (Sign exactly as your name appears on
the other side of this Note)

     

    Signature
Guarantee:  ____________________________


    
      
         


      

      
        A-17

        
          

        

      

      
         


      

    


    EXHIBIT
B                     


     

    Form of
Certificate

     

    ________________,
____                     

     

    The Bank
of New York Mellon

    101
Barclay Street

    New York,
New York 10286

    Attention:  [•]

     

    Ref.:              Ecopetrol
S.A. (the “Company”)

    [•]% Notes due [•] (the “Securities”)

     

    Ladies
and Gentlemen:

     

    This
letter relates to US$              
principal amount of Securities represented by a Security (the “Legended Security”)
which bears a legend outlining restrictions upon transfer of such Legended
Security.  Pursuant to Section 204 of the Indenture dated as of July
23, 2009 (the “Indenture”) relating
to the Securities, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States to whom the
Securities could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933.  Accordingly, you
are hereby requested to exchange the legended certificate for an unlegended
certificate representing an identical principal amount of Securities, all in the
manner provided for in the Indenture.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Very
      truly yours,

                                    	 
	 	 	 
	 
      	
                                      [Name
      of Holder]

                                    	 
	 	 	 
	
                                      By:

                                    	 
        	 
	 
      	
                                      Authorized
      Signature

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C                    


     

    Form of
Certificate to Be Delivered

    in
Connection with Transfers

    Pursuant
to Regulation S

     

    ________________,
____                    


     

    The Bank
of New York Mellon

    101
Barclay Street

    New York,
New York 10286

    Attention:  [•]

     

    Ref.:              Ecopetrol
S.A. (the “Company”)

    [•]% Note due [•] (the “Securities”)

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of US$ ______________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended, and, accordingly, we represent that:

     

    if the
offer of the Securities was made prior to the expiration of the Distribution
compliance period, the offer of the Securities was not made to a U.S. person or
for the account or benefit of a U.S. person;

     

    the offer
of the Securities was not made to a person in the United States;

     

    at the
time the buy order was originated, the transferee was outside the United States
or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;

     

    no
directed selling efforts have been made by us in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and

     

    the
transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested parry in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

     

    Very truly
yours,

    
      
        
          
            
              
                
                  
                    
                      
                        
                          [Name of Transferor]

                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                By:

                                              	 
         
	 
      	
                                                Authorized
      Signature

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                          

                            
                              
                                 


                              

                              
                                C-1

                                
                                  

                                

                              

                              
                                 


                              

                            



                        

                      

                    

                  

                

              

            

          

        

      

    

    EXHIBIT
D                   

     

    Form of
Certificate to Be

    Delivered
in Connection with

    Transfers
to Non-QIB Accredited Investors

    (Other Than Outside the
United States in Reliance on Regulation S)

     

    _____________,
_____                   

     

    The Bank
of New York Mellon

    101
Barclay Street

    New York,
New York 10286

    Attention:  [•]

     

    Ref.:              Ecopetrol
S.A. (the “Company”)

    [•]% Note due [•] (the “Securities”)

     

    Dear
Ladies and Gentlemen:

     

    In
connection with our proposed purchase of US$_________ aggregate principal amount
of the Securities, we confirm that:

     

    1.           We
understand that any subsequent transfer of the Securities is subject to certain
restrictions and conditions set forth in the Indenture dated as of July 23, 2009
relating to the Securities (the “Indenture”) and the undersigned agrees to
be bound by, and not to resell, pledge or otherwise transfer the Securities
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the “Securities
Act”).

     

    2.           We
understand that the offer and sale of the Securities have not been registered
under the Securities Act, and that the Securities may not be offered or sold
except as permitted in the following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Securities, we will do so only (A) to
the Company or any subsidiary thereof, (B) in accordance with Rule 144A
under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined
below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act, or (F) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any person
purchasing any of the Securities from us a notice advising such purchaser that
resales of the Securities are restricted as stated herein.


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    3.           We
understand that, on any proposed resale of any Securities, we will be required
to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions.  We further
understand that the Securities purchased by us will bear a legend to the
foregoing effect.

     

    4.           We
are purchasing notes having a minimum purchase price of not less than US$250,000
for our own account or for any separate account for which we are
acting.

     

    5.           We
are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)(1), (2) or (3) under the
Securities Act (an “institutional accredited investor”) able to bear the
economic risk of an investment in the notes.

     

    6.           Any
purchase of notes by us will be for our own account or for the account of one or
more other institutional accredited investors for each of which we exercise sole
investment discretion (and have authority to make, and do make, the statements
contained in this letter) or as fiduciary for the account of one or more trusts,
each of which is an “accredited investor” within the meaning of Rule 501(a)(7)
under the Securities Act and for each of which we exercise sole investment
discretion; or we are a “bank” within the meaning of Section 3(a)(2) of the
Securities Act, or a “savings and loan association” or other institution
described in Section 3(a)(5)(A) of the Securities Act, that is acquiring the
notes as fiduciary for the account of one or more institutions for which we
exercise sole investment discretion.

     

    7.           We
have such knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risks of purchasing the
notes.


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

     

    Very
truly yours,

    


    [Name of
Transferee]

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              By:

                            	 
        
	
                              Authorized
Signature

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        D-3