Exhibit
4.3

     

    _______________________________

     

    Registration
Rights Agreement


     

    Dated as
of July 23, 2009


     

    among


     

    Ecopetrol
S.A.


     

    and


     

    Barclays
Capital Inc.


     

    J.P.
Morgan Securities Inc.

     

    _______________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (the "Agreement") is made
and entered into this 23rd day of July, 2009, among Ecopetrol S.A., a mixed
economy company duly established and validly existing under the laws of Colombia
(the "Company"), Barclays
Capital Inc. ("Barclays") and J.P.
Morgan Securities Inc. ("JP Morgan")
(collectively, the "Initial
Purchasers").

     

    This
Agreement is made pursuant to the Purchase Agreement, dated July 16, 2009,
among the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of U.S.$1,500,000,000 principal amount of the Company's 7.625%
Senior Notes due 2019 (the "Securities").  In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase
Agreement.

     

    In
consideration of the foregoing, the parties hereto agree as
follows:

     

    
      	
              1.

            	
              Definitions.

            


    

     

    As used
in this Agreement, the following capitalized defined terms shall have the
following meanings:

     

    "1933
Act" shall mean the Securities Act of 1933, as amended from time to
time.

     

    "1934
Act" shall mean the Securities Exchange Act of 1934, as amended from time
to time.

     

    "Business
Day" shall mean a day that is not a Saturday, a Sunday, or a day on which
banking institutions in New York, New York are authorized or required to be
closed.

     

    "Closing
Date" shall mean the Closing Time as defined in the Purchase
Agreement.

     

    "Company"
shall have the meaning set forth in the preamble and shall also include the
Company's successors.

     

    "Depositary"
shall mean The Depository Trust Company, or any other depositary appointed by
the Company, provided, however, that such depositary shall have an address in
the Borough of Manhattan, in The City of New York.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "Exchange
Offer" shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2.1 hereof.

     

    "Exchange
Offer Registration" shall mean a registration under the 1933 Act effected
pursuant to Section 2.1 hereof.

     

    "Exchange
Offer Registration Statement" shall mean an exchange offer registration
statement on Form F-4 (or, if applicable, on another appropriate form), and
all amendments and supplements to such registration statement, including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.

     

    "Exchange
Period" shall have the meaning set forth in Section 2.1
hereof.

     

    "Exchange
Securities" shall mean the 7.625% Senior Notes due 2019 issued by the
Company under the Indenture containing terms identical to the Securities in all
material respects (except for references to certain interest rate provisions,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.

     

    "Free
Writing Prospectus" means each free writing prospectus (as defined in Rule 405
under the 1933 Act) prepared by or on behalf of the Company or used or referred
to by the Company in connection with the sale of the Securities or the Exchange
Securities.

     

    "Holder"
shall mean an Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect
transferees who become registered owners of Registrable Securities under the
Indenture and each Participating Broker-Dealer that holds Exchange Securities
for so long as such Participating Broker-Dealer is required to deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.

     

    "Indenture"
shall mean the Indenture relating to the Securities dated as of the date hereof,
between the Company and The Bank of New York Mellon, as Trustee.

     

    "Initial
Purchaser" or "Initial Purchasers" shall have the meaning set forth in the
preamble.

     

    "Majority
Holders" shall mean the Holders of a majority of the aggregate principal amount
of Outstanding (as defined in the Indenture) Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company and other obligors on the Securities or any (as defined in the
Indenture) of the Company shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage
amount.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    "Participating
Broker-Dealer" shall mean any of Barclays, JP Morgan and any other broker-dealer
which makes a market in the Securities and exchanges Registrable Securities in
the Exchange Offer for Exchange Securities.

     

    "Person"
shall mean an individual, partnership (general or limited), corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

     

    "Private
Exchange" shall have the meaning set forth in Section 2.1
hereof.

     

    "Private
Exchange Securities" shall have the meaning set forth in Section 2.1
hereof.

     

    "Prospectus"
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including any such prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by a Shelf Registration Statement, and by all other amendments and
supplements to a prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.

     

    "Purchase
Agreement" shall have the meaning set forth in the preamble.

     

    "Registrable
Securities" shall mean the Securities and, if issued, the Private Exchange
Securities; provided, however, that Securities and, if issued, the Private
Exchange Securities, shall cease to be Registrable Securities when (i) a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Registration Statement, (ii) such Securities shall have
ceased to be outstanding or (iii) the Exchange Offer is consummated (except
in the case of Securities purchased from the Company and continued to be held by
the Initial Purchasers).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    "Registration
Expenses" shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation:
(i) all SEC, stock exchange or Financial Industry Regulatory Authority
("FINRA")
registration and filing fees, including, if applicable, the fees and expenses of
any "qualified independent underwriter" (and its counsel) that is required to be
retained by any holder of Registrable Securities in accordance with the rules
and regulations of FINRA, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws and compliance with the
rules of FINRA (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities and any filings with FINRA),
(iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges, (v) all rating agency fees, (vi) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, (vii) the fees and expenses of the Trustee, and any escrow
agent or custodian, (viii) the reasonable expenses of the Initial
Purchasers in connection with the Exchange Offer, including the reasonable fees
and expenses of counsel to the Initial Purchasers in connection therewith,
(ix) the reasonable fees and disbursements of Chadbourne & Parke LLP,
counsel representing the Holders of Shelf Registrable Securities or Special
Counsel and (x) the reasonable fees and disbursements of the underwriters
customarily required to be paid by issuers or sellers of securities and the fees
and expenses of any special experts retained by the Company in connection with
any Registration Statement, but excluding underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

     

    "Registration
Statement" shall mean any registration statement of the Company which covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions
of this Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     

    "SAS 72"
shall mean Statement on Auditing Standards No. 72.

     

    "SEC"
shall mean the United States Securities and Exchange Commission or any successor
agency or government body performing the functions currently performed by the
United States Securities and Exchange Commission.

     

    "Shelf
Registrable Securities" shall have the meaning set forth in
Section 2.5.

     

    "Shelf
Registration" shall mean a registration effected pursuant to Section 2.2
hereof.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    "Shelf
Registration Statement" shall mean a "shelf" registration statement of the
Company pursuant to the provisions of Section 2.2 of this Agreement which
covers all of the Registrable Securities or all of the Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

     

    "Special
Counsel" shall have the meaning set forth in Section 3(g)(i).

     

    "TIA"
shall mean the Trust Indenture Act of 1939, as amended.

     

    "Trustee"
shall mean the trustee with respect to the Securities under the
Indenture.

     

    
      	
              2.

            	
              Registration
      Under the 1933 Act.

            


    

     

    2.1           Exchange
Offer.  The Company shall, for the benefit of the Holders, at the
Company's cost, (A) use its best efforts to file with the SEC an Exchange
Offer Registration Statement within 90 days on an appropriate form under
the 1933 Act with respect to a proposed Exchange Offer and the issuance and
delivery to the Holders, in exchange for the Registrable Securities (other than
Private Exchange Securities), of a like principal amount of Exchange Securities,
(B) use its reasonable best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the 1933 Act within 150
days of the Closing Date, (C) use its best efforts to keep the Exchange
Offer Registration Statement effective until the closing of the Exchange Offer,
(D) use its best efforts to cause the Exchange Offer to be consummated not
later than 180 days following the Closing Date and (E) for a period of
90 days following the consummation of the exchange offer, to make available
a prospectus meeting the requirements of the Securities Act to any Participating
Broker-Dealer for use in connection with any resale of any Exchange Securities
acquired in the Exchange Offer.  The Exchange Securities will be
issued under the Indenture.  Upon the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer
tendering Registrable Securities acquired directly from the Company for its own
account, (c) acquired the Exchange Securities in the ordinary course of
such Holder's business and (d) has no arrangements or understandings with
any Person to participate in the Exchange Offer for the purpose of distributing
the Exchange Securities) to transfer such Exchange Securities from and after
their receipt without any limitations or restrictions under the 1933 Act and
under state securities or blue sky laws.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    In
connection with the Exchange Offer, the Company shall:

     

    (a)           mail
as promptly as practicable to each Holder a copy of the Prospectus forming part
of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;

     

    (b)           keep
the Exchange Offer open for acceptance for a period of not less than 20 Business
Days after the date notice thereof is mailed to the Holders (or longer if
required by applicable law) (such period referred to herein as the "Exchange
Period");

     

    (c)           utilize
the services of the Depositary for the Exchange Offer;

     

    (d)           permit
Holders to withdraw tendered Registrable Securities at any time prior to the
close of business, New York City time, on the last Business Day of the Exchange
Period, by sending to the institution specified in the notice, a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for exchange, and a
statement that such Holder is withdrawing such Holder's election to have such
Securities exchanged;

     

    (e)           notify
each Holder that any Registrable Security not tendered will remain outstanding
and continue to accrue interest, but will not retain any rights under this
Agreement (except in the case of the Initial Purchasers and Participating
Broker-Dealers as provided herein); and

     

    (f)           otherwise
comply in all material respects with all applicable laws relating to the
Exchange Offer.

     

    If, prior
to consummation of the Exchange Offer, the Initial Purchasers hold any
Securities acquired by them and having the status of an unsold allotment in the
initial distribution, the Company upon the request of any Initial Purchaser
shall, simultaneously with the delivery of the Exchange Securities in the
Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the
"Private Exchange") for the Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company on a senior basis, that are
identical (except that such securities shall bear appropriate transfer
restrictions) to the Exchange Securities (the "Private Exchange
Securities").

     

    The
Exchange Securities and the Private Exchange Securities shall be issued under
(i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA, or is exempt from such qualification and shall provide that the
Exchange Securities shall not be subject to the transfer restrictions set forth
in the Indenture but that the Private Exchange Securities shall be subject to
such transfer restrictions.  The Indenture or such indenture shall
provide that the Exchange Securities, the Private Exchange Securities and the
Securities shall vote and consent together on all matters as one class and that
none of the Exchange Securities, the Private Exchange Securities or the
Securities will have the right to vote or consent as a separate class on any
matter.  The Private Exchange Securities shall be of the same series
as the Exchange Securities.


    
      
         


      

      
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    As soon
as practicable after the close of the Exchange Offer and/or the Private
Exchange, as the case may be, the Company shall:

     

    (i)           accept
for exchange all Registrable Securities duly tendered and not validly withdrawn
pursuant to the Exchange Offer in accordance with the terms of the Exchange
Offer Registration Statement and the letter of transmittal which shall be an
exhibit thereto;

     

    (ii)           accept
for exchange all Securities properly tendered and not validly withdrawn pursuant
to the Private Exchange;

     

    (iii)           
deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Securities so accepted for exchange; and

     

    (iv)           cause
the Trustee promptly to authenticate and deliver Exchange Securities or Private
Exchange Securities, as the case may be, to each Holder of Registrable
Securities so accepted for exchange in a principal amount equal to the principal
amount of the Registrable Securities of such Holder so accepted for
exchange.  Interest on each Exchange Security and Private Exchange
Security will accrue from the last date on which interest was paid on the
Registrable Securities surrendered in exchange therefor or, if no interest has
been paid on the Registrable Securities, from the date of original
issuance.  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than (i) that the Exchange Offer or the
Private Exchange, or the making of any exchange by a Holder, does not violate
applicable law or any applicable interpretation of the staff of the SEC,
(ii) the valid tendering of Registrable Securities in accordance with the
Exchange Offer and the Private Exchange, (iii) that each Holder of
Registrable Securities exchanged in the Exchange Offer shall have represented
that all Exchange Securities to be received by it shall be acquired in the
ordinary course of its business and that at the time of the consummation of the
Exchange Offer it shall have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities and shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render the use of Form F-4 or other appropriate form under the 1933 Act
available and (iv) that no action or proceeding shall have been instituted
or threatened in any court or by or before any governmental agency with respect
to the Exchange Offer or the Private Exchange which, in the Company's judgment,
would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer or the Private Exchange.  The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.


    
      
         


      

      
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    Upon
consummation of the Exchange Offer in accordance with this Agreement, the
Company shall have no further obligation to register the Registrable Securities
pursuant to Section 2.2 of this Agreement.

     

    2.2           Shelf
Registration. (i) If, because of any changes in law, SEC rules or
regulations or applicable interpretations thereof by the staff of the SEC, the
Company determines after consultation with its outside counsel that it is not
permitted to effect the Exchange Offer as contemplated by Section 2.1
hereof, (ii) if for any other reason (A) the Exchange Offer
Registration Statement is not declared effective within 150 days following
the Closing Date or (B) the Exchange Offer is not consummated within
180 days after the Closing Date, (iii) upon the request of any Initial
Purchaser holding Private Exchange Securities that are not eligible to be
exchanged for Exchange Securities in the Exchange Offer or if the Initial
Purchasers do not receive freely tradable Exchange Securities in the Exchange
Offer or (iv) upon notice of any Holder (other than an Initial Purchaser)
given to the Company in writing within 30 days after the commencement of
the Exchange Offer that (A) due to a change in law or SEC policy it is not
entitled to participate in the Exchange Offer, (B) due to a change in law
or SEC policy it may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) it is a broker-dealer and
owns Registrable Securities acquired directly from the Company or an affiliate
of the Company, then in case of each of clauses (i) through (iv) the
Company shall, at its cost:

     

    (a)           As
promptly as practicable, file with the SEC, and thereafter shall use its
reasonable best efforts to cause to be declared effective as promptly as
practicable but no later than 150 days after the original issue date of the
Registrable Securities, a Shelf Registration Statement relating to the offer and
sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.


    
      
         


      

      
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    (b)           Use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of one year from the original issue of the
Registrable Securities, or for such shorter period that will terminate when all
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding or
otherwise to be Registrable Securities (the "Effectiveness Period"); provided,
however, that the Effectiveness Period in respect of the Shelf Registration
Statement shall be extended up to a maximum of 90 days if necessary to
permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the 1933 Act and as otherwise provided herein.

     

    (c)           Notwithstanding
any other provisions hereof, use its reasonable best efforts to ensure that
(i) any Shelf Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations thereunder,
(ii) any Shelf Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) any Prospectus forming part
of any Shelf Registration Statement, and any supplement to such Prospectus (as
amended or supplemented from time to time), does not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements, in light of the circumstances under which they were made, not
misleading.

     

    The
Company agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders
of Registrable Securities copies of any such supplement or amendment promptly as
reasonably practicable after its being used or filed with the SEC.

     

    2.3           Expenses.  The
Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2.1 or 2.2.  Each Holder shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to the
Shelf Registration Statement.

     

    2.4           Effectiveness.

     

    (a)           The
Company will be deemed not to have used its reasonable best efforts to cause the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, to become, or to remain, effective during the requisite period
if the Company voluntarily takes any action that would, or omits to take any
action which omission would, result in any such Registration Statement not being
declared effective or in the Holders of Registrable Securities covered thereby
not being able to exchange or offer and sell such Registrable Securities during
that period as and to the extent contemplated hereby, unless (i) such
action is required by applicable law, or (ii) such action is taken by the
Company in good faith and for valid business reasons (not including avoidance of
the Company's obligations hereunder), including the acquisition or divestiture
of assets, so long as the Company promptly thereafter complies with the
requirements of Section 3(k) hereof, if applicable.


    
      
         


      

      
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    (b)           An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a
Shelf Registration Statement pursuant to Section 2.2 hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

     

    2.5           Interest.  In
the event that either (a) the Exchange Offer Registration Statement is not
filed with the Commission on or prior to the 90th calendar day following the
Closing Date, (b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 150th calendar day following the Closing
Date or (c) the Exchange Offer is not consummated or, if required, a Shelf
Registration Statement is not declared effective, in either case, on or prior to
the 180th calendar day following the Closing Date (each such event referred to
in clauses (a) through (c) above, a "Registration Default"), the
interest rate borne by the Securities shall be increased ("Additional Interest")
by one-quarter of one percent (0.25%) per annum upon the occurrence of each
Registration Default, which rate will increase by one quarter of one percent
(0.25%) at the beginning of each 90-day period (or portion thereof) that
such Additional Interest continues to accrue under any such circumstance,
provided that the maximum aggregate increase in the interest rate will in no
event exceed one percent (1%) per annum provided, however, that no
Additional Interest shall be payable if the Exchange Offer Registration
Statement is not filed or declared effective or the Exchange Offer is not
consummated on account of the reasons set forth in clause (i) of the first
paragraph of Section 2.2 (it being understood, however, that in any such
case the Company shall be obligated to file a Shelf Registration Statement and
Additional Interest shall be payable if the Shelf Registration Statement is not
declared effective in accordance with clause (c)), that no Additional
Interest shall be payable if the Shelf Registration Statement is not declared
effective as set forth above because the request under clause (iii) of
Section 2.2 or notice under clause (iv) of Section 2.2 was not made on
a timely basis; and provided, further, that Additional Interest shall only be
payable in case the Shelf Registration Statement is not declared effective as
aforesaid.

     

    Immediately
following the cure of a Registration Default, the accrual of Additional Interest
with respect to that particular Registration Default will
cease.  Immediately following the cure of all Registration Defaults or
the date of the first anniversary of the Closing Date, the accrual of Additional
Interest will cease and the interest rate will revert to the original
rate.


    
      
         


      

      
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    If the
Shelf Registration Statement is declared effective but becomes unusable by the
Holders of Registrable Securities covered by such Shelf Registration
Statement ("Shelf Registrable Securities") for any reason, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 90 days in the
aggregate, then the interest rate borne by the Shelf Registrable Securities will
be increased by one-quarter of one percent (0.25%) per annum of the
principal amount of the Securities for the first 90-day period (or portion
thereof) beginning on the 91st such day that such Shelf Registration Statement
ceases to be usable, which rate shall be increased by an additional one-quarter
of one percent (0.25%) per annum of the principal amount of the Securities
at the beginning of each subsequent 90-day period; provided that the maximum
aggregate increase in the interest rate as a result of a Shelf Registration
Statement being unusable (inclusive of any interest that accrues on such Shelf
Registrable Securities pursuant to the first paragraph of this Section 2.5)
will in no event exceed one percent (1%) per annum.  Upon the
Shelf Registration Statement once again becoming usable, the interest rate borne
by the Shelf Registrable Securities will be reduced to the original interest
rate.  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 after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an "Event Date").  Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities entitled to receive the interest payment, on or before
the applicable semiannual 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 Securities 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.

     

    3.           Registration
Procedures.

     

    In
connection with the obligations of the Company with respect to Registration
Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

     

    (a)           prepare
and file with the SEC a Registration Statement, within the relevant time period
specified in Section 2, on the appropriate form under the 1933 Act, which
form (i) shall be selected by the Company, (ii) shall, in the case of
a Shelf Registration, be available for the sale of the Shelf Registrable
Securities by the selling Holders thereof, and (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the SEC
to be filed therewith or incorporated by reference therein;


    
      
         


      

      
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    (b)           prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary under applicable law to keep such
Registration Statement effective for the applicable period; and cause each
Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision
then in force) under the 1933 Act and comply with the provisions of the 1933
Act, the 1934 Act and the rules and regulations thereunder applicable to them
with respect to the disposition of all securities covered by each Registration
Statement during the applicable period in accordance, in the case of a Shelf
Registration, with the intended method or methods of distribution by the selling
Holders thereof (including sales by any Participating
Broker-Dealer);

     

    (c)           in
the case of a Shelf Registration, (i) notify each Holder of Registrable
Securities, at least five business days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the
use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities, in accordance with applicable law, in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

     

    (d)           use
its best efforts to register or qualify the Registrable Securities under all
applicable state securities or "blue sky" laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement and each
underwriter of an underwritten offering of Registrable Securities shall
reasonably request by the time the applicable Registration Statement is declared
effective by the SEC, and do any and all other acts and things which may be
reasonably necessary or advisable to enable each such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) take any action which would
subject it to general service of process or taxation in any such jurisdiction
where it is not then so subject, or (iii) conform its capitalization or the
composition of its assets at the time to the securities or blue sky laws of such
jurisdiction;


    
      
         


      

      
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    (e)           notify
promptly each Holder of Registrable Securities under a Shelf Registration or any
Participating Broker-Dealer who has notified the Company that it is utilizing
the Exchange Offer Registration Statement as provided in paragraph (f)
below and, if requested by such Holder or Participating Broker-Dealer, confirm
such advice in writing promptly (i) when a Registration Statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of any request by the SEC or any state securities
authority for post-effective amendments and supplements to a Registration
Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any
state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) in the case of a Shelf Registration, if, between the effective date of
a Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all
material respects, (v) of the happening of any event or the discovery of
any facts during the period a Shelf Registration Statement is effective which
makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading, (vi) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities or the Exchange Securities, as the case may be, for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vii) of any determination by the Company that a post-effective
amendment to such Registration Statement would be appropriate;

     

    (f)           in
the case of the Exchange Offer Registration Statement (i) include in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution"
which section shall be reasonably acceptable to Barclays and JP Morgan on behalf
of the Participating Broker-Dealers, and which shall contain a summary statement
of the positions taken or policies made by the staff of the SEC with respect to
the potential "underwriter" status of any broker-dealer that holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by
such broker-dealer in the Exchange Offer, whether such positions or policies
have been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of Barclays and JP Morgan on behalf of the
Participating Broker-Dealers and its counsel, represent the prevailing views of
the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Securities for Registrable Securities pursuant to the Exchange
Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who
has delivered to the Company the notice referred to in Section 3(e),
without charge, as many copies of each Prospectus included in the Exchange Offer
Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, as such Participating Broker-Dealer may reasonably
request, (iii) hereby consent to the use of the Prospectus forming part of
the Exchange Offer Registration Statement or any amendment or supplement
thereto, by any Person subject to the prospectus delivery requirements of the
SEC, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Securities covered by the Prospectus or any amendment
or supplement thereto, and (iv) include in the transmittal letter or
similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:

     

    
      
        
        

      

      
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    "If the
exchange offeree is a broker-dealer holding Registrable Securities acquired for
its own account as a result of market-making activities or other trading
activities, it will deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of Exchange Securities received in respect of
such Registrable Securities pursuant to the Exchange Offer";

     

    and
(y) a statement to the effect that by a broker-dealer making the
acknowledgment described in clause (x) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer will
not be deemed to admit that it is an underwriter within the meaning of the 1933
Act;

     

    (g)           in
the case of a Shelf Registration, furnish Chadbourne & Parke LLP, as special
counsel for the Holders of Shelf Registrable Securities (or, if Chadbourne &
Parke LLP is unable or unwilling to serve, such other special counsel (but not
more than one) as may be selected by the Holders of a majority in principal
amount of such Shelf Registrable Securities ("Special Counsel")), copies of
comment letters received from the SEC or any other request by the SEC or any
state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;

     

    (h)           make
every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible
moment;

     

    (i)           in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, and each underwriter, if any, without charge, at least one conformed
copy of each Registration Statement and any post-effective amendment thereto,
including financial statements and schedules (without documents
incorporated therein by reference and all exhibits thereto, unless requested in
writing);


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (j)           
in the case of a Shelf Registration, cooperate with the selling Holders of Shelf
Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Shelf Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Shelf Registrable Securities to
be in such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Shelf Registrable Shelf Securities;

     

    (k)           in
the case of a Shelf Registration, upon the occurrence of any event or the
discovery of any facts, each as contemplated by Sections 3(e)(v) and
3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
event, use its best efforts to prepare a supplement or post-effective amendment
to the Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Shelf Registrable Securities or
Participating Broker- Dealers, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  At such
time as such public disclosure is otherwise made or the Company determines that
such disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to finish each Holder
such number of copies of the Prospectus as amended or supplemented, as such
Holder may reasonably request and the Initial Purchasers, on their own behalf
and on behalf of subsequent holders, hereby agree to suspend use of the
Prospectus until the Company has amended or supplemented to correct such
misstatement or omission;

     

    (l)           obtain
a CUSIP number for all Exchange Securities, Private Exchange Securities or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities, Private Exchange Securities or the Registrable
Securities, as the case may be, in a form eligible for deposit with the
Depositary;

     

    (m)          (i)
cause the Indenture to be qualified under the TIA in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be, (ii) cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and (iii) execute, and use its best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely
manner;


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (n)           in
the case of a Shelf Registration, enter into customary agreements (including
underwriting agreements) and take all other customary and appropriate actions in
order to expedite or facilitate the disposition of such Shelf Registrable
Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration:

     

    (i)           make
such representations and warranties to the Holders of such Shelf Registrable
Securities and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings as
may be reasonably requested by them;

     

    (ii)           obtain
opinions of United States and Colombian counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and the holders of
a majority in principal amount of the Shelf Registrable Securities being sold
and their respective counsel) addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters with such customary exceptions and
qualifications as contained in the opinions delivered pursuant to the Purchase
Agreement;

     

    (iii)           obtain
"cold comfort" letters and updates thereof from the Company's independent
certified public accountants (and, if necessary, any other independent certified
public accountants of any material subsidiary of the Company or of any business
acquired by the Company for which financial statements are, or are required to
be, included in the Registration Statement) addressed to each selling Holder of
Shelf Registrable Securities (to the extent permitted by applicable professional
standards) and the underwriters, if any, such letters to be in customary form
and covering matters of the type customarily covered in "cold comfort" letters
to underwriters in connection with similar underwritten offerings;

     

    (iv)           if
so requested by the Majority Holders, enter into a securities sales agreement
with the Holders and an agent of the Holders providing for, among other things,
the appointment of such agent for the selling Holders for the purpose of
soliciting purchases of Shelf Registrable Securities, which agreement shall be
in form, substance and scope customary for similar offerings;


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (v)           if
an underwriting agreement is entered into, cause the same to set forth
indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4 hereof
with respect to the underwriters and all other parties to be indemnified
pursuant to said Section or, at the request of any underwriters, in the form
customarily provided to such underwriters in similar types of transactions;
provided that such underwriting agreement shall contain customary provisions
regarding indemnification of the Company with respect to information provided by
the underwriter; and

     

    (vi)           deliver
such documents and certificates as may be reasonably requested and as are
customarily delivered in similar offerings to the Majority Holders of the Shelf
Registrable Securities being sold and the managing underwriters, if
any.

     

    The above
shall be done at (i) the effectiveness of such Registration
Statement (and each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent
required thereunder;

     

    (o)           in
the case of a Shelf Registration, make available for inspection by
representatives of the Holders of the Registrable Securities, any underwriters
participating in any disposition pursuant to a Shelf Registration Statement, any
Participating Broker-Dealer, any Special Counsel or any accountant retained by
any of the foregoing, all financial and other records, pertinent corporate
documents and properties of the Company reasonably requested by any such
persons, and cause the respective officers, directors, employees, and any other
agents of the Company to supply all information reasonably requested by any such
representative, underwriter, Special Counsel or accountant in connection with a
Registration Statement, and make such representatives of the Company available
for discussion of such documents as shall be reasonably requested by the Initial
Purchasers, provided, however that such records, documents or information which
the Company identifies as being confidential shall not be disclosed by the
representative, Holder, attorney or accountant unless (i) the disclosure of
such records, documents or information is necessary to avoid or correct a
misstatement or omission in a Registration Statement, (ii) the release of
such records, documents or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or as part of the evidentiary
procedures of a court of competent jurisdiction; or (iii) such records,
documents or information have previously been generally made available to the
public.


    
      
         


      

      
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    (p)           in
the case of a Shelf Registration, a reasonable time prior to filing any Shelf
Registration Statement, any Prospectus forming a part thereof, any amendment to
such Shelf Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Holders of Shelf Registrable Securities,
to the Initial Purchasers, to Special Counsel and to the underwriter or
underwriters of an underwritten offering of Shelf Registrable Securities, if
any, make such changes in any such document prior to the filing thereof as the
Initial Purchasers, Special Counsel or the underwriter or underwriters
reasonably request and not file any such document in a form to which the
Majority Holders of Shelf Registrable Securities, the Initial Purchasers on
behalf of the Holders of Registrable Securities, Special Counsel or any
underwriter shall not have previously been advised and furnished a copy of or to
which such Majority Holders, the Initial Purchasers of behalf of the Holders of
Registrable Securities, Special Counsel or any underwriter shall reasonably
object, and make the representatives of the Company available for discussion of
such document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders, Special Counsel or
any underwriter;

     

    (q)           in
the case of a Shelf Registration, use its best efforts to cause all Exchange
Securities and Shelf Registrable Securities to be listed on any securities
exchange on which similar debt securities issued by the Company are then listed
if requested by the Majority Holders or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if
any;

     

    (r)           in
the case of a Shelf Registration, use its reasonable best efforts to cause the
Shelf Registrable Securities to be rated by the same nationally recognized
statistical rating agencies rating the Registrable Securities, if so requested
by the Majority Holders, or if requested by the underwriter or underwriters of
an underwritten offering of Registrable Securities, if any;

     

    (s)           otherwise
comply with all applicable rules and regulations of the SEC and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering at least 12 months which shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 thereunder;

     

    (t)           cooperate
and assist in any filings required to be made with FINRA and, in the case of a
Shelf Registration, in the performance of any due diligence investigation by any
underwriter and its counsel (including any "qualified independent underwriter"
that is required to be retained in accordance with the rules and regulations of
FINRA); and

     

    (u)           upon
consummation of an Exchange Offer or a Private Exchange, obtain a customary
opinion of counsel to the Company addressed to the Trustee, if so required by
the Trustee, which includes an opinion that (i) the Company has duly
authorized, executed and delivered the Exchange Securities and/or Private
Exchange Securities, as applicable, and the related indenture, and
(ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its respective terms (with customary
exceptions).


    
      
         


      

      
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    In the
case of a Shelf Registration Statement, the Company may (as a condition to such
Holder's participation in the Shelf Registration) require each Holder of Shelf
Registrable Securities to furnish to the Company such information regarding the
Holder and the proposed distribution by such Holder of such Shelf Registrable
Securities as the Company may from time to time reasonably request in writing
for use in connection with any Shelf Registration Statement or Prospectus
included therein, including without limitation, information specified in
Item 507 of Regulation S-K under the 1933 Act.

     

    In the
case of a Shelf Registration Statement, each Holder agrees that, upon receipt of
any notice from the Company of the happening of any event or the discovery of
any facts, each of the kind described in Section 3(e)(v) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such Shelf
Registrable Securities current at the time of receipt of such
notice.

     

    During
any 365-day period, the Company, upon notice to the Holders, may suspend the
availability of such Registration Statement for up to two periods of up to 90
consecutive days (except for the consecutive 90-day period immediately prior to
the maturity of the Securities), but not more than an aggregate of 90 days
during any 365-day period, if the Company's Board of Directors determines in
good faith that there is a valid purpose for the suspension.

     

    If any of
the Registrable Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the underwriter or underwriters and manager or
managers that will manage such offering will be selected by the Majority Holders
of such Registrable Securities included in such offering, provided such
selection is acceptable to the Company.  No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting
arrangements.

     

    The
Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any
Free Writing Prospectus.


    
      
         


      

      
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    4.           Indemnification;
Contribution.

     

    (a)           The
Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder, each Participating Broker-Dealer, each Person who participates as an
underwriter (any such Person being an "Underwriter"), each of their respective
directors, officers and affiliates and each Person, if any, who controls any
Holder or Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

     

    (i)           against
any and all loss, liability, claim, damage and expense, as incurred, arising out
of any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment or supplement thereto)
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arising out of any untrue statement or alleged untrue statement of a material
fact contained in any Prospectus (or any amendment or supplement thereto) or any
Free Writing Prospectus used in violation of this Agreement or any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the
1933 Act or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

     

    (ii)           against
any and all loss, liability, claim, damage and expense, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim based upon any such untrue statement or omission, or
any such alleged untrue statement or omission; provided that any such settlement
is effected with the written consent of the Company; and

     

    (iii)           against
any and all expense, as incurred (including the fees and disbursements of
counsel chosen by any indemnified party as provided therein), reasonably
incurred in investigating or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii) above;

     

    provided,
however, that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Holder or
Underwriter expressly for use in a Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement
thereto).


    
      
         


      

      
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    (b)           Each
Holder severally, but not jointly, agrees to indemnify and hold harmless the
Company, the Initial Purchasers, each Underwriter and the other selling Holders,
and each of their respective directors, officers and affiliates, and each
Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and
in conformity with written information with respect to such Holder furnished to
the Company by such Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment
or supplement thereto); provided, however, that no such Holder shall be liable
for any claims hereunder in excess of the amount of net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

     

    (c)           Each
indemnified party shall give written notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, and the
indemnifying party shall assume the defense thereof, including the employment of
counsel satisfactory to the indemnified party, and the payment of all
expenses.  Any omission to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses.  The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party’s choice at the indemnifying party’s expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel
shall be reasonably satisfactory to the indemnified
party.  Notwithstanding the indemnifying party’s election to appoint
counsel (including local counsel) to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including one local counsel per jurisdiction, in each case reasonably
acceptable to the indemnifying party), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if:  (i)
the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.


    
      
         


      

      
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    (d)           If
the indemnification provided for in this Section 4 is for any reason
unavailable to hold harmless an indemnified party (other than by reason of the
first sentence of Section 4(c)) in respect of any losses, liabilities,
claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Holders and the Initial Purchasers on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     

    The
relative fault of the Company on the one hand and the Holders and the Initial
Purchasers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company, the Holders or the Initial Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

     

    The
Company, the Holders and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this
Section 4.  The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.


    
      
         


      

      
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    Notwithstanding
the provisions of this Section 4, in no event shall any Initial Purchaser
be required to contribute any amount in excess of the amount by which the total
price at which the Securities purchased and sold by it pursuant to the Purchase
Agreement exceeds the amount of any damages which such Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

     

    No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

     

    For
purposes of this Section 4, each Person, if any, who controls an Initial
Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act and each of their respective directors,
officers, agents, employees and affiliates shall have the same rights to
contribution as such Initial Purchaser or Holder, and each Person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act and each of the Company's directors, officers,
agents, employees and affiliates shall have the same rights to contribution as
the Company.  The Initial Purchasers' respective obligations to
contribute pursuant to this Section 4 are several in proportion to the
principal amount of Securities set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint.

     

    
      	
              5.

            	
              Miscellaneous.

            


    

     

    5.1           Rule 144
and Rule 144A.  For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder.  If the Company ceases to
be so required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144 under
the 1933 Act, (b) deliver such information to a prospective purchaser as is
necessary under applicable rules and regulations to permit sales pursuant to
Rule 144A under the 1933 Act and it will take such further action as any
Holder of Registrable Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule
may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules
or regulations hereafter adopted by the SEC.  Upon the request of any
Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such
requirements.  The Company's obligations under this Section 5.1
shall terminate upon the later of the consummation of the Exchange Offer and the
Effectiveness Period.


    
      
         


      

      
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    5.2           No
Inconsistent Agreements.  The Company has not entered into and the
Company will not after the date of this Agreement enter into any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's other issued and outstanding securities under
any such agreements.

     

    5.3           Amendments
and Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or
departure.

     

    5.4           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, registered first-class mail, telecopier, or
any courier guaranteeing overnight delivery (a) if to a Holder, at the most
current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Section 5.4, which address
initially is the address set forth in the Purchase Agreement with respect to the
Initial Purchasers; and (b) if to the Company, initially at the Company's
address set forth in the Purchase Agreement, and thereafter at such other
address of which notice is given in accordance with the provisions of this
Section 5.4.

     

    All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged,
if telecopied; and on the next business day if timely delivered to an air
courier guaranteeing overnight delivery.

     

    Copies of
all such notices, demands, or other communications shall be concurrently
delivered by the person giving the same to the Trustee under the Indenture, at
the address specified in such Indenture.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    5.5           Successor
and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement or the Indenture.  If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

     

    5.6           Third
Party Beneficiaries.  Each Holder of Registrable Securities shall be a
third party beneficiary to the agreements made hereunder between the Company, on
the one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights
hereunder.  The Initial Purchasers (even if the Initial Purchasers are
not Holders of Registrable Securities) shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Holders,
on the other hand, and shall have the right to enforce such agreements directly
to the extent they deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder.

     

    5.7           Specific
Enforcement.  Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Sections 2.1 through 2.4
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 2.1 through 2.4 hereof.

     

    5.8           Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    5.9           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    5.10           GOVERNING
LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS;
WAIVER OF JURY TRIAL.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    (a)           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, EXCEPT THAT ALL MATTERS GOVERNING THE AUTHORIZATION AND
EXECUTION OF THIS AGREEMENT BY THE COMPANY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF COLOMBIA.

     

    (b)           Each
of the Initial Purchasers 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 Agreement may be
brought in any United States federal or state court in the State of New York,
County of New York.

     

    (c)           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 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 Agreement 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 5 reasonably satisfactory to the
Majority Holders.  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 5.10 (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 Agreement 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.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    (d)           The
Company and each of the Initial Purchasers hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

     

    5.11           Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     

    5.12           Currency.  To
the fullest extent permitted by law, the obligation of the Company in respect of
any amount due under this Agreement will, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in U.S. dollars (the "relevant currency") that the
party entitled to receive such payment may, in accordance with its normal
procedures, purchase with the sum paid in such other currency (after any premium
and costs of exchange) on the Business Day immediately following the day on
which such party receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the Company will pay such additional amounts, in the relevant
currency, as may be necessary to compensate for the shortfall.  Any
obligation of the Company not discharged by such payment will, to the fullest
extent permitted by applicable law, be due as a separate and independent
obligation and, until discharged as provided herein, will continue in full force
and effect.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

     

    
      
        
          
            
              	
                      ECOPETROL
      S.A.

                    	 
      
	 
      	 
      
	
                      By:

                    	
                      /s/
      Adriana Echeverri

                    
	 
      	
                      Name: Adriana
      Echeverri

                    
	 
      	
                      Title:  
      Chief Financial
Officer

                    


            

          

        

      

    

     

    
      
        
          
            
              	
                      CONFIRMED
      AND ACCEPTED

                      as
      of the date first above written:

                    
	 
      	 
      
	
                      BARCLAYS
      CAPITAL INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Pamela Kendall

                    
	 
      	
                      Name: Pamela
      Kendall

                    
	 
      	
                      Title:   Director

                    
	 
      	 
      
	
                      J.P.
      MORGAN SECURITIES INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Carlos Ruiz de Gamboa

                    
	 
      	
                      Name: Carlos
      Ruiz de Gamboa

                    
	 
      	
                      Title:   Managing
      Director