exv4w3






Exhibit 4.3




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated January 12, 2011 (this “Agreement”) is
entered into by and between Bancolombia S.A., a Colombian banking institution incorporated under
the laws of the Republic of Colombia as a sociedad anónima (the “Company”) and J.P. Morgan
Securities LLC (“J.P. Morgan”) (the “Initial Purchaser”).



     The Company and the Initial Purchaser are parties to the Purchase Agreement dated January 12,
2011 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial
Purchaser of U.S.$520,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due
2016 (the “Securities”). As an inducement to the Initial Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide to the Initial Purchaser and its direct and
indirect transferees the registration rights set forth in this Agreement. The execution and
delivery 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 terms shall have the
following meanings:



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Depositary” means The Depository Trust Company until a successor Depositary should
have become Depositary pursuant to the applicable provisions of the Indenture, and thereafter
“Depositary” should mean such successor Depositary.



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



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) 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, in each case including the Prospectus contained therein
or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company under the
Indenture containing terms identical to the Securities (except that the Exchange Securities will
not be subject to restrictions on transfer or to any increase in annual interest rate for failure
to comply with this Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.



     “FINRA” means the Financial Industry Regulatory Authority, Inc.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities 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.



     “Holders” shall mean the Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that, for purposes of
Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of January
12, 2011, between the Company and The Bank of New York Mellon, as trustee, registrar, paying agent
and transfer agent, as the same may be amended from time to time in accordance with the terms
thereof.



     “Initial Purchaser” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xvi) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “J.P. Morgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that



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whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Registrable Securities owned directly or indirectly by the
Company or any of its affiliates shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under the Indenture
prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf
Registration Statement, such additional Securities and the Registrable Securities to which this
Agreement relates shall be treated together as one class for purposes of determining whether the
consent or approval of Holders of a specified percentage of Registrable Securities has been
obtained.




     “Notice and Questionnaire” shall mean a notice of registration statement and selling
security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf
Request from such Holder.



     “NYSE” shall mean the New York Stock Exchange.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)
hereof.



     “Participating Holder” shall mean any Holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in accordance with Section
2(b) hereof.



     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a 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 such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect
to such Securities has become effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are
sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not
Rule 144A), if following such resale such Securities do not bear any restrictive legend relating to
the Securities Act and do not bear a restricted CUSIP number,



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(iii) when such Securities cease to be outstanding or (iv) except in the case of Securities
that otherwise remain Registrable Securities and that are held by an Initial Purchaser and that are
ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated.




     “Registration Default” shall mean the occurrence of any of the following: (i) the
Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf
Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not
become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf
Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed
thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days
after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this
Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained
therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time
during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for
more than 30 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration
Statement, if required by this Agreement, has become effective and thereafter, on more than two
occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration
Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each
case whether or not permitted by this Agreement.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and with this Agreement, including without limitation: (i) all SEC, stock
exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable fees and disbursements
of counsel for any Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any Registration Statement, any
Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v)
all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of U.S. and Colombian and other counsel for the Company and, in the case of a Shelf
Registration Statement, the fees and disbursements of one U.S. counsel, and if applicable, one
Colombian counsel, for the Participating Holders (which counsel shall be selected by the
Participating Holders holding a majority of the aggregate principal amount of Registrable
Securities held by such Participating Holders and which counsel may also be counsel for the Initial
Purchaser), (viii) all fees relating to the listing of the Registrable Securities or Exchange
Securities, as the case may be, on the NYSE and (ix) the fees and



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disbursements of the independent registered public accountants of the Company, including the
expenses of any special audits or “comfort” letters required by or incident to the performance of
and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters
(other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions, brokerage 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 that
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 or deemed a part
thereof, all exhibits thereto and any document incorporated by reference therein.



     “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.



     “Securities” shall have the meaning set forth in the preamble.



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



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company that covers all or a portion of the Registrable Securities (but no other securities unless
approved by a majority in aggregate principal amount of the Securities held by the Participating
Holders) on an appropriate form under Rule 415 under the Securities 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 or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall mean January 7, 2012.



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     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.



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



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are
sold to an Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff (as determined by the Company upon the
reasonable advice of counsel), the Company shall use commercially reasonable efforts to (x) cause
to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange
all the Registrable Securities for Exchange Securities no later than 270 days from the date of
issuance of the Securities and (y) have such Registration Statement become and remain effective
until the earlier of (i) 180 days from the date on which the Registration Statement is declared
effective and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver
a prospectus in connection with market-making or other trading activities. The Company shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use its commercially reasonable efforts to complete the Exchange Offer not
later than 60 days after such effective date.



     The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating, in addition to such
other disclosures as are required by applicable law, substantially the following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;
	 
	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise specified
herein;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address and in the manner
specified in the notice,




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	 	 	or (B) effect such exchange otherwise in compliance with the applicable procedures of the
depositary for such Registrable Security, in each case prior to the close of business on
the last Exchange Date; and
	 
	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
specified in the notice, a telegram, 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 its election to have such Securities exchanged or
(B) effecting such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company that (1) any Exchange Securities to be received by it will be acquired in the
ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has
no arrangement or understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of the Company and (4) if such Holder is a broker-dealer that will receive Exchange Securities
for its own account in exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the
extent permitted by law, make available a Prospectus to purchasers) in connection with any resale
of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company shall:




	(I)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(II)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities tendered by such Holder.





     The Company shall use its commercially reasonable efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff.



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     (b) In the event that (i) the Company determines that the Exchange Offer Registration provided
for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the
Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”)
from any Initial Purchaser representing that it holds Registrable Securities that are or were
ineligible to be exchanged in the Exchange Offer, the Company shall use its commercially reasonable
efforts to cause to be filed as soon as practicable after such determination, date or Shelf
Request, as the case may be, a Shelf Registration Statement providing for the sale of all the
Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become
effective; provided that no Holder will be entitled to have any Registrable Securities
included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of
such Shelf Registration Statement, until such Holder shall have delivered a completed and signed
Notice and Questionnaire and provided such other information regarding such Holder to the Company
as is contemplated by Section 3(b) hereof.



     In the event that the Company is required to file a Shelf Registration Statement pursuant to
clause (iii) of the preceding sentence, the Company shall use its commercially reasonable efforts
to file and have become effective both an Exchange Offer Registration Statement pursuant to Section
2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial Purchaser after
completion of the Exchange Offer.



     The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective until the Securities cease to be Registrable Securities (the
“Shelf Effectiveness Period”). The Company further agrees to supplement or amend the Shelf
Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the
rules, regulations or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and regulations
thereunder or if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use its commercially reasonable efforts to cause any
such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus
or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable.
The Company agrees to furnish to the Participating Holders copies of any such supplement or
amendment promptly after its being used or filed with the SEC.



     (c) The Company shall pay all Registration Expenses in connection with any registration
pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts
and commissions, brokerage



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commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.




     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     If a Registration Default occurs, the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately
following such Registration Default and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until and including the date such Registration Default ends,
up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease
to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause
(i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a
Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf
Registration Statement becomes effective or (3) in the case of a Registration Default under clause
(iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes
effective or the Prospectus again becomes usable. If at any time more than one Registration
Default has occurred and is continuing, then, until the next date that there is no Registration
Default, the increase in interest rate provided for by this paragraph shall apply as if there
occurred a single Registration Default that begins on the date that the earliest such Registration
Default occurred and ends on such next date that there is no Registration Default.



     (e) A Registration Default shall be deemed not to have occurred and be continuing in relation
to a Shelf Registration Statement or the related Prospectus if (i) such Registration Default has
occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with respect to the
Company where such post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related Prospectus or (y) other material events, with respect to the
Company that would need to be described in such Shelf Registration Statement or the related
Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith
to amend or supplement such Shelf Registration Statement and related prospectus to describe such
events; provided, however, that in any case if such Registration Default occurs for
a period of 45 days, whether or not consecutive, additional interest shall be payable in accordance
with the above paragraph from the day such Registration Default occurs until such Registration
Default is cured, provided that any such delay in the Registration Statement becoming
effective shall extend the Target Registration Date by a corresponding number of days of such
delay;



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     (f) Any amounts of additional interest due pursuant to Section 2(d) will be payable in cash on
the regular interest payment dates with respect to the Securities. The amount of additional
interest will be determined by multiplying the applicable additional interest rate by the principal
amount of the Securities and further multiplied by a fraction, the numerator of which is the number
of days such additional interest rate was applicable during such period (determined on the basis of
a 360 day year comprised of twelve 30 day months), and the denominator of which is 360.



     (g) Without limiting the remedies available to the Initial Purchaser and the Holders, the
Company acknowledges that any failure by the Company to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchaser or
the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchaser or any Holder may obtain such relief as may be required to specifically enforce the
Company’s obligations under Section 2(a) and Section 2(b) hereof.



     3. Registration Procedures. (a) In connection with its obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company shall as soon as practicable:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (A) shall be selected by the Company, (B) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by the Holders thereof and
(C) shall comply as to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith; and use its
commercially reasonable efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company with the SEC in accordance with the
Securities Act and to retain any Free Writing Prospectus not required to be filed;



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     (iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for
the Initial Purchaser, to counsel for such Participating Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to
Section 3(c) hereof, the Company consents to the use of such Prospectus, preliminary prospectus or
such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the Participating Holders and any such Underwriters in connection with the offering
and sale of the Registrable Securities covered by and in the manner described in such Prospectus,
preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in
accordance with applicable law;



     (v) use its commercially reasonable efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as any Participating
Holder shall reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Participating Holders in connection with any filings
required to be made with FINRA; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Participating Holder to complete the disposition in each such
jurisdiction of the Registrable Securities owned by such Participating Holder; provided
that the Company shall not be required to (1) qualify as a foreign corporation or other entity or
as a dealer in securities in any such jurisdiction where it would not otherwise be required to so
qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;



     (vi) notify counsel for the Initial Purchaser and, in the case of a Shelf Registration, notify
each Participating Holder and counsel for such Participating Holders promptly and, if requested by
any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and
becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement
to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement,
Prospectus or any Free Writing Prospectus or for additional information after the Registration
Statement has become effective, (3) 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, including the receipt by the Company of any notice of objection of
the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date
of a Shelf Registration Statement and the closing of any sale of



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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 an offering of such Registrable Securities cease to be true and correct in all
material respects or if the Company or receives any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose, (5) of the happening of any event during the period a Registration
Statement is effective that makes any statement made in such Registration Statement or the related
Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the
making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus
in order to make the statements therein not misleading and (6) of any determination by the Company
that a post-effective amendment to a Registration Statement or any amendment or supplement to the
Prospectus or any Free Writing Prospectus would be appropriate;




     (vii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act,
including by filing an amendment to such Registration Statement on the proper form, at the earliest
possible moment and provide immediate notice to each Holder or Participating Holder of the
withdrawal of any such order or such resolution;



     (viii) use all commercially reasonable efforts to obtain all necessary corporate approvals and
the consent or approval of each Colombian or U.S. governmental agency or authority, whether federal
or state that may be required to effect the Exchange Offer and the offering and sale of Exchange
Securities, and file all necessary notices, reports and information with the Colombian Finance
Superintendency and the Colombian Central Bank in connection therewith;



     (ix) in the case of a Shelf Registration, furnish to each Participating Holder, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment
thereto (without any documents incorporated therein by reference or exhibits thereto, unless
requested);



     (x) in the case of a Shelf Registration, cooperate with the Participating Holders to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the provisions of the
Indenture) as such Participating Holders may reasonably request at least one Business Day prior to
the closing of any sale of Registrable Securities;



     (xi) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use its
commercially reasonable efforts to prepare and



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file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration
Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus
or any document incorporated therein by reference or file any other required document so that, as
thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the
Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company shall notify the Participating Holders (in the case of a Shelf
Registration Statement) and the Initial Purchaser and any Participating Broker-Dealers known to the
Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus
or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event,
and such Participating Holders, such Participating Broker-Dealers and the Initial Purchaser, as
applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the
case may be, until the Company has amended or supplemented the Prospectus or the Free Writing
Prospectus, as the case may be, to correct such misstatement or omission;




     (xii) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference
into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a
Registration Statement, provide copies of such document to the Initial Purchaser and its counsel
(and, in the case of a Shelf Registration Statement, to the Participating Holders and their
counsel) and make such of the representatives of the Company as shall be reasonably requested by
the Initial Purchaser or its counsel (and, in the case of a Shelf Registration Statement, the
Participating Holders or their counsel) available for discussion of such document; and the Company
shall not, at any time after initial filing of a Registration Statement, use or file any
Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement
or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by
reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the
Initial Purchaser and its counsel (and, in the case of a Shelf Registration Statement, the
Participating Holders and their counsel) shall not have previously been advised and furnished a
copy or to which the Initial Purchaser or its counsel (and, in the case of a Shelf Registration
Statement, the Participating Holders or their counsel) shall reasonably object; provided,
however, that this paragraph shall not apply to the Company’s annual report on Form 20-F,
its current reports on Form 6-K, other than such current reports required to be filed in connection
with the Exchange Offer, or any other documents required to be filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act;



13









 





     (xiii) obtain CUSIP and ISIN numbers for all Exchange Securities or Registrable Securities, as
the case may be, not later than the initial effective date of a Registration Statement, and provide
the Trustee with printed or word-processed certificates for the Exchange Securities or Registrable
Securities, as the case may be, in a form eligible for deposit with the Depositary;



     (xiv) take all reasonable action necessary to ensure that the Registrable Securities or the
Exchange Securities, as the case may be, at the time of the consummation of the Exchange Offer (or
as soon as reasonably practicable thereafter) are listed on the NYSE;



     (xv) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; 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 Trust Indenture Act; and execute,
and use its commercially reasonable 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;



     (xvi) in the case of a Shelf Registration, make available for inspection by a representative
of the Participating Holders (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by a majority in aggregate principal amount of the Securities held by the Participating Holders and
any attorneys and accountants designated by such Underwriter, at reasonable times and in a
reasonable manner, all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such Inspector, Underwriter, attorney
or accountant in connection with a Shelf Registration Statement; provided that if any such
information is identified by the Company as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary to protect the
confidentiality of such information and such information shall be used only in connection with such
Shelf Registration Statement, unless disclosure thereof is required to be made under compulsion of
law, by order or act of any court or governmental or regulatory authority or body or such
information has become available (not in violation of this agreement) to the public generally;



     (xvii) in the case of a Shelf Registration, use its commercially reasonable efforts to cause
all Registrable Securities to be listed on any securities exchange or any automated quotation
system on which similar securities issued or guaranteed by the Company are then listed if requested
by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;



14









 





     (xviii) if reasonably requested by any Participating Holder, promptly include in a Prospectus
supplement or post-effective amendment such information with respect to such Participating Holder
as such Participating Holder reasonably requests to be included therein and make all required
filings of such Prospectus supplement or such post-effective amendment as soon as the Company has
received notification of the matters to be so included in such filing; and



     (xix) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties and customary indemnity and contribution provisions to the
Participating Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free
Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if
any, in each case, in form, substance and scope as are customarily made by issuers to underwriters
in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of
counsel to the Company (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering
the matters customarily covered in opinions requested in underwritten offerings, (3) obtain
“comfort” letters from the independent registered public accountants of the Company (and, if
necessary, any other registered public accountant of any subsidiary of the Company, or of any
business acquired by the Company for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to each Participating Holder (to
the extent permitted by applicable professional standards) and Underwriter of Registrable
Securities, such letters to be in customary form and covering matters of the type customarily
covered in “comfort” letters in connection with underwritten offerings, including but not limited
to financial information contained in any preliminary prospectus, Prospectus or Free Writing
Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company made pursuant to clause (1)
above and to evidence compliance with any customary conditions contained in an underwriting
agreement.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company a Notice and Questionnaire and such other
information regarding such Holder and the



15









 




proposed disposition by such Holder of such Registrable Securities as the Company may from
time to time reasonably request in writing.




     (c) Each Participating Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof,
such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the
supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x)
hereof and, if so directed by the Company, such Participating Holder will deliver to the Company
all copies in its possession, other than permanent file copies then in such Participating Holder’s
possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.



     (d) If the Company shall give any notice to suspend the disposition of Registrable Securities
pursuant to a Registration Statement, the Company shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement by the number of
days during the period from and including the date of the giving of such notice to and including
the date when the Holders of such Registrable Securities shall have received copies of the
supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such
dispositions. A Registration Default shall be deemed to have occurred if the Company shall give
any such notice more than twice during any 365-day period or any such suspension shall exceed 30
days.



     (e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks
and manager or managers (each an “Underwriter”) that will administer the offering will be
selected by the Holders of a majority in principal amount of the Registrable Securities included in
such offering.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed
to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities.



     The Company understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange



16









 




Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers
(or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities
Act.




     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company agrees to amend or supplement the Prospectus contained in the Exchange Offer Registration
Statement for a period of up to 180 days after the last Exchange Date (as such period may be
extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of
any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above. The Company further agrees that Participating Broker-Dealers shall
be authorized to deliver such Prospectus (or, to the extent permitted by law, make available)
during such period in connection with the resales contemplated by this Section 4.



     (c) The Initial Purchaser shall have no liability to the Company or any Holder with respect to
any request that they may make pursuant to Section 4(b) hereof.



     5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless (i) the Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls the Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation, legal fees and
other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1)
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not misleading, or (2) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any
Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or
required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged
omission to state therein a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case except insofar
as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser, information relating to any
Holder furnished to the Company in writing through J.P. Morgan or any selling Holder, respectively,
expressly for use therein. In connection with any Underwritten Offering permitted by Section 3,
the Company will also enter into a customary underwriting agreement containing customary
indemnification provisions to the same extent as provided above.



17









 





     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Initial Purchaser and the other selling Holders, the directors of the Company, each officer of
the Company who signed the Registration Statement and each Person, if any, who controls the
Company, the Initial Purchaser and any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such Holder furnished to
the Company in writing by such Holder expressly for use in any Registration Statement, any
Prospectus and any Free Writing Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified
Person”) shall promptly notify the Person against whom such indemnification may be sought (the
“Indemnifying Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such



18









 




fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for
any Initial Purchaser, its affiliates, directors and officers and any control Persons of such
Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors
and officers and any control Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the
Indemnifying Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after receipt by the
Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such settlement. No
Indemnifying Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in
form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company from the
offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act, on the other hand,
or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by the



19









 




Holders and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.




     (e) The Company and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total price at which the
Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such
Holder 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 Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant
to this Section 5 are several and not joint.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchaser or any Holder or any Person
controlling the Initial Purchaser or any Holder, or by or on behalf of the Company or the officers
or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.



     6. General. (a) No Inconsistent Agreements. The Company represents, warrants and
agrees that (i) the rights granted to the Holders do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued by
the Company under any other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will enter into, any agreement that is inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.



     (b) 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



20









 




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 consent; provided that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant
to this Section 6(b) shall be by a writing executed by each of the parties hereto.




     (c) 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 (i) 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
6(c), which address initially is, with respect to the Initial Purchaser, the address set forth in
the Purchase Agreement; (ii) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c); and (iv) to such other persons at their respective
addresses as provided in the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five 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, at the address specified in the Indenture.



     (d) Successors 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 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 and
such Person shall be entitled to receive the benefits hereof. The Initial Purchaser (in its
capacity as Initial Purchaser) shall have no liability or obligation to the Company with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.



21









 





     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, 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 or the rights of other Holders
hereunder.



     (f) 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.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement and any claim, counterclaim or dispute of any kind or
nature whatsoever arising out of or in any way relating to this Agreement, directly or indirectly,
shall be governed by, and construed in accordance with, the laws of the State of New York.



     (i) Jurisdiction, Venue and Service of Process. Each of the parties hereto hereby submits to
the jurisdiction of any U.S. federal or New York state court in the Borough of Manhattan, The City
of New York, in respect of actions brought against any such party as a defendant, in any legal
suit, action or proceeding based on or arising under this Agreement and agrees that all claims in
respect of such suit or proceeding may be determined in any such court. Each of the parties hereto
hereby waives any right to the jurisdiction of other courts to which it may be entitled on account
of place of residence or domicile and waives, to the extent permitted by law, the defense of an
inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such
legal suit, action or proceeding. The Initial Purchaser and the Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its affiliates) waive all right to trial by jury
in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any
way arising out of or relating to this Agreement. The Company shall maintain an office or agent
for service of process in the Borough of Manhattan, The City of New York, where notices to and
demands upon the Company in respect of this Agreement may be served. Initially this agent will be
CT Corporation System (the “Process Agent”), and the Company will agree not to change the
designation of such agent without prior notice to the Initial Purchaser and the Trustee and
designation of a replacement agent in the Borough of Manhattan, The City of New York. To the
extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any
legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal
process (whether service or notice, attachment in aid or otherwise) with respect to itself or any
of its property, the Company hereby



22









 




irrevocably waives and agrees not to plead or claim such immunity in respect of its
obligations under this Agreement.




     (j) Judgment Currency. The Company agrees to indemnify the Initial Purchaser against any loss
incurred by the Initial Purchaser as a result of any judgment or order being given or made for any
amount due hereunder and such judgment or order being expressed and paid in a currency (the
“Judgment Currency”) other than United States dollars and as a result of any variation as
between (i) the rate of exchange at which the United States dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which
the Initial Purchaser is able to purchase United States dollars, on the nearest business day
following the date of judgment, with the amount of the Judgment Currency actually received by the
Initial Purchaser. The foregoing indemnity shall constitute a separate and independent obligation
of the Company and shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, the relevant currency.



     (k) Foreign Taxes. All payments by the Company to the Initial Purchaser hereunder shall be
made free and clear of, and without deduction or withholding for or on account of, any and all
present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the
government of the Republic of Colombia or any other jurisdiction from or through which payment is
made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such
tax imposed by reason of the Initial Purchaser having some present or former connection with any
such jurisdiction other than their participation as the Initial Purchaser hereunder, and the
receipt of payments hereunder, and (ii) any income or franchise tax on the overall net income of
the Initial Purchaser imposed by the United States or by the State of New York or any political
subdivision of the United States or of the States of New York (all such non-excluded taxes,
“Foreign Taxes”). If the Company is prevented by operation of law or otherwise from
paying, causing to be paid or remitting that portion of amounts payable hereunder represented by
Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall be increased to
such amount as is necessary to yield and remit to the Initial Purchaser an amount that, after
withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such
increased payments) equals the amount that would have been payable if no Foreign Taxes applied.



     (l) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions



23









 




contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. The Company and the Initial Purchaser shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.




24









 





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



	 	 	 	 	 
	 	BANCOLOMBIA S.A.

 	 
	 	By  	/s/ Jorge Londoño Saldarriaga
 	 
	 	 	Name:  	Jorge Londoño Saldarriaga 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



Confirmed and accepted as of the date first above written:




	 	 	 	 	 
	J.P. MORGAN SECURITIES LLC

 	 	 
	By  	/s/ George Baptista
 	 	 
	 	George Baptista 	 	 
	 	Executive Director