Exhibit 4.9


 


 


	Version for Signature	


 


	 
	Bicentenario Transport Contract
	 


 


Entered into between


 


Oleoducto
Bicentenario de Colombia S.A.S.


 


and


 


Ecopetrol
S.A.


 


Bogotá
D.C., June 20th, 2012


 




    	 



    	 



    

 





	Version For Signature	







 


Table
of Contents




 


	CLAUSE 1.	Definiciones	5
	 	 	 
	CLAUSE 2.	Objeto y Alcance del Contrato	5
	 	 	 
	Section 2.01	– Objeto	5
	Section 2.02	- Modalidad transporte o pague del Servicio	5
	Section 2.03	– Modalidad transporte y pague del Servicio	6
	 	 	 
	CLAUSE 3.	Servicio	6
	 	 	 
	Section 3.01	– Descripción del Servicio	6
	Section 3.02	– Plazo de Prestación del Servicio	6
	Section 3.03	– Nominaciones del Remitente	6
	Section 3.04	– Notas Crédito	6
	Section 3.05	– Entrega y Retiro del Crudo	7
	Section 3.06	– Custodia del Crudo	7
	Section 3.07	– Retención del Crudo	7
	 	 	 
	CLAUSE 4.	Valor y Forma de Pago
del Servicio	8
	 	 	 
	Section 4.01	– Valor del Servicio	8
	Section 4.02	– Pago y Facturación	9
	 	 	 
	CLAUSE 5.	La Garantía	11
	 	 	 
	Section 5.01	– Monto de la Garantía	11
	Section 5.02	– Ejecutoriedad de la Garantía	11
	Section 5.03	– Plazo de la Garantía y Renovaciones	12
	Section 5.04	– Garantía Emitida por Instituciones Financieras	12
	 	 	 
	CLAUSE 6.	Condiciones Precedentes
para la Prestación del Servicio	12
	 	 	 
	CLAUSE 7.	Declaraciones de las
Partes	13
	 	 	 
	Section 7.01	- Declaraciones del Remitente	13
	Section 7.02	– Declaraciones de Bicentenario	13
	 	 	 
	CLAUSE 8.	Responsabilidades	14
	 	 	 
	Section 8.01	Responsabilidad de Bicentenario	14
	Section 8.03	– Efectos de un Evento Justificado	15
	 	 	 
	CLAUSE 9.	Licencias, Permisos y Autorizaciones	15
	 	 	 
	CLAUSE 10.	Exclusión de Relación Laboral	16
	 	 	 
	CLAUSE 11.	Indemnidades	16
	 	 	 
	CLAUSE 12.	Código de Buen Gobierno y Políticas de Lavado de Activos	17
	 	 	 
	CLAUSE 13.	Compromiso con la Transparencia. Las Partes se comprometen a	17
	 	 	 
	CLAUSE 14.	Vigencia	17


 




    	2



    	 



    

 


	Version For Signature	


 





	Section 14.01	– Plazo de Vigencia.	17
	Section 14.02	– Terminación Anticipada	18
	 	 	 
	CLAUSE 15.	Cesión	21
	 	 	 
	CLAUSE 16.	Confidencialidad	21
	 	 	 
	CLAUSE 17.	Mora	22
	 	 	 
	CLAUSE 18.	Notificaciones	22
	 	 	 
	CLAUSE 19.	Ley Aplicable. El presente
Contrato se regirá por las leyes de la República de Colombia	23
	 	 	 
	CLAUSE 20.	Resolución de Controversias	23
	 	 	 
	Section 20.01	– Controversia y Arreglo Directo	23
	Section 20.02	– Arbitraje Legal	23
	 	 	 
	CLAUSE 21.	Integridad del Contrato
y Modificaciones	24
	 	 	 
	Section 21.01	– Integridad del Contrato	24
	Section 21.02	– Modificaciones	24


 




    	3



    	 



    




	Version For Signature	





 


Bicentenario
Tranport Contract


Oleoducto
Bicentenario de Colombia S.A.S.


 


This Crude Transport Contract (henceforth
to be known as the “Contract”), is entered into today, June 20th, 2012 (the “Signature Date”):


 


		1.	OLEODUCTO BICENTENARIO DE COLOMBIA S.A.S., a Colombian Company of a corporate nature, of
the type of companies known as the Simplified Joint Stock Companies, with its domicile in Bogotá D.C., incorporated by means
of a private document dated August 18th, 2010, registered in the Mercantile Registration on August 18th, 2010, with mercantile
registration number 2017702, represented in this Contract by Fernando Gutiérrez Montes, identified as indicated next
his signature, duly authorized for this purpose by the Board of Directors, as evidenced in Minutes No. 22 dated May 23rd, 2012
(“Bicentenario”); and



 


		2.	ECOPETROL S.A., a mixed economy company, of a commercial nature, incorporated as a publicly
held company of the natural order, related to the Ministry of Mines and Energy, in accordance with Law 1118 issued 2006, governed
by its corporate by-laws, which are contained comprehensively in Public Deed number 5314 dated December 14th, 2007,
granted before the Second Notary Public in the Notarial Circuit of Bogotá D.C. and in Public Deed number 560 dated May 23rd,
2011, granted at the 46th Notary Public in the Notarial Circuit of Bogotá, D.C., (henceforth to be known as “Ecopetrol”),
represented by Alvaro Castañeda, identified as indicated next to his signature (henceforth the “Shipper,”
and jointly with Bicentenario, the “Parties” and, each one of them individually, a “Party”
or the “Party”).



 


The Parties have agreed to enter into this
Contract, which shall be governed by the terms and conditions provided for in the clauses that are indicated, based on the following


 


CONSIDERATIONS:


 


		1.	That Bicentenario shall build a private Crude transport system known as “Oleoducto Bicentenario
de Colombia” henceforth to be known as the “Pipeline”), in several stages (known as the “Phases”
in the AMI).



 


		2.	That, in order to establish the terms and conditions under which the Pipeline shall be designed,
financed, built, operated and maintained, Ecopetrol S.A., Pacific OBC, Corp., Pacific OBC 1 Corp., Pacific OBC 2 Corp., Pacific
OBC 3 Corp., Meta Petroleum Corp., Petrominerales Colombia Ltd., Hocol S.A., Canacol Energy S.A. (formerly, Rancho Hermoso S.A.),
Vetra Exploración y Producción Colombia S.A.S. and Grupo C&C Energía (Barbados) Ltd., entered into the
Framework Investment Agreement (henceforth known as he “AMI,” its acronym in Spanish, whose CLAUSE 6(a) was modified
by the Shareholders of Bicentenario at the Bicentenario General Shareholders Assembly in its meeting on December 16th,
2011, and said CLAUSE was approved, and Schedule P was modified by means of Addendum number 1, signed on June 20th,
2012.



 




    	4



    	 



    

 


	Version For Signature	


 





		3.	That Bicentenario may, among other alternatives, obtain financing with finance institutions (henceforth
to be known as the “Lenders”) for the construction of the Pipeline and shall use the funding from the Contract,
among others, to pay for the debt that it may enter into with the Lenders.



 


		4.	That for purposes of ensuring the financial viability of the construction, operation and maintenance
of the Araguaney-Banadía Segment, the Shipper, in its condition as a Bicentenario Shareholder, shall enter into a crude
transport contract by virtue of which during the Ship or Pay Term, the Shipper shall pay the Tariff with respect to the Contracted
Capacity, regardless of the number of Barrels actually transported, in accordance with the terms and conditions that are established
in this Contract.



 


		5.	That in addition to the financial viability of the Project, the Shipper is interested in transporting
the Crude Owned by the Shipper through the Pipeline, and once the Araguaney-Banadía Segment is built and placed into operation,
Bicentenario shall have the capacity in the Pipeline to be able to transport the Crude that is owned by the Shipper.



 


		6.	That, simultaneously with this Contract going into effect, Bicentenario shall enter into transport
contracts with each of its Shareholders (or with Affiliates of these) under terms similar to this Contract, equivalent to the proportion
of their percent shareholding in the Effective Capacity in the Pipeline.



 


On the basis of the aforementioned considerations,
Bicentenario and the Shipper have agreed to enter into this Contract, which shall be governed by the following,


 


CLAUSES


 


Clause 1.    Definitions.
The terms that are used in uppercase in this Contract shall have the meaning assigned to them in Schedule A of the Contract.


 


Clause
2.    Purpose and Scope of the Contract.


 


Section 2.01 Purpose: Subject
to the terms and conditions provided for in this Contract and in the Transporter’s Manual, Bicentenario undertakes to provide
the Shipper with the Service for the Shipper’s Contracted Capacity. In consideration, the Shipper, undertakes to pay Bicentenario
the Tariff in the “Ship or Pay” modality in accordance with Section 2.02 of this Contract and/or in the “Ship
or Pay” modality, in accordance with Section 2.03.


 


Section 2.02 – Modality
of transport or pay for the Service: The modality under which Bicentenario will render the Service
to the Shipper, with respect to the Shipper’s Contracted Capacity during the Ship or Pay Term, shall be that of transport
or pay, by virtue of which the obligation to pay the Tariff for the account of the Shipper with respect to said Shipper’s
Contracted Capacity is to be paid in full under the terms of this Contract, regardless of the number of Barrels nominated or actually
transported.


 




    	5



    	 



    

 


	Version For Signature	


 





Section 2.03 –
Modality of transport and pay for the service: The modality under which Bicentenario will
render the Service to the Shipper for the Shipper’s Contracted Capacity during the Ship and Pay Term shall be that of transport
and pay, by virtue of which the obligation to pay the Tariff for the account of the Shipper is to be paid under the terms of this
Contract, solely for the number of Barrels nominated and actually transported.


 


Clause
3.       Service.


 


Section 3.01Description of the Service:


 


(a)          The
Service that Bicentenario undertakes to render, solely and exclusively comprises: (i) to receive the Crude that is owned by the
Shipper at the Point of Entry, which complies with the Quality Specifications in Schedule J of the Contract, (ii) to transport,
safe keep and transport the Crude owned by the Shipper through the Pipeline through the Point of Exit, up to the Shipper’s
Contracted Capacity, (iii) to place at the disposal of the Shipper, at the Point of Exit, the equivalent amount of Crude owned
by the Shipper, adjusted for Volumetric Compensation on account of Quality, and (iv) to transport the Shipper’s Segregated
Crude, once the Subsequent Stages enter into operation and provided that it is technically and operationally viable and in compliance
with the Transporter’s Manual.


 


(b)          The
Service shall be rendered under the terms established in this Contract and its Schedules, which are an integral part of this Contract.


 


Section 3.02- Term for the Provision
of the Service: The Service shall be rendered from the Date of Initiation of the Service and
through the Date of Termination of the Contract. The initiation of the provision of the Service is conditioned to the occurrence
of the Conditions Precedent.


 


Section 3.03- Nominations by the
Shipper: The Shipper undertakes to make the Nominations in compliance with the procedure established
in the Transporter’s Manual. In the event that the Shipper submits nominations for an amount of Crude that is less than the
Shipper’s Contracted Capacity, or does not submit a Nomination at all, the Shipper shall be committed to paying the Tariff,
multiplied by the Shipper’s Contracted Capacity for the corresponding days of the Calendar Month. The Unused Capacity, what
is the result of the total or partial lack of a Nomination of the Shipper’s Contracted Capacity may be offered by Bicentenario
in accordance with what is established in Clauses 8 and 11 of the Transporter’s Manual.


 


Section 3.04– Credit Notes:
In the event that (i) the Shipper has not nominated and/or used the entirety of the Shipper’s Contracted Capacity with respect
to a Month of Nomination, thus generating an Unused Capacity, and (ii) Bicentenario has actually traded the Unused Capacity and
received the respective payment, then credit notes shall be issued in favor of the Shipper, which shall be credited to the payment
of the Service for the immediately subsequent month. The amount of the credit note shall be equal to the amount that Bicentenario
has actually traded said Unused Capacity. It is understood that the costs and expenses in which Bicentenario has incurred in the
trade shall be assumed by the Shipper that generated said traded Unused Capacity and, in the event that said traded Unused Capacity
is used by a Shareholder, said collection shall not be made. In any event no interest shall be applied in favor of the Shipper
on account of the grading of its Unused Capacity.


 




    	6



    	 



    

 


	Version For Signature	


 





Section 3.05– Delivery and
Withdrawal of the Crude:


 


(a)          The
Shipper shall be under the obligation to deliver to Bicentenario at the Point of Delivery, the Nominated amounts and approved for
the corresponding Month of Operation. Bicentenario may abstain from receiving the Shipper’s Crude that is not included within
the respective Nomination in the corresponding Transport Program or that does not comply with the Quality Specifications of Schedule
J of the Contract, said abstention not giving rise to any liability whatsoever for Bicentenario.


 


(b)          Bicentenario
commits itself to placing at the disposal of the Shipper at the Point of Exit, in accordance with the Transport Program, the equivalent
amount of Crude that Bicentenario may have received from the Shipper, except for: (i) the Adjustments for Volumetric Compensation
on account of quality, if any, (ii) any reduction in weight or volume on account of Unidentifiable Losses, in accordance with the
provisions of numeral 21.1.3 of the Transporter’s Manual , which the Shipper is aware of and understands, or (iii) reductions
or losses of Crude that may be derived from any Justified Event that prevents Bicentenario from placing the entirety of the Crude
received at the disposal of the Shipper.


 


(c)          The
Shipper undertakes to receive and withdraw at the Point of Exit, the Crude that Bicentenario places at its disposal, as indicated
in the Transport Program for the corresponding Month of Operations.


 


Section 3.06 - Custody of the
Crude: Bicentenario undertakes to take custody of the Crude from the moment that the Shipper
delivers it at the Point of Entry through the moment that Bicentenario places the equivalent amount of Crude at the disposal of
the Shipper or whoever the latter may indicate at the Point of Exit.


 


Section
3.07 - Retention of the Crude:


 


(a)          Without
prejudice of any other right or prerogative, and subject to the terms established in Section 3.07(b) of the Contract, Bicentenario
shall have the right, at its sole discretion, to retain the Crude that the Shipper has delivered to Bicentenario, in accordance
with article 1033 of the Commercial Code, in the event that the Shipper is not fulfilling its payment obligations derived from
this Contract or in the event that it is not complying with its obligation to establish and maintain its Guarantee, and in any
event, until the Shipper fulfills its obligations. In any even, if said retention is made, the costs and other expenses in which
Bicentenario may incur, shall be for the exclusive account of the Shipper.


 


(b)          For
purposes of the retention and sale of the Shipper’s Crude, after 90 Days have gone by from the date on which the Shipper
infringed its payment obligation or the obligation to establish or maintain the Guarantee, without the Shipper having rectified
the non-fulfillment, Bicentenario shall have the right to send a Provisional Notification to the Shipper and to retain and request
the deposit of the Crude under its custody.


 


(c)          When
150 Days have gone by as of the date on which the Shipper infringed its payment obligation or to establish or maintain the Guarantee,
without the Shipper having rectified the non-fulfillment, Bicentenario may request the sale of the retained Crude, in accordance
with the applicable norms and the rules that are described in Schedule I of the Contract.


 




    	7



    	 



    

 


	Version For Signature	


 





Clause 4.        Value
and Payment Terms for the Service.


 


Section 4.01.- Value of the Service:


 


		(a)	The Shipper undertakes to pay Bicentenario the Tariff, multiplied
by the Shipper’s Contracted Capacity and by the number of days of the corresponding Calendar Month, regardless of whether
the Nomination submitted by the Shipper for the corresponding month is lower than the Shipper’s Contracted Capacity, and
even when the Shipper has not nominated or transported any Barrels at all.



 


		(b)	In the event that (i) the Date of Commencement for the Payment
of the Tariff occurs before the Date of Initiation of the Service, and only for the period between these dates, the Shipper undertakes
to pay an amount equivalent to the Tariff, multiplied by the Shipper’s Contracted Capacity, for the corresponding number
of Days in the Calendar Month, even despite the fact that the rendering of the Service has not commenced, or (ii) if, during the
Ship or Pay term, a suspension in the Service occurs, regardless of whether the causes are attributable to Bicentenario or are
derived by a Justified event in accordance with Section 8.03 of the Contract, the Shipper undertakes to pay an amount equivalent
to the Tariff, multiplied by the Shipper’s Contracted Capacity for the number of Days during which the suspension persists
and even despite the fact that during said period of suspension the Service is not being rendered; these payments shall be subject
to the treatment that is indicated below.



 


		(c)	The amounts that the Shipper has paid on account of the Tariff
in keeping with what is established in Section 4.01(b) above, if any, shall be considered as advance payments for the Tariff and
shall be applied to the payment for the Service as of the twelfth month after the Term for the Provision of the Service has commenced,
until all of the balances in favor of the Shipper have been exhausted. The balances in favor of the Shipper that correspond to
advance payments of the Tariff shall be credited on a month by month basis until they are exhausted.



 


		(d)	The amount that the Shipper shall have the right to deduct from
the amount to be paid for the Service under the terms established in Section 4.01(c) of this Contract shall be the balance obtained
from multiplying the Shipper’s Contracted Capacity by the Tariff per Barrel that is applicable at the time that the Service
was not rendered, by the number of Days that the Shipper made the payments for, without having received the Service in return.



 




    	8



    	 



    

 


	Version For Signature	


 





		(e)	The application and recognition of balances in favor of the Shippers
that Section 4.01(c) of this Contract refer to, shall only be in order if, subsequent to the application and recognition the aforementioned
balances, Bicentenario is in a position to attend to the payments of principal and interest on the debts entered into with the
Lenders, fulfill the coverage indices established in the Contract for the Local Syndicated Loan or in any other agreement with
the Lenders, fulfill any other financial obligation or covenant established in the aforementioned instrument, attend to all of
the obligations assumed by Bicentenario with third parties, and cover all of the Pipeline operations and maintenance expenses.
In order to determine the above, Bicentenario shall prepare, during the first 10 Days of the Calendar Month prior to the Month
of Operation with respect to which the balances are to be recognized, a cash flow forecast in accordance with generally accepted
accounting principles in Colombia and if it determines in good faith and reasonably, that the balances in the payment of the Tariff
would generate a non-fulfillment in the aforementioned items, then Bicentenario shall have the right to abstain from allocating,
in whole or in part, as may be indicated by the analysis made in terms of cash flow, the balances that the Shipper may have paid
in advance, and the Shipper accepts and acknowledges that it shall then continue to be committed to make the payments of the Tariff
in the terms provided for in Section 4.01(a) of this Contract.



 


Section 4.02.- Payment and Invoicing:


 


(a)          The
value of the Service shall be charged on a monthly basis, in advance, with the issuance of a bill or invoice, as appropriate, during
the first 10 Days of the Month for the corresponding Nomination, as of the Date of Commencement for the Payment of the Tariff or
of the Date of Initiation of the Payment for the Service, whichever occurs firs. The bill or the invoice, as appropriate, shall
include:


 


		(i)	During the Ship or Pay Term: The multiplication of the Tariff by the Shipper’s Contracted
Capacity, by number of Days in the Calendar Month that is being invoiced, without prejudice of (A) the credit or debit notes that
may be in order, as the effect overutilization or underutilization of the Shipper’s Contracted Capacity by the Shipper in
accordance with the approved Nomination process and the Transporter’s Manual, under the terms of Section 3.04 of this Contract
and the credit notes provided for in Section 4.02(e)(i)(A), if any, and (B) the application or recognition of balances in favor
of the Shipper under the terms of Section 4.01(c) and subsequent sections in this Contract;



 


		(ii)	During the Ship and Pay Term: The multiplication of the Tariff by the number of nominated
and approved Barrels in the Transport Program, by the number of Days in the Calendar Month that is being invoiced, without prejudice
of (A) the credit or debit notes that may be in order, as the effect overutilization or underutilization of the Shipper’s
Contracted Capacity by the Shipper in accordance with the approved Nomination process and the Transporter’s Manual, under
the terms of Section 3.04 of this Contract and the credit notes provided for in Section 4.02(e)(i)(A), if any, and (B) the application
or recognition of balances in favor of the Shipper under the terms of Section 4.01(c) and subsequent sections in this Contract.



 




    	9



    	 



    

 


	Version For Signature	


 





(b)          Bicentenario
shall legalized the bills as of the Date of Commencement of the Service or when the Service is reinstated in the event that there
is a suspension in the Service, with the issuance and delivery of invoices within 10 Days following the expiration of the Month
of Operation during which the Service that been rendered, which are to indicate (i) the amount of the advance payment actually
paid by the Shipper, plus (ii) the amounts that Bicentenario is required to collect on account of the transportation tax.


 


(c)          The
Shipper undertakes to irrevocably pay the bills and the invoices (with respect to amounts other than the advance payments made),
within 20 Days following their receipt, in Colombian pesos.


 


(d)          The
Shipper cannot invoke any grounds whatsoever in order to suspend or delay the payment of the bills or of the invoices, not even
in the case that these or that the calculation of the Tariff contain errors, unless these are related with the fulfillment of legal
requirements for the issuance of bills or invoices. Without prejudice of the above, the Shipper shall have the right to raise objections
within 20 business days following receipt of the bills or invoices, with details on the items and amounts it is objecting to, as
well as the grounds that give rise to the objection. Once the aforementioned term has expired, without the Shipper having made
any objection whatsoever, it shall be understood that the bill or invoices, as appropriate, have been accepted in their entirety
by the Shipper.


 


(e)          In
the event that the Shipper were to raise an objection under the terms provided for in the previous literal, Bicentenario shall
have a 10 Day term as of the date on which the Shipper has presented the corresponding objection in order to respond to it.


 


		(i)	In case that Bicentenario accepts the objection, or once the
term expires without a response being given, in which case it shall be understood that Bicentenario accepted said objection, the
following process shall be followed: (A) if the Shipper paid a greater amount that should have been indicated in the bill or invoice,
Bicentenario shall recognize it in favor of the Shipper through a credit note equivalent to the entirety of the amounts excess
amounts paid to Bicentenario, plus interest calculated at the weighted rate applicable to the active savings deposits for legal
entities, on the immediately preceding day to the issue of the credit note, as published by the Finance Superintendence of Colombia,
or (B) if the Shipper paid a lesser amount than the one indicated in the bill or invoice, the Shipper shall pay Bicentenario (within
10 Days following the expiration of the term that this numeral refers to), the entire amount owed to Bicentenario, without any
interest being generated in favor of Bicentenario in this case; or



 


		(ii)	In the event that Bicentenario does not accept the objection
filed, it shall notify the Shipper, attaching the corresponding support documents. The above, without prejudice of what is provided
for in Clause 20 of the Contract (Resolution of Controversies).



 




    	10



    	 



    

 


	Version For Signature	


 





(f)          The
payment of the bills or invoices, as appropriate, shall be made in immediately available funds in the bank account that Bicentenario
may indicate in the corresponding bill or invoice (whether these are in the name of Bicentenario or of the Autonomous Equity Trust
Fund where Bicentenario has assigned economic rights derived from this Contract) and in accordance with the Loyalty and Transparency
Policy.


 


(g)          Without
prejudice of any other right or prerogative that Bicentenario may have, the non-fulfillment by the Shipper of any monetary obligation
in favor of Bicentenario under this Contract, with the exception that it may be an objection to a bill or invoice in accordance
with Section 4.02(i) of the Contract shall give rise to the obligation to pay interest at the maximum late payment interest rate
permitted by law, accrued as of the date on which the monetary obligation became due and through the date of payment of the total
amounts due. Bicentenario may apply any credit note that is generated in favor of the non-performing Shipper, to the payment of
the overdue balances.


 


Clause 5.        The
Warranty.


 


Section 5.01 - Amount of the Warranty:
In order to guarantee the fulfillment of each and every one of the Shipper’s obligations
under this Contract, whether monetary or not, and without prejudice of the other rights and prerogatives of Bicentenario under
this Contract, the Shipper undertakes to establish a Warranty in favor of Bicentenario and to deliver it at least 15 Days in advance
of the date on which the Tariff is to be paid in accordance with Section 4.01 of the Contract, in an amount equivalent to 6 months
of the Service, which is calculated in accordance with Schedule E. In the event that the Warranty is used partially by Bicentenario,
the Shipper undertakes to deliver to Bicentenario, within the following 30 Days, a new Warranty in an amount equivalent to the
amount used of the Warranty that is in force.


 


Section 5.02 - Enforceability
of the Warranty: Bicentenario can enforce the Warranty, in its entirety or partially, and at
the first requirement upon a non-compliance of the Shipper’s obligations under this Contract. Despite the above, whenever
it is a non-compliance in the payment for the Service in the term indicated in Section 4.02(c) of the Contract, Bicentenario may
only enforce the Warranty as follows:


 


		(a)	If The Shipper does not fulfill its payment obligation as established
in Section 4.02(c) of the Contract, Bicentenario may call on the Warranty as of Day 27 in which the delay persists in the payment,
without it having been rectified in its entirety, but in this case, Bicentenario may only enforce the Warranty partially and up
to the amount that is overdue, and thus, successively, to the extent that additional overdue payments are generated, all of the
above without prejudice of what is provided for in the following paragraph.



 


		(b)	If the Shipper does not fulfill its obligation to renew or deliver
a Renewed Warranty to Bicentenario under the terms of Section 5.03 of the Contract, Bicentenario may enforce the Warranty in its
entirety, regardless of the fact that the balances in arrears are less than the amount collected by the execution of the Warranty
and without prejudice of the other Bicentenario rights and prerogatives under this Contract.



 




    	11



    	 



    

 


	Version For Signature	


 





Section 5.03 - Term for the Warranty
and Renewals: Without prejudice of that the Warranty is issued under the terms of Section 5.01,
the Shipper is to at all times have and maintain in force, from the date on which the Tariff begins to be paid, in accordance with
Section 4.01 of the Contract and through the end of the Ship or Pay Term and for 60 Days more, a Warranty with a minimum term of
validity of 6 months, in the amount established in Section 5.01, renewing it for equal periods. The Shipper shall deliver renewal
of the Warranty at least 30 Days in advance of the date on which the Warranty in force expires.


 


Section 5.04 - Guarantee Issued
by Financial Institutions: In the case of local financial institutions, the Guarantee is to specifically
state that the issuer waives the benefit of excussio that is provided for in article 2383 of the Civil Code. In the case
of Guarantees issued by foreign financial institutions, the Guarantee is to state that it is enforceable at first request and irrevocable,
and they are to waive the benefit of excussio or similar ones.


 


Clause 6.       Conditions
Precedent for the Rendering of the Service.


 


(a)          The
commencement of the provision of the Service shall be subject to all of the following conditions precedent:


 


		(i)	That the operational tests of the Pipeline have concluded satisfactorily
for the Araguaney – Banadía Segment, duly certified by Bicentenario;



 


		(ii)	That the Storage Contract at Coveñas has been entered
into;



 


		(iii)	That in compliance with what is established in Article 56 of
the Petroleum Code and other applicable norms, the Ministry of Mines and Energy has approved the Crude Pipeline transport tariff
for the Araguaney – Banadía Segment;



 


		(iv)	That the Shipper has established and delivered the Guarantee
in favor of the Autonomous Equity Trust Fund established by Bicentenario to manage the funds stemming from this Contract;



 


		(v)	That the contract for the operation and maintenance of the Araguaney
– Banadía Segment has been entered into; and



 


		(vi)	That Bicentenario has obtained the necessary permits and licenses
for the operation of the Araguaney – Banadía Segment.



 


(b)          Once
the Conditions Precedent in numerals (i), (ii), (iii), (v) and (vi) above have been verified, Bicentenario shall send a communication
to the Shipper, indicating the Date of Initiation of the Service, with at least 30 Days advance notice before said date, in order
for the Shipper to establish and deliver the Guarantee.


 


(c)          The
Conditions Precedent shall be considered failed if, 12 months as of the date of Initiation of the Payment of the Tariff, these
have not occurred and the provision of the Service has not commenced. In the event that the Conditions Precedent are considered
failed, the Contract shall be terminated, this not causing any right to any indemnity whatsoever in favor of the Shipper. The above
is without prejudice of the right that Bicentenario has to request the declaration of non-compliance with the Contract and the
respective indemnity as a result of the non-compliance by the Shipper in the payment of the Tariff and/or in the establishment
and delivery of the Guarantee.


 




    	12



    	 



    

 


	Version For Signature	


 





(d)          The
amounts paid on account of the Tariff and taxes through the date of termination of the Contract, if any, shall not be reimbursed
to the Shipper, with the exception of those amounts that, once the objection process for invoices provided for in Section 4.02(e)
of the Contract, are to be reimbursed to the Shipper.


 


Clause 7.       Statements
by the Parties.


 


Section 7.01 - Statements by the
Shipper: The Shipper declares, in favor and for the benefit of Bicentenario, that:


 


		(a)	It is a company dedicated to the exploration, exploitation and production of Crude in Colombia,
established in the Republic of Colombia, in accordance with Colombian legislation.



 


		(b)	It is fully enabled, in accordance with the laws of the Republic of Colombia, its corporate By-laws
and other provisions of a company or corporate nature, to enter into this Contract and to comply with the obligations entered by
virtue of it, and that signing and entering into the Contract has been authorized by means of all of the corporate requirements
and other applicable actions.



 


		(c)	The signing and execution of the Contract does not represent any violation or infringement of the
terms or provisions of any contract or agreement in which it or its Affiliates are a party to, its By-laws, or any law, regulation
or judicial order.



 


		(d)	This Contract represents a valid and binding obligation for the Shipper and that it is enforceable
in accordance with its terms and conditions, except for the overall rights of creditors under a corporate reorganization or liquidation
process.



 


Section 7.02 - Statements by Bicentenario:
Bicentenario states, in favor of, and for the benefit of the Shipper, that:


 


		(a)	It is a Simplified Joint Stock Company, incorporated in the Republic of Colombia in accordance
with Colombian legislation, dedicated, among others, to the construction, operation and maintenance of the Pipeline.



 


		(b)	It is fully enabled in accordance with the laws of the Republic of Colombia, its corporate By-laws
and other provisions of a company or corporate nature, to enter into this Contract and to fulfill the obligations acquired by virtue
of it, and that entering into it and fulfilling it have been authorized by means of all of the corporate requirements and all of
the other corresponding actions.



 


		(c)	The authorizations exclusively related with the construction of the Araguaney-Banadía Segment
are in force.



 




    	13



    	 



    

 


	Version For Signature	


 





		(d)	This Contract represents a valid and binding obligation for Bicentenario and is enforceable in
accordance with its terms and conditions, except for the overall rights of creditors under a corporate reorganization or corporate
liquidation process.



 


		(e)	That for the purpose of the operation of the Pipeline, it has engaged Ecopetrol S.A., or, in the
case that it has not engaged it, it shall contract with a diligent Operator that has ample experience.



 


Clause 8.       Liabilities.


 


Section 8.01 Bicentenario Liability:
Without prejudice of what is established in the Transporter’s Manual:


 


		(a)	Bicentenario shall be responsible for any damages that if may cause to the Shipper as a consequence
of the defective or late rendering of the Service and shall be responsible for the Identifiable Losses that may be generated in
the provision of the Service, and can only be exonerated of its liability, in whole or in part, to the extent that it demonstrates
that the losses arose as a consequent of a Justified Event and that, in addition, Bicentenario adopted a Reasonable Effort. In
all other events, other than those related with the rendering of the Service, Bicentenario shall only be liable to the extent that
it incurs in gross negligence or intentional misconduct.



 


		(b)	Without prejudice of the above, it shall not be considered that there has been a defective
or tardy execution in the Service, and thus, shall not be considered non-compliance by Bicentenario, when there are suspensions
in the Service that need to be executed in order to perform prevention and maintenance tasks on the Pipeline for the construction
of a certain subsequent segment to the Araguaney – Banadía Segment, which shall be informed in writing to the Shipper.



 


		(c)	In the event of damages derived from the defective or tardy provision of the Service on account
of causes attributable to Bicentenario, or in the event of either total or partial Identifiable Losses attributable to Bicentenario,
Bicentenario shall repair the damage suffered by the Shipper under the terms and conditions and with the limitations that are indicated
below. For such purposes, the Parties declare, accept and understand that, unless the damage or the Identifiable Loss is produced
by gross negligence or willful misconduct by Bicentenario - Bicentenario shall only be liable: (i) on account of consequential
damages, for up to 75% of the Declared Value of the Barrels of Crude lost, and (ii) on account of loss of profits, up to 25% of
the amount that Bicentenario is to indemnify in accordance with (i) above. All of the above, provided that the damage is duly proven.



 


		(d)	Bicentenario shall be liable for the Unidentifiable Losses that exceed 0.5% of the deliveries,
as provided for by 20.2 of the Transporter’s Manual.



 




    	14



    	 



    

 


	Version For Signature	


 





Section 8.02Shipper’s Liability:


 


		(a)	The Shipper shall be liable for the damages that it may cause to Bicentenario for the non-fulfillment
of its obligations under the Transporter’s Manual and of the Contract and shall be liable for any damage that may be derived
from, or that is a consequence of the actions or omissions by the Shipper, its workers, dependents, contractors, sub-contractors
and of the actions or omissions of these.



 


		(b)	The Shipper shall only be exonerated of fulfilling its obligations when the Service is interrupted
for causes attributable to Bicentenario, its workers, dependents and contractors and sub-contractors or those of these, or when
force majeure or a fortuitous circumstance occurs. Despite the above, when the Service is interrupted during the Ship or Pay Term,
the Shipper undertakes to pay the Tariff during the period of suspension of the Service, but in this case, it shall be done in
accordance with Section 8.03(c).



 


Section 8.03Effects of a Justified
Event: In the event that a Justified Event were to occur, which totally or partially suspends
the rendering of the Service:


 


		(a)	Bicentenario shall notify its occurrence in writing to the Shipper, within 24 hours following the
moment that it is apprised of the occurrence of the Justified Event, committing itself to forward all of the details within the
following 5 business Days.



 


		(b)	Bicentenario is to perform all of the reasonable proceedings that may be required as soon as possible
in order to reestablish the Service and the Contract obligations as soon as possible. Moreover, it is to perform all Reasonable
Efforts in order to minimize or mitigate any delay or additional costs that could be caused, and to keep the Shipper advised on
progress.



 


		(c)	The Shipper is to continue paying the Tariff and these payments are to be treated as established
in Section 4.01(c) and subsequent sections of this Contract. Despite the above, if the Justified Event suspends the rendering of
the Service of a period equal to or greater than 6 continuous and uninterrupted months, as of the date on which the event occurred,
the Shipper shall have the right to terminate this contract without giving rise to any indemnity whatsoever in favor of Bicentenario.
If the suspension of the Service is due to an inherent defect of the Crude or to fault attributable to the Shipper, the Shipper
shall be liable in accordance with what is provided for in Section 8.02 of this Contract and Clause 18 of the Transporter’s
Manual.



 


Clause 9.       Licenses,
Permits and Authorizations. The Parties undertake to obtain and maintain all of the licenses,
permits and authorizations required for the execution of the Contract purpose in force. Each Party shall be individually responsible
for all of the risks, fines, sanctions or damages that may be caused on account of the absence of any license, permit or authorization
that it is obligated to obtain, and in this sense, shall indemnify and shall hold the other Party harmless and shall defend it
for this event before authorities, judges and third parties.


 




    	15



    	 



    

 


	Version For Signature	


 





Clause 10.     Exclusion
of a Labor Relationship.


 


(a)          This
Contract establishes an exclusively commercial relationship between the Parties, associated with the provision of the Service.
Consequently, this Contract does not establish a labor or subordination relationship, or of intermediation whatsoever between the
Parties, or between either of them, or of the personnel that, by virtue of the Contract, each Party may designate for its fulfillment.


 


(b)          Each
Party and its subcontractors, and their respective workers shall not be have any labor subordination to the other Party, nor shall
they be intermediaries of the other Party, and shall have full technical, administrative and management autonomy with respect to
their obligations under this Contract. Consequently, each Party shall assume all the risks, using its own means, and hiring the
personnel that it requires for the execution of this Contract, and in entering into and in the timely execution of the Contract,
shall strictly comply with its labor obligations as the true and sole employer of its workers, as the case may be. Each Party undertakes
to hold the other Party harmless from any claim that it may receive with respect to or on account of non-compliance with the aforementioned
norms. Consequently, entering into this Contract does not give rise to the establishment of a franchise, joint venture,
or company, nor does it create an employee or commercial agent relationship between the Parties.


 


(c)          Neither
of the Parties is authorized to act on behalf of or in representation or for the account of the other, except for what may be specifically
authorized in writing.


 


Clause 11.     Indemnities.


 


(a)          Without
prejudice of what is provided for in Clause 8 of the Contract, both the Shipper and Bicentenario, independently, shall be liable
to each other for all and any direct and foreseeable damages that are attributable to their sole responsibility or that of its
employees or dependents during the Term of the Contract or as a consequence of it, and commit themselves to protect and fully exonerate
the other Party and its managers, employees and agents from all and/or any claims, suits or actions, liabilities, costs, expenses
or damages that are derived from acts that are attributable to its sole responsibility or that of its employees or dependents.
The Shipper specifically accepts that any payment on account of indemnity in favor of the Shipper shall be subordinated to all
amounts due and the obligations entered into by Bicentenario by virtue of the indebtedness with the Lenders have been fulfilled
and have been paid for in their entirety.


 


(b)          In
order for each Party to fulfill its obligation of indemnity, as the case may be, the other Party shall request it within 45 Days
following the date in which it has been apprised of the damage or claim. In the event that the respective Party is not in agreement
that an even or an act covered by the indemnity obligation that has herein been agreed to has occurred, it is to: (i) inform this
to the other Party within the following 15 business days, (ii) proceed in accordance with the provisions of Clause 20 of this Contract,
and (iii) in any event, the Parties are to act diligently and in good faith while the controversy is resolved.


 




    	16



    	 



    

 


	Version For Signature	


 





(c)          On
the basis of this Clause, if it were to be considered necessary, either of the Parties may call the other Party in guarantee in
any type of process that may be undertaken against it.


 


Clause 12.    Good
Governance Code and Anti-Money Laundering Policies. The Parties undertake to respect and
abide by the Good Governance Code and the Policies of Loyalty and Transparency of Bicentenario, which are attached to this Contract
in Schedule C and Schedule D. Moreover, the Parties undertake to respect and abide by the Shipper’s Good Governance
Code and the Anti-Money Laundering Policies, whenever these are to be applied. In the event that there are provisions that are
contradictory between the Bicentenario policies and those of the Shipper, the Parties shall in good faith agree to a solution
and a course of action to be followed.


 


Clause 13.     Transparency
Commitment. The Parties undertake to:


 


		(a)	Maintain appropriate behaviors and controls to ensure ethical actions that are in keeping with
the norms in force.



 


		(b)	Abstain from performing (directly or indirectly, or through employees, representatives, affiliates
or contractors), payments, loans, gifts, gratuities commissions, to employees, managers, administrators, contractors or vendors
of Bicentenario, public officials, members of popular election corporations or political parties, with the purpose of inducing
these persons to perform any action or to make a decision, or to use their influence, with the purpose of contributing to obtain
or retain businesses with respect to the Contract.



 


		(c)	Abstain from originating inaccurate records or information, or from disseminating information that
affects the image of the other Party when it is based on assumptions that are not demonstrated.



 


		(d)	Avoid any situation that may generate a conflict of interest. By virtue of this commitment, the
Shipper shall comply with the rules that are established in the Bicentenario Code of Good Governance regarding conflict of interest.



 


		(e)	Mutually and reciprocally communicate any deviation in the course of action indicated in this Clause.



 


		(f)	In the case of Bicentenario, give equal and fair treatment to all shippers with a Contracted Capacity
in the Pipeline.



 


Clause 14.     Duration.


 


Section 14.01- Term of Duration:
This Contract shall enter into force on the Date of Signature and shall continue to be valid, first, (i) during the Ship or Pay
Term, under the modality of “transport or pay,” with respect to the Shipper’s Contracted Capacity, and then,
(ii) during the Ship and Pay Term, under the modality of “transport and pay,” for up to the Shipper’s Contracted
Capacity, for which the Parties shall agree to the applicable terms and conditions, including, but not limited to the revision
of the Tariff and the demand of the Guarantee, or not; unless it is terminated in accordance with Section 14.02.


 




    	17



    	 



    

 


	Version For Signature	


 





In the event that the Parties do not agree
to the terms and conditions for the Ship and Pay Term, in accordance with the previous paragraph, the terms and conditions established
for the Shipper’s Contracted Capacity and the Transporter’s Manual shall govern, insofar as applicable, and the tariff
that is equivalent to an amount that permits Bicentenario to cover the Pipeline maintenance, operation and management expenses,
and the expenses for depreciation, amortization and taxes shall be applied, as well as a fair profit.


 


Section 14.01- Early Termination:


 


(a)          The
Shipper can only declare the early termination of this Contract, at any time, in any of the following events:


 


		(i)	The winding up and liquidation of Bicentenario.



 


		(ii)	If the Precedent Conditions are considered failed after 12 months as of the Date of Initiation
of the Payment of the Tariff and the rendering of the Service has not commenced, in accordance with Clause 6(c) of this Contract.



 


		(iii)	If at any time, after the Date of Initiation of the Service, Bicentenario does not render the Service
for a period that exceeds 6 uninterrupted months, on account of a Justified Event.



 


		(iv)	Whenever Bicentenario has notified the Shipper that it has paid the Lenders or third parties the
entire debt under the loan contracts entered into with the Lenders, for which purpose, the Shipper is to provide notification in
writing of said decision with at least 60 Days advance notice to the proposed date for the termination of the Contract.



 


(b)          Bicentenario
may only declare the early termination of this Contract, in any of the following events:


 


		(i)	The non-fulfillment by the Shipper of the obligation to pay the Tariff, without having remedied
said non-fulfillment during a period of 150 Days as of the date on which the Shipper should have paid the corresponding invoice.
Without prejudice of the aforementioned period, Bicentenario may:



 


		(A)	Collect on the Guarantee in accordance with Section 5.02 of the Contract;



 


		(B)	Retain the Shipper’s Crude in accordance with Section 3.07 of the Contract;



 


		(C)	90 Days as of the date on which the corresponding invoice should have been paid, dispose of the
Shipper’s Contracted Capacity and offer it temporarily to other Shareholders or to third parties, in accordance with the
priority rules established in the Transporter’s Manual, without the Shipper having any right to nominate any Crude whatsoever
while the non-compliance subsists; and/or



 




    	18



    	 



    

 


	Version For Signature	


 





		(D)	initiate the necessary steps so that, once the advance termination of the Contract has concluded,
Bicentenario may offer the Shipper’s Contracted Capacity to the other Shareholders or to any third party under a firm capacity
commitment.



 


		(ii)	The non-fulfillment of any of the Shipper’s obligations under this Contract and the Transporter’s
Manual, other than the obligation to pay the Tariff and to establish and to renew the Warranty, said non-fulfillment not having
been remedied in a period of 90 Days as of the date on which Bicentenario notified the Shipper of the non-compliance.



 


		(iii)	The non-delivery of the Guarantee or of its respective renewals within the terms set out in this
Contract, or that for any circumstance attributable to the Shipper, the Guarantee cannot be enforced, without said non-fulfillment
having been remedied in a period of 60 Days as of the date on which Bicentenario notified the Shipper of the non-fulfillment. However,
if at the time of the non-fulfillment, the Shipper is also is also in non- compliance in the payment for the Service, the term
to rectify it shall be 30 Days.



 


		(iv)	The early termination of the Contract entered into with the Shipper by Bicentenario, as a result
of the occurrence of any of the events described in Section 13.02(b) of the Storage Contract.



 


		(v)	The winding up and liquidation of the Shipper.



 


		(vi)	The entering into a legal transaction by virtue of which it seeks to be substituted in the contractual
position derived from this Contract, or assigning a right or an obligation derived from it, without prior authorization in writing
by Bicentenario and the Lenders, unless it is a matter of the assignments permitted under Clause 15(b) of the Contract, when such
non-fulfillment has not been rectified in a period of 30 Days as of the date on which Bicentenario notified the Shipper of the
non-fulfillment.



 


(c)          The
exercise by either of the Parties of the authority to declare the termination of this Contract (i) shall be evidenced in a written
communication that one of the Parties shall deliver to the other, (ii) shall have the prior authorization of the Lenders, in the
event that the latter require it, when it is a matter of the circumstances provided for in Section 14.02(b) of the Contract, and
(iii) in any event, shall not restrict the attribution of the performing Party to adopt or to enforce any right or prerogative
that it conferred to it by this Contract or by the laws in force, including the enforcement of the Guarantee in the case of Bicentenario.


 




    	19



    	 



    

 


	Version For Signature	


 





(d)          If,
as a consequence of the early termination of the Contract by Bicentenario, in accordance with the provisions of Section 14.02(b)
of this Contract, (A) the Lenders require the advance payment of the loan entered into by Bicentenario under the Local Syndicated
Loan; and/or (B) Bicentenario, after exercising commercially reasonable endeavors and efforts for a period of 6 months as of the
early termination of this Contract, has not entered into a transport contract with a third party under conditions similar lo those
of this Contract, that permit it to pay the costs and expenses for the Bicentenario debt with the Lenders under the Local Syndicated
Loan; and/or (C) the “Purchase Option” (as this term is defined in the AMI) has not been exercised within 6 months
following the date on which the early termination of the Contract has taken place; the Shipper is to pay into the autonomous equity
trust fund to which Bicentenario has assigned the economic rights derived from this Contract, whenever the latter requires it,
an amount equivalent to:


 


		(i)	The outstanding balance of the debt that Bicentenario has with
the Lenders under the Local Syndicated Loan as of the date on which the early termination of the Contract takes place, multiplied
by the Shipper’s percent share in Bicentenario; plus



 


		(ii)	Any other reasonable costs or expenses in which Bicentenario
incurs as a consequence of the early termination of the Contract.



 


(e)          Whenever
Bicentenario declares the termination of this Contract under the provisions of Section 14.02 and has Crude delivered by the Shipper
under its custody, Bicentenario shall place said Crude at the disposal of the Shipper within a reasonable term that is not to exceed
15 Days as of the date of delivery of the communication that Section 14.02(c) refers to, unless (i) there is any obligation for
the account of the Shipper pending fulfillment, with respect to which Bicentenario may exercise the right of retention provided
for in Section 3.07 of this Contract; or (ii) it is operationally not possible to comply with this term, in which case, an additional
term shall be agreed to, which, together with the original term, shall not exceed 30 Days.


 


(f)          The
early termination of this Contract does not exonerate the Shipper or Bicentenario of fulfilling their corresponding obligations
and responsibilities during a period prior to the date on which this Contract is terminated. In the event that the Shipper, particularly
with respect to the payment of the Tariff pending payment and the amounts indicated in Section 14.02(d), if applicable. Moreover,
Bicentenario may make the Guarantee effective in whole or in part at any time in an Event of Non-fulfillment by the Shipper, without
prejudice of what is established in Section 14.02(b)(i) of the Contract.


 


(g)          In
any event of termination of this Contract, the Parties undertake to sign finalization minutes and for the determination of pending
accounts, within a reasonable term that they may mutually agree to, which in no case may be greater than 90 Days, which shall contain
the minimum information that Bicentenario shall require from the Shipper, before the preparation of these Minutes. Whenever, as
a consequence of the aforementioned Minutes provided for in this Section 14.02(g), either of the Parties owes the other any amount,
the creditor is to issue and deliver to the other Party, an invoice or a bill that is to be payable within the term that is provided
for in Section 4.02(c) of the Contract.


 




    	20



    	 



    

 


	Version For Signature	


 





Clause 15.     Assignment.


 


(a)          Without
prejudice of what is provided for in Clause 15(b) of this Contract, neither of the Parties can replace itself validly in its contractual
position, nor can it validly assign any right or obligation derived from this Contract, without the prior, specific and written
authorization of the other Party. In the event that the intent of the assignment affects the fulfillment by Bicentenario of the
obligations contained in the Local Syndicated Loan Contract, or if it were to have an Adverse Material Effect (as this term is
defined in the Local Syndicated Loan Contract), said assignment is also to be previously approved by the Lenders. However, Bicentenario
may assign the economic rights of this Contract in favor of autonomous equity trust funds that serve the purpose of paying for
the obligations of the loan contracts entered into with the Lenders, this not requiring the prior authorization by the Shipper
or by the Lenders.


 


(b)          The
Shipper only needs to notify Bicentenario with at least 10 Days advance notice, of the event, and is to deliver the documents that
may be required Bicentenario in order to bear evidence of said circumstance, whenever:


 


		(i)	It is a “Permitted Transfer” in accordance with what
is provided for in Clause 15(b) of the AMI;



 


		(ii)	The assignee Shipper is an affiliate of the assignor Shipper;
or



 


		(iii)	The assignment or transfer of this Contract is produced as a
consequence of the merger, spin-off or any other form in which all or part of the rights and obligations of the Shipper are transferred
to another company that is an Affiliate of the Shipper, as a consequence of a reorganization of the corporate and entrepreneurial
structure of the Shipper.



 


(c)          Bicentenario
may condition the granting of the authorization that Clause 15(a) of this Contract
refers to, to the fulfillment of the obligations or the conditions that Bicentenario and the Lenders decide to establish, and
that in any event, have the purpose of: (i) ensuring the credit quality of the assigned Shipper with respect to any financing
obtained by Bicentenario, (ii) verifying the condition as a crude producer of the assigned Shipper, and (iii) obtaining the authorization
of the Lenders.


 


Clause 16.   Confidentiality.


 


(a)          The
Parties mutually agree to provide each other with all the technical, commercial legal and other information that they may require
for the execution for the execution of this Contract.


 




    	21



    	 



    

 


	Version For Signature	


 





(b)          The
Parties shall maintain, and undertake that their shareholders, employees, members of the board of directors, representatives, managers,
Affiliates, and the shareholders, employees, members of the board of directors, representatives, managers of these, maintain under
strict confidentiality all the information that they may have or obtain under this Contract, with the understanding that the above
shall not apply to: (i) information that is available or that may be disclosed to the general public, provided that it has not
been disclosed by either of the Parties or by any of their shareholders, employees, members of the board of directors, representatives,
managers, Affiliates and the shareholders, employees, members of the board of directors, representatives and managers of these,
with the consent of the other Party; or (ii) information whose disclosure may be required by an applicable law or regulation, judgment
or arbitration award.


 


(c)          The
confidentiality obligation that is agreed to under this Clause 16 shall be in
force (i) throughout the entire Term of Validity plus 2 more years, or (ii) in the case of early termination of the Contract,
up to 2 more years as of the date on which the Contract is terminated, under the provisions of Section 14.01.


 


Clause 17.     Arrears.
The Parties specifically waive the formalities of requirement to be declared in arrears in the
event of delays or omission in the fulfillment of obligations that they enter into through this Contract and thus, to be called
judicially for being in arrears. For these purposes, the Parties specifically accept that the written communication that the performing
Party addresses to the non-performing Party shall be sufficient.


 


Clause 18.     Notifications.


 


(a)Unless
the contrary is specifically provided for, all authorized or required notifications between the Parties under any of the provisions
of this Contracts, as well as any communication that one Party may wish to give to the other Party, shall be delivered for the
attention of and to the following addresses:


 


To the Shipper:


 


	For the attention of: 	Alvaro Castañeda
	Address:	Carrera 13 No. 36-24, Bogotá D.C.
	e-mail address:	alvaro.castaneda@Ecopetrol.com.co
	Telephone:	234-43565


 


To Bicentenario: 


 


	For the attention of: 	Sofía Sepúlveda Arcila
	Address:	Cra 11 No. 84 - 09 Piso 8, Bogotá D.C., Colombia
	e-mail address:	sofia.sepulveda@bicentenario.com.co
	Telephone:	+57 (1) 319-9200


 


(b)          All
notifications and communications are to be made in writing, in Spanish, and shall delivered personally or by private or certified
mail service, or by any electronic transmission means for written communications that provides acknowledgement of receipt or written
confirmation of complete transmission of the notification, both of its content, as well as with respect to the addressee.


 


(c)          Either
of the Parties may modify, at any time, its information for notifications, by means of a communication in writing to the other
Party. The modifications thus made shall only have effect and shall be obligatory of the other Party as of the eleventh business
day following the day on which the corresponding Party has received the notification of change in the information.


 




    	22



    	 



    

 


	Version For Signature	


 





(d)          Unless
there is explicit evidence to the contrary, the communications that one Party delivers to the other at the addresses indicated
in Clause 18(a) of this Contract, shall be understood to have been received: (i) on the same day if the delivery is made in person,
(ii) on the next business day after it has been sent, if it has been sent by electronic mail, or (iii) on the fifth business day
after it has been sent, if it has been sent by certified mail.


 


Clause 19.     Applicable
Law. This Contract shall be governed by the laws of the Republic of Colombia.


 


Clause 20.     Resolution
of Controversies.


 


Section 20.01- Controversies and
Direct Settlement:


 


(a)          All
differences or controversies that may arise between the Parties on account of this Contract, or with relation to the Contract (the
“Controversy”), shall be resolved by means of the mechanisms indicated in this Clause 20, prior notification
in writing by one Party to the other regarding the existence of the Controversy (the “Notification”).


 


(b)          The
legal representative of Bicentenario and the legal representative of the Shipper shall y attempt to reach a direct settlement that
definitively resolves the Controversy and that is to be evidenced in writing within 60 Days following the date on which the Notification
was sent. If the Parties reach a direct settlement that is evidenced in writing as provided for in this provision, this settlement
shall have the effects of a transaction and shall be confidential under the terms of the confidentiality clause of this Contract,
and shall not represent an admission of responsibility nor proof of it, unless the contrary is specifically stated. Moreover, the
documents exchanged between the Parties on account of the Controversy shall also be confidential in the terms of the Confidentiality
Clause of this Contract and cannot be used as proof by the Parties.


 


(c)          If
the term indicated in Section 20.01(b) above were to expire, the Parties not having reached a direct settlement that is evidenced
in writing, the Controversy shall be resolved in accordance with the following sections, as the case may be.


 


Section 20.02- Legal Arbitration:
If the Controversy is not resolved by direct settlement in accordance with Section 20.01, the Controversy shall be resolved definitively
by means of arbitration, in accordance with the following provisions:


 


		(a)	The Arbitration Court shall comprise 3 arbitrators designated by mutual agreement between the Parties.



 


		(b)	If the Parties were not to designate arbitrators by mutual agreement within a term of 20 Days as
of the request to call the Court together, the arbitrators shall be designated by the Center for Arbitration and Conciliation of
the Bogotá Chamber of Commerce from “List A” of arbitrators of the aforementioned center.



 




    	23



    	 



    

 


	Version For Signature	


 


		(c)	The Court shall be based in the city of Bogotá.







 


		(d)	The proceedings shall be conducted in Spanish.



 


		(e)	The arbitration shall be legal and shall be administered by the Center for Arbitration and Conciliation
of the Bogotá Chamber of Commerce.



 


		(f)	At the time that they accept their designation, the arbitrators are to state, in writing, to the
Parties, their independence and impartiality to act as arbitrators in the Controversy.



 


		(g)	The arbitration is to be conducted under the law.



 


		(h)	The Shipper cannot invoke the commitment clause as the basis to prevent or oppose itself to being
called in guarantee by Bicentenario.



 


Clause 21.     Entirety
of the Contract and Modifications.


 


Section 21.01- Entirety of the
Contract:


 


(a)          This
Contract includes the comprehensive and entire terms agreed upon by the Parties to govern the legal transport business agreed to
between them, with respect to the Shipper’s Contracted Capacity and the Service. The Parties mutually agree to fully invalidate
all of the agreements, conventions, contracts, understandings or conversations that they may have held before the Date of Signature
with respect to the Service and the Shipper’s Contracted Capacity, with the exception of the provisions provided for in the
AMI.


 


(b)          If
any provision of the Contract were to be prohibited, were null, recognized as ineffective or could not be enforced in accordance
with the legislation in force, the rest of the provisions shall survive with their full binding and obligatory effects for the
Parties, unless that the prohibited, null, ineffective or unenforceable provision were to be essential, in such a way that the
fulfillment of the Contract, in the absence of said provision would not be possible, In those events, the Parties undertake to
negotiate, in good faith, a clause that is legally valid, the purpose of which is the same as that of the provision or provisions
that suffer from the defects of nullity, invalidity or unenforceability.


 


(c)          The
provisions of this Contract shall prevail over the provisions contained in the Transporter’s Manual and the AMI.


 


Section 21.02- Modifications:
Only those modifications to this Contract that are in writing and signed by both Parties shall
be valid. In the event that the modification that is sought to be made may affect the fulfillment by Bicentenario of the obligations
contained in the Local Syndicated Loan Contract or leads to an Adverse Material Effect (as this term is defined in the Local Syndicated
Loan Contract), said modification is also to be approved in advance by the Lenders.


 




    	24



    	 



    

 


	Version For Signature	


 





[SPACE INTENTIONALLY LEFT BLANK]


 




    	25



    	 



    








 








	Versión para Firma	


 


Bicentenario
Transport Contract 

Signature Page


 


For the Shipper,


 


	 	Signature:	 	 
	 	Name:	Alvaro Castañeda	 
	 	Position:	Transport and Logistics Vice President	 
	 	C.C.:	79.277.194 issued in Bogotá D.C	 


 




    	26



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Bicentenario
Transport Contract 

Signature Page


 


For BICENTENARIO,


 


	 	Signature:	 	 
	 	Name:	Fernando Gutiérrez Montes	 
	 	Position:	Legal Representative	 
	 	C.C.:	17.146.690	 


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Schedule A

Definitions


 


The definitions contained in this Schedule
A shall apply to the Contract and to any Addendum that may be signed, as well as to any other Schedule or communication exchanged
between the Parties.


 


Shareholder: Means each of the Bicentenario
shareholders.


 


Affiliate: Means, with respect to
any person, any other person, controlled directly or indirectly by said person, Controlling said person, or subject to Common Control
by said person.


 


Adjustments for Volumetric Compensation
on account of Quality: Means the adjustments and measurements made by Bicentenario under the terms provided for in Schedule
A of the Transporter’s Manual, in order to establish the ownership of the Crude between the shippers, based on the Crude
differences that Bicentenario may permit to withdraw at the Point of Exit, with respect to the Crude that Bicentenario receives
at the Point of Entry.


 


AMI: Shall have the meaning attributed
it in Recital Number 2 of this Contract.


 


Calendar Year: Means the term that
commences on January 1st of each year and ends on December 31st of the same year.


 


Provisional Notification: Means
the notification that Bicentenario gives to the Shipper regarding its intent to retain the Shipper’s Crude to pay the amounts
in favor of Bicentenario and for the account of the Shipper, under the terms established in Schedule I of this Contract.


 


Barrel: Means the volume equivalent
to 42 United States of America. Each gallon is equivalent to 3.7853 liters.


 


Barrels per Calendar Day (bpcd): Means
the measurement unit of flow that refers to the average amount for a given period.


 


Bicentenario: Means the Bicentenario
de Colombia S.A.S. company, as it is identified at the outset of this Contract.


 


Contracted Capacity: Means the capacity
of the Pipeline committed by means of Transport Contracts.


 


Shipper’s Contracted Capacity:
Means the Crude transport capacity through the Pipeline that the Shipper has a right to transport by virtue of this Contract.
Said Shipper’s Contracted Capacity corresponds to the percent shareholding of the Shipper and/or its Affiliates in Bicentenario,
applied to the Effective Capacity of the Pipeline. The Contracted Capacity of all the Bicentenario Shareholders and/or their Affiliates
shall in no case be less than 110,000 bcpd.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Effective Capacity: Means the maximum
average transport capacity that can effectively be disposed of for the transport of Crude during a given period. It is calculated
as the product of the Nominal Capacity times the Service Factor.


 


Nominal Capacity: Means the maximum
transport capacity, during a given period, between a pump station and a terminal at the Pipeline, or between two pump stations,
calculated in consideration of the equipment installed in the system and the foreseen quality of the Crude to be transported. It
is expressed in terms of bcpd.


 


Unused Capacity: Means that part
or the total Shipper’s Contracted Quantity that the respective Shipper does not nominate or decides not to use temporarily.


 


Commissioner: Means the Bolsa
Mercantil de Colombia S.A. or any other entity that fulfills the same or better suitability standards to undertake an auction
for commodities, particularly for Crude.


 


Conditions Precedent: Are the conditions
that are indicated in Clause 6(a) of this Contract.


 


Controversy: Shall have the meaning
assigned in Section 20.01(a) of the Contract.


 


Good Governance Code: Is the Bicentenario
Good Governance Code, attached as Schedule C of the Contract.


 


Contract: Is this Crude transport
Contract.


 


Storage Contracts: Means the Crud
storage contract that shall be entered by Bicentenario with the Shipper or its Affiliates for the provision of the Crude Storage
in the 2 tanks, for a capacity of up to 1,200,000 Barrels, which shall be built by Bicentenario at the Coveñas Terminal.


 


Local Syndicated Loan Contract:
Means the syndicated loan contract that Bicentenario entered into with Lenders domiciled in Colombia on May 8th, 2012,
the purpose of which is to grant a loan for up to COP$ 2,100,000,000,000, destined to finance the construction, start-up and maintenance
of the Araguaney-Banadía Segment.


 


Transport Contracts: Means the Crude
transport contracts by means of which Bicentenario commits the Pipeline capacity.


 


Control: Means the capability of
a person to subject his will to the decisions o another or other persons. Control is presumed if the presumptions of subordination
that article 261 of the Colombian Commercial Code exist.


 


Crude: Means crude oil, in accordance
with the definition included in article 1 of the Petroleum Code, which exists in its liquid phase in natural underground reservoirs
and that remains liquid at atmospheric pressure after having passed through the surface separation facilities.


 


Owned Crude: Means the Crude Produced
by the Shipper or its Affiliates and/or the Crude that has in any other way been acquired by the Shipper or its Affiliates.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Produced Crude: Means the Crude
(i) with respect to which a Shipper or its affiliates have taken part in the production, extraction, collection, treatment, storage
or transfer operations or activities, individually or jointly with another person, by virtue of a concession, association, exploration
and production or operations contract, or under any other title, by virtue of which the Shipper or its Affiliates have the State
authorization to extract the resource, and that (ii) can include the Crude, necessary Diluent or mixes to take that Crude from
the previous numeral up to the minimum technical specifications to be able to be effectively transported through the Pipeline.


 


Segregated Crude: Means the Crude
that is decided to be transported through the Pipeline, by agreement between Bicentenario and the Shipper, without being mixed
with other Crudes.


 


Day or Days: Shall be a calendar
day or calendar days, respectively.


 


Diluent: Means the natural or refined
product that is mixed with the Crude in order to bring the Crude to the minimum technical specifications to be able to be effectively
transported through the Pipeline.


 


Reasonable Effort: Means the reasonable
and timely measures that may have been taken by a transporter, in accordance with the requirements of the operation of a pipeline
with similar characteristics to those of the Pipeline, in order to prevent any damage or its aggravation.


 


Quality Specifications: Means the
quality specifications that the Crude is to have for its transport through the Pipeline, which are described in Schedule J
of the Contract.


 


Araguaney Station: Means the set
of facilities and assets for the receipt of the Crude, located at the village of ‘Araguaney,’ located at the Municipality
of Trinidad, Department of Casanare, Republic of Colombia.


 


Banadía Station: Means the
set of facilities and assets for the receipt of Crude and the connection to the CLC System, located at the Municipality of Saravena,
Department of Arauca, Republic of Colombia.


 


Monterrey Station: Means the set
of facilities and assets for the receipt of Crude and the connection to the Monterrey – Araguaney System, located at the
Municipality of Monterrey, Department of Casanare, Republic of Colombia.


 


Subsequent Stages: Means the other
Pipeline construction stages, subsequent to the Construction of the Araguaney – Banadía Segment.


 


Non-Fulfillment Event: Means any
of the events described in Section 14.02(b) of the Contract.


 


Justified Event: Means any force
majeure or fortuitous circumstance event, inherent defect of the Crude, or any act or event produced by a third party, including,
but not limited to guerrilla or terrorist acts, or any type of public order disturbance that causes damages to the Pipeline or
events that interrupt, delay or prevent the fulfillment of the obligations by Bicentenario.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Service Factor: Means the effectively
usable percentage of the Nominal Capacity, due to temporary operational and maintenance restrictions of the Pipeline and its related
and ancillary facilities, calculated for a given period, in which the effects of non- availability of the mechanical equipment,
the maintenance of the line programs and the number of days of the period under consideration are to be borne in mind.


 


Date of Signature: Has the meaning
assigned to it in the heading of this Contract.


 


Date of Commencement of the Payment
of the Tariff: Shall be the date that occurs 12 months after the date of the first disbursement of the loans to be granted
by the Lenders to Bicentenario under the Local Syndicated Loan Contract.


 


Date of Commencement of the Service:
Is the date that is indicated in the notification that Bicentenario sends out to the Shipper when the Precedent Conditions are
fulfilled.


 


Date of Termination: Is the date
on which this Contract terminates, in accordance with Clause 14.


 


Guarantee: Means an irrevocable
stand-by letter of credit or an irrevocable bank guarantee payable on first demand, issued by (a) a banking establishment authorized
to operate in Colombia, with a AAA credit rating for its long-term debt in pesos, or (b) a foreign financial entity with a risk
rating for its long-term debt in dollars that is no less than the foreign sovereign debt of Colombia, and in either event, designating
as its beneficiary, the autonomous equity trust fund that is established by Bicentenario under the Local Syndicated Loan Contract,
for which it can use the form that is included in Schedule F of this Contract.


 


Transporter’s Manual: Is the
document whose purpose it is to establish the overall conditions for the transport of Crude owned by the shippers through the Pipeline,
which constitutes Schedule B of this Contract and which is an integral part of it.


 


Calendar Month: Means the period
of time that begins at 00:00 hours on the first Day of the Gregorian month and ends at 24:00 hours on the last Day of the same
Gregorian month.


 


Month of Nomination: Means the Calendar
Month immediately precedent to a Month of Operation.


 


Month of Operation: Means the Calendar
Month for which the Shipper has nominated the transport service and during which the Transporter executes the Transport Program.


 


Nomination: means the request for
the transport service that each Shipper formalizes for the Month of Operation, specifying the volume of transport required, the
Point of Entry, the Crude Quality and the ownership of the Crude requested to transport.


 


Notification: Shall have the meaning
assigned in Section 20.01(a) of the Contract.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Offer of Retained Crude: Means the
communication sent by the Commissioner to the Shareholders, in which it indicates the total volume of retained Crude to be offered,
the sale price, the terms and conditions for its payment and the term of validity of the offer.


 


Pipeline: Means the set of facilities
and assets that comprise the private use Crude transport and lift capacity between the Araguaney Station and through the exit node
at the Coveñas Terminal, for each of its construction stages, known as the ‘Oleoducto Bicentenario de Colombia’
pipeline, for the attention and benefit of Crude production, in accordance with the more detailed description that is indicated
in the Third Clause of the Transporter’s Manual.


 


Purchase Option: Has the meaning
assigned in Clause 19(c) of the AMI.


 


Operator: Means Ecopetrol S.A. or
whoever may in the future be the Operator as a result of Bicentenario having opted for entrusting a third party (whether a Shareholder
or not), with the operation and maintenance of the Pipeline.


 


Party or Parties: Means Bicentenario
or the Shipper, or both, in accordance with the context in which the term is used.


 


Identifiable Losses: Means the Crude
losses that can be located at a specific point in the Pipeline.


 


Unidentifiable Losses: Shall have
the meaning indicated in numeral 20.2.1 of the Transporter’s Manual.


 


Term of Validity: Is the term that
begins on the Date of Signature and ends on the Date of Termination.


 


Term for the Provision of the Service:
Is the term that begins on the Date of Initiation of the Service and ends on the Date of Termination.


 


Ship and Pay Term: Means the 20-year
term, as of the Day on which the Ship or Pay Term expires.


 


Ship or Pay Term: Means the term
that commences on the date on the first date that occurs between the Date of Commencement of the Payment of the Tariff or the Date
of Initiation of the Service, and ends on the last that occurs between (a) 12 years as of the date of commencement of the term,
and (b) the Day on which all of the obligations that are the purpose of the Local Syndicated Loan Contract are extinguished.


 


Loyalty and Transparency Policy: Means
the BICENTENARIO-PL-002 Policy, which is part of this Contract in Schedule D.


 


Lenders: Has the meaning assigned
in recital 3 of this Contract.


 


Transport Program or Program:
Means the program for operations of the Pipeline for a Month of Operation, prepared by Bicentenario on the basis of the transport
nomination cycle. It specifies the use of the Effective Capacity, the volumes of Crude that enter at the Points of Entry, and the
volumes of Crude that exit the Pipeline at the Points of Exit.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule A

        Definitions
	


 


Point of Entry: Shall be the points
of entry that are described in numeral 1 of Schedule H of the Contract.


 


Point of Exit: Shall be the points
of exit that are described in numeral 2 of Schedule H of the Contract.


 


Shipper: Means Ecopetrol S.A., as
it is identified at the beginning of the Contract.


 


Service: Means the service of receipt,
transport, lifting and delivery of the Shipper’s Crude and its corresponding diluent, which shall be rendered by Bicentenario
through the Araguaney – Banadía Segment, once the Conditions Precedent are fulfilled and during the Term or Provision
of the Service.


 


CLC System: Means the Crude lifting
and transport system, of private use, that is owned by Ecopetrol S.A., known as ‘Caño Limón-Coveñas.’


 


Monterrey – Araguaney System:
Means the private use Crude lifting and transport system, owned by Ecopetrol S.A., known as ‘Monterrey – Araguaney.’


 


Tariff: Means the Crude transport
tariff calculated in accordance with the methodology established in Schedule P of the AMI, which is transcribed literally and is
a part of this contract as Schedule G.


 


Coveñas Terminal: Means he
maritime terminal located in the Municipalities of Coveñas, Department of Sucre and San Antero, Department of Córdoba,
Republic of Colombia, comprising the facilities that are owned by Bicentenario, Ecopetrol S.A., Oleoducto Central S.A. - Ocensa
and Oleoducto de Colombia S.A. – ODC.


 


Araguaney – Banadía Segment:
Means the segment of the Pipeline that begins at the Araguaney Station and ends at the Banadía Station, and which is described
in detail in numeral 3.2.1 of the Transporter’s Manual.


 


Declared Value: Means the value
of the Crude that is determined on the basis of the average for the sale price of the Vasconia Crude, or of the Crude that is used
as a reference for marketing the Crude that is transported through the Pipeline, during the 10 Days prior to the date of the Offering
of the Retained Crude, in accordance with the Platts quotation, for purposes of (a) the indemnity established in Section 8.01(c)
of the Contract, or (b) its sale, as a consequence of its retention, in accordance with Section 3.07 of the Contract.


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anexo B

        Manual del Transportador
        de Bicentenario
	


  


Schedule B

Bicentenario Transporter’s Manual (Attachment H to the AMI)


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anexo C

        Código de Buen
        Gobierno de Bicentenario
	


 


Schedule C


Bicentenario Good Governance Code


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anexo D

        Política de
        Lealtad y Transparencia de Bicentenario
	


 


Schedule D

Bicentenario Loyalty and Transparency Policy


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anexo E

        Metodología
        para el Cálculo de la Garantía
	


 


Schedule E

Methodology for the Calculation of the Guarantee


 


The Guarantee that the Shipper undertakes
to maintain in favor of Bicentenario in accordance with the provisions of Clause 5 of the Contract shall be calculated as follows:


 


1.            The
total amount of the Guarantee that the Shipper is to deliver shall correspond to 6 months of revenue corresponding to the transport
of the Shipper’s Contracted Capacity.


 


2.            It
shall be calculated by multiplying (i) the Shipper’s Contracted Capacity that the Shipper undertakes to pay on a monthly
basis (in accordance with this Contract) by (ii) the Tariff (calculated in accordance with Schedule G of the Contract), times (iii)
6.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule F

        Model for the Stand-By
        Letter of Credit
	


 


Schedule F

Model for the Stand-By Letter of Credit


 


Letter of Credit No. [______]


 


	PLACE AND DATE OF ISSUE:	[________________]
	EXPIRATION DATE:	[________________]
	NOMINAL VALUE:	US$[_____________]
	ISSUING BANK:	[________________]
	BENEFICIARY:	P.A. Bicentenario I
	ORIGINATOR:	[________________]


 


By means of this document, we hereby communicate
to you that, for the account of [__________] (the “Originator”), a company incorporated in accordance with the
laws of [_______], the Bank [________] (the “Bank”) has issued in favor of Bicentenario I, with tax identification
number [______] (the “Beneficiary”), this irrevocable stand-by letter of credit payable on first demand (the
“Letter of Credit”) to support the payment of the obligations, whether monetary or not, of the Shipper under
the crude transport contract entered into with Oleoducto Bicentenario de Colombia S.A.S. on June 20th, 2012 (the “Contract”),
for up to the nominal value indicated above (the “Guaranteed Obligations”).


 


This Letter of Credit shall be in force
from the [_] of [______], 20[_] through the date on which [___] ([_]) calendar Days have gone by after the [__] of [___], [_____].


 


It is understood that the Bank’s
liability derived from this Letter of Credit, is limited solely and exclusively to the amounts and during the terms that are indicated
in the heading of the Letter of Credit.


 


In the event of non-compliance by the Originator
of all or any of the Guaranteed Obligations, the Beneficiary, in accordance with what is provided for in the Contract, shall communicate
said non-compliance to the Bank in its offices located at [__________], within the term of validity of this Letter of Credit. On
the same date on which the aforementioned communication is received by the Bank, the Bank shall proceed to unconditionally pay,
to the order of the Beneficiary, the amounts indicated in the communication of non-compliance, without at any time exceeding the
total guaranteed amount, against this Letter of Credit, in (i) pesos, legal tender currency in the Republic of Colombia, or (ii)
United States of America dollars. In the event that the Beneficiary makes partial use of this guarantee, the unused portion shall
continue to guarantee the Guaranteed Obligations and may be called by the Beneficiary in the event of non-compliance by the Originator,
through the aforementioned term of validity indicated above.


 


If the aforementioned communication of
non-compliance is not received within the term of this Letter of Credit, the Bank’s responsibility derived from it shall
cease.


 




    	 



    	 



    

 


	
        Versión
para Firma


Anexo F


Modelo Carta de Crédito
Stand-By





        
	


 


The communication in which the Bank is
notified of the non-fulfillment of the Guaranteed Obligations shall consist of a document duly signed by the legal representative
of the Beneficiary, in his condition as spokesperson for the Beneficiary, or by whomever is acting as such, in which he states
the non-fulfillment by the Originator of the Guaranteed Obligations and requesting the total or partial payment of this guarantee.
In this communication, the number of this Letter of Credit is to be cited, and the amount for which it is used. In case the Beneficiary
opts for using this Letter of Credit in pesos, legal tender currency in the Republic of Colombia, the nominal value of the Letter
of Credit shall be converted at the market representative exchange rate certified by the Finance Superintendence of Colombia for
the date on which the communication is sent to the Bank.


 


This document shall be governed by the
International Stand-by Practices (ISP98) of the International Chamber of Commerce.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule G

        Methodology for the
        Calculation of the Tariff
	


 


Schedule G

Methodology for the Calculation of the Tariff (Attachment P of the AMI)


 


1.          General


 


The Shareholder Tariff shall be determined
in order to grant Bicentenario a 10.5% annual internal rate of return (IRR) (or whatever rate that the General Shareholders Assembly
may agree to for the tariff period), in real terms. The target return shall be calculated on the Free Cash Flow (“FCF”,
as defined below), which comprises the operational revenues, the costs and expenses for management, operations and maintenance
of the business, the investments, taxes and working capital needs. The resulting target internal rate of return (IRR) for the project,
measured on the FCF shall determine the Tariff. The resulting Free Cash Flow (FCF) shall be destined to cover the service of the
debt to the Lenders and to return the resources invested to the Shareholders


 


2.          Calculation


 


The initial Tariff shall be established
on the first date that occurs between the Date of Initiation of the Service or the Date of Initiation of the Payment of the Tariff,
on the basis of the Bicentenario financial forecasts that arise from the Model for the Calculation of the Tariff.


 


The Tariff for the following year shall
be determined during the month of October of each year, following the aforementioned methodology.


 


The Tariff shall be reviewed every 3 months.
If in the interim reviews as a result of changes in the projections, the Tariff is modified by 5% or more, the Tariff shall be
adjusted as of the month following said review, in order to avoid the persistence of a potential deficit or surplus during the
period. The adjustments to the Tariff shall not consider possible variations in the costs of financing.


 


The process consists on determining the
annual FCFs for a period that goes from November 2010 through the fifteenth year, as of the entry into operation of the Pipeline.
The estimated annual FCF shall consider both known historical values as well as future estimated values.


 


The Tariff shall be adjusted with the required
frequency as a result of the quarterly reviews established above, and in accordance with the denomination of the currency for the
Bicentenario financial obligations; that is to say, there will be a percentage (%) of the Tariff in dollars, which shall be adjusted
with the CPI for the United States, and, similarly, there will be a percentage (%) of the Tariff in pesos, which shall be adjusted
with the Colombian CPI.


 


3.          Definition
of the FCF


 


The concept behind the FCF is the determination
of the cash flow that Bicentenario would have, or would have had, if it did not have a financial debt. This shall be constructed
with actual and forecast figures.


 


The FCF is calculated as follows:


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule G

        Methodology for the
        Calculation of the Tariff
	


 


		-	The revenues are calculated on the basis of numeral 3.1.1 of this Schedule (the “Calculated
Revenues”).



 


Minus


 


		-	All Bicentenario management, operational and maintenance costs and expenses.



 


Minus


 


		-	The operational taxes.



 


Minus


 


		-	The unleveraged estimate for the payment of income taxes (the taxes that would have been paid or
that would be paid if there were no financial debt or cash flow surpluses).



 


Minus (Plus)


 


		-	The increase (or reduction) in working capital.



 


Minus


 


		-	The capital investments required for the construction of the Pipeline, including expenses that
can be capitalized.



 


The calculation of the FCF shall be explained
in detail in the Model for the Calculation of the Tariff (as this term is defined below).


 


3.1.        Procedure
for the Calculation of the Tariff


 


3.1.1.     The
Line for Calculated Revenues included in the FCF is calculated as follows:


 


3.1.1.1.     For
historical periods: One multiplies (i) the respective Tariff for each historical period by (ii) the greater value between (A)
the entire Contracted Capacity by all of the Shareholders or their Affiliates on the Date of Signature, and (B) the number of Barrels
actually transported during each period. The historical revenues on account of transport royalties are added to this amount, calculated
in accordance with the tariff of the Agencia Nacional de Hidrocarburos established in the Transporter’s Manual, as
well as any other revenues that are received by Bicentenario for other services.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule G

        Methodology for the
        Calculation of the Tariff
	


 


3.1.1.2.     For
forecast periods: One multiplies (i) the entire Contracted Capacity by all of the Shareholders or their Affiliates on the Date
of Signature by (ii) a base tariff (the “Base Tariff”) that shall initially be the tariff in force. The Base
Tariff is escalated every year, projected on the basis of inflation through the fifteenth year as of the date of entry of the Pipeline
into operation. In turn, this shall be indexed in accordance with what is described in point 2 above, in accordance with the composition
of currencies of the Bicentenario financial obligations. The forecast revenues on account of transport royalties shall be added
to this amount, that are calculated in accordance with the tariff of the Agencia Nacional de Hidrocarburos established in
the Transporter’s Manual, as well as any other revenues that Bicentenario receives on account of other services.


 


3.1.2.     The
other components of the FCF are obtained on the basis of the premises of the Tariff Calculation Model, previously approved by the
Board of Directors and on line with the conditions of the Bicentenario financial obligations. The amounts are to be nominal (that
is to say, that they are to take into account the effects of inflation on the prices that comprise them).


 


3.1.3.     Once
the annual series of the historical and projected FCF have been obtained, the nominal figures shall be affected by dividing them
by the historical and projected inflation, accumulated since 2010, thus obtaining the FCF in constant terms in 2010 values (the
“Constant FCF”).


 


3.1.4.     The
internal rate of return for the Constant FCF is calculated.


 


3.1.5.     The
Base Tariff is adjusted until the internal rate of return for the Constant FCF is 10.50% with a ± 0,01% tolerance level.


 


3.2.
       Model for the Calculation of the Tariff


 


The Board of Directors of Bicentenario
shall approve a model for the calculation of the Bicentenario Tariff (the “Model for the Calculation of the Tariff”),
that permits performing the calculations for the Tariff on the basis of the methodology that has been described. The Model for
the Calculation of the Tariff shall also be known to the creditors of Bicentenario, in line with the Local Syndicated Loan Contract
or with the rest of the indebtedness agreements that may be in force from time to time.


 


The first Tariff that will be applicable
on the Date of commencement of the Service or on the Date of Commencement of payment of the Tariff, whichever occurs first, shall
be the one approved by the Bicentenario Board of Directors, with 60 Days advance notice to said dates.


 


3.3. 
      Example for the Calculation of the Tariff


 


With the sole purpose to clarify the calculation
of the Tariff and to provide an example of it, an example is provided for the calculation of the Tariff:


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule G

        Methodology for the
        Calculation of the Tariff
	


 


Financial Model – Version delivered to the Banks (November
30th, 2011)


Bicentenario Pipeline


Control Sheet


Figures in Millions of Current Pesos


 


	 	 	Dec-10	 	 	Dec-11	 	 	Dec-12	 	 	Dec-13	 	 	Dec-14	 	 	Dec-15	 	 	Dec-16	 	 	Dec-17	 	 	Dec-18	 	 	Dec-19	 	 	Dec-20	 	 	Dec-21	 	 	Dec-22	 	 	Dec-23	 	 	Dec-24	 	 	Dec-25	 	 	Dec-26	 	 	Dec-27	 
	CASH FLOW	 	2010	 	 	2011	 	 	2012	 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	2020	 	 	2021	 	 	2022	 	 	2023	 	 	2024	 	 	2025	 	 	2026	 	 	2027	 
	 Revenues	 	 	-	 	 	 	-	 	 	 	235.014	 	 	 	574.439	 	 	 	591.652	 	 	 	609.381	 	 	 	629.357	 	 	 	646.452	 	 	 	665.824	 	 	 	685.778	 	 	 	708.260	 	 	 	727.499	 	 	 	749.303	 	 	 	771.761	 	 	 	797.063	 	 	 	818.716	 	 	 	843.255	 	 	 	868.531	 
	 Opex	 	 	(10.248	)	 	 	(32.957	)	 	 	(74.531	)	 	 	(91.220	)	 	 	(98.327	)	 	 	(97.764	)	 	 	(100.699	)	 	 	(107.101	)	 	 	(113.323	)	 	 	(115.419	)	 	 	(115.456	)	 	 	(116.750	)	 	 	(123.986	)	 	 	(131.028	)	 	 	(131.238	)	 	 	(133.744	)	 	 	(137.737	)	 	 	(143.545	)
	 EBITDA	 	 	(10.248	)	 	 	(32.957	)	 	 	160.483	 	 	 	483.218	 	 	 	493.325	 	 	 	511.617	 	 	 	528.658	 	 	 	539.351	 	 	 	552.502	 	 	 	570.359	 	 	 	592.804	 	 	 	610.749	 	 	 	625.317	 	 	 	640.733	 	 	 	665.825	 	 	 	684.972	 	 	 	705.519	 	 	 	724.986	 
	 Income Tax	 	 	-	 	 	 	-	 	 	 	(2.112	)	 	 	(5.392	)	 	 	(25.883	)	 	 	(33.377	)	 	 	(43.013	)	 	 	(52.828	)	 	 	(60.706	)	 	 	(70.052	)	 	 	(81.152	)	 	 	(94.261	)	 	 	(106.426	)	 	 	(121.225	)	 	 	(133.796	)	 	 	(148.684	)	 	 	(156.356	)	 	 	(164.614	)
	 Working Capital	 	 	(995	)	 	 	72.137	 	 	 	(45.680	)	 	 	(7.397	)	 	 	1.004	 	 	 	273	 	 	 	282	 	 	 	572	 	 	 	558	 	 	 	215	 	 	 	45	 	 	 	151	 	 	 	647	 	 	 	632	 	 	 	64	 	 	 	257	 	 	 	382	 	 	 	535	 
	 Capex	 	 	(127.879	)	 	 	(1.253.766	)	 	 	(1.422.453	)	 	 	(38.903	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	 Free Cash Flow	 	 	(139.123	)	 	 	(1.214.586	)	 	 	(1.309.762	)	 	 	431.527	 	 	 	468.445	 	 	 	478.514	 	 	 	485.927	 	 	 	487.094	 	 	 	492.354	 	 	 	500.522	 	 	 	511.697	 	 	 	516.639	 	 	 	519.539	 	 	 	520.140	 	 	 	532.093	 	 	 	536.545	 	 	 	549.545	 	 	 	560.907	 



  


The table above corresponds to the Annual Free Cash Flow for
the Project, calculated by taking the following assumptions:


 


		1.	Operational Assumptions:



		a.	Date of Initiation of Operations of the Unloading Dock:
January 2012.



		b.	Barrels discharged per day: 1,000.



		c.	Discharge Tariff: $USD 1.4075 per Barrel. (Average Tariff
between USD 1.35 for Shareholders and USD 1.60 for third parties)



		d.	Date of Commencement of Operations for the Line: August
2012.



		e.	Barrels transported per day: 110,000.



		f.	Opex: According to the budget for the Bicentenario Operations
Area (COP$ 91,220 million current pesos for the year 2013).



		2.	Investment Assumptions:



		a.	Total value of the Investments: August 2011 $USD 1,487
MM (budget for Stages 0 and 1).



		b.	Investment Schedule: In accordance with the budget delivered
by Bicentenario.



		3.	Historical Information:



		a.	Reconstruction of the monthly cash flow for the project,
using the financial information for the Oleoducto Bicentenario Pipeline, from December 2010 through October 2011.



		4.	Investment Amortization:



		a.	Investments in the Unloading Dock: 10 Years



		b.	Investments in the Line: 15 Years



		5.	Working Capital:



		a.	Turnover on Accounts Receivable: 7 days.



		b.	Turnover on Accounts Payable: 30 days.



 




    	 



    	 



    

  


	
        Version for Signature

        Schedule G

        Methodology for the
        Calculation of the Tariff
	


 


With the aforementioned assumptions, and bearing in mind the
methodology for the calculation of the Transport Tariff determined in Schedule G, “Methodology for the Calculation of the
Tariff” (Attachment P of the AMI), the Transport Tariff per Barrel was determined. Under this preliminary scenario, a Tariff
of June 2010 $USD 7.085 per Barrel was determined.


 




    	 



    	 



    

 


	
        Version for Signature

        Schedule H

        Point of Entry and
        Point of Exit
	


 


Schedule H

Point of Entry and Point of Exit


 


	Point #	 	Type of Point	 	Name of the Point	 	
        Distance 

        (in km)

	1	 	Point of Entry	 	The point of entry is considered to be the valve manifold of exit from the ECOPETROL VIT at the Araguaney Plant, in the course to the Bicentenario storage tanks.	 	00+00
	2	 	Point of Exit 	 	The point of exit is considered to be the point of exit of the Pipeline, located at the last flange of the measuring point at the exit of the Pipeline at the Banadía Station. 	 	229+300


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


Schedule I

Rules for the Sale of Retained Crude (Section 3.07)


 


		1.	Provisional Notification: Bicentenario shall deliver
a Provisional Notification to the Shipper, for which the Shipper shall have the term established in said Provisional Notification
(which cannot be less than 10 business days), to express its consent for the sale of Retained Crude to be made by Bicentenario,
without the need to resort to the Commissioner.



 


		2.	Entrusted for the Sale:



 


		(a)	In the event that the Shipper, within the term established
in the Provisional Notification, authorizes Bicentenario to undertake the sale of the Crude without resorting to the Commissioner,
said sale shall be made in accordance to the rules established in this Anexo I.



 


		(b)	If the Shipper does not authorize Bicentenario under
the terms of the Provisional Notification and within the established term, the sale of the Crude shall be made by a Commissioner,
in accordance with the rules established in this Anexo I.



 


		3.	Value of the Sale: Bicentenario, directly or through
the Commissioner, as the case may be, shall make a Reasonable Effort to sell the retained Crude at market prices and, in any event,
at a price of not less than 75% of the Declared Value and in United States of America dollars, which shall be indicated in the
Offer for Retained Crude.



 


		4.	Crude Offering: The Commissioner or Bicentenario,
as the case may be, shall offer the retained Crude in accordance with the following rules:



 


		(a)	Right of Preference of the Shareholders: The retained
Crude is to be offered initially to the Shareholders that are in compliance of their payment obligations under their corresponding
Transport Contracts, who shall have the right to purchase the retained Crude preferentially in an equivalent prorated amount to
their shareholding in Bicentenario at the time of the sale, for which:



 


		(i)	The Commissioner or Bicentenario, as applicable, shall
send an Offering for the Retained Crude to the Shareholders within 2 Days following the expiration of the term established in
Section Clause 14(b)(i) of the Contract (150 Days as of the date on which the payment of the corresponding invoice should have
been made).



 


		(ii)	The performing Shareholders shall have a 10-Day term
to send a communication to the Commissioner or to Bicentenario, as the case may be, in which they accept or reject the offer.



 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


		-	If a Shareholder does not pronounce itself within the 10-Day term, it shall be understood that
the offer has been rejected.



		-	If the 10 Day term has gone by and a Shareholder has not pronounced itself or rejects the offer,
those Shareholders that did accept the offer shall acquire the retained Crude on a pro rata basis to their shareholding in Bicentenario
at the time of the sale, under the terms indicated in the Offer for Retained Crude.



		-	If the 10 Day term has gone by without any Shareholder accepting the offer, or not making a pronouncement
about it, the Commissioner or Bicentenario, as the case may be, shall proceed in accordance with literal (d) below.



		-	If the 10 Day term has gone by and a Shareholder has pronounced itself and there is still retained
Crude that has not been sold, it shall be proceeded in accordance with literal (b) below, in order to sell said Crude.



 


		(b)	Public Sale: The Commissioner or Bicentenario,
as the case may be, shall proceed to offer the retained Crude by means of a public procedure and, in the event that it is the
Commissioner, this shall be done in accordance with the internal regulation of the Commissioner for public offerings by means
of an auction for goods similar to the retained Crude. In any event, the minimum conditions under which the retained Crude is
to be offered shall be those indicated in the Offer for Retained Crude.



 


		5.	Destination of the Value of the Sale: The product
of the sale of the retained Crude shall be applied, within the 3 Days following its receipt, as follows: (i) to the unfulfilled
monetary obligation or to the reparation of the damages caused by said monetary obligation, after the deduction of the costs and
expenses incurred by Bicentenario in the storage, marketing or auction or sale of the retained Crude, if any; and if there is
any remaining amount, (ii) (1) a credit note shall be issued in favor of the Shipper, which shall be included in the invoices
that are issued in subsequent months, until the amount of it is extinguished, in the case that the Contract has not been terminated,
or (2) said amount shall be deposited in the bank account indicated by the Shipper, in the event that the Contract has been terminated.



 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


Schedule J

Quality and Specifications of the Crude to be Transported


 


		I.	STAGE 1



 


		1.	Estimated Quantities of Crude to be Transported in
Stage 1:



 


	Product	 	
        Daily average

        (Barrels/calendar day)

	Crude	 	60,502.19


 


		2.	Properties of the Products to be Transported:



 


The Quality Specifications indicated in
Table No. 1 correspond to the ones that are to be fulfilled by the final mix of Crudes to be transported through Bicentenario in
Stage 1:


 


TABLE
No. 1


 


	TEST

 PARAMETER	 	VALUE OF THE PARAMETER	 	TEST STANDARD
	Sediment and water or particles	 	Not to exceed 0.5% on volume	 	
        Sediments – ASTM D473

        Water – Karl Fisher

	API at 60°F	 	Greater than 24 degrees API and less than 50 degrees API	 	D1298
	Viscosity at the reference Temperature	 	Not greater than 50 cSt at 30°C	 	ASTM D445 or D446
	Vapor Pressure	 	
        Not to exceed 11 lb/square inch

        Reid Vapour Pressure
	 	ASTM D323
	Receipt Temperature	 	Not to exceed 120°F	 	 
	Salt Content	 	Not to exceed 20 PTB	 	ASTM D 3230
	Pour Point	 	Not to be greater than 12 °C	 	ASTM D 93
	Sulphur	 	Less than or equal to 0.9%	 	
        ASTM D4294

        Fluorescence Spectrometry



 


The above, without prejudice that the Operator,
through its quality analysis, verifies parameters such as metals, TAN, among others. Based on these tests, Bicentenario shall notify
the Shipper of the actions that are to be taken in order to prevent impacts on the operations of the system or affectations to
the quality of other Crudes.


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


Bicentenario shall transport this mix received
from Ecopetrol S.A. at the Araguaney Station through the Araguaney - Banadía Segment and shall deliver it at the Banadía
Station with the same quality specification received at the CLC System.


 


II.          SUBSEQUENT
STAGES


 


In Subsequent Stages, the Pipeline shall
operate on the basis of a system of segregations and volumetric compensations, the terms of which are regulated in the Transporter’s
Manual, and the Shipper is to guarantee that the Crudes to be transported comply with the specifications indicated in Table No.
2 or Table No. 3 of this Schedule, as the case may be.


 


Batches of the mix of intermediate and
heavy Crudes shall be transported in a segregated manner, in accordance with the following detail:


 


1.          The
Quality Specifications indicated in Table No. 2, correspond to those that the mix of intermediate Crudes to be transported through
Bicentenario are to comply with:


 


TABLE
No. 2


 


	TEST PARAMETER	 	VALUE OF THE 

PARAMETER	 	TEST STANDARD
	Sediment and water or particles	 	Not to exceed 0.5% in volume	 	
        Sediments – ASTM D473

        Water – Karl Fisher

	API at 60°F	 	Greater than 24 degrees API and less than 50 degrees API	 	D1298
	Viscosity at the reference Temperature	 	Not greater than 50 cSt at 30°C	 	ASTM D445 or D446
	Vapor Pressure	 	
        Not to exceed 11 lb/square inch

        Reid Vapour Pressure
	 	ASTM D323
	Receipt Temperature	 	Not to exceed 120°F	 	 
	Salt Content	 	Not to exceed 20 PTB	 	ASTM D 3230
	Pour Point	 	Not to be greater than 12°C	 	ASTM D 93
	Sulphur	 	Less than or equal to 0.9%	 	
        ASTM D4294

        Fluorescence Spectrometry



 


The above, without prejudice
that the Operator, through its quality analysis, verifies parameters such as, TAN, among others. Based on these tests, it shall
notify the Shipper of the actions that are to be taken in order to prevent impacts on the operations of the system or affectations
to the quality of other Crudes.


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


Bicentenario, on the basis
of its present or future facilities, shall exercise its best efforts to permit the entry of the Shipper’s Crude volumes with
specifications that are less than 24° API and/or greater than 50 Cst. The costs associated with the operations of dilution
or of the necessary infrastructure to bring the Crude to the specifications agreed to in Table No. 2 and that permit its transport
through the Pipeline shall be for the account of the Shipper.


 


		2.	The Quality Specifications indicated in Table No. 3,
correspond to those heavy crude segregations that are to be transported through Bicentenario:



 


TABLE
NO. 3


 


	TEST PARAMETER	 	VALUE OF THE 

PARAMETER	 	TEST STANDARD
	Sediment and water or particles	 	Not to exceed 0.5% on volume	 	
        Sediments – ASTM D473

        Water – Karl Fisher

	API at 60°F	 	Greater than 18 degrees API but less than 50 degrees API	 	D1298
	Viscosity at the reference Temperature	 	Not to exceed 300 cSt at 30°C	 	ASTM D445 or D446
	Vapor Pressure	 	
        Not to exceed 11 lb/square inch.

        Reid Vapour Pressure
	 	ASTM D323
	Receipt Temperature	 	Not to exceed 120°F	 	 
	Salt Content	 	Not to exceed 20 PTB	 	ASTM D 3230
	Pour Point	 	Nor to be greater than 12°C	 	ASTM D 93
	Sulphur	 	Less than or equal to 2%	 	
        ASTM D4294

        Fluorescence Spectrometry



 


The above, without prejudice
that the Operator, through its quality analysis, verifies parameters such as metals, TAN, among others. Based on these tests, Bicentenario
shall notify the Shipper of the actions that are to be taken in order to prevent impacts on the operations of the system or affectations
to the quality of other Crudes.


 




    	 



    	 



    

 


	
        Versión para
        Firma

        Anejo J

        Calidad y Especificaciones
        del Crudo a Transportar
	


 


Bicentenario, on the basis
of its present or future facilities, shall exercise its best efforts to permit the entry of the Shipper’s heavier Crudes
with specifications that are less than 18° API and/or greater than 300 cSt. The costs associated with the operations of dilution
or of the necessary infrastructure to bring the Crude to the specifications agreed to in Table No. 3 and that permit its transport
through the Pipeline shall be for the account of the Shipper.


 


		3.	Bicentenario may opt to receive and transport the Shipper’s
heavier Crude volumes or to accept to transport segregated crudes, other than those indicated in Table 2 and Table 3 above, provided
that it is technically and economically feasible.



 


If said operation is technically
and economically feasible, Bicentenario shall submit it for the approval of the Bicentenario Board of Directors, together with
the scheme for the acknowledgement of the costs associated for the infrastructure and the operation proposed, which in all cases
shall be for the account of the interested Shipper.