UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the month of January, 2024
Commission File Number 001-34175
ECOPETROL
S.A.
(Translation of registrant’s name into English)
Carrera 13
No. 36 – 24
BOGOTA –
COLOMBIA
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(Address of principal executive offices) |
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Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ¨ No x
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes ¨ No x
"Ecopetrol S.A. hereby designates this report on Form 6-K
as being incorporated by reference into its registration statement on Form F-3, as filed with the SEC on May 28, 2021 (File
No. 333-256623)."
Exhibits
Exhibit 5.1 - Opinion of Shearman & Sterling LLP, special New York counsel to the Company, regarding the validity of the securities.
Exhibit 5.2 - Opinion of Brigard & Urrutia Abogados S.A.S., special Colombian counsel to the Company, regarding the validity of the securities.
Exhibit 23.1 - Consent of Shearman & Sterling LLP (included in Exhibit 5.1 above).
Exhibit 23.2 - Consent of Brigard & Urrutia Abogados S.A.S. (included in Exhibit 5.2 above).
Exhibit 99.1 – Form of US$1,850,000,000 8.375% Notes due 2036.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Ecopetrol S.A. |
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By: |
/s/
Ricardo Roa Barragán |
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Name: |
Ricardo Roa Barragán |
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Title: |
Legal Representative |
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| Date: January 18, 2024 |
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Exhibit 5.1
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000
January 19, 2024
Ecopetrol S.A.
Carrera 13 No. 36-24
Bogota, Republic of Colombia
Ecopetrol S.A.
US$1,850,000,000
8.375% Notes due 2036
Ladies and Gentlemen:
We have acted as counsel to Ecopetrol S.A., a Colombian mixed economy
company (the “Company”), in connection with the purchase of US$1,850,000,000 aggregate principal amount of the Company’s
8.375% Notes due 2036 (the “Notes”), pursuant to the Underwriting Agreement, dated January 9, 2024 (the “Underwriting
Agreement”), among the Company and BBVA Securities Inc., BofA Securities, Inc., and Citigroup Global Markets Inc. The
Notes will be issued pursuant to an Indenture, dated as of July 23, 2009, between the Company and The Bank of New York Mellon, as
trustee (the “Trustee”), as amended and supplemented by Amendment No. 1 to the Indenture, dated as of June 26,
2015 (the “Indenture”).
In that connection, we have reviewed originals or copies of the following
documents:
| (a) | The Underwriting Agreement; |
| (c) | The Notes in global form as executed by the Company. |
The documents described in the foregoing clauses (a) through
(c) are collectively referred to herein as the “Opinion Documents”.
We have also reviewed such other records of the Company, certificates
of public officials and officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinion
expressed below.
In our review of the Opinion Documents and other documents, we have
assumed:
(a) The
genuineness of all signatures.
(b) The
authenticity of the originals of the documents submitted to us.
(c) The
conformity to authentic originals of any documents submitted to us as copies.
SHEARMAN.COM
Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.
(d) As
to matters of fact, the truthfulness of the representations made in the Underwriting Agreement and the other Opinion Documents and in
certificates of public officials and officers of the Company.
(e) That
each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against
each such party in accordance with its terms.
(f) That:
(i) The
Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii) The
Company has power and authority (corporate or otherwise) to execute, deliver and perform, and has duly authorized, executed and delivered
(except to the extent Generally Applicable Law (as defined below) is applicable to such execution and delivery), the Opinion Documents
to which it is a party.
(iii) The
execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will not:
(A) contravene
its estatutos or other organizational documents; or
(B) except
with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it.
(g) That
the execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will not result in
any conflict with or breach of any agreement or document binding on it (other than the documents specified in Schedule A).
(h) That,
except with respect to Generally Applicable Law, no authorization, approval, consent or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by
the Company of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing
is required, it has been duly obtained, taken, given or made and is in full force and effect.
We have not independently established the validity of the foregoing
assumptions.
“Generally Applicable Law” means the federal law
of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated
thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize
as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the
generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include
any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law,
rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates
due to the specific assets or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Notes have been duly executed by the
Company to the extent such execution is a matter of New York law and, when authenticated by the Trustee in accordance with the Indenture
and delivered and paid for as provided in the Underwriting Agreement, the Notes will be the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
Our opinion expressed above is subject to the following qualifications:
Our opinion above is subject to (i) the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including
without limitation all laws relating to fraudulent transfers) and (ii) possible judicial action giving effect to governmental actions
or foreign laws affecting creditors’ rights.
Our opinion above is also subject to the effect
of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether considered in a proceeding in equity or at law).
Our opinion is limited to Generally Applicable
Law and we do not express any opinion herein concerning any other law.
This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may
occur after the date of this opinion letter and which might affect the opinions expressed herein.
We hereby consent to the filing of this opinion letter as an exhibit
to the Current Report on Form 6-K dated the date hereof filed by the Company with the Securities and Exchange Commission (the “Commission”)
and incorporated by reference into the automatic shelf registration statement on Form F-3ASR (File No. 333- 256623) filed by
the Company under the Securities Act of 1933, as amended (the “Securities Act”), with the Commission on May 28,
2021 (such registration statement as so amended at the time of effectiveness, including the information deemed to be part thereof at
the time of effectiveness pursuant to Rule 430B under the Securities Act, and the documents incorporated by reference therein, hereinafter
referred to as the “Registration Statement”) to effect the registration of the Notes under the Securities Act, and
to the use of our name under the heading “Legal Matters” in the prospectus constituting a part of such Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the Commission promulgated thereunder.
Very truly yours,
/s/
Shearman & Sterling
AAG/GGR/MGA
AES
Exhibit 5.2
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BRIGARD &
URRUTIA ABOGADOS S.A.S.
NIT. 800.134.536-3 |
January 19, 2024
Ecopetrol S.A.
Carrera 13 No. 36-24
Bogotá, D.C., Colombia
As Representatives of the Issuer
Ladies and Gentlemen,
We have acted as special
Colombian counsel to Ecopetrol S.A., a mixed economy company (sociedad de economía mixta) organized as a stock corporation
(sociedad anónima) under the laws of the Republic of Colombia (“Colombia”) (the “Issuer”),
in connection with the Issuer’s offering U.S.$1,850,000,000 aggregate principal amount of the Issuer’s 8.375%% Notes due
2036 (the “Securities”) pursuant to the Underwriting Agreement dated as of January 9, 2024 (the “Underwriting
Agreement”) between the Underwriters and yourselves. The Securities will be issued pursuant to the Indenture (as defined herein).
All capitalized terms not defined herein have such definitions as are specified in the Underwriting Agreement and the Indenture (together,
the “Agreements”).
We have considered the laws
of Colombia, including its Constitution and the relevant decrees, treaties, rules, regulations and codes, as of the date hereof, and
have examined such documents and instruments as we have deemed necessary to give this opinion, including the following:
| a. | The Underwriting Agreement; |
| b. | The indenture dated as of July 23,
2009 (the “Indenture”), between the Issuer and the Bank of New York Mellon
(the "Trustee"). The Indenture was amended by Amendment No. 1 to the
Indenture, dated as of June 26, 2015, between the Issuer and the Trustee (“Amendment
No. 1”); |
| c. | The form of the Securities to be executed
on behalf of the Issuer; |
| d. | The officer’s certificate dated
January 19, 2024 delivered by the Issuer to the Trustee pursuant to Section 301
of the Indenture; |
| e. | A copy of the certificate of incorporation
and legal representation of the Issuer as of January 17, 2024, issued by the Chamber
of Commerce of Bogotá; |
| f. | A copy of the Issuer’s bylaws in
effect as of the date provided to us by the Issuer; and |
| g. | Copies of all relevant provisions of
Colombian laws, decrees, directives and other governmental acts pertaining to the authorization
of the issuance and sale of the Securities, including: |
1. The
Issuer’s board of directors’ secretary’s certificate concerning meeting dated December 15, 2023 authorizing the
issuance and offering of the Securities;
2. The
authorization granted by the MHCP pursuant to Resolution 0032 dated January 5, 2024 relating to the issuance and sale of the Securities
and the execution and performance of the documents required to consummate the transaction;
3. The
registration of the public external indebtedness before the Colombian Central Bank (Banco de la República) by filing the
relevant “International Indebtedness granted to Residents Form (Informe de Crédito Externo Otorgado a Residentes)
provided by the intermediary of the foreign exchange market used in such registration, resulting from the issuance of the Securities
under the Indenture and the Securities; and
4. Evidence
of the publication of the Underwriting Agreement in the Sistema Electrónico para la Contratación Pública –
SECOP.
In providing this opinion,
we have made the following assumptions: (a) the authenticity and genuineness of all signatures; (b) that all documents submitted
to us as copy or specimen documents conform to their originals; (c) the authenticity and completeness of the original documents
from which such copies were made (d) that all documents submitted to us have not been amended or affected by any subsequent action
not disclosed or known to us; (e) that each of the parties to the Underwriting Agreement, the Indenture and the Securities (collectively,
the "Transaction Documents"), other than the Issuer, has the corporate power and authority to enter into and perform
each of the Transaction Documents, and that the Transaction Documents have been duly authorized, executed, and delivered by each of such
parties other than the Issuer.
We have relied, as to factual
matters, on representations, statements and warranties contained in the Underwriting Agreement and in the documents we have examined.
Also, we have examined such corporate records, certificates and other documents, and such questions of law, as we considered necessary
or appropriate for the purposes of this opinion. The opinions herein are limited in all respects to the laws of Colombia as they stand
at the date hereof and as they are currently interpreted. We do not express any opinion on the laws of any jurisdiction other than Colombia.
Based on the foregoing and
upon such investigation, as we have deemed necessary, we are of the opinion that:
1. The Issuer
is a mixed economy company (sociedad de economía mixta) duly organized, validly existing and in good standing under the
laws of Colombia and has the necessary corporate power and capacity to own its property and assets and to carry on its business under
the laws of Colombia.
2. The
execution, delivery and performance by the Issuer of its obligations under the Agreements and the Securities have been duly authorized
by all necessary action on its part and by all necessary constitutional, legislative, executive, administrative and other governmental
action.
3. The
Securities have been duly authorized, executed, issued and delivered by the Issuer in accordance with the Indenture and, assuming due
authentication and delivery by the Trustee (and assuming that the Securities constitute valid and legally binding obligations under the
laws of the State of New York, and are issued and delivered against payment of the purchase price therefor), the Securities will constitute
valid and legally binding obligations of the Issuer, enforceable in accordance with their respective terms, except as the enforcement
thereof may be limited by exequatur requirements for the recognition of foreign judgments in Colombia, specific regulations applicable
to state owned companies, Colombian public policy laws, bankruptcy, insolvency, moratorium (including, without limitation, all laws relating
to fraudulent transfers) or other similar laws relating to or affecting enforcement of creditor's rights generally, or by general principles
of equity, and will be entitled to the benefits of the Indenture.
Our opinion is subject to
the assumptions, qualifications, exceptions and limitations indicated elsewhere herein. It is also limited to the matters expressly set
forth herein, and no opinion is implied or may be inferred beyond the matters expressly so stated.
This opinion letter speaks
only as of the date hereof and is limited to the matters stated herein and does not extend to, and is not to be read as extending by
implication to, any other matter in connection with the transaction to which it is related. We expressly disclaim any responsibility
to advise you of any development or circumstance of any kind, including any change of law or fact, which may occur after the date of
this opinion letter than might affect the opinions expressed herein. We are qualified to practice law in Colombia, and we express no
opinion herein as to any laws of any jurisdiction other than the laws of Colombia. We are furnishing this letter to you solely for your
benefit in connection with the offering of the Securities. This opinion is solely for your benefit and may not be relied upon in any
manner or any purpose by any other person.
We
hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K dated the date hereof filed by the
Issuer and incorporated by reference into the Registration Statement on Form F-3 dated May 28, 2021 (File No. 333-256623)
filed by the Issuer to effect the registration of the Securities under the Securities Act of 1933, as amended (the “Securities
Act”) and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part of such
Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
BRIGARD & URRUTIA ABOGADOS S.A.S.
Exhibit 99.1
FACE OF NOTE
UNLESS THIS REGISTERED NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC OR SUCH OTHER REPRESENTATIVE OF DTC OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.
[FACE OF NOTE]
Ecopetrol S.A.
8.375% Notes due 2036
CUSIP 279158 AV1
ISIN US279158AV11
US$[•]
No. [•]
Ecopetrol S.A., a mixed-economy
company (sociedad de economía mixta) organized under the laws of the Republic of Colombia (the “Company,”
which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede &
Co., or its registered assigns, the principal sum of US$[•] on January 19, 2036.
Interest Payment Dates: January 19
and July 19 of each year, commencing on July 19, 2024.
Regular Record Dates: January 4
and July 4 of each year.
Reference is hereby made to
the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
Note to be signed manually or by facsimile by its duly authorized officer.
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Ecopetrol
S.A. |
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By: |
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Name: |
Ricardo
Roa Barragán |
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Title: |
Legal
Representative |
Trustee’s Certificate of Authentication
This is one of the 8.375% Notes due 2036 described in the within-mentioned
Indenture.
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The Bank
of New York Mellon, as Trustee |
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By: |
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Name: |
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Title: |
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[REVERSE SIDE OF NOTE]
Ecopetrol S.A.
8.375% Notes due 2036 (the “Notes”)
| 1. | Principal and Interest. |
The Company will pay the principal
of this Note on January 19, 2036.
The Company promises to pay
interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above.
Interest will be payable semiannually
on each Interest Payment Date, commencing July 19, 2024.
Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 19, 2024; provided
that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred
to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
In the case of amounts not
paid by the Company under this Note, interest will continue to accrue on such amounts, to the extent permitted by applicable law, at
a default rate equal to 1.0% in excess of the interest rate on this Note, from and including the date when such amounts were due and
owing and through and including the date of payment of such amounts by the Company.
The Company will pay principal
as provided above and interest (except defaulted interest) on the principal amount of the Notes as provided above on each January 19
and July 19 to the persons who are Holders (as reflected in the Note Register at the close of business on January 4 and July 4
immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration
of exchange after such record date; provided that, with respect to the payment of principal, the Company will not make payment
to the Holder unless this Note is surrendered to a Paying Agent.
The Company will pay principal,
premium, if any, and, as provided above, interest (and Additional Amounts, if any) in money of the United States that at the time of
payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any, and interest
by its check payable in such money. It may mail an interest check to a Holder’s registered address (as reflected in the Note Register).
If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding
day that is a Business Day and no interest shall accrue for the intervening period.
| 3. | Paying Agent and Security Registrar. |
Initially, the Trustee will
act as Authenticating Agent, Paying Agent in New York and Security Registrar. The Company may appoint or change any Authenticating Agent,
Paying Agent or Security Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent,
Security Registrar or co-Security Registrar.
| 4. | Indenture; Limitations. |
The Company issued the Notes
under an Indenture dated as of July 23, 2009, as amended by Amendment No. 1 to the Indenture, dated June 26, 2015 (the
“Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) and
an Officer’s Certificate dated January 19, 2024 (the “Officer’s Certificate”). Capitalized terms
herein are used as defined in the Indenture or the Officer’s Certificate, as applicable, unless otherwise indicated. The terms
of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The
Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such
terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Notes shall prevail.
The Notes are general unsecured
obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued.
Prior to October 19,
2035 (three months prior to the maturity date of the Notes, the “Par Call Date”), the Company will have the right
at its option to redeem any of the Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as
a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Notes
to be redeemed, |
plus, in either case, accrued and unpaid
interest thereon to the redemption date.
On or after the Par Call
Date, the Company may redeem, at its option, the Notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the Notes, as applicable, being redeemed plus accrued and unpaid interest thereon to the applicable
redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”);
or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third business
day preceding the redemption date H. 15 or any successor designation or publication is no longer published, the Company shall calculate
the Treasury Rate based on the rate annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is
closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the
Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security
with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call
Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among
these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the
average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the
Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption
will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10
days but not more than 60 days before the redemption date to each holder of the Notes, to be redeemed.
Notice of any optional redemption
may be, at the Company’s discretion, subject to one or more conditions precedent, including, but not limited to, the completion
of an equity offering or other corporate or financing transactions. In addition, if such optional redemption is subject to satisfaction
of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such optional redemption
may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption
date, or by the redemption date as so delayed.
For so long as the Notes
are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of
the depositary.
Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called
for redemption.
| 6. | Withholding Tax Redemption. |
The
Notes may be redeemed at the Company’s election, in whole but not in part on any date, by the giving of notice as provided under
Section 106 of the Indenture, at a price equal to 100% of the outstanding principal amount thereof, together with any Additional
Amounts and accrued and unpaid interest to the Redemption Date, if, as a result of any change in, or amendment to, laws or treaties (or
any regulation or rulings promulgated thereunder) of Colombia or any political subdivision or taxing authority thereof or therein or
any change in the official application, administration or interpretation of such laws, treaties, regulations or rulings in such jurisdictions,
the Company is or will become obligated to pay any Additional Amounts on the Notes, if such change or amendment is announced and becomes
effective on or after the issuance of the Notes and such obligation cannot be avoided by taking commercially reasonable measures available
to the Company; provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obligated to pay such Additional Amounts.
Notice
of any redemption will be mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to
be redeemed. Prior to the giving of notice of redemption of such Notes pursuant to Section 106 of the Indenture, the Company
will deliver to the Trustee an Officer’s Certificate and a written opinion of recognized Colombian counsel independent of the Company
and its Affiliates to the effect that all governmental approvals necessary for it to effect such redemption have been or at the time
of redemption will be obtained and in full force and effect, and that the Company has or will become obligated to pay such Additional
Amounts as a result of such change, amendment, application, administration or interpretation. On the Redemption Date, interest will cease
to accrue on the Notes that have been redeemed.
If less than all of the Notes
are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee
from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions of the principal amount of the Notes; provided that no Note of U.S.$1,000
in principal amount or less shall be redeemed in part.
The Trustee shall promptly
notify the Company and the Security Registrar (if other than itself) in writing of the Notes selected for redemption and, in the case
of any Notes selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of the Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed
or to be redeemed only in part, to the portion of the principal of such Notes which has been or is to be redeemed.
Notice of any redemption pursuant
to Section 5 hereof will be given in the manner provided in Section 106 of the Indenture, not less than 10 nor more than 60
days prior to the Redemption Date to the Holders of Notes to be redeemed. Failure to give notice by mailing in the manner herein provided
to the Holder of any Note designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other Notes or portion thereof.
Any notice that is mailed to
the Holder of any Notes in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder
receives the notice.
All notices of redemption shall
state:
1. the
Redemption Date,
2. the
Redemption Price,
3. if
less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount)
of the particular Note or Notes to be redeemed,
4. in
case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date,
upon surrender of such Note, the Holder of such Note will receive, without charge, a new Note or Notes of authorized denominations for
the principal amount thereof remaining unredeemed,
5. that,
on the Redemption Date, the Redemption Price shall become due and payable upon each such Note or portion thereof to be redeemed, and,
if applicable, that interest thereon shall cease to accrue on and after said date,
6. the
place or places where such Notes are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto, and
7. the
CUSIP number or the Euroclear or the Clearstream Luxembourg reference numbers of such Notes, if any (or any other numbers used by a Depository
to identify such Notes).
A notice of redemption published
as contemplated by Section 106 of the Indenture need not identify particular Notes to be redeemed.
Notice of redemption of Notes
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company.
| 9. | Repurchase of Securities upon a Change of Control Repurchase Event. |
The Company must commence,
within 30 days of the occurrence of a Change of Control Repurchase Event, and consummate an Offer to Purchase for all Notes then Outstanding,
at a purchase price equal to 101% of the principal amount of the Notes on the date of repurchase, plus accrued interest (if any) to the
date of purchase. The Company is not required to make an Offer to Purchase following a Change of Control Repurchase Event if a third
party makes an Offer to Purchase that would be in compliance with the provisions described in this section if it were made by the Company
and such third party purchases (for the consideration referred to in the immediately preceding sentence) the Notes validly tendered and
not withdrawn prior to the mailing of the notice to Holders commencing such Offer to Purchase, but in any event within 30 days following
any Change of Control Repurchase Event, the Company, covenants to (i) repay in full all Indebtedness of the Company that would prohibit
the repurchase of the Notes pursuant to such Offer to Purchase or (ii) obtain any requisite consents under instruments governing
any such Indebtedness of the Company to permit the repurchase of the Notes. The Company shall first comply with the covenant in the preceding
sentence before it shall be required to repurchase Notes pursuant to this Section 9.
The Company shall comply, to
the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and other applicable securities laws or regulations
in connection with making an Offer to Purchase upon the occurrence of a Change of Control Repurchase Event. To the extent that the provisions
of any applicable securities laws or regulations conflict with provisions of this Section 9, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached the Company’s obligations under this Section 9 by
virtue of the Company’s compliance with such securities laws or regulations.
| 10. | Denominations; Transfer; Exchange. |
The Notes are in registered
form without coupons in minimum denominations of US$1,000 of principal amount and multiples of US$1,000 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Security Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not
register the transfer or exchange of any Notes for a period of 15 days before a selection of Notes to be redeemed is made.
| 11. | Persons Deemed Owners. |
A Holder shall be treated as
the owner of a Note for all purposes.
If money for the payment of
principal, premium, if any, or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.
| 13. | Discharge Prior to Redemption or Maturity. |
The Company’s obligations
pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of U.S. Dollars or Government Securities
sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.
| 14. | Amendment; Supplement; Waiver. |
Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount
of the Notes then Outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders
of at least a majority in principal amount of the Notes then Outstanding. Without notice to or the consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make
any change that does not materially and adversely affect the rights of any Holder.
| 15. | Restrictive Covenants. |
The Indenture imposes certain
limitations on the ability of the Company and its Material Subsidiaries, among other things, to create, incur or assume Liens (except
for Permitted Liens), or, with respect to the Company, to consolidate with or merge into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets and the properties and assets of its Subsidiaries (taken as a whole) as an
entirety to, any entity or entities except under certain circumstances. Within 120 days after the end of each fiscal year, the Company
must report to the Trustee on compliance with such limitations.
When a successor person or
other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released
from those obligations.
| 17. | Defaults and Remedies. |
“Event of Default”
means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(1) default
in the payment of any interest on any Note, or any Additional Amounts payable with respect thereto, when the interest becomes or the
Additional Amounts become due and payable, and continuance of the default for a period of 30 days;
(2) default
in the payment of the principal of or any premium on any Note, or any Additional Amounts payable with respect thereto, when the principal
or premium becomes or the Additional Amounts become due and payable at their maturity, upon redemption or otherwise, and continuance
of the default for a period of 7 days;
(3) default
in the performance, or breach, of any covenant or warranty of the Company in the Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in
the Indenture solely for the benefit of a series of notes other than this series of Notes) or the Notes and continuance of the default
or breach for a period of 60 days (inclusive of any cure period contained in any such covenant or other term for compliance thereunder)
after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Notes, a written notice specifying the default or breach and requiring it to be
remedied and stating that the notice is a notice of default under Section 603 of the Indenture;
(4) any
event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured
or evidenced, any External Indebtedness of the Company, other than the Notes, or any Material Subsidiary of the Company, whether the
External Indebtedness now exists or shall hereafter be created, shall occur and shall result in such External Indebtedness in aggregate
principal amount (or, if applicable, with an issue price and accreted original issue discount) in excess of US$100.0 million (or its
equivalent in another currency) becoming or being declared due and payable prior to the date on which it would otherwise become due and
payable;
(5) the
entry by a court having competent jurisdiction of one or more final and non-appealable judgments or final decrees against the Company
or a Material Subsidiary involving in the aggregate a liability (not paid or fully covered by insurance) of 1% of Consolidated Net Tangible
Assets (or its equivalent in another currency) or more, and all such judgments or decrees have not been vacated, discharged or stayed
within 180 days after the date set for payment;
(6) the
Company admits that it is generally unable to pay its debts as they become due or passes a resolution to dissolve;
(7) the
entry by a court having competent jurisdiction of:
(a) a
decree or order for relief in respect of the Company in an involuntary proceeding under Bankruptcy Law, which decree or order shall remain
unstayed and in effect for a period of 180 consecutive days;
(b) a
decree or order in an involuntary proceeding under Bankruptcy Law adjudging the Company to be insolvent, or approving a petition seeking
a similar relief under Bankruptcy Law in respect of the Company, which decree or order shall remain unstayed and in effect for a period
of 180 consecutive days; or
(c) a
final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company
or of any substantial part of the property of the Company or ordering the winding up or liquidation of the affairs of the Company; and
(8) the
commencement by the Company of a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency or other similar law or to the commencement of any insolvency proceedings against
it, or the filing by the Company of a petition or answer or consent seeking relief under any applicable bankruptcy, insolvency or other
similar law, or the consent by the Company to the filing of the petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of the Company or any substantial part of the property of the Company or
the making by the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance
of any such action.
If an Event of Default with
respect to the Notes at the time Outstanding (other than an Event of Default specified in clause (7) or (8) of this Section 17)
occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare
the principal of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any declaration the principal or such lesser amount shall become immediately due and payable. If an Event of
Default specified in clause (7) or (8) of this Section 17 occurs, all unpaid principal of and accrued interest on
the Outstanding Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder of any Note.
At
any time after a declaration of acceleration or automatic acceleration with respect to the Notes has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee, the Holders of not less than a majority in principal amount
of the outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul the declaration and its consequences
if:
1. the
Company has paid or deposited with the Trustee a sum of money sufficient to pay (1) all overdue installments of interest on the
notes and any Additional Amounts payable with respect thereto and (2) all fees and expenses incurred by the Trustee in accordance
with the Indenture in connection with the Event of Default that gave rise to the acceleration by the Holders and the principal and any
premium on the notes which have become due otherwise than by the declaration of acceleration and interest thereon; and
2. all
Events of Default with respect to the Notes, other than the nonpayment of the principal of, any premium and interest on, and any Additional
Amounts with respect to the Notes which shall have become due solely by the acceleration, shall have been cured or waived.
No rescission granted shall
affect any subsequent default or Event of Default or impair any right consequent thereon.
All payments to be made in
respect of the Notes will be made free and clear of, and without deduction or withholding for or on account of, any taxes imposed or
levied by or on behalf of Colombia or any political subdivision or authority of or in such jurisdiction having the power to tax (“Taxes”,
and such jurisdictions, “Taxing Jurisdiction”), except to the extent such Taxes are imposed by applicable law. In
the event that any Taxes are required by applicable law to be deducted or withheld from any payment required to be made in respect of
the Notes or otherwise under the Indenture, then the amount of such payment shall be increased by an amount as may be necessary such
that such payment is made, after withholding or deduction for or on account of such Taxes, in an amount equal to the amount that would
have been received by the applicable recipient(s) in respect of such payment had no such Taxes (including any Taxes payable in respect
of such Additional Amounts) been required to be so deducted or withheld (any such amounts, “Additional Amounts”).
Furthermore, the amount of
any Taxes required to be withheld or deducted from any payment made in respect of the Notes or otherwise under the indenture shall be
withheld or deducted from such payment (as increased by any Additional Amounts) and paid to the Taxing Jurisdiction imposing such Taxes
in accordance with applicable law.
Notwithstanding the preceding
sentences, no such Additional Amounts will be payable in respect of:
(i). any
Tax assessed or imposed by any Taxing Jurisdiction to the extent that such Tax would not have been assessed or imposed but for the applicable
recipient or beneficial owner of such payment having a present or former connection with the Taxing Jurisdiction (including, without
limitation, such holder being or having been a citizen or resident thereof or having been engaged in a trade or business or present therein
or having, or having had, a permanent establishment therein), other than solely by reason of the applicable recipient’s participation
in the transactions effected by the Indenture and the receipt of payments thereunder (including under the Notes);
(ii). any
estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar Tax imposed with respect to such payment;
(iii). any
such Taxes that would not have been imposed but for the failure of the applicable recipient or beneficial owner of such payment to comply
with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance
is required by applicable law or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding
of, such Taxes and (b) at least 30 days before the first payment date with respect to which the obligor with respect to a payment
shall apply this clause (iii), such obligor shall have notified such recipient in writing that such recipient will be required to comply
with such requirement;
(iv). any
Tax imposed as a result of any note being presented for payment (where presentation is required) more than 15 days after the relevant
payment is first made available for payment to the applicable recipient (except to the extent that such recipient would have been entitled
to Additional Amounts had the note been presented during such 15-day period);
(v). any
Tax payable other than by withholding or deduction from payments of principal or of interest on the note;
(vi). any
Tax imposed on or in respect of a payment to or on behalf of a holder or beneficial owner who would have been able to avoid such Tax
in a commercially reasonable manner by presenting the relevant note to any other paying agent;
(vii). any
Tax imposed on or in respect of any note pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), any successor law or regulation implementing or complying with, or introduced in order to conform to, such
sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; or
(viii). any
combination of the circumstances described in clauses (i) through (vii);
nor will any Additional Amounts be paid with
respect to any payment to a recipient who is a fiduciary, partnership, limited liability company or any Person other than the sole beneficial
owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited
liability company or a beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member
or beneficial owner been in the place of such recipient.
The Company shall provide
the trustee upon its request with documentation reasonably satisfactory to it evidencing the payment of Taxes in respect of which the
Company has paid any Additional Amounts. Copies of such documentation will be made available to the applicable recipients upon written
request therefor to the trustee.
The obligation to pay Additional
Amounts will survive the repayment of the Notes and the sale or transfer of the Notes (or beneficial interests therein) by any investor.
In addition, the Company shall
pay any and all other Taxes (“Other Taxes”) imposed by the relevant taxing authority imposing such Other Taxes in
accordance with applicable law, excluding any such Other Taxes imposed by any jurisdiction outside of Colombia. As used herein, Other
Taxes shall mean any and all stamp, documentary or similar taxes, or any other excise or similar levies that arise on account of any
payment to be made under any Note or from the execution, delivery, registration, recording or enforcement of the Notes and the Indenture
(other than any Taxes paid in accordance with the first paragraph of “—Additional Amounts”).
| 19. | Governing Law; Submission to Jurisdiction; Appointment of CSC; Sovereign
Immunity Waiver. |
The Indenture and this Note
shall be governed by and construed in accordance with the laws of the State of New York except that the laws of Colombia will govern
all matters relating to authorization and execution of the Indenture and this Note by the Company.
Each of the Trustee and the
Company irrevocably consents and agrees, to the fullest extent permitted by applicable law, that any legal action, suit or proceeding
against it with respect to its obligations, liabilities or any other matter arising out of or based on the Indenture and this Note may
be brought in any United States federal or state court in the State of New York, County of New York.
The Company designates, appoints,
and empowers Corporation Service Company with offices currently at 1133 Avenue of the Americas, Suite 3100, New York, New York 10036,
as its designee, appointee and agent to receive and accept for and on its behalf, and its properties, assets and revenues, service of
any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against any of
the Company in any such United States federal or state court with respect to its obligations, liabilities or any other matter arising
out of or in connection with the Indenture and this Note and that may be made on such designee, appointee and agent in accordance with
legal procedures prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available
to act as such, the Company agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the
purposes under Section 113 of the Indenture reasonably satisfactory to the Trustee. The Company further hereby irrevocably consents
and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against
the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 19 (whether or
not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service).
The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair
or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Each of the parties
irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to
the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture and this
Note brought in the federal courts located in The City of New York or the courts of the State of New York located in The County of New
York and hereby further irrevocably and unconditionally waives and agrees, to the fullest extent permitted by law, not to plead or claim
in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
The Company irrevocably waives,
to the fullest extent permitted by applicable law, any immunity (including sovereign immunity) from suit, action, proceeding or jurisdiction
to which it might otherwise be entitled in any such suit, action or proceeding in any U.S. federal or New York State court in the Borough
of Manhattan, The City of New York, or in any competent court in Colombia; except as provided under (i) Articles 192, 193 and 195
of Law 1437 of 2011 (Código de Procedimiento Administrativo y de lo Contencioso Administrativo), as amended by Article 87
of Law 2080 of 2021; and (ii) Articles 593, 594 and 595 et al of Law 1564 of 2012 (Código General del Proceso), pursuant
to which the revenues, assets and property of the Company located in Colombia are not subject to execution, set-off or attachment; provided,
however, that under the laws of Colombia, any suit, action, proceeding or jurisdiction for the collection of amounts ordered by or arising
from collectable documents will be subject to the rules set forth under Articles 298 and 299 of Law 1437 of 2011 (Código
de Procedimiento Administrativo y de lo Contencioso Administrativo), as amended by Articles 80, 81 and 87 of Law 2080 of 2021. Under
the laws of Colombia, the regulations that govern statutes of limitations and other time limits for any suit, action, proceeding or jurisdiction
may not be waived by the Company. In addition, to the extent that the Company or any of its revenues, assets or properties will be entitled,
in any jurisdiction, to any immunity from setoff, banker’s lien, attachment or any similar right or remedy, and to the extent that
there will be attributed, in any jurisdiction, such an immunity, the Company hereby irrevocably agrees not to claim and irrevocably waives
such immunity to the fullest extent permitted by the laws of such jurisdiction with respect to any claim, suit, action, proceeding, right
or remedy arising out of or in connection with the Indenture and this Note. The Company reserves the right to plead sovereign immunity
under the United States Foreign Sovereign Immunities Act of 1976, as amended, with respect to any action brought against it under the
United States federal securities laws or any state securities laws.
| 20. | Trustee Dealings with Company. |
The Trustee under the Indenture,
in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates as if it were not the Trustee, provided that if the Trustee acquires any conflicting
interest, it must eliminate the conflict upon the occurrence of an Event of Default or else resign.
| 21. | No Recourse Against Others. |
No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or in the Notes or because of the
creation of any Indebtedness represented thereby, shall be had against any shareholder, officer, director, employee or controlling person
of the Company or of any successor thereof.
This Note shall not be valid
until the Trustee or Authenticating Agent signs the certificate of authentication on the other side of this Note.
Customary abbreviations may
be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Ecopetrol S.A., Carrera 13 No. 36-24
Bogota, Colombia, Attention: Investor Relations Officer.
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
Please print or typewrite name and address including zip code of assignee
the within Note and all rights thereunder, hereby irrevocably constituting and appointing
___________________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the premises.
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