Exhibit T3.E1

Credivalores – Crediservicios S.A.

Offer to Exchange any and all of its outstanding 8.875% Senior Notes due 2025 for its newly issued Senior Secured Step-up Notes due 2029

Solicitation of Consents to Proposed Amendments to Related Indenture

Disclosure Statement for Solicitation of Votes on a Prepackaged Plan of Reorganization

The Exchange Offer

We are making an offer (the “Exchange Offer”) to eligible holders (as defined below), upon the terms and subject to the conditions set forth in this offering memorandum and consent solicitation statement (this “Statement”), to exchange all of our outstanding 8.875% Senior Notes due 2025 (the “Old Notes”) for our newly issued Senior Secured Step-up Notes due 2029 (the “New Notes”), for the consideration set forth in the table below.

The Consent Solicitation

In connection with the Exchange Offer, we are soliciting consents (the “Consent Solicitation”), upon the terms and subject to the conditions set forth in this Statement from all Eligible Holders of the Old Notes to the Proposed Amendments to the indenture governing the Old Notes (the “Old Notes Indenture”) that would eliminate the majority of the restrictive covenants and certain events of default (the “Proposed Amendments”), as more fully described under “The Proposed Amendments.” If the Proposed Amendments become operative, all holders who do not validly tender their Old Notes in the Exchange Offer will be bound by the Proposed Amendments even though they did not consent to the Proposed Amendments. By tendering Old Notes for exchange, holders will also be delivering their consent to the Proposed Amendments. Eligible Holders may not tender their Old Notes without consenting to the Proposed Amendments and may not deliver consents to the Proposed Amendments without tendering the related Old Notes. Tendering holders may not withdraw their validly tendered Old Notes without revoking their consents and may not revoke their consents without withdrawing any validly tendered Old Notes. We can provide no assurance that the conditions to the Exchange Offer will be satisfied.

The Plan Solicitation

As described more fully in this Statement, the consummation of the Exchange Offer is conditioned upon, among other things, the valid tender, without subsequent withdrawal, of at least 95% (including any Old Notes which are owned by us or our affiliates) in aggregate principal amount of the outstanding Old Notes on or prior to the Expiration Date (the “Minimum Tender Condition”); provided however that the Proposed Amendments will only be operative if at least a majority (not including any Old Notes which are owned by us or our affiliates) in aggregate amount of the Old Notes is validly tendered and not validly withdrawn on or prior to the Expiration Date. If the Minimum Tender Condition is not satisfied on or before the Expiration Date, we intend to terminate the Exchange Offer; however, we reserve the right to waive the Minimum Tender Condition.

In the event that the Exchange Offer is terminated, but holders of the Old Notes submit votes in favor of the Plan in an amount and number that satisfy the Bankruptcy Threshold (as defined herein), we currently intend to file a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which will commence a chapter 11 case (the “Chapter 11 Case”), and seek prompt confirmation of the Plan in order to accomplish the financial restructuring contemplated by the Exchange Offer. Concurrently with the Exchange Offer and Consent Solicitation, we are commencing the solicitation of votes to approve the Plan (the “Plan Solicitation”). Accordingly, an applicable Ballot and Master Ballot will be provided under separate cover to holders as of the record date that is applicable for voting on the Plan.

Because the Chapter 11 Case has not yet been commenced, this Statement has not been approved by the Bankruptcy Court as containing “adequate information” within the meaning of Section 1125(a) of the Bankruptcy Code. If we file the Chapter 11 Case, we will promptly seek entry of an order from the Bankruptcy Court (a) approving this Statement as having contained “adequate information,” (b) approving the solicitation of votes as having been in compliance with Section 1126(b) of the Bankruptcy Code and (c) confirming the Plan. The Bankruptcy Court may order additional disclosures.

Participating in the Exchange Offer, the Consent Solicitation or the Plan Solicitation involves risks.

See “Risk Factors” beginning on page 26 and on page A-9.

The Exchange Offer and the Consent Solicitation are directed only to holders of the Old Notes who are Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended, (the “Securities Act”)) in compliance with Rule 144A under the Securities Act or to persons other than U.S. Persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) outside the United States. Holders of Old Notes that are eligible to participate in the Exchange Offer and the Consent Solicitation pursuant to the foregoing condition are referred to in this Statement as “Eligible Holders.” Only Eligible Holders are authorized to participate in the Exchange Offer and the Consent Solicitation. The New Notes have not been registered and will not be registered under the Securities Act. Accordingly, we are offering the New Notes only to Eligible Holders. For certain restrictions on transfer of the New Notes, see “Transfer Restrictions.”

Neither this Statement nor the Plan have been filed with or reviewed by the Bankruptcy Court, and the securities to be issued in the Exchange Offer or, if the Exchange Offer is not consummated, on or after the Effective Date will not have been the subject of a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, or any securities regulatory authority of any state under any state securities laws. We are relying on Section 4(a)(2) and Regulation S under the Securities Act, and similar provisions of state securities laws, to exempt from registration under the Securities Act the offer of New Notes to holders of Old Notes before the filing of the Chapter 11 Case, including, without limitation, in connection with the Plan Solicitation.

In order to consummate the Plan, we will rely on Section 1145 of the Bankruptcy Code to exempt the offering, issuance and distribution of the New Notes from the registration requirements of the Securities Act and of any state securities laws. Section 1145 of the Bankruptcy Code exempts from registration the offer or sale of securities of us or a successor to us under a chapter 11 plan, if such securities are offered or sold in exchange for a claim against us, an equity interest in us, or a claim for an administrative expense in the case concerning us.

The Plan has not been approved or disapproved by the SEC or any state securities commission, and neither the SEC nor any state securities commission has passed upon the accuracy or adequacy of the information contained herein. In addition, the New Notes have not been approved or disapproved by the SEC, any state securities commission or any other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Plan or the accuracy or adequacy of this statement. Any representation to the contrary is a criminal offense. This Statement does not constitute an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

The terms and conditions of any offer of securities will be notified to the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia, or “SFC”) for informational purposes only and such notice does not constitute a certification as to the investment quality of the securities, our solvency or the accuracy or completeness of this Statement. The New Notes have not been registered with the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores, or “RNVE”) maintained by the SFC. The New Notes will not be listed on the Colombian Stock Exchange (Bolsa de Valores de Colombia). The New Notes may be offered to persons in Colombia in a private placement. The offering will not be subject to review or authorization by the SFC.

Exclusive Dealer Manager

BCP Securities, Inc.

March 7, 2024

TABLE OF CONTENTS

Annex A – Information about the Company

Annex B – Chapter 11 Plan of Reorganization

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER, THE CONSENT SOLICITATION AND THE

PLAN SOLICITATION

The Exchange Offer and the Consent Solicitation

Eligible Holders that validly tender through the “Automated Tender Offer Program (“ATOP”)” maintained by The Depository Trust Company (“DTC”) and do not validly withdraw Old Notes on or before the Expiration Date will be eligible to receive the exchange consideration of US$ 750 principal amount of the New Notes for each US$1,000 principal amount of Old Notes validly tendered, not validly withdrawn and accepted.

The New Notes will be issued in minimum denominations of US$ 1,000 and integral multiples of US$ 1.00 in excess thereof. An Eligible Holder must tender Old Notes in a principal amount equal to the minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Any holder that tenders less than such amount will not be able to participate in the Exchange Offer and the Consent Solicitation and their exchange will be rejected.

The amount of New Notes to be issued to any holder will be rounded down, if necessary, to the nearest US$ 1.00. No additional cash will be paid in lieu of any principal amount of New Notes not received as a result of rounding down. If the Exchange Offer and Consent Solicitation are successful, the New Notes will be allocated on a per-tender basis with rounding calculated at each “voluntary offering instruction” generated by DTC’s ATOP. Alternatively, if the Exchange Offer and Consent Solicitation are not successful, the New Notes will likely be allocated on a mandatory basis with DTC treated as one holder for rounding purposes.

The acceptance date is expected to be on or promptly following the Expiration Date with respect to Old Notes that are validly tendered and are not validly withdrawn on or before the Expiration Date. The Settlement Date is expected to be within three business days of the Expiration Date.

On the Settlement Date, all Eligible Holders whose Old Notes are validly tendered and not validly withdrawn, and are accepted for exchange will also receive New Notes to capitalize the accrued and unpaid interest in respect of the Old Notes validly tendered and accepted for exchange from (and including) the immediately preceding interest payment date of the Old Notes to (but excluding) February 7, 2024, to the effect that accrued and unpaid interest on the Old Notes validly tendered and accepted for payment will also receive US$0.75 New Notes for each US$1 of accrued and unpaid interest; provided, however, that the amount of accrued and unpaid interest will be rounded down, if necessary, to the nearest US$1.00 and no additional cash will be paid in lieu of any fractional amount. The Exchange Offer is not being made to, and any offers to exchange will not be accepted from, or on behalf of, Eligible Holders of the Old Notes in any jurisdiction in which the making of such offer would not be in compliance with the laws and regulations of such jurisdiction. See “Transfer Restrictions.”

The New Notes have not been, and will not be, registered under the Securities Act. The Exchange Offer and the Consent Solicitation will only be made to QIBs (within the meaning of Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act or to non-US persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. Only Eligible Holders are authorized to participate in the Exchange Offer and the Consent Solicitation. The New Notes to be issued in the Exchange Offer are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. See “Transfer Restrictions.”

Withdrawal Rights

Tenders of Old Notes may be validly withdrawn at any time prior to 5:00 p.m. (New York City time) on April 3, 2024, unless extended by us (such date and time, as it may be extended, the “Withdrawal Date”), but will thereafter be irrevocable, except in certain limited circumstances where we determine additional withdrawal rights are necessary and to the extent required by law.

Conditions to the Exchange Offer and the Consent Solicitation

The Exchange Offer and the Consent Solicitation are subject to certain conditions, as described under “Description of the Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer and the Consent Solicitation,” which may be asserted or waived by us in full or in part in our sole discretion. For example, as more fully described herein, we will only accept Old Notes for exchange if the Minimum Tender Condition has been satisfied.

Although we have no present intention to do so, we expressly reserve the right to amend or terminate, at any time, the Exchange Offer and the Consent Solicitation and not accept for exchange any Old Notes not theretofore accepted for exchange. We may extend the Exchange Offer and the Consent Solicitation from time to time until the conditions are satisfied or waived. We will give you notice of any amendment, termination or extension if required by applicable law.

The New Notes

We would issue a maximum aggregate principal amount of US$ 165.12 million of New Notes in the Exchange Offer, including Capitalized Interest, if all Old Notes are tendered and we do not round down the amount to be issued to any tendering holder. We will pay interest on the New Notes on February 7 and August 7 of each year, beginning on August 7, 2024. The New Notes will mature on February 7, 2029.

We may redeem the New Notes, in whole or in part, at any time at a redemption price of 100% of their principal amount, plus accrued and unpaid interest and Additional Amounts, if any. If a change in control occurs with respect to us, unless we have exercised our option to redeem the notes, each holder of the notes will have the right to require us to repurchase all or any part of that holder’s notes at 101% of the aggregate principal amount of notes repurchased, plus any additional amounts then due and accrued and unpaid interest to, but excluding, the date of repurchase.

The Plan

We are also soliciting from all holders of the Old Notes votes on the Plan, pursuant to which, among other things, the Old Notes would be exchanged for the New Notes. If the Exchange Offer is not consummated, but holders of the Old Notes have submitted votes in an amount and number in favor of the Plan as of the Voting Deadline that satisfy the Bankruptcy Threshold, we reserve the right to commence the Chapter 11 Case for the purpose of seeking confirmation of the Plan from the Bankruptcy Court.

Only holders of the Old Notes as of the Voting Record Date (as defined herein) will be entitled to vote to accept or reject the Plan. Votes received from persons that are not holders as of the Voting Record Date, will not be counted for purposes of determining whether the Bankruptcy Threshold has been satisfied for the class of claims consisting of the Old Notes. That is, they will not be counted as voting to accept or reject the Plan, nor will they be included in the denominator when determining the percentage in amount and fraction of holders that have voted to accept the Plan. The Old Notes are the only class of claims or interests impaired under the Plan and are thus the only class entitled to vote on the Plan. Importantly, the Plan provides for the satisfaction of all trade, customer and other non-funded debt claims in full in the ordinary course of business.

For the Plan to be confirmed by the Bankruptcy Court without invoking the “cram-down” provisions of the Bankruptcy Code, each class of claims or interests that is impaired must vote to accept the Plan. An impaired class of claims is presumed to accept a plan of reorganization if the holders of at least two-thirds in amount and more than one-half in number of the claims in such class who actually cast votes vote to accept the plan. We refer to the foregoing thresholds collectively as the “Bankruptcy Threshold”.

If the Plan is confirmed by the Bankruptcy Court and the Effective Date (as defined in the Plan) occurs, all holders of the Old Notes (including, without limitation, those holders of the Old Notes who do not submit ballots to accept or reject the Plan) will be bound by the terms of the Plan and the transactions contemplated thereby. For a description of the Plan and the procedures for submitting ballots (each, a “Ballot” and, collectively, the “Ballots”) to vote to accept or reject the Plan, see the section titled “Description of the Plan.”

For the avoidance of doubt, with regards to the Plan Solicitation, in the event of a discrepancy between this Statement and the Plan, the terms of the Plan shall control.

The statements contained in this Statement are made as of the date hereof, and neither the delivery of this Statement nor any supplement will, under any circumstance, create any implication that the information contained herein is correct at any time subsequent to the date hereof. Any estimates of claims and interests set forth in this Statement may vary from the amounts of claims or interests ultimately allowed by the Bankruptcy Court. The summaries of the Plan and the other documents contained in this Statement are qualified in their entirety by reference to the Plan itself, the exhibits thereto and all documents described herein. The information contained in this Statement, including, but not limited to, the information regarding the history, businesses and operations of the Debtor, the historical and projected financial information of the Debtor (including the projected results of operations of Reorganized Credivalores) and the liquidation analysis relating to the Debtor is included solely for purposes of soliciting acceptances of the Plan. Such information, including projected financial information and valuation of Reorganized Credivalores, is not to be construed as admissions or stipulations but rather as statements made in settlement negotiations.

NOTICE TO HOLDERS

Credivalores – Crediservicios S.A. is a stock corporation (sociedad anónima) organized under the laws of the Republic of Colombia (“Colombia”). Unless otherwise indicated or except as the context otherwise may require, references in this Statement to the “Company,” “Credivalores,” “we,” “us” or “our” are to Credivalores – Crediservicios S.A. You should read this entire Statement carefully before you decide whether to tender your Old Notes in the Exchange Offer. You should rely only on the information contained in this Statement. We have not, and the Dealer Manager has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Dealer Manager is not, making an offer to sell, or seeking offers to buy, the New Notes in any jurisdiction where the offer or sale is not permitted. This Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any New Notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should assume that the information contained in this Statement is accurate only as of the date on the front cover of this Statement. Our business, financial condition, results of operations and prospects may have changed since that date.

This Statement has been prepared by us solely for use in connection with the Exchange Offer, the Consent Solicitation and the Plan Solicitation. Its use for any other purpose is not authorized. Distribution of this Statement to any person other than Eligible Holders and any person retained to advise any Eligible Holder with respect to its participation in the Exchange Offer and Consent Solicitation is unauthorized, and any disclosure of any of its contents, without the Company’s prior written consent, is prohibited. Each prospective participant in the Exchange Offer and Consent Solicitation, by accepting delivery of this Statement, agrees to the foregoing and to make no copies or reproductions of this Statement or any documents referred to herein in whole or in part (other than publicly available documents). We reserve the right to reject any tender offer for any reason.

This Statement is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire any of the New Notes. Each person receiving this Statement represents that such person’s investment decision is based solely on this Statement and that such person is not relying on any other information it may have received from us except as acknowledged below. Each recipient, by accepting delivery of this Statement, agrees to the foregoing and, if the offeree is not eligible to participate in the Exchange Offer and Consent Solicitation, to return this Statement and all such documents delivered herewith to: the Exchange Agent and Information Agent and/or the Dealer Manager at the addresses set forth on the back cover of this Statement.

Neither the SEC, any state securities commission nor any other regulatory authority, has approved or disapproved the New Notes; nor have any of the foregoing authorities passed upon or endorsed the merits of the Exchange Offer and the Consent Solicitation or the accuracy or adequacy of this Statement. Any representation to the contrary could be a criminal offense in certain jurisdictions.

You must:

You acknowledge that:

In making an investment decision, you must rely on your own examination of us and the terms of this Exchange Offer and the Consent Solicitation, including the merits and risks involved.

We are responsible for ensuring that the information contained in this Statement is true and correct in all material respects and is not misleading in any material respect as of the date of this Statement, and that there has been no omission of information which, in the context of the Exchange Offer and the Consent Solicitation, would make any statement of material fact herein misleading in any material respect, in light of the circumstances existing as of the date of this Statement. We accept responsibility accordingly.

The Dealer Manager is not making any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Statement. The Dealer Manager assumes no responsibility for the accuracy or completeness of any such information. You should not rely upon the information contained in this Statement, as a promise or representation, whether as to the past or the future.

None of us, the Dealer Manager, the Exchange Agent and Information Agent nor any of our and their respective representatives, is making any representation to you regarding the legality of an investment in the New Notes. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment in the New Notes. You must comply with all laws applicable in any place in which you buy, offer or sell the New Notes or possess or distribute this Statement, and you must obtain all applicable consents and approvals. Neither the Company nor the Dealer Manager shall have any responsibility for any of the foregoing legal requirements.

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

We are a stock corporation (sociedad anónima) organized under Colombian law. All or a substantial part of our assets and operations are located, and all or a substantial part of our revenues are derived from sources, outside the United States. Certain of our directors and all or substantially all of our officers named herein reside outside of the United States and all or a significant portion of the assets of these persons and of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or upon us, or to enforce against them or against us, judgments obtained in U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws or otherwise.

The Colombian Supreme Court will determine whether to recognize a U.S. judgment predicated on U.S. securities laws through a procedural system known under Colombian law as “exequatur.” Enforcement of U.S. judgments may require a separate court procedure in Colombia.

The Colombian Supreme Court will recognize a foreign judgment, without reconsideration of the merits, only if the judgment satisfies the requirements set forth in Articles 605, 606 and 607 of the General Code of Procedure, Law 1564 of 2012 (Código General del Proceso or “GCP”), provided that the parties affected by the judgment were summoned in the exequatur proceeding in accordance with applicable rules.

Reciprocity may be either diplomatic (i.e., if there is a treaty with the State in which the decision was issued) or legislative or de facto (i.e., if no treaty is applicable, then the Court will examine whether there is a legal provision in the country where the decision was rendered that provides for the possibility of accepting and respecting decisions rendered by Colombian judges, or if the recognition of Colombian judgments emerges from standards set forth via jurisprudence). Legal reciprocity can be proved with affidavits of declarations from lawyers of the jurisdiction where the judgment was rendered. Usually, the Supreme Court will first consider whether diplomatic reciprocity exists and in the absence of such form of reciprocity, it will evaluate the existence of legal reciprocity or treaties in which the signatory parties are the states involved in the dispute. Hence, reciprocity can be demonstrated either through the existence of an applicable treaty with a foreign country or through proof that similar judgments rendered in Colombia would be enforced in said country, in accordance to its domestic laws. Once the Supreme Court has determined that reciprocity requirement is met then it will turn to analyze the requirements set forth in article 606 of the GCP. This Article provides that in order for the exequatur to be granted in Colombia, plaintiffs must provide evidence that the foreign decision at issue meets the following requirements:

Failure to satisfy any of the requirements set forth above would result in the exequatur claim being dismissed without prejudice.

Proceedings for enforcement of a money judgment by attachment or execution against any assets or property located in Colombia would be within the exclusive jurisdiction of Colombian courts, under the assumption that the Colombian Supreme Court has granted exequatur upon the foreign judgment. In the course of an exequatur procedure, both the plaintiff and the defendant are afforded the opportunity to request that evidence be collected in connection with the requirements listed above. In addition, before the judgment is rendered, each party may file final allegations in support of its position. Notwithstanding, the GCP does not provide for a re-examination or re-litigating of the merits of the original action during the exequatur procedure.

The United States and Colombia do not have a bilateral treaty providing for automatic reciprocal recognition and enforcement of judgments in civil and commercial matters. However, the Colombian Supreme Court, which is the only Colombian court that can recognize foreign judgments, has accepted that legal reciprocity exists when it has been proven that laws or judicial decisions of the U.S. state where the judgment was rendered provide for recognition of foreign judgments of the same nature of the judgment under review. However, the Colombian legal system is not based on precedents and exequatur decisions are made on a case-by-case basis.

Pursuant to Article 2535 and 2536 of Colombia’s Civil Code (Código Civil), in order for the statute of limitations to run and extinguish enforcement rights it is necessary that the party entitled to exercise an enforcement action fails to do so during a period commencing on the date in which the relevant right became enforceable and ending three, five or ten years after, depending on the relevant statute of limitations. A waiver to the statute of limitations can only be granted once the relevant statute of limitations has elapsed.

Any contractual agreement in favor of a third party, even in the absence of the right to represent such party, is revocable until such third party tacitly or expressly accepts such agreement.

Under bilateral agreements, a party will not be in default after failing to comply with its obligations, if the other party also fails to comply with or does not agree to comply with its obligations. Waiving this principle is valid if (i) it is not interpreted as a violation to the right to access to justice, (ii) it does not contravene public order or (iii) such waiver does not imply condoning or pardoning future gross negligence or willful misconduct. A provision whereby one party waives defenses that arise out of an invalid or illegal obligation may be understood as a waiver of future willful misconduct and, as such, deemed null and void by a Colombian court.

Waiving specific rights is permitted if such waiver only affects the individual interest of the waiving party and to the extent such waiver is not prohibited by any applicable law. Laws involving public order and good faith customs, however, shall not be waived by means of private agreements. Under Colombian law, any immunity from proceedings which might in the future be available cannot be validly waived in advance.

Except for constitutional actions (tutela y acciones populares) that exist for the protection of fundamental constitutional rights and collective rights, the specific performance of contracts and certain precautionary measures and remedies in unfair trade practices claims, there are no other equitable remedies or injunctive relief under Colombian law.

In any proceeding in Colombia, service of notice to the parties thereto will be made in accordance with the provisions of the GCP and contractual provisions regarding service of notice procedures will not be enforceable for service of process in Colombia.

With respect to court proceedings in Colombia, under Article 365 of the GCP, any legal costs incurred in connection with such court proceedings would be limited to those costs ordered by the respective court.

Notwithstanding the foregoing, we cannot assure you that a Colombian court would recognize or enforce a U.S. based judgment with respect to the notes based on U.S. securities laws. We have been advised by our Colombian counsel that there is no legal basis for original actions to be brought against us or our directors and officers in a Colombian court predicated solely upon the provisions of U.S. securities laws. In addition, certain remedies available under provisions of the U.S. securities laws may not be admitted or enforced by Colombian courts. See “Risk Factors—Risks Related to the New Notes and Our Indebtedness—You may not be able to effect service of process on us, our directors or our officers or to enforce in Colombian courts judgments obtained against us in the United States” in the first part of this Statement regarding the terms of the Exchange Offer and Consent Solicitation.

REASONS FOR THE EXCHANGE OFFER, CONSENT SOLICITATION AND PLAN SOLICITATION

We do not anticipate being able to raise the necessary funds in order to repay the Old Notes at maturity. We are conducting the Exchange Offer to refinance the Old Notes, and improve our liquidity position.

Through the Exchange Offer and Consent Solicitation, we intend to achieve the following goals:

QUESTIONS AND ANSWERS ABOUT THE RESTRUCTURING

The following are some questions and answers regarding our financial restructuring, whether accomplished through the Exchange Offer or through confirmation of the Plan by the Bankruptcy Court. It does not contain all of the information that may be important to you. You should carefully read this Statement to fully understand the terms of the restructuring, which includes the Exchange Offer and the Plan, as well as the other considerations that are important to you in making your investment decision. You should pay special attention to the “Risk Factors.”

General

The restructuring may be accomplished through either the out-of-court Exchange Offer or, in the alternative, the in-court Plan.

For the Plan to be confirmed by the Bankruptcy Court without invoking the “cram-down” provisions of the Bankruptcy Code, each class of claims or interests that is impaired must vote to accept the Plan. An impaired class of claims is deemed to accept a plan of reorganization if the holders of at least two-thirds in amount and more than one-half in number of the claims in such class who actually cast Ballots vote to accept the plan. To be confirmed, at least one class of impaired claims must accept the plan, determined without including any acceptance of the plan by any insider.

The confirmation and effectiveness of the Plan are subject to certain conditions that may not be satisfied and are different from those under the Exchange Offer. We cannot assure you that all requirements for confirmation and effectiveness of the Plan will be satisfied or that the Bankruptcy Court will conclude that the requirements for confirmation and effectiveness of the Plan have been satisfied.

The effective date of the Plan will not occur until the confirmation order has been entered, no stay of such order is in effect and certain other conditions have been satisfied.

Assuming we are able to complete the restructuring, we expect that, for the foreseeable future, cash generated from operations will be sufficient to allow us to fund our operations and to increase working capital as necessary to support our long-term business plan, though there can be no assurance that such cash generated will be sufficient for such purposes.

The Exchange Offer

In addition, on the Settlement Date of the Exchange Offer, all Eligible Holders whose Old Notes are validly tendered, not validly withdrawn and accepted for exchange will also receive Capitalized Interest equal to the accrued and unpaid interest on their Old Notes validly tendered and not validly withdrawn and accepted for exchange through but excluding the Settlement Date.

The Company has had discussions with several holders of Old Notes who assisted in developing the proposal and who believe that the restructuring is fair and reasonable in light of the current market environment and given the Company’s circumstances. Certain bondholders holding over 40% the aggregate principal amount of the Old Notes outstanding have already indicated that they will vote in favor of the Exchange Offer.

Subject to applicable law and the terms set forth in this Statement, we may extend the Expiration Date or amend any of the terms or conditions of the Exchange Offer. The last date on which tenders and consents will be accepted, whether on April 3, 2024, or any subsequent time or date to which the Exchange Offer may be extended, is referred to as the Expiration Date.

If we extend the Expiration Date, any extension will be followed as promptly as practicable by announcement thereof, such announcement in the case of an extension of the Exchange Offer to be issued no later than 9:00 a.m. (New York City time) on the first business day after the previously scheduled Expiration Date. Subject to applicable law, if we extend the Expiration Date, holders of Old Notes may not withdraw any notes validly tendered into the Exchange Offer or revoke any consent provided to the proposed amendments.

The Plan

For the Plan to be confirmed by the Bankruptcy Court without invoking the “cram-down” provisions of the Bankruptcy Code, each class of claims or interests that is impaired must vote to accept the Plan. An impaired class of claims is deemed to accept a plan of reorganization if the holders of at least two-thirds in amount and more than one-half in number of the claims in such class who actually cast Ballots vote to accept the plan. An impaired class of interests is deemed to accept a plan of reorganization if the holders of at least two-thirds in amount of the interests in such class who actually cast Ballots vote to accept the plan. If the Plan is confirmed by the Bankruptcy Court, it will bind all holders of claims and equity interests, including all holders of Old Notes, in the Company regardless of whether they voted for, against, or did not vote at all on, the Plan.

Therefore, assuming the Plan satisfies the other requirements of the Bankruptcy Code, a significantly smaller number of claim holders can bind other claim holders to the terms of the Plan to accomplish the restructuring than is required to effect the Exchange Offer and the other transactions contemplated thereby.

The confirmation and effectiveness of the Plan are subject to certain conditions that may not be satisfied and are different from those under the Exchange Offer. We cannot assure you that all requirements for confirmation and effectiveness of the Plan will be satisfied or that the Bankruptcy Court will conclude that the requirements for confirmation and effectiveness of the Plan have been satisfied.

The holders of Class A Old Notes claims are impaired and are eligible to vote on the Plan. The holders of all other claims and interests are unimpaired and presumed to accept the Plan under section 1126(f) of the Bankruptcy Code.

For the Plan to be confirmed by the Bankruptcy Court without invoking the “cram-down” provisions of the Bankruptcy Code, each class of claims or interests that is impaired must vote to accept the Plan. An impaired class of claims is deemed to accept a plan of reorganization if the holders of at least two-thirds in amount and more than one-half in number of the claims in such class who actually cast ballots vote to accept the Plan. An impaired class of interests is deemed to accept a plan of reorganization if the holders of at least two-thirds in amount of the interests in such class who actually cast Ballots vote to accept the Plan. Under the Plan, holders of Old Notes claims are separately classified and constitute the only impaired class of claims. In addition, under the Plan, other classes of claims against and interests in the Company are unimpaired and conclusively presumed to accept the Plan.

The Bankruptcy Court may disagree with our classification of claims and interests and any party in interest may challenge our classification of claims and interests. If the Bankruptcy Court concludes that the classification of claims and interests under the Plan does not comply with the requirements of the Bankruptcy Code, the Plan may not be confirmed.

If the Plan is confirmed by the Bankruptcy Court, it will bind all holders of claims and interests in the Company regardless of whether they voted for, against, or did not vote at all on, the Plan. Therefore, assuming the Plan satisfies the other requirements of the Bankruptcy Code, a significantly smaller number of claim holders can bind other claim holders to the terms of the Plan than is required to effect the Exchange Offer and the other transactions contemplated by the Exchange Offer. Additionally, since claims and interests are grouped in classes for the purpose of voting on the Plan, holders of claims and interests may be bound by the decisions of other claim or interest holders in a way that they otherwise would not outside of bankruptcy.

If we do not receive acceptances from a sufficient number of holders of claims or interests in an impaired class of claims or interests to allow the Plan to be confirmed under the Bankruptcy Code, including confirmation through the nonconsensual “cram-down” provisions of section 1129(b) of the Bankruptcy Code with respect to non-accepting impaired classes, we reserve the right not to commence the Chapter 11 Case.

Only the holders of Old Notes as of March 7, 2024 (the “Voting Record Date”) are eligible to vote on the Plan.

Q: Whom do I call if I have any questions about how to submit Ballots or any other questions relating to the Plan?

SUMMARY OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION

The following is a brief summary of some of the terms of the Exchange Offer and the Consent Solicitation. For a more complete description of the Exchange Offer and the Consent Solicitation, see “Description of the Exchange Offer and the Consent Solicitation.”

SUMMARY OF THE NEW NOTES

The summary below describes the principal terms of the New Notes. Certain terms and conditions described below are subject to important limitations and exceptions. The “Description of the New Notes” section of this Statement contains a more detailed description of the terms and conditions of the New Notes.

SUMMARY OF THE PLAN

This section is intended to only provide a summary of the key terms, structure, classification, treatment and implementation of the Plan, and is qualified in its entirety by reference to the Plan and exhibits thereto. Although this Statement includes summaries of the provisions contained in the Plan and in documents referred to therein, this Statement does not purport to be a precise or complete statement of all such terms and provisions, and should not be relied on for a comprehensive discussion of the Plan. Instead, reference is made to the Plan and all such documents should be reviewed for the full and complete statements of such terms and provisions. The Plan itself (including attachments) will control the treatment of creditors and equity holders under the Plan. To the extent there is any inconsistency between this Statement and the Plan, the Plan shall govern. For a more complete description of the Plan, see “Description of the Plan.”

RISK FACTORS

We have set forth below certain risk factors that are related specifically to the New Notes or the Exchange Offer and the Consent Solicitation. These factors are not the only factors that could affect us, the New Notes, the Old Notes or the Exchange Offer and Consent Solicitation. Additional risks not presently known to us or that we currently deem immaterial may also impair our business. You should carefully consider all these risk factors in addition to the business and other information presented in this statement, including, in particular, the information set forth in “Annex A—Information About the Company—Risk Factors.”

Risks Related to the Exchange Offer, the Consent Solicitation and the Old Notes

No recommendation is being made concerning the Exchange Offer and Consent Solicitation.

None of the Company, the Dealer Manager, the Exchange Agent and Information Agent or the trustee makes any recommendation to any Eligible Holder whether to tender for exchange or refrain from tendering any or all of such Eligible Holder’s Old Notes, or to deliver or refrain from delivering any Consents, and neither the Company nor any such other person has authorized any person to make any such recommendation. In addition, neither our board of directors nor our management has made any determination that the consideration to be received in the Exchange Offer and Consent Solicitation represents a fair valuation of the Old Notes. The Company has not obtained a fairness opinion from any financial advisor or other person about the fairness to the Company or to you of the consideration to be received by Eligible Holders of Old Notes who validly tender, and do not validly withdraw (and whose tenders are accepted for exchange), their Old Notes in the Exchange Offer and Consent Solicitation.

Eligible Holders are urged to evaluate carefully all information in this Statement, including the expiration deadlines included herein, consult their own investment and tax advisors and make their own decisions whether to tender Old Notes and, if so, the principal amount of Old Notes to tender for exchange, and whether to deliver any Consent.

There may be a long period during which participating holders may be unable to effect transfers or sales of their Old Notes.

The Exchange Offer and Consent Solicitation expire on the Expiration Date, and at or following the Withdrawal Date, withdrawal rights will only be provided as may be required by applicable law. As a result, there may be a long period of time during which participating holders may be unable to effect transfers or sales of their Old Notes.

The Exchange Offer may result in reduced liquidity for any Old Notes that are not exchanged.

The trading market for Old Notes that are not exchanged could become more limited than the existing trading market for the Old Notes and could cease to exist altogether due to the reduction in the principal amount of the Old Notes outstanding upon consummation of the Exchange Offer and the Consent Solicitation. A more limited trading market might adversely affect the liquidity and market price of the Old Notes, and may result in price volatility of the Old Notes. If a market for the Old Notes that are not exchanged exists or develops, the Old Notes may trade at a discount to the price at which they were issued or would trade if the principal amount outstanding were not reduced had the Exchange Offer and Consent Solicitation not occurred. There can, however, be no assurance that an active market in the Old Notes will exist, develop or be maintained, or as to the prices and discounts at which the Old Notes may trade, after the Exchange Offer and the Consent Solicitation is consummated.

We cannot assure you that the credit ratings for the Old Notes will not be lowered, suspended or withdrawn by the rating agencies.

The credit ratings of the Old Notes may change after the Proposed Amendments become operative and the New Notes are issued. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. An explanation of the significance of such ratings may be obtained from the rating agencies. We cannot assure you that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in the judgment of such rating agencies, circumstances so warrant. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price and marketability of the notes.

Your decision to tender Old Notes for New Notes exposes you to the risk of nonpayment for a longer period of time.

The Old Notes will mature on February 7, 2025. The New Notes will mature five years after issuance. If, following the maturity date of the Old Notes but prior to the maturity date of the New Notes, we were to become subject to a bankruptcy, proceso de reorganización (reorganization), liquidación (bankruptcy), or similar proceeding, the holders of Old Notes who did not exchange their Old Notes for New Notes could have been paid in full and there would exist a risk that holders of Old Notes who exchanged their Old Notes for New Notes would not be paid in full, if at all, or would be paid after substantial time had elapsed. Your decision to tender your Old Notes should be made with the understanding that the lengthened maturity of the New Notes exposes you to the risk of nonpayment for a longer period of time.

You may not receive New Notes in the Exchange Offer and the Consent Solicitation if you do not follow the procedure for the Exchange Offer and the Consent Solicitation.

We will issue the New Notes in exchange for your Old Notes only if you tender your Old Notes pursuant to an agent’s message before the expiration of the Exchange Offer and the Consent Solicitation. You should allow sufficient time to ensure timely delivery of the necessary documents. Furthermore, you should carefully follow the procedures for tendering the Old Notes. Neither the Exchange Agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange. If you are the beneficial owner of Old Notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the Exchange Offer and the Consent Solicitation, you should promptly contact the person in whose name your Old Notes are registered, follow the procedures specified herein and instruct that person to tender on your behalf.

In addition, Eligible Holders of Old Notes are referred to the restrictions in “Transfer Restrictions” and the agreements, acknowledgements, representations, warranties and undertakings contained therein and in the Eligibility Letter, which Eligible Holders will make on submission of an agent’s message. Non-compliance with these could result in, among other things, the unwinding of trades and/or heavy penalties.

The consummation of the Exchange Offer and the Consent Solicitation may be delayed or may not occur.

We are not obligated to complete the Exchange Offer and the Consent Solicitation under certain circumstances and unless and until certain conditions are satisfied, as described more fully under “Description of the Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer and the Consent Solicitation.” For example, we will only consummate this exchange offer if at least 95% (including any Old Notes which are owned by us or our affiliates) in aggregate principal amount of the outstanding Old Notes is validly tendered and not validly withdrawn on or prior to the Expiration Date (the “Minimum Tender Condition”), unless we waive this condition; provided however that the Proposed Amendments will only be operative if at least a majority (not including any Old Notes which are owned by us or our affiliates) in aggregate amount of the Old Notes is validly tendered and not validly withdrawn on or prior to the Expiration Date.

Even if the Exchange Offer and the Consent Solicitation is completed, it may not be completed on the schedule described in this Statement. Accordingly, holders participating in the Exchange Offer and the Consent Solicitation may have to wait longer than expected to receive their New Notes, during which time those holders of Old Notes will not be able to effect transfers of their Old Notes tendered in the Exchange Offer and the Consent Solicitation.

The consideration to be received in the Exchange Offer and the Consent Solicitation does not reflect any valuation of the Old Notes or the New Notes.

Neither our board of directors nor any of our principal officers have made any determination that the consideration to be received in the Exchange Offer and the Consent Solicitation represents a fair valuation of either the Old Notes or the New Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Old Notes. Accordingly, none of us, our board of directors, our principal officers, the Dealer Manager, the Exchange Agent and Information Agent, the trustee or any other person is making any recommendation regarding the Exchange Offer and the Consent Solicitation, including the consideration to be received in connection therewith, and you have to make your own decision as to whether to tender Old Notes.

If the Proposed Amendments become operative, holders of Old Notes that are not tendered will no longer benefit from all the restrictive covenants and events of default in the Old Notes Indenture.

If the Exchange Offer and the Consent Solicitation is consummated and the Proposed Amendments become operative as to the Old Notes Indenture, Old Notes that are not exchanged pursuant to the Exchange Offer will remain outstanding and will be subject to the terms of the Old Notes Indenture as modified by a supplement to the Old Notes Indenture (the “Supplemental Indenture”) reflecting the Proposed Amendments. Holders of Old Notes that are not exchanged pursuant to the Exchange Offer for any reason will no longer be entitled to the benefits of all of the covenants and events of default of the Old Notes Indenture after such provisions have been modified with respect to the Old Notes by the Proposed Amendments. The Proposed Amendments will eliminate certain provisions, including the majority of the restrictive covenants and certain events of default under the Old Notes Indenture. The Proposed Amendments would permit us to take actions previously prohibited under the Old Notes Indenture that could increase the credit risks faced by the holders of any remaining Old Notes, adversely affect the market price and credit rating of such Old Notes or otherwise be materially adverse to the interests of the holders of such remaining Old Notes.

The Proposed Amendments, however, will not relieve us from our respective obligations to make scheduled payments of principal and interest on the Old Notes not exchanged pursuant to the Exchange Offer in accordance with the terms of the Old Notes Indenture as currently in effect.

Risks Related to the New Notes and Our Indebtedness

If we were subject to Colombian bankruptcy or insolvency law, holders of the New Notes may find it difficult to collect payment on the New Notes.

If we were to be held subject to Colombian bankruptcy or insolvency law by a Colombian authority, our obligations under the New Notes would be subject to the outcome of, and priorities recognized in, the relevant proceedings, and would be subject to certain statutory preferences including tax, social security and labor claims and claims of secured creditors. In addition, in the event of bankruptcy or insolvency, and upon the initiation of a reorganization or liquidation process before Colombian authorities, including the Colombian Superintendency of Companies (Superintendencia de Sociedades), our obligations may be subject to an automatic stay or compliance thereunder which may delay or affect the ability of the holders of the New Notes to collect payment on the New Notes.

Our substantial level of debt could impair our financial condition.

We currently have, and after the Exchange Offer and Consent Solicitation will have, a substantial amount of debt. We had total principal indebtedness of Ps. 1,700,111 million (US$ 419 million) as of September 30, 2023. Of our total indebtedness as of September 30, 2023, Ps. 334,121 million (US$ 82 million), or 19.7%, consisted of indebtedness with maturities of one year or less or indebtedness that otherwise becomes due within one year, which we classify as short-term indebtedness. The remaining Ps. 1,365,990 million (US$ 337 million), or 80.3%, of our total outstanding indebtedness consisted of indebtedness with maturities greater than one year, which we classify as long-term indebtedness. Our significant level of debt could have important consequences to you, including:

The occurrence of any of these and other risks related to our indebtedness may have a material adverse effect on our business, results of operations and financial condition.

We may incur substantially more debt, which could further exacerbate the risks associated with our indebtedness.

As of September 30, 2023, we had Ps. 1,700,111 million (US$ 419 million) in financial liabilities excluding transaction costs, including Ps. 516,564 million (US$127 million) of secured indebtedness under loan facilities with local financial institutions through structures with trusts and Ps. 1,183,547 million (US$292 million) of unsecured indebtedness. We may be able to incur substantial additional debt in the future. Although the agreements governing our outstanding indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to several qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that do not constitute “indebtedness” as defined in the relevant documents. Adding new debt to our current indebtedness levels would increase our leverage. The related risks that we now face could intensify.

The instruments governing our indebtedness, including the New Notes, contain cross-default provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument.

The New Notes Indenture will contain numerous restrictive covenants. Instruments governing our other indebtedness also contain certain affirmative and negative covenants and require us and our subsidiaries to meet certain financial ratios and tests. Our failure to comply with the obligations contained in the New Notes Indenture or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could then result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such default could require us to sell our assets and otherwise curtail operations in order to pay our creditors.

The Old Notes Indenture contains, and the New Notes Indenture will contain, restrictions on our ability to operate our business and to pursue our business strategies. Our failure to comply with these covenants could result in an acceleration of our indebtedness.

The Old Notes Indenture contains, and the New Notes Indenture will contain, covenants that may restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions or to engage in certain transactions or business activities that may be important to our growth strategy, necessary to remain competitive or otherwise important to us. The New Notes Indenture will restrict, among others, our ability to:

If we do not comply with these restrictions, we could be in default despite our ability to service our indebtedness. If there were an event of default under the Old Notes Indenture or the New Notes Indenture, holders of such Old Notes or New Notes could demand immediate payment of the aggregate principal amount and accrued interest on such Old Notes and New Notes outstanding. This could lead to our inability to pay our obligations or to our reorganization or bankruptcy for the benefit of our creditors. Any additional financings we obtain in the future would most likely contain similar or more restrictive covenants.

There are restrictions on your ability to transfer the New Notes.

The New Notes have not been registered under the Securities Act or any state securities laws, and we are not required to and currently do not plan on making any such registration in the immediate future. As a result, the New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Prospective investors should be aware that investors may be required to bear the financial risks of this investment for an indefinite period of time. See “Transfer Restrictions” for a full explanation of such restrictions.

The New Notes have not been and will not be registered with the RNVE and the New Notes will not be listed on the Colombian Stock Exchange (Bolsa de Valores de Colombia). The New Notes will not be offered to persons in Colombia by means of a public offering, but may be offered in a private placement pursuant to an exemption therefrom under Colombian law and the notes will not be sold to more than 99 determined Colombian persons, nor to an undetermined number of Colombian persons. The Exchange Offer will not be subject to review or authorization by the SFC.

An active trading market for the New Notes may not develop.

Currently there is no market for the New Notes. An active trading market for the New Notes may not develop. We intend to apply to list the New Notes on the Singapore Stock Exchange. Even if the New Notes become listed on this exchange, we may delist the notes. A trading market for the New Notes may not develop, or if a market for the New Notes were to develop, the New Notes may trade at a discount from their initial offering price, depending upon many factors, including prevailing interest rates, the market for similar securities, general economic conditions in the United States and Colombia and our financial condition. The Dealer Manager are under no obligation to make a market with respect to the New Notes, and we cannot assure you that trading markets will develop or be maintained. Accordingly, we cannot assure you as to the development or liquidity of any trading market for the New Notes. If an active market for the New Notes does not develop or is interrupted, the market price and liquidity of the New Notes may be adversely affected.

The trading price of the New Notes may be volatile.

The prices at which the New Notes may trade will depend on many factors, including, among others, prevailing interest rates, general economic conditions, our performance and financial results and markets for similar securities. Historically, the markets for debt such as the New Notes have been subject to disruptions that have caused substantial volatility in their prices. The market, if any, for the New Notes may be subject to similar disruptions, which may have an adverse effect on the price of the New Notes.

We may not be able to make payments in U.S. Dollars.

In the past, the Colombian economy has experienced balance of payments deficits and shortages in foreign exchange reserves. While the Colombian government does not currently restrict the ability of Colombian or foreign persons or entities to convert Colombian pesos to foreign currencies, including U.S. dollars, it has done so in the past and could do so again in the future. We cannot assure you that the Colombian government will not implement a restrictive exchange control policy in the future. Any such restrictive exchange control policy could prevent or restrict our access to U.S. dollars to meet our U.S. dollar obligations and could also have a material adverse effect on our business, financial condition and results of operations. We cannot predict the impact of any such measures on the Colombian economy.

Payment of judgments against us in Colombia may be made in Colombian pesos, which may expose you to exchange rate risks.

Article 86 of Resolution 1 of 2018 issued by the Colombian Central Bank provides that, in case of legal proceedings in Colombia, the conversion of foreign currency-denominated obligations of Colombian residents, such as us, would be made by using the foreign exchange rate (i.e. tasa representativa del mercado or “TRM”) prevailing on the payment date. Accordingly, if proceedings are brought and a judgment is entered against us in Colombia, we may be required to discharge these obligations in Colombian pesos. As a result, investors may be exposed to exchange rate risks.

We may be unable to purchase the New Notes upon change of control event, which would result in defaults under the New Notes Indenture.

The terms of the New Notes require us to make an offer to repurchase the New Notes upon the occurrence of a specified change of control event at a purchase price equal to 101% of the principal amount of the New Notes, plus accrued interest to the date of the purchase. Any financial arrangements we may enter may require repayment of amounts outstanding upon the occurrence of a change of control event and limit our ability to fund the repurchase of your New Notes in certain circumstances. It is possible that we will not have sufficient funds at the time of any change of control to make the required repurchase of New Notes or that restrictions on our other financing arrangement will not allow the repurchase of New Notes or that restrictions in our other financing arrangements will not allow the repurchases. If we fail to repurchase the New Notes in such circumstances, we would default under the New Notes Indenture which may, in turn, trigger cross-default provisions in our other debt instruments. See “Description of the New Notes—Change of Control Triggering Event.”

You may not be able to effect service of process on us, our directors or our officers or to enforce in Colombian courts judgments obtained against us in the United States.

We are a stock corporation (sociedad anónima) organized under Colombian law. Certain of our directors and all or substantially all of our officers reside outside the United States. Substantially all of the assets of such persons are located in Colombia. Substantially all of our assets are located in Colombia. As a result, it may not be possible for investors to effect service of process within the United States or in any other jurisdiction outside of Colombia upon us, our directors or officers or to enforce against us or our directors or officers in any jurisdiction outside of Colombia judgments predicated upon the laws of any such jurisdiction, including any judgment predicated upon the U.S. federal and state securities laws. In addition, you should not assume that courts in Colombia (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

There is also substantial doubt that the courts of Colombia would enter judgment in original actions brought in those courts predicated on U.S. federal or state securities laws. Moreover, certain remedies available under provisions of the U.S. securities laws may not be admitted or enforced by Colombian courts.

Colombian courts will enforce a U.S. judgment predicated on the U.S. securities laws through a procedural system known under Colombian law as exequatur. Colombian courts will enforce a foreign judgment, without reconsideration of the merits, only if the judgment satisfies the requirements set forth in articles 605 through 607 of the GCP, which provides that the foreign judgment will be enforced if certain conditions are met, as described in detail in “Service of Process and Enforcement of Civil Liabilities.”

The New Notes Indenture will contain periodic reporting requirements that will be different and less burdensome than would be applicable to us if we had agreed to register the New Notes following the closing of the Exchange Offer.

We do not presently file periodic reports and other information with the SEC, and the New Notes Indenture will not require us to file such reports or other information. The New Notes Indenture will require us to provide annual and quarterly financial information, including English language translations, to the holders of New Notes and the trustee. The requirements of the New Notes Indenture, however, will be more limited in certain respects than those applicable to public companies under the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”). See “Description of the New Notes—Certain Covenants—Reports to Holders.”

We cannot assure you that the credit ratings for the New Notes will not be lowered, suspended or withdrawn by the rating agencies.

The credit ratings of the New Notes may change after issuance. Such ratings are limited in scope, and do not address all material risks relating to an investment in the New Notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. An explanation of the significance of such ratings may be obtained from the rating agencies. We cannot assure you that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in the judgment of such rating agencies, circumstances so warrant. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price and marketability of the New Notes.

The ratings of the New Notes are not a recommendation to purchase hold or sell the New Notes, and the ratings do not comment on market price or suitability for a particular investor. The ratings of the New Notes are subject to change and may be lowered or withdrawn. A downgrade in or withdrawal of the ratings of the New Notes will not be an event of default under the New Notes Indenture. The assigned ratings may be raised or lowered depending, among other things, on the rating agency’s assessment of our financial strength, as well as its assessment of Colombian sovereign risk generally.

It is possible that any future note guarantees by any future subsidiaries may not be enforceable.

Any future note guarantees would provide a basis for a direct claim against the guarantor. However, it is possible that such guarantees may not be enforceable. The laws of Colombia may in some cases prevent the guarantees from being valid, binding and enforceable against such subsidiary guarantors in accordance with their terms. In the event that such guarantor was declared bankrupt, the guarantee may be deemed to have been a fraudulent transfer and declared void if such subsidiary guarantor failed to receive fair consideration or reasonably equivalent value in exchange for such guarantee. In addition, under Colombian bankruptcy law, if any of the subsidiary guarantors are judicially declared bankrupt, each of such subsidiary guarantors’ obligations under its guarantee will be subordinated to secured creditors and certain statutorily preferred creditors, such as those holding labor, tax and social security related claims, which will have preference over any other claims, including claims by any investor in respect of the notes or such guarantees.

If we enter into a bankruptcy, insolvency, intervention, administrative takeover for management or for liquidation purposes or similar proceeding, holders of subordinated and unsubordinated debt may be given the same priority.

In a bankruptcy, insolvency, intervention, administrative takeover for management or for liquidation purposes or restructuring proceedings under Colombian law, subordination agreements may be disregarded. In such a case, subordinated and unsubordinated creditors (including holders of the New Notes) may have the same priority. The New Notes Indenture allows us to incur subordinated debt, and to refinance, repay, redeem, repurchase or otherwise acquire or retire for value certain subordinated indebtedness. For example, we may incur an unlimited amount of subordinated debt. If we were to undergo bankruptcy, liquidation, restructuring or administrative takeover proceedings, holders of our debt that were contractually subordinated to our prior payments, including such intercompany debt, may have the same rights as holders of our unsubordinated debt under the New Notes. Therefore, we cannot assure you that you will not lose your priority over any subordinated debt.

Our controlling shareholders may exercise their control in a manner that differs from your interests as a holder of New Notes.

Our controlling shareholders have the ability to direct the outcome of substantially all matters submitted to a vote of our shareholders, including the election of the majority of directors and, as a result, any decisions taken by the board of directors (including those decisions affecting our future growth and strategy). These shareholders may exercise their control in a manner that differs from your interests as a noteholder. For example, they may have an interest in pursuing acquisitions, combinations, divestitures, financings or other transactions which in their judgment could enhance their equity interest, even though such transactions may involve risks to you as a holder of New Notes.

Risks Related to the Collateral

The proceeds from the sale of the Collateral securing the New Notes may not be sufficient to satisfy our obligations under the New Notes.

The New Notes will be secured by a first-priority lien on our loan portfolio (excluding Special Purpose Finance Trusts) and a second-priority lien on a Special Purpose Finance Trust (patrimonio autónomo). Payment on the New Notes will be effectively subordinated to all existing and future Indebtedness and other liabilities of any Special Purpose Finance Trust (as defined under “Description of the Notes”) the extent of the value of the assets securing such Indebtedness. In the event of a foreclosure (or any other enforcement mechanism available under Colombian law) on the Collateral, we would be required to pay certain fees and other amounts prior to distribution of any proceeds from foreclosure (or any other enforcement mechanism available under Colombian law) in respect of the New Notes. In the case of the second-priority lien, in the event of a foreclosure (or any other enforcement mechanism available under Colombian law) on such Collateral those proceeds would be paid first to the holders of the first-priority lien on the Special Purpose Finance Trust (patrimonio autónomo) to the extent of the value of the assets securing such Indebtedness. The execution and perfection of the second-priority lien on the Special Purpose Finance Trust (patrimonio autónomo) may require consent or authorization by the respective secured party. We can provide no assurance as to the amount that would be distributed in respect of the New Notes upon any foreclosure or otherwise, or that the proceeds from the sale of the Collateral would be sufficient to satisfy our obligations under the New Notes.

The value of the Collateral and any amount to be received at foreclosure (or any other enforcement mechanism available under Colombian law) will depend upon many factors including, among others, the condition of the Collateral, the ability to sell the Collateral in an orderly sale, the availability of buyers, the condition of the Colombian economy, the condition of our competitors in Colombia and exchange rates. No appraisal of any of the Collateral has been prepared by us or on our behalf in connection with this Exchange Offer and Consent Solicitation. Given the limited number of participants in the Colombian non-bank financial sector, there may not be any buyer willing and able to purchase a significant portion of our assets or the Collateral in the event of foreclosure (or any other enforcement mechanism available under Colombian law). In addition, since we are not pledging all of our assets, it may not be possible to sell our business as a going concern upon foreclosure. Each of these factors could reduce the likelihood of a foreclosure (or any other enforcement mechanism available under Colombian law) as well as reduce the amount of any proceeds in such event of foreclosure.

Impediments exist to any foreclosure on the Collateral, which may adversely affect the proceeds of any foreclosure.

Substantially all of the Collateral Documents (as defined in “Description of the Senior Notes—Security”) are governed by the laws of Colombia, and substantially all of the Collateral is located in Colombia. Any foreclosure (or any other enforcement mechanism available under Colombian law) with respect to the Collateral (including a foreclosure initiated by holders of the New Notes) would therefore be required to comply with Colombian legal and procedural requirements, which differ substantially from procedural requirements in the United States. In particular, Colombian law does not allow for self-executing liens, foreclosure without judicial action or expedited foreclosure proceedings. Moreover, Colombian law may have limited in persona, in rem, and in aid of foreclosure remedies, thus limiting collection activities. Any proceeding related to the foreclosure of the Collateral in Colombia would be required to be initiated in a Colombian court and could involve significant delays. A Colombian court may require a judgment regarding the existence of an event of default under the New Notes Indenture from a U.S. court prior to any foreclosure (or any other enforcement mechanism available under Colombian law). We may also have available to us defenses under Colombian law not available under U.S. law to any foreclosure proceeding, which may result in a delay in foreclosure proceedings. In addition, any foreclosure on the Collateral may be subject to regulatory approvals. All of the foregoing factors, and other factors relating to judicial proceedings in Colombia, may result in significant delays in connection with any foreclosure of the Collateral. These delays could result in a deterioration of the Collateral and a decrease in the value that would otherwise be realizable upon foreclosure.

Third parties’ rights may affect the ability of the Collateral Agent to foreclose on the Collateral.

Third parties may have rights and be entitled to remedies that diminish the ability of the Collateral Agent to foreclose upon the Collateral, or amounts available after foreclosure or enforcement of the Collateral for repayment. Under Colombian law, amounts owed to employees or, with some limited exceptions, to tax authorities (including social security and retirement fund liabilities), must be paid by a debtor prior to the satisfaction of any other claims, including certain secured claims. In addition, under the terms of the New Notes, certain third-party Collateral Permitted Liens may be senior to the liens securing the New Notes. See “Description of the New Notes—Certain Definitions—Collateral Permitted Liens.” The rights and remedies to which these and other third-party creditors are entitled may limit the ability of foreclosure or enforcement on the Collateral or may otherwise reduce the proceeds available to satisfy our obligations under the New Notes.

We may incur additional secured indebtedness, which would dilute the value of the Collateral securing the Senior Notes.

Under the New Notes Indenture, we will be permitted in the future to incur specified additional obligations that may share in the liens on the Collateral securing the New Notes. If we incur any additional debt that is secured on an equal and ratable basis with the New Notes, the holders of that debt will be entitled to share ratably with the holders of the New Notes and the value of the Collateral (or the proceeds from the sale of the Collateral in a foreclosure proceeding) securing the New Notes will be diluted. Any such dilution will increase the risk of the proceeds from the sale of the Collateral not being sufficient to satisfy the amounts outstanding under the New Notes and all other obligations secured by such Collateral. If such proceeds were not sufficient to repay amounts due on the New Notes, then holders of the New Notes (to the extent the New Notes are not repaid from the proceeds of the sale of the Collateral) would have an unsecured claim against our remaining assets.

Since not all of our assets are included in the Collateral, the ability to sell the Collateral as a going concern may be limited.

The Collateral pledged or otherwise delivered as security for our obligations under the New Notes is limited. The Collateral consists of a significant portion, but not all, of our assets. In light of the fact that the Collateral is closely related to

assets that are not pledged or otherwise delivered as Collateral, the ability of the Collateral Agent to sell the Collateral as a going concern may be limited and may affect the attractiveness of the assets constituting the Collateral for a third-party purchaser.

A Colombian or U.S. bankruptcy may limit the ability to realize value from the Collateral.

The rights of the Collateral Agent upon a foreclosure on the Collateral upon the occurrence of an event of default under the New Notes Indenture is likely to be significantly impaired by applicable bankruptcy law, including Ley 1116 de 2006 (“Insolvency Law”) if a bankruptcy proceeding were to be commenced by or against us before the foreclosure on the Collateral.

Under Colombia’s Insolvency Law, the foreclosure or sale of all or any part of the Collateral may not be possible prior to our liquidation. In addition, during the pendency of insolvency proceedings, Colombian law does not require a debtor to provide adequate protection or assurances to secured creditors, although the bankruptcy court could adopt precautionary measures to such effect.

Significant uncertainties are inherent in bankruptcy proceedings, including bankruptcy proceedings in Colombia, that may result in delays that could adversely impact the value of the Collateral or that may prevent foreclosure (or any other enforcement mechanism available under Colombian laws) with respect to the Collateral. There have been a limited number of final judicial decisions relating to critical bankruptcy issues such as the relative treatment and priority of debts, the role of the creditors in overseeing business operations during insolvency proceedings, criteria and voting majorities required (and how such votes are counted) for court approval of a reorganization plan and the effect of the process on subsidiaries (including the possible cancellation of bankruptcy proceedings). Secured creditors’ rights in a bankruptcy proceeding are therefore not well-established in Colombia, and this may result in substantial delays beyond those contemplated by Colombia’s Insolvency Law as well as the inability of the mediator to exercise the remedies and powers granted to creditors. Delays in proceedings, the inadequacy of available remedies, the limitation of remedies available and the inability of the mediator to exercise available remedies could result in a substantial deterioration of the Collateral during the pendency of any such proceeding and may affect your ability to foreclose on the Collateral and thus receive payment in respect of the New Notes.

Rights of holders of the New Notes to the Collateral may be adversely affected by our failure to perfect security interests in certain Collateral acquired in the future.

The security interests in the Collateral securing the New Notes includes specified classes of assets whether now owned or acquired or arising in the future. Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. Neither the trustee nor the Collateral Agent will be required to monitor, and there will be no assurance that we will inform the trustee or the Collateral Agent of, the future acquisition of property and rights that constitute Collateral, and that the necessary actions will be taken to properly perfect the security interest in such after-acquired Collateral (including any amendments to the Collateral Documents that may be rendered necessary from time to time). Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the New Notes against third parties.

We will in most cases have control over the Collateral securing the New Notes, and the sale of particular assets by us could reduce the pool of assets securing the New Notes.

The Collateral Documents may allow us to remain in possession of, to retain exclusive control over, to freely operate and to collect, invest and/or dispose of any income or rights derived from the Collateral securing the New Notes. To the extent we sell any assets that constitute such Collateral, when such sale is allowed under the Collateral Documents, the proceeds from such sale will be subject to the liens securing the New Notes only to the extent such proceeds would otherwise constitute Collateral securing the New Notes under the Collateral Documents. To the extent the proceeds from any such sale of Collateral do not constitute Collateral under the Collateral Documents, the pool of assets securing the New Notes would be reduced and the New Notes would not be secured by such proceeds.

Risks Related to the Plan

If the Exchange Offer is not consummated, we intend to commence a case under Chapter 11 of the Bankruptcy Code and seek confirmation of the Plan.

If the Exchange Offer is not consummated, we may not be able to meet certain financial obligations as they come due. If this occurs, holders of the Old Notes and our other creditors could commence involuntary bankruptcy proceedings against us in Colombia or in the United States.

As a result, if the Exchange Offer is not consummated, we may commence a voluntary case under Chapter 11 of the Bankruptcy Code. Such a restructuring may be protracted, contentious and disruptive to our business and could materially adversely affect our relationships with our customers and employees who may terminate their relationships with us. A restructuring would also cause us to incur significant legal, administrative and other professional expenses. Moreover, no assurances can be given that any such restructuring would be successful or that holders of our debt obligations would not have their claims significantly reduced, converted into equity or eliminated. If a restructuring is not successful, we may be forced to liquidate our business and assets.

If we receive votes in number and amount sufficient to satisfy the Bankruptcy Threshold, we may seek confirmation of the Plan. If confirmed, the Plan would be binding on all of the holders regardless of whether a holder voted to accept or reject the Plan. If the Plan does not receive the required support from holders, we may elect to seek confirmation regardless of the rejection by amending the Plan or seeking to confirm an alternative Chapter 11 plan. There can be no assurance that the terms of any such alternative Chapter 11 plan would be similar or as favorable to the holders as those proposed in the Plan.

In addition, a restructuring under Chapter 11 (other than the Plan) may result in holders of the Old Notes receiving notes with terms that may be materially less favorable than the New Notes being offered pursuant to the Exchange Offer.

We may fail to satisfy vote requirements to confirm the Plan.

If votes are received in number and amount sufficient satisfy the Bankruptcy Threshold, we may commence the Chapter 11 Case for the purpose of seeking confirmation of the Plan thereafter as promptly as practicable. If the Plan does not receive the required support from holders of claims, we may elect to seek confirmation regardless of the rejection, by amending the Plan or seeking to confirm an alternative Chapter 11 plan. There can be no assurance that the terms of any such alternative Chapter 11 plan would be similar or as favorable to the holders of allowed claims and allowed interests as those proposed in the Plan.

If we are not able to confirm the Plan or an alternative Chapter 11 plan, there is substantial doubt that we will be able to generate the necessary cash to continue operations. As a result, we may be required to file for liquidation in Colombia.

We may fail to satisfy solicitation requirements.

The solicitation of votes by the Company to accept the Plan is subject to several requirements under applicable bankruptcy law. If the Bankruptcy Court does not find that our solicitation complied with such requirements, confirmation of the Plan could be denied.

Section 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b) require that:

To satisfy the requirements of Section 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b), we intend to deliver this Consent Solicitation to all holders of allowed notes claims as of the Voting Record Date. In that regard, we believe that the solicitation of votes to accept or reject the Plan is proper under applicable non-bankruptcy law, rules and regulations. However, we cannot be certain that the solicitation of acceptances or rejections will be approved by the Bankruptcy Court. If such approval is not obtained, confirmation of the Plan could be denied.

The Bankruptcy Court may not confirm the Plan.

In the event that votes are received in number and amount sufficient to enable the Bankruptcy Court to satisfy the Bankruptcy Threshold, we may commence the Chapter 11 Case for the purpose of seeking confirmation of the Plan by the Bankruptcy Court. However, even if the requisite votes are received, the Bankruptcy Court is not obligated to confirm the Plan as proposed. In addition, a dissenting holder of a claim against the Company could challenge the balloting procedures as not being in compliance with the Bankruptcy Code, which could mean that the balloting results may be invalid. Even if the Bankruptcy Court determined that the balloting procedures were appropriate and the results were valid, the Bankruptcy Court could still decline to confirm the Plan, if the Bankruptcy Court found that any of the statutory requirements for confirmation had not been met. Section 1129 of the Bankruptcy Code, which sets forth the requirements for confirmation of a plan of reorganization, requires, among other things, a finding by the Bankruptcy Court that the plan of reorganization is “feasible,” that all claims and interests have been classified in compliance with the provisions of section 1122 of the Bankruptcy Code and that, under the plan of reorganization, each holder of a claim or interest within each impaired class either accepts the plan of reorganization or receives or retains cash or property of a value, as of the date the plan of reorganization becomes effective, that is not less than the value such holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code. There can be no assurance that the Bankruptcy Court will conclude that the feasibility test and other requirements of sections 1122, 1123, 1129 and the other applicable provisions of the Bankruptcy Code have been met with respect to the Plan. In addition, the Bankruptcy Court may decline to accept the Company’s petition based on jurisdictional or venue grounds, which would also result in the Company not being able to obtain confirmation of the Plan.

If the Plan is not confirmed by the Bankruptcy Court, (a) we may not be able to reorganize our businesses, (b) the distributions that holders of claims ultimately would receive, if any, with respect to their claims is uncertain, (c) there is no assurance that we will be able to successfully develop, prosecute, confirm and consummate an alternative plan that will be acceptable to the Bankruptcy Court and the holders of claims, (d) there can be no assurance that the Chapter 11 Case would continue rather than be converted into liquidation cases under chapter 7 of the Bankruptcy Code and (e) we may be required to liquidate our entire operations through a liquidation process in Colombia. It is also possible that third parties may seek and obtain approval from the Bankruptcy Court to terminate or shorten the exclusivity period during which only we may propose and confirm a plan of reorganization. If a liquidation or protracted reorganization of our estate were to occur, there is a substantial risk that our going concern value would be substantially eroded to the detriment of all stakeholders.

Commencing the Chapter 11 Case may have a material adverse effect on our operations.

The Plan Solicitation or any subsequent commencement of the Chapter 11 Case could adversely affect the relationships between us and our customers, employees, vendors, lenders, partners and others. There is a risk, due to uncertainty about our future, that:

We may not be successful in obtaining first day orders to permit us to pay our key customers, vendors and employees in the ordinary course of business.

In the event that we commence the Chapter 11 Case, it is our intention to seek authorization from the Bankruptcy Court on an emergency basis to pay our accounts payable to key parties in interest in the ordinary course of business and in the case of those key vendors that have agreed to continue to extend normal business terms to us during the Chapter 11 Case. However, there can be no guarantee that we would be successful in obtaining the necessary approvals of the Bankruptcy Court for such arrangements or for every party in interest we may seek to treat in this matter, and as a result, our business might suffer.

We cannot predict the amount of time the Chapter 11 Case will take to complete for purposes of implementing the Plan, and a lengthy Chapter 11 Case could disrupt our business.

While we intend to seek confirmation of the Plan in 30 to 45 days from the commencement of the Chapter 11 Case, we cannot be certain that this will be the case. Although the Plan and the Plan Solicitation are both designed to minimize the length of time that we may need to spend in Chapter 11, it is impossible to predict with certainty the exact amount of time that it may take to obtain confirmation of the Plan.

DESCRIPTION OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION

The Exchange Offer

We are making an offer to Eligible Holders, upon the terms and subject to the conditions set forth in this Statement, to exchange each US$ 1,000 principal amount of the Old Notes for the exchange consideration of US$ 750 principal amount of New Notes and Capitalized Interest if the Old Notes are tendered and not validly withdrawn on or before the Expiration Date.

The New Notes will be issued in minimum denominations of US$ 1,000 and integral multiples of US$ 1.00 in excess thereof. An Eligible Holder must tender Old Notes in a principal amount equal to the minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Any holder that tenders less than such amount will not be able to participate in the Exchange Offer and the Consent Solicitation and their exchange will be rejected.

The amount of New Notes to be issued to any holder will be rounded down to the nearest US$ 1.00. No additional cash will be paid in lieu of any principal amount of the New Notes not received as a result of rounding down.

On the Settlement Date, all Eligible Holders whose Old Notes are validly tendered and not validly withdrawn and accepted for exchange will also receive Capitalized Interest equal to the applicable accrued and unpaid interest on their Old Notes validly tendered and not validly withdrawn and accepted for exchange through but excluding February 7, 2024 (such accrued and unpaid interest subject to the same 25% reduction as the principal amount of the Old Notes).

On the Settlement Date, the Old Notes validly tendered and not validly withdrawn and accepted for exchange will be cancelled.

Tenders of Old Notes may be validly withdrawn at any time prior to 5:00 p.m. (New York City time) on April 3, 2024, but will thereafter be irrevocable, except in certain limited circumstances where we determine additional withdrawal rights are necessary and to the extent required by law.

Any Eligible Holder who exchanges Old Notes for New Notes pursuant to the Exchange Offer must also deliver its Consent to the Proposed Amendments. Eligible Holders may not deliver Consents in the Consent Solicitation without exchanging their Old Notes for the New Notes in the Exchange Offer.

The Consent Solicitation

In connection with the Exchange Offer, we are soliciting Consents to the Proposed Amendments with respect to the Old Notes Indenture, upon the terms and subject to the conditions set forth in this Statement. If the Proposed Amendments to the Old Notes Indenture become operative, certain provisions, including the majority of the restrictive covenants and certain events of default will be eliminated. See “The Proposed Amendments.” Any corresponding provisions of the Old Notes will also be amended in conformity with the Proposed Amendments to the Old Notes Indenture. If the Proposed Amendments become operative, only a failure to comply with the restrictive covenants as modified by the Supplemental Indenture reflecting the Proposed Amendments would be a default or an event of default under the Old Notes Indenture.

If we receive Consents from at least a majority of the outstanding aggregate principal amount of the Old Notes (not including any Old Notes which are owned by us or our affiliates), we and the trustee will enter into the Supplemental Indenture. Except as set forth in this Statement, the Old Notes Indenture will not be supplemented or amended in connection with the Proposed Amendments, and all other provisions of the Old Notes Indenture will remain in full force and effect. The Supplemental Indenture may be executed and delivered prior to the Expiration Date. If the Requisite Consents are received and the Supplemental Indenture has become operative, the Proposed Amendments will be binding on all holders of such Old Notes. Accordingly, consummation of the Exchange Offer and the adoption of the Proposed Amendments may have adverse consequences for holders who elect not to tender Old Notes affected thereby in the Exchange Offer. See “—Proposed Amendments.”

Expiration Date; Extensions; Amendments; Termination

The Expiration Date of the Exchange Offer and the Consent Solicitation will be 5:00 p.m. (New York City time) on April 3, 2024 subject to our right to extend that time and date in our absolute discretion, in which case the Expiration Date means the latest time and date to which the Exchange Offer and the Consent Solicitation is extended.

We reserve the right, in our absolute discretion, by giving oral or written notice to the exchange agent, to:

If the Exchange Offer and the Consent Solicitation is amended in a manner that we determine constitutes a material change, we will extend the Exchange Offer and the Consent Solicitation for a period of two to 10 business days, depending upon the significance of the amendment and the manner of disclosure to the Eligible Holders, if the Exchange Offer and the Consent Solicitation would otherwise have expired during that two to 10 business day period. Any change in the consideration offered to holders of Old Notes pursuant to the Exchange Offer and the Consent Solicitation will be paid to all holders whose Old Notes have been previously tendered and not validly withdrawn.

Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms and conditions of the Exchange Offer and the Consent Solicitation. We will promptly announce any extension, amendment or termination of the Exchange Offer and the Consent Solicitation by issuing a press release. We will announce any extension of the Expiration Date no later than 9:00 a.m. (New York City time) on the first business day after the previously scheduled Expiration Date.

Settlement Date

We will deliver the New Notes on the Settlement Date. We will not be obligated to deliver New Notes unless the Exchange Offer and the Consent Solicitation is consummated.

Conditions to the Exchange Offer and the Consent Solicitation

The Exchange Offer and the Consent Solicitation are subject to certain conditions, which we may assert or waive in full or in part in our sole discretion. We may extend the Exchange Offer and the Consent Solicitation from time to time until the conditions are satisfied or waived. Although we have no present intention to do so, we reserve the right to amend, at any time, the terms and conditions of the Exchange Offer and the Consent Solicitation. We will give you notice of any amendment or extension if required by applicable law.

Notwithstanding any other provisions of the Exchange Offer and the Consent Solicitation or any extension of the Exchange Offer and the Consent Solicitation, we will not be required to issue New Notes, and we may terminate the Exchange Offer and the Consent Solicitation or, at our option, modify, extend or otherwise amend the Exchange Offer and the Consent Solicitation, if any of the following events occur or exist on or before the Expiration Date:

(1) any action or event shall have occurred or been threatened, or action shall have been taken, or any statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed to be applicable to the Exchange Offer and the Consent Solicitation or the exchange of Old Notes for New Notes in the Exchange Offer by or before any court or governmental regulatory or administrative agency, authority or tribunal, including, without limitation, taxing authorities, that either:

(2) there shall have occurred (a) any general suspension of or material limitation on trading in securities on the New York Stock Exchange, the NASDAQ Stock Market, the Colombian Stock Exchange (Bolsa de Valores de Colombia) or any other exchange or over-the-counter market in the United States or Colombia or any establishment of minimum prices on any of such exchanges or such market by such exchange or by any regulatory body having jurisdiction over such exchange or market; (b) any suspension of trading of any securities issued or guaranteed by us on any exchange or the over-the-counter market in the United States or Colombia; (c) a declaration of a general moratorium on commercial banking activities by U.S. federal or New York state authorities or by Colombian authorities; (d) any outbreak or escalation of national or international hostilities or any change in financial markets or any calamity or crisis; (e) any material adverse change or development involving a prospective material adverse change in taxation, exchange controls or other applicable law or regulation in the United States or Colombia directly affecting the New Notes or the imposition of restrictions on repatriation of remittances or interest payments or dividends from Colombia; or (f) a material adverse change in Colombian, U.S. or international monetary, general economic, political or financial conditions; or

(3) the trustee with respect to the Old Notes Indenture shall have objected in any respect to, or taken any action that could, in our reasonable judgment, adversely affect the consummation of the Exchange Offer and the Consent Solicitation or the exchange of Old Notes for New Notes in the Exchange Offer, or the trustee shall have taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offer and the Consent Solicitation or the exchange of Old Notes for New Notes in the Exchange Offer.

In addition, the Exchange Offer and Consent Solicitation are subject to the valid tender, without subsequent withdrawal, of at least 95% (including any Old Notes which are owned by us or our affiliates) in aggregate principal amount of the outstanding Old Notes on or prior to the Expiration Date (the “Minimum Tender Condition”); provided however that the Proposed Amendments will only be operative if at least a majority (not including any Old Notes which are owned by us or our affiliates) in aggregate amount of the Old Notes is validly tendered and not validly withdrawn on or prior to the Expiration Date.

The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, at our absolute discretion. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding. Our failure at any time to exercise any of our rights will not be deemed a waiver of any other right, and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

If any of the foregoing conditions are not satisfied, we may, at any time on or before the Expiration Date:

Purchases of Old Notes by Us

We reserve the right, in our absolute discretion, to purchase or make offers to purchase any Old Notes that remain outstanding subsequent to the Expiration Date and, to the extent permitted by applicable law, to purchase Old Notes in the open market, in privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer and the Consent Solicitation. Any purchase or offer to purchase will not be made except in accordance with applicable law.

Certain Consequences to Holders of Old Notes Not Tendering in the Exchange Offer and the Consent Solicitation

Consummation of the Exchange Offer and the Consent Solicitation may have adverse consequences to holders of Old Notes who elect not to tender their Old Notes in the Exchange Offer. In particular, the trading market for Old Notes that are not exchanged could become more limited than the existing trading market for the Old Notes and could cease to exist altogether due to the reduction in the amount of the Old Notes outstanding upon consummation of the Exchange Offer and the Consent Solicitation. A more limited trading market might adversely affect the liquidity, market price and price volatility of the Old Notes. Furthermore, we cannot assure you that ratings on the Old Notes will be maintained. See “Risk Factors—Risks Related to the Exchange Offer, the Consent Solicitation and the Old Notes.”

Effect of Tender

Any tender of Old Notes by a holder, and our subsequent acceptance of that tender, will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the Exchange Offer and the Consent Solicitation described in this Statement. The acceptance of the Exchange Offer and the Consent Solicitation by a tendering holder of Old Notes will constitute the agreement by that holder to deliver to us good and marketable title to the tendered Old Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Eligibility to Participate in the Exchange Offer

You may not copy or distribute this Statement in whole or in part to anyone without our prior consent. This Statement is a confidential document that is being provided for informational use solely in connection with the consideration of the Exchange Offer and Consent Solicitation and an investment in the New Notes to Eligible Holders. Only Eligible Holders who have returned a duly completed Eligibility Letter certifying that they are (a) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), and (b) persons other than “U.S. persons” as defined in Regulation S under the Securities Act, who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, are authorized to receive and review this Statement and participate in the Exchange Offer. If you are not an Eligible Holder, you should dispose of this Statement. Each Eligible Holder that tenders its outstanding Old Notes and/or delivers its Consents in this Exchange Offer and Consent Solicitation will be agreeing with and making the representations, warranties and agreements as set forth under “—Representations, Warranties and Covenants of Holders of Old Notes” and “Transfer Restrictions.”

Representations, Warranties and Covenants of Holders of Old Notes

Pursuant to an agent’s message (as defined below under “—Book-Entry Delivery Procedures for Tendering Old Notes Held with DTC”), a holder, or the beneficial owner of Old Notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the Exchange Offer and the Consent Solicitation generally, be deemed, among other things, to:

(1) irrevocably sell, assign and transfer to us all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all Old Notes tendered thereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against us or any fiduciary, trustee, agent or other person connected with the Old Notes arising under, from or in connection with those Old Notes;

(2) waive any and all rights with respect to the Old Notes tendered thereby, including, without limitation, any existing or past defaults and their consequences in respect of those Old Notes; and

(3) conclusively, absolutely, unconditionally, irrevocably, and forever release and discharge us and the trustee for the Old Notes from any and all claims that the holder may have, now or in the future, arising from, under, out of or in any way related to the Old Notes tendered thereby, including, without limitation, any claims that the holder is entitled to receive additional principal or interest payments with respect to the Old Notes tendered thereby, other than accrued and unpaid interest on the Old Notes or as otherwise expressly provided in this statement, or to participate in any redemption or defeasance of the Old Notes tendered thereby.

In addition, each holder of Old Notes will be deemed to represent, warrant and agree that:

(4) it has received and reviewed this Statement;

(5) it is the beneficial owner of, or a duly authorized representative of one or more beneficial owners of, the Old Notes tendered thereby, and it has full power and authority to consent;

(6) the Old Notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and we will acquire good, indefeasible and unencumbered title to those Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same;

(7) it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Notes tendered thereby from the date of the consent, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

(8) it is, or, in the event that it is acting on behalf of a beneficial owner of the Old Notes tendered thereby, it has received a written certification from that beneficial owner, dated as of a specific date on or since the close of that beneficial owner’s most recent fiscal year, to the effect that such beneficial owner is (a) a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act or (b) not a U.S. person or acquiring for the account or benefit of one or more U.S. persons (other than as a distributor) and is acquiring New Notes outside the United States in accordance with Regulation S under the Securities Act;

(9) in evaluating the Exchange Offer and the Consent Solicitation and in making its decision whether to participate in the Exchange Offer and the Consent Solicitation by tendering its Old Notes, it has made its own independent appraisal of the matters referred to in this Statement in any related communications and it is not relying on any statement, representation or warranty, express or implied, made to it by us, the Exchange Agent and Information Agent, the trustee or the Dealer Manager, other than those contained in this Statement, as amended or supplemented through the Expiration Date;

(10) the execution and delivery of the Consent shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in this Statement;

(11) the submission of the Consent to the Exchange Agent and Information Agent shall, subject to a holder’s ability to withdraw its tender prior to the Withdrawal Date, and subject to the terms and conditions of the Exchange Offer and the Consent Solicitation, constitute the irrevocable appointment of the Exchange Agent and Information Agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Old Notes tendered thereby in favor of us and to deliver those forms of transfer and other documents in the attorney’s and agent’s discretion and the certificates and other documents of title relating to the registration of Old Notes and to execute all other documents and to do all other acts and things as may be in the opinion of that attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer and the Consent Solicitation, and to vest in us those Old Notes;

(12) if the Old Notes are assets of (i) an “employee benefit plan” as defined in the U.S. Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) that is subject to Title I of ERISA; (ii) a “plan” as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); (iii) a “governmental plan” as defined in Section 3(32) of ERISA or any other plan that is subject to a law substantially similar to Title I of ERISA or Section 4975 of the Code; or (iv) an entity deemed to hold plan assets of any of the foregoing, the exchange of the Old Notes and the acquisition, holding and disposition of the New Notes will not result in a non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any substantially similar applicable law;

(13) the terms and conditions of the Exchange Offer and the Consent Solicitation shall be deemed to be incorporated in, and form a part of, the Consent, which shall be read and construed accordingly;

(14) it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is:

(15) it is not an investor resident in a Member State of the EEA, or, if it is resident in a Member State of the EEA, it is a qualified investor (within the meaning of the Prospectus Regulation) and not a retail investor (as defined in the “PRIIPs Regulation”);

(16) it is not an investor resident in Colombia, or, if it is located in Colombia:

(17) it and the person receiving New Notes have observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from any of them in each respect in connection with any offer or acceptance in any jurisdiction, and that it and such person or persons have not taken or omitted to take any action in breach of the terms of the Exchange Offer and Consent Solicitation or which will or may result in the Company or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Exchange Offer and Consent Solicitation, the tender of Old Notes or delivery of Consents in connection therewith;

(18) it is otherwise a person to whom it is lawful to make available this Statement or to make the Exchange Offer and Consent Solicitation in accordance with applicable laws (including the transfer restrictions set out in this Statement);

(19) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring the New Notes and that it and any accounts for which it is acting are each able to bear the economic risks of its or their investment;

(20) it is not acquiring the New Notes with a view toward any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; provided that the disposition of its property and the property of any accounts for which it is acting as fiduciary will remain at all times within its control;

(21) it acknowledges that the Company, the Dealer Manager and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and warranties made by its submission of a tender in accordance with the procedures set forth herein, are, at any time prior to the consummation of the Exchange Offer and Consent Solicitation, no longer accurate, it shall promptly notify the Company and the Dealer Manager. If it is tendering the Old Notes and/or delivering Consents as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account; and

(22) neither it nor the person receiving New Notes is acting on behalf of any person who could not truthfully make the foregoing representations, warranties and undertakings.

Each holder of Old Notes that submits a consent, or agrees to the terms of a consent pursuant to an agent’s message, will also be deemed to represent, warrant and agree to the terms described under “Transfer Restrictions.”

The representations, warranties and agreements of a holder tendering Old Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Statement, the “beneficial owner” of any Old Notes means any holder that exercises investment discretion with respect to those Old Notes.

Absence of Dissenters’ Rights

Holders of the Old Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer and the Consent Solicitation.

Acceptance of Old Notes for Exchange and Delivery of New Notes

On the Settlement Date, New Notes to be issued in partial or full exchange for Old Notes in the Exchange Offer and the Consent Solicitation, if consummated, will be delivered in book-entry form, and transmitted to tendering holders by DTC.

We will be deemed to accept validly tendered Old Notes that have not been validly withdrawn as provided in this Statement when, and if, we give oral or written notice of acceptance to the Exchange Agent and Information Agent. Subject to the terms and conditions of the Exchange Offer and the Consent Solicitation, delivery of the New Notes will be made at the direction of the Exchange Agent and Information Agent on the Settlement Date upon receipt of that notice. If any tendered Old Notes are not accepted for any reason described in the terms and conditions of the Exchange Offer and the Consent Solicitation, such unaccepted Old Notes will be returned without expense to the tendering holders as promptly as practicable after the expiration or termination of the Exchange Offer and the Consent Solicitation.

Procedures for Tendering

In order to meet the deadlines set forth in this Statement, custodians and clearing systems may require you to act on a date prior to the Expiration Date. Additionally, they may require further information in order to process all requests to tender. Holders are urged to contact their custodians and clearing systems as soon as possible to ensure compliance with their procedures and deadlines.

If you wish to participate in the Exchange Offer and the Consent Solicitation and your Old Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Old Notes on your behalf pursuant to the procedures of that custodial entity.

To participate in the Exchange Offer and the Consent Solicitation, you must either:

The procedures by which you may tender or cause to be tendered Old Notes will depend upon the manner in which the Old Notes are held, as described below.

The Exchange Agent anticipates that the Exchange Offer and the Consent Solicitation will be eligible for ATOP with respect to book-entry Old Notes held through DTC. An agent’s message in lieu of a Consent, and any other required documents, must be transmitted to and received by the Exchange Agent on or before the Expiration Date. Old Notes will not be deemed to have been tendered until the agent’s message, is received by the Exchange Agent.

If you are a beneficial owner which holds Old Notes through Euroclear or Clearstream and wish to tender your Old Notes, you must instruct Euroclear or Clearstream, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures established by Euroclear or Clearstream. You are encouraged to contact your Euroclear or Clearstream accountholder directly to ascertain the procedures for tendering Old Notes.

No guaranteed delivery procedures are provided in order to tender your Old Notes in the Exchange Offer and the Consent Solicitation. To validly tender your Old Notes, an agent’s message must be received by the Exchange Agent on or before the Expiration Date.

Book-Entry Delivery Procedures for Tendering Old Notes Held with DTC

If you wish to tender Old Notes held on your behalf by a nominee with DTC, you must:

Any financial institution that is a participant in DTC must tender Old Notes that are held through DTC by effecting a book-entry transfer of Old Notes to be tendered in the Exchange Offer and the Consent Solicitation into the account of the Exchange Agent at DTC by electronically transmitting its acceptance of the Exchange Offer and the Consent Solicitation through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC, which we refer to as a “participant,” tendering Old Notes that the participant has received and agrees to be bound by the terms of the Consent and that we may enforce the agreement against the participant. Consents will automatically be delivered with any submission through ATOP.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Old Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Old Notes determined by us not to be in proper form or not to be tendered properly or any tendered Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular Old Notes, whether or not waived in the case of other Old Notes. Our interpretation of the terms and conditions of the Exchange Offer and the Consent Solicitation, including the terms and instructions in the consent, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old Notes, none of us, the Exchange Agent, the Dealer Manager or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Old Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee for the Old Notes. Holders may contact the Exchange Agent for assistance with these matters.

Withdrawal of Tenders and Revocation of Consents

Tenders of Old Notes may be validly withdrawn at any time prior to 5:00 p.m. (New York City time) on the Withdrawal Date, but thereafter are irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by us).

To be effective, the withdrawal of a tender and revocation of the related Consent or a properly transmitted “Request Message” through DTC’s ATOP system for a withdrawal of a tender (and the related revocation of the Consent) must be received by the Exchange Agent and Information Agent prior to the applicable Withdrawal Deadline.

A withdrawal of Existing Notes and the revocation of Consents can only be accomplished in accordance with the foregoing procedures.

If the Old Notes to be withdrawn are held through the clearing systems, you must contact your custodian to arrange for the withdrawal of previously tendered Old Notes. No such withdrawal will be effective unless the Request Message described above is received through DTC’s ATOP system. The clearing systems may impose additional deadlines in order to process these withdrawal instructions to ATOP.

Withdrawal of tenders of Old Notes may not be rescinded, and any Old Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer and the Consent Solicitation. Tendering holders may not withdraw their validly tendered Old Notes without revoking their Consents and may not revoke their Consents without withdrawing any validly tendered Old Notes. Validly withdrawn Old Notes may, however, be tendered again by following one of the procedures described under “—Procedures for Tendering” on or before the Expiration Date.

Information Related to the Agents

Exchange Agent and Information Agent

Epiq Corporate Restructuring, LLC has been appointed as the Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation. Questions concerning tender procedures and requests for additional copies of this Statement should be directed to the Exchange Agent and Information Agent at the address and telephone numbers listed on the back cover page of this Statement. Holders of Old Notes should contact their commercial bank, broker, dealer, trust company or other nominee for assistance in tendering its Old Notes in the Exchange Offer and the Consent Solicitation. We will pay the Exchange Agent and Information Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the Exchange Offer and the Consent Solicitation.

Dealer Manager

We have retained BCP Securities, Inc. to act as exclusive Dealer Manager for the Exchange Offer and for the Consent Solicitation. We will pay a fee to the Dealer Manager for soliciting acceptances of the Exchange Offer and the Consent Solicitation. We will also reimburse the Dealer Manager for certain of its reasonable out-of-pocket expenses. The obligations of the Dealer Manager to perform its functions are subject to various conditions. We have agreed to indemnify the Dealer Manager against various liabilities, including various liabilities under the federal securities laws. Questions regarding the terms of the Exchange Offer may be directed to the Dealer Manager at the address and telephone numbers listed on the back cover page of this Statement.

The Dealer Manager and its affiliates may in the future provide investment banking and other commercial services in the ordinary course of business to us and our affiliates, for which they will receive, customary fees and commissions.

At any given time and in compliance with applicable laws and regulations, the Dealer Manager or its affiliates may trade the Old Notes, the New Notes or our other securities for their respective accounts or for the accounts of their respective customers and, accordingly, may hold a long or short position in the Old Notes or the New Notes.

Announcements

We may make any announcement required pursuant to the terms of this Statement or required or permitted by the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or the rules promulgated thereunder through a reasonable press release or other public announcement in our sole discretion.

Other Fees and Expenses

We will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Statement and related documents to the beneficial owners of Old Notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer and the Consent Solicitation other than the Dealer Manager, as described above.

Tendering holders of Old Notes will not be required to pay any fee or commission to the Dealer Manager. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

THE PROPOSED AMENDMENTS

The Old Notes were issued pursuant to the indenture, dated as of February 7, 2020, among the Company and The Bank of New York Mellon, as trustee (the “Old Notes Indenture”).

The following summarizes the Proposed Amendments to the Old Notes Indenture for which consents are being sought pursuant to the Consent Solicitation. The summary set forth below of the provisions of the Old Notes Indenture that are affected by the Proposed Amendments is qualified in its entirety by reference to the full and complete terms in the Old Notes Indenture, copies of which are available upon request without charge from the Exchange Agent and Information Agent. The Proposed Amendments, if adopted by the holders, would, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Old Notes Indenture.

Pursuant to the terms of the Old Notes Indenture, the Proposed Amendments set forth below require the Requisite Consents. The Proposed Amendments constitute a single proposal, and a tendering and consenting Eligible Holder must consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments. If the Proposed Amendments become effective, the holders of any Old Notes that are not tendered and accepted for purchase pursuant to the Exchange Offer will be bound by the Proposed Amendments.

The valid tender of Old Notes by an Eligible Holder pursuant to the Exchange Offer and Consent Solicitation will be deemed to constitute a consent by such Eligible Holder to the Proposed Amendments. We are not soliciting and will not accept consents from Eligible Holders who are not tendering their Old Notes pursuant to the Exchange Offer and Consent Solicitation.

Amendments to Restrictive Covenants in the Old Notes Indenture. The Proposed Amendments would, in substance, eliminate the following sections and subsections from the Old Notes Indenture:

Amendments to Events of Default in the Old Notes Indenture. The Proposed Amendments also would eliminate the following Events of Default by deleting each clause referenced below in its entirety:

Amendments to Redemption Provisions in the Old Notes Indenture. The Proposed Amendments also would:

Amendments to Legal Defeasance and Covenant Defeasance in the Old Notes Indenture. The Proposed Amendments would eliminate the following provisions of Section 8.02 contained in the Old Notes Indenture governing legal defeasance and covenant defeasance by deleting each provision referenced below in its entirety:

The Proposed Amendments to the Old Notes Indenture would eliminate any references in the Old Notes Indenture and the Old Notes to the deleted sections or subsections and any defined terms in the Old Notes Indenture that are used solely in those deleted sections or subsections. We expect to execute with the trustee an Old Notes Supplemental Indenture to the Old Notes Indenture, providing for the Proposed Amendments, promptly after receipt of the Requisite Consents. The Old Notes Supplemental Indenture will be effective immediately upon execution thereof, but the provisions thereof will not be operative until the Settlement Date.

The foregoing is qualified in its entirety by reference to the Old Notes Indenture and the form of Old Notes Supplemental Indenture, copies of which are available upon request without charge from the Exchange Agent and Information Agent.

In addition to the foregoing, execution and delivery of the Consent will constitute an express waiver by a consenting holder of the Old Notes with respect to all claims against us of any breach, default or event of default that may have arisen under the Old Notes Indenture.

In order to be adopted, the Proposed Amendments must be consented to by the holders of at least a majority of the outstanding aggregate principal amount of the Old Notes (not including any Old Notes which are owned by us or our affiliates) (the “Requisite Consents”). The supplemental indenture reflecting the Proposed Amendments (the “Old Notes Supplemental Indenture”) may be executed promptly following the date on which the Requisite Consents to the Proposed Amendments are received, which may be prior to the Expiration Date. The Old Notes Supplemental Indenture will become effective immediately upon its execution and delivery by the parties thereto; however, the Proposed Amendments contained therein will not become operative until the acceptance for exchange of Old Notes upon the terms and subject to the conditions set forth in this Statement.

The Proposed Amendments constitute a single proposal for the Consent Solicitation, and a consenting holder must consent to the Proposed Amendments applicable to all Old Notes tendered by that holder as an entirety and may not consent selectively with respect to certain of the Proposed Amendments. If the Proposed Amendments become operative, all holders who do not validly tender and not withdraw their Old Notes in the Exchange Offer and the Consent Solicitation will be bound by the Proposed Amendments even though they did not consent to the Proposed Amendments. Any Eligible Holder who exchanges Old Notes for New Notes pursuant to the Exchange Offer and the Consent Solicitation must also deliver its consent to the Proposed Amendments with respect to the Old Notes tendered. Eligible Holders may not deliver consents in the Consent Solicitation without exchanging their Old Notes for the New Notes in the Exchange Offer and the Consent Solicitation.

DESCRIPTION OF THE NEW NOTES

We will issue the notes under an indenture (the “Indenture”), to be dated the Issue Date, between us and The Bank of New York Mellon, as trustee (the “Trustee”), registrar (the “Registrar”), paying agent (the “Paying Agent”) and transfer agent. We summarize below certain provisions of the Indenture, but do not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights. You can obtain a copy of the Indenture in the manner described under “Available Information.”

You can find the definition of capitalized terms used in this section under “—Certain Definitions.” When we refer to:

If the notes are issued in the Exchange Offer, they will be issued in a private transaction that is not subject to the registration requirements of the Securities Act and will be subject to certain restrictions on transfer. If the notes are issued under the Plan instead of the Exchange Offer, they will be issued pursuant to section 1145(a) of the Bankruptcy Code, and therefore will not be deemed restricted securities. Accordingly, upon issuance, such notes issued under the Plan will be freely tradable by any holder not deemed an underwriter in the public market without restriction or further registration under the Securities Act, subject to applicable law. See “Transfer Restrictions.”

General

The notes will:

As of September 30, 2023, we had total Indebtedness excluding transaction costs of Ps.1,700,111 million (US$419 million), of which Ps.516,564 million (US$127 million) was secured by collateral. After giving effect to the Exchange Offer,” as of September 30, 2023 we would have had total Indebtedness excluding transaction costs of Ps.1,518,286 million (US$375 million), of which Ps.1,185,904 million (US$293 million) would have been secured by collateral.

Additional Notes

Subject to the limitations set forth under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness,” the Company and its Subsidiaries may incur additional Indebtedness. At the Company’s option, this additional Indebtedness may consist of additional notes (“Additional Notes”) issued by the Company in one or more transactions, which have identical terms (other than issue date and issue price) as the notes issued on the Issue Date; provided that such Additional Notes will either be (i) fungible with the original notes for U.S. federal income tax purposes or (ii) issued under a separate CUSIP number. Holders of Additional Notes will have the right to vote together with holders of notes issued on the Issue Date as one class.

Principal, Maturity and Interest

For every US$ 1,000 of its Old Notes, the Company will issue US$750 in aggregate principal amount of notes, plus Capitalized Interest (such accrued and unpaid interest subject to the same 25% reduction as the principal amount of the Old Notes), for a maximum of up to US$165.12 million. The notes and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase the notes. (See “—Additional Notes”.)

The Company will issue notes in denominations of US$1,000 and integral multiples of US$1.00 in excess thereof. The notes will mature on February 7, 2029, at which time the principal amount of the notes outstanding on such date will become due and payable. The redemption price of the notes outstanding on such date will be 100.0%, plus accrued and unpaid interest; however, the Company may redeem the notes, at its option, in whole or in part prior to such date. See “—Optional Redemption” below. The notes will not be entitled to the benefit of any mandatory sinking fund.

Interest on the New Notes will accrue from and including February 7, 2024. If the notes are issued through the Exchange Offer or the Plan, interest on the notes will accrue from February 7, 2024 at the rate of 4.00% per annum, with a step-up to 5.00% per annum beginning with the interest payment due on February 7, 2025 and a step-up to 11.00% per annum beginning with the interest payment due on August 7, 2026, and will be payable semi-annually in arrears on each February 7 and August 7, commencing on August 7, 2024. Payments will be made to the persons who are registered holders at the close of business on January 23 and July 23, respectively, immediately preceding the applicable interest payment date. The final payment on any registered note, however, will be made only upon presentation and surrender of such note at the office of any Paying Agent.

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 and including February 7, 2024. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The redemption of notes with unpaid and accrued interest to the date of redemption will not affect the right of holders of record on a record date to receive interest due on an interest payment date.

Initially, the Trustee will act as Paying Agent and Registrar for the notes. The Company may change the Paying Agent and Registrar without notice to holders. Payments on the notes will be made at the office or agency of the Paying Agent and Registrar in New York City.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal of or interest on the notes that remains unclaimed for two years, and, thereafter, holders entitled to any such money must look to the Company for payment as general creditors.

Security

General

The New Notes will be secured by (i) a first-priority Lien (subject to Collateral Permitted Liens) on the Company’s loan portfolio (excluding Special Purpose Finance Trusts) and (ii) a second-priority Lien (subject to Collateral Permitted Liens) on a Special Purpose Finance Trust (patrimonio autónomo) (collectively, the “Collateral”), in each case pursuant to a pledge agreement or a security trust agreement (contrato de fiducia en garantía) (collectively, the “Collateral Documents”) to be entered into from time to time by the Company and any Guarantors (collectively, the “Grantors”), a trust company in Colombia, a collateral agent in Colombia, and other collateral agents that may be appointed from time to time under the Indenture (collectively, the “Collateral Agent”), for the benefit of the Holders of the New Notes.

Initially, the Collateral will consist of at least US$165 million of first-priority Liens and second priority Liens.

The indenture and security documents will permit the release of the Collateral only in certain limited circumstances. To the extent the value of the loan portfolio secured by the first-priority lien and second-priority lien falls below the aggregate outstanding principal amount of the New Notes (due to repayments of the loans or other fluctuations in the value of the loan portfolio other than due to exchange rate fluctuations), the Company will be required to include additional Collateral (in the form of cash or assets in the loan portfolio having comparable creditworthiness to the average creditworthiness of the existing Collateral) in an amount such that the total Collateral is at least equal to the value of the aggregate outstanding principal amount of the New Notes. The value of the collateral will be tested on a semi-annual basis on each interest payment date using an exchange rate of Ps. 4,000 to US$1.00, and such amount will be certified on an Officers’ Certificate delivered to the Trustee and the Collateral Agent within 30 days.

Within 90 days of the Issue Date, Liens will be created and perfected on the Collateral. If the Company does not create the required Liens by the applicable date there would be a potential Event of Default. See clause (9) under “—Events of Default.”

The Liens created will be governed by Colombian law and remedies including foreclosure will be subject to Colombian law. In order to be perfected and enforceable against third parties, Liens on the Collateral will require registration in the national centralized registry for security over movable assets (Registro de Garantías Mobiliarias) created by Law 1676 of 2013.

There are certain risks related to the Collateral and the ability of the Collateral Agent to foreclose on the Collateral.

See “Risk Factors—Risks Related to the Collateral.”

Use of the Collateral

Subject to the terms and conditions of the Indenture and the Collateral Documents, the Company may retain possession and use and have the right to partially exploit the Collateral (to the extent necessary to service the respective loan portfolio or to comply with any other obligation under such Collateral Documents), including proceeds in respect thereof, in the ordinary course of its business, in each case unless and until the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, instructs otherwise or takes other enforcement action in accordance with the terms of the Collateral Documents. See “Enforcement and Disposition of Collateral” below. In addition, the Collateral Documents will provide that, upon the occurrence and during the continuance of an Event of Default, all rights of each Grantor to receive cash proceeds from the Collateral will automatically cease and the Collateral Agent shall thereupon be authorized and empowered to collect and receive all cash proceeds of the Collateral.

Upon the full and final payment and performance by the Company of the Obligations under the New Notes, the Indenture and the Collateral Documents will terminate and the Liens on all of the Collateral will be released.

Enforcement and Disposition of Collateral

For so long as an Event of Default has occurred and is continuing, and subject to certain limitations, the Collateral Agent may be directed in writing by the holders of the New Notes, directly or through the trustee for the New Notes, to take (or to refrain from taking) such action or exercise such power only upon the written instruction of the holders of at least 25% in aggregate principal amount of the New Notes then outstanding and if such holders have offered to the Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense, and provided always that if the Collateral Agent receives conflicting instructions, those supported by holders representing a greater aggregate principal amount will prevail.

The cash proceeds of sales of, or collections on, any Collateral received upon the exercise of remedies, including pursuant to a bankruptcy proceeding (to the extent permitted by Insolvency Law), will be applied pursuant to the Collateral Documents in the following order of priority:

No appraisal of any of the Collateral has been prepared by or on behalf of the Company in connection with the issuance and sale of the New Notes or otherwise. There can be no assurance that the proceeds from the sale of the Collateral in whole or in part pursuant to the Collateral Documents would be sufficient to satisfy payments due in respect of the New Notes. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value. The exercise of remedies may be restricted or limited with respect to some or all of the Collateral. In addition, certain of the Collateral may be subject to additional legal or other restrictions that may inhibit or significantly delay its disposition. Accordingly, there can be no assurance that the Collateral can be disposed of in a short period of time, or at all.

Release of Liens in Respect of New Notes

The Collateral Agent’s priority Liens upon the Collateral will no longer secure the New Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the New Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral will terminate and be discharged, in which case the Collateral Agent shall execute and allow the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral, upon the receipt by the Collateral Agent from the Trustee of written notice as to any of the following:

Guarantees

If after the date of the Indenture the Company or any of its future Restricted Subsidiaries acquires or creates a Restricted Subsidiary that is or becomes an Eligible Subsidiary, the Company must cause such Eligible Subsidiary to provide a guarantee of the notes (a “Note Guarantee”).

Each Note Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

The Note Guarantee of a Guarantor will terminate upon:

Not all of our Restricted Subsidiaries will guarantee the notes. Only Eligible Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. In addition, holders of minority equity interests in Subsidiaries may receive distributions prior to or pro rata with the Company depending on the terms of the equity interests. See “Risk Factors—Risks Related to the New Notes and our Indebtedness—Payments on the New Notes will be effectively junior to any of our secured indebtedness and structurally junior to debt obligations of our subsidiaries.”

As of the Issue Date, the Company does not have any Subsidiaries.

Additional Amounts

The Company, and the Guarantors, if any, will pay to holders of the notes all present or future taxes, duties, assessments or other governmental charges, including interest or penalties (“Taxes”), imposed with respect to that payment by a Colombian taxing authority or any other jurisdiction in which the Company is organized or resident for tax purposes or through which the Company, or the Guarantors, if any make a payment on the notes or the Note Guarantees (a “Relevant Jurisdiction”), or any political subdivision or taxing authority thereof or therein (“Additional Amounts”) that may be necessary so that every net payment of interest, any premium paid upon redemption of the notes or principal to holders of the notes will not be less than the amount provided for in the notes.

Our obligation to pay Additional Amounts is subject to several important exceptions, however. The Company, and the Guarantors, if any, will not pay Additional Amounts to any holder for or solely on account of any of the following:

The third bullet point above does not require, and should not be construed as requiring, that any person, including any non-Colombian pension fund, retirement fund or financial institution, of any nature, register with the Colombian authorities to establish eligibility for an exemption from, or a reduction of, Colombian withholding tax.

Upon written request, the Company and the Guarantors, if any, will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Colombian taxes in respect of which we have paid any Additional Amount. We will make copies of such documentation available to the holders of the notes or the paying agent upon written request.

Any reference in this section, the Indenture, or the notes to principal, premium, interest or any other amount payable in respect of the notes by us will be deemed also to refer to any Additional Amount that may be payable with respect to that amount under the obligations referred to in this subsection.

In the event that Additional Amounts actually paid with respect to the notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the holder of such notes, and as a result thereof such holder is entitled to make a claim for a refund or credit of such excess from the withholding agent imposing such withholding tax, then such holder shall, by accepting such notes, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to us. However, by making such assignment, the holder makes no representation or warranty that we will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto, including taking any action for such refund to be repaid.

In the event of any merger or other transaction described and permitted under “—Certain Covenants—Limitation on Merger, Consolidation and Sale of Assets,” then all references to Colombia, Colombian law or regulations, and Colombian taxing authorities under this section “—Additional Amounts” (other than the third paragraph above) and under “—Optional Redemption—Optional Redemption for Changes in Withholding Taxes” shall be deemed to also include the relevant Qualified Merger Jurisdiction, the law or regulations of the relevant Qualified Merger Jurisdiction, and any taxing authority of the relevant Qualified Merger Jurisdiction, respectively.

Optional Redemption

At any time and from time to time, the Company may, at its option, redeem any of the notes, in whole or in part, on at least 30 days’ but not more than 60 days’ notice, at a redemption price equal to 100.0% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the date of redemption, plus Additional Amounts, if any (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Optional Redemption Procedures

In the event that less than all of the notes are to be redeemed at any time, selection of notes for redemption will be made by the Trustee on a pro rata basis, by lot or by any other method as may be required by DTC in accordance with its applicable procedures. No notes of a principal amount of US$1,000 or less may be redeemed in part and notes of a principal amount in excess of US$1,000 may be redeemed in multiples of US$1.00 only.

Notice of any redemption will be delivered at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. If notes are to be redeemed in part only, the notice of redemption will state the portion of the principal amount thereof to be redeemed. We will give notice of any redemption to the Trustee no later than 15 days (unless a shorter period is acceptable to the Trustee) prior to the date such notice is given to the holders of the notes. A new note in a principal amount equal to the unredeemed portion thereof (if any) will be issued in the name of the holder thereof and delivered to such holder upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate).

The Company will pay the redemption price for any note together with accrued and unpaid interest thereon to, but excluding, the date of redemption. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any notes by the Company, such redeemed notes will be cancelled.

Notwithstanding the foregoing provisions of this “—Optional Redemption” section, the Company and its Subsidiaries are not prohibited from acquiring the notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise.

Change of Control Triggering Event

Upon the occurrence of a Change of Control (a “Change of Control Triggering Event”), each holder will have the right to require that the Company purchase all or a portion (in minimum principal amounts of US$1,000 and integral multiples of US$1.00 in excess thereof) of the holder’s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon and any Additional Amounts, if any, to, but excluding, the date of purchase (the “Change of Control Triggering Event Payment”).

Within 30 days following the date upon which the Change of Control Triggering Event occurred, the Company must deliver a notice to each holder, with a copy to the Trustee, offering to purchase the notes as described above (a “Change of Control Triggering Event Offer”). The Change of Control Triggering Event Offer shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is delivered, other than as may be required by law (the “Change of Control Triggering Event Payment Date”).

On the Change of Control Triggering Event Payment Date, the Company will, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Triggering Event Offer;

(2) deposit with the Paying Agent funds in an amount equal to the Change of Control Triggering Event Payment in respect of all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Company.

If only a portion of a note is purchased pursuant to a Change of Control Triggering Event Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made, as appropriate).

The Company will not be required to make a Change of Control Triggering Event Offer upon a Change of Control Triggering Event if (l) a third party makes the Change of Control Triggering Event Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Triggering Event Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Triggering Event Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

A Change of Control Triggering Event Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Triggering Event Offer. Notes repurchased by the Company pursuant to a Change of Control Triggering Event Offer will have the status of notes issued but not outstanding or will be retired and canceled, at the option of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of notes issued and outstanding.

In the event that holders of not less than 95% of the aggregate principal amount of the outstanding notes accept a Change of Control Triggering Event Offer and the Company or a third party purchases all of the notes held by such holders, the Company will have the right, on not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Triggering Event Offer described above, to redeem all of the notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Triggering Event Payment plus, to the extent not included in the Change of Control Triggering Event Payment, accrued and unpaid interest, if any, on the notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Other existing and future Indebtedness of the Company may contain prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase the notes upon a Change of Control Triggering Event would cause a default under such Indebtedness even if the Change of Control itself does not.

If a Change of Control Triggering Event Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Triggering Event Payment for all the notes that might be delivered by holders seeking to accept the Change of Control Triggering Event Offer. In the event the Company is required to purchase outstanding notes pursuant to a Change of Control Triggering Event Offer, the Company expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations and any other obligations in respect of Senior Indebtedness. However, there can be no assurance that the Company would be able to obtain necessary financing.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of notes in connection with a Change of Control Triggering Event Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control Triggering Event” provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by doing so.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Certain Covenants

Suspension of Covenants

During any period of time that (i) the notes have Investment Grade Ratings from at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”, and the date on which such Covenant Suspension Event occurs being referred to as a “Suspension Date”), the Company and its Restricted Subsidiaries will not be subject to the provisions of the Indenture described under:

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one of the Rating Agencies withdraws its Investment Grade Rating or downgrades its rating assigned to the notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified as having been incurred pursuant to clause (1) of “—Limitation on Incurrence of Additional Indebtedness” below or one of the clauses set forth in clause (2) of “—Limitation on Incurrence of Additional Indebtedness” below (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to the first or second clauses of “—Limitation on Incurrence of Additional Indebtedness,” such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause 2(m) of “—Limitation on Incurrence of Additional Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. The Company will notify the Trustee of the occurrence of any Suspension Date or Reversion Date within 10 business days of its occurrence. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Limitation on Incurrence of Additional Indebtedness

(1) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that the Company may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom the Capitalization Ratio of the Company is greater than 13.5%.

(2) Notwithstanding clause (1) above, the Company and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”):

(4) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, (i) the outstanding principal amount of any item of Indebtedness will be counted only once, (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with Applicable GAAP, and (iii) Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Indebtedness which is otherwise included in the determination of any particular amount of Indebtedness will not be included. Accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided that any such outstanding additional Indebtedness or Disqualified Capital Stock paid in respect of Indebtedness Incurred pursuant to any provision of clause (2) of this covenant will be counted as Indebtedness outstanding thereunder for purposes of any future Incurrence under such provision. For purposes of determining compliance with this “—Limitation on Incurrence of Additional Indebtedness” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (2)(a) through (2)(o) above, or is entitled to be incurred pursuant to clause (1) of this covenant, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses, although the Company may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded as a result solely of fluctuations in exchange rates or currency values.

(5) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness or, in the case of revolving credit Indebtedness, first committed; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be that provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (x) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (y) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Guarantees

Except to the extent that the limitations set forth below expressly contravene, or result in a violation of, Colombian law, the Company will not permit any Restricted Subsidiary of the Company to Guarantee any Indebtedness of the Company or to secure any Indebtedness of the Company with a Lien on the assets of such Restricted Subsidiary, unless contemporaneously therewith (or prior thereto) effective provision is made to Guarantee or secure the notes on an equal and ratable basis with such Guarantee or Lien for so long as such Guarantee or Lien remains effective, and in an amount equal to the amount of Indebtedness so Guaranteed or secured. Any Guarantee by any such Restricted Subsidiary of Subordinated Indebtedness of the Company will be subordinated and junior in right of payment to the contemporaneous Guarantee of the notes by such Restricted Subsidiary.

In the event that any Restricted Subsidiary is required to Guarantee the notes in accordance with the preceding paragraph, such Restricted Subsidiary will be released and relieved of its obligations under such Guarantee in the event:

provided that, in each case, such transactions are carried out pursuant to and in accordance with all applicable covenants and provisions of the Indenture.

Limitation on Restricted Payments

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, take any of the following actions (each, a “Restricted Payment”):

if at the time of the Restricted Payment and immediately after giving effect thereto:

Notwithstanding the preceding paragraph, this covenant does not prohibit:

provided that the value of any such Qualified Capital Stock or Capital Securities used or the net proceeds of which are used to make a Restricted Payment pursuant to this clause (2) shall be excluded from clause (3)(B) of the first paragraph of this covenant;

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, amounts expended pursuant to clauses (1) (without duplication for the declaration of the relevant dividend), (4), (6) and (8) above shall be included in such calculation and amounts expended pursuant to clauses (2), (3), (5), (7) and (9) above shall not be included in such calculation.

Limitation on Asset Sales and Sales of Subsidiary Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

For purposes of the immediately preceding clause (b), each of the following will be deemed to be cash:

provided that, amounts received pursuant to clauses (1), (3) and (4) shall not be deemed to constitute Net Cash Proceeds for purposes of making an Asset Sale Offer.

The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such Asset Sale within 365 days thereof to:

To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within the 365 days of the Asset Sale as described in clause (a), (b) and/or (c) of the immediately preceding paragraph, the Company will make an offer to purchase notes (the “Asset Sale Offer”), at a purchase price equal to 100.0% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, to, but excluding, the date of purchase (the “Asset Sale Offer Amount”). The Company will purchase pursuant to an Asset Sale Offer from all tendering holders on a pro rata basis, and, at the Company’s option, on a pro rata basis with the holders of any other Senior Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of notes and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Sale by making an Asset Sale Offer prior to the expiration of the relevant 365-day period.

The purchase of notes pursuant to an Asset Sale Offer will occur not less than 20 business days following the date thereof, or any longer period as may be required by law, nor more than 45 days following the 365^th day following the Asset Sale (except in the case of clause (c)(3) in which case such period shall be extended for 180 days). The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of US$15.0 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of US$15.0 million, will be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds may be applied to temporarily reduce revolving credit borrowings or Invested in Cash Equivalents.

Each notice of an Asset Sale Offer will be delivered to the record holders as shown on the register of holders within 20 days following such 365th day, with a copy to the Trustee offering to purchase the notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is delivered, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, holders may elect to tender their notes in whole or in part in minimum principal amounts of US$1,000 and integral multiples of US$1.00 in excess thereof in exchange for cash.

On the Asset Sale Offer Payment Date, the Company will, to the extent lawful:

To the extent holders of notes and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not withdraw notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company will purchase the notes and the other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a note is purchased pursuant to an Asset Sale Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other applicable securities laws in connection with the purchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company will comply with those laws and regulations and will not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by doing so.

Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company and its Restricted Subsidiaries may use any remaining Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture.

Limitation on Securitization and Loan Receivables Backed Financing

The Company and its Restricted Subsidiaries may sell, transfer or otherwise dispose of accounts receivable to a Securitization Vehicle or a Special Purpose Finance Trust; provided that:

(1) the sale, transfer or other disposition is in connection with a Loan-Related Securitization or Loan Receivables Backed Financing, as the case may be; and

(2) the aggregate consideration received in each such sale, transfer or other disposition is at least equal to the Fair Market Value of the receivables sold or transferred.

Limitation on Designation of Unrestricted Subsidiaries

Except to the extent that the limitations set forth below expressly contravene, or result in a violation of, Colombian law, the Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Designation and any transactions between the Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with “— Limitation on Transactions with Affiliates”;

(2) at the time of and after giving effect to such Designation, the Company could Incur US$1.00 of additional Indebtedness pursuant to clause (1) of “—Limitation on Incurrence of Additional Indebtedness”;

(3) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of “— Limitation on Restricted Payments” or as a Permitted Investment in an amount (the “Designation Amount”) equal to the amount of the Company’s Investment in such Subsidiary on such date; and

(4) at the time of such Designation, neither the Company nor any Restricted Subsidiary will:

The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if:

(1) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; and

(2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the Indenture.

The Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. All Designations and Revocations must be evidenced by a certificate of the Chief Financial Officer of the Company, delivered to the Trustee certifying compliance with the preceding provisions.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Limitation on Layered Indebtedness

The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness that is subordinate in right of payment to any other Senior Indebtedness, unless such Indebtedness is expressly subordinate in right of payment to the notes, or the Note Guarantee, as the case may be, to the same extent and on the same terms as such Indebtedness is subordinate to such other Senior Indebtedness; provided that the foregoing limitation shall not apply to distinctions between categories of Senior Indebtedness that exist by reason of any Liens arising or created in respect of some but not all such Senior Indebtedness.

Limitation on Liens

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Liens of any kind (except for Permitted Liens) against or upon any of their respective properties or assets, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, to secure any Indebtedness or trade payables unless contemporaneously therewith effective provision is made to secure the notes and all other amounts due under the Indenture, equally and ratably with such Indebtedness or other obligation (or, in the event that such Indebtedness is subordinated in right of payment to the notes, prior to such Indebtedness or other obligation) with a Lien on the same properties and assets securing such Indebtedness or other obligation for so long as such Indebtedness or other obligation is secured by such Lien.

Limitation on Merger, Consolidation and Sale of Assets

The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not the Company is the surviving or continuing Person), or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s properties and assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), to any Person unless:

either:

For purposes of this covenant, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and its Restricted Subsidiaries), will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The provisions of clause (b) above will not apply to:

Upon any consolidation, combination or merger or any transfer of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries in accordance with this covenant, in which the Company is not the continuing corporation, the Surviving Entity formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the notes with the same effect as if such Surviving Entity had been named as such. For the avoidance of doubt, compliance with this covenant will not affect the obligations of the Company (including a Surviving Entity, if applicable) under “—Change of Control Triggering Event,” if applicable.

Each Guarantor will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge into, or sell or dispose of all or substantially all of its assets to, any Person (other than the Company) that is not a Guarantor unless:

(a) such Person (if such Person is the surviving entity) assumes all of the obligations of such Guarantor in respect of its Note Guarantee by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel, and such transaction is otherwise in compliance with the Indenture;

(b) such Note Guarantee is to be released as provided under “—Note Guarantees”; or

(c) such sale or other disposition of substantially all of such Guarantor’s assets is made in accordance with “—Limitation on Asset Sales and Sales of Subsidiary Stock.”

Limitation on Transactions with Affiliates

(1) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), unless:

(2) Paragraph (1) above will not apply to:

Conduct of Business

The Company and its Restricted Subsidiaries will not engage in any business other than a Permitted Business.

Reports to Holders

So long as any notes are outstanding, the Company will furnish to the Trustee:

To the extent that the Company is not required under Colombian law or Applicable GAAP to prepare and make available consolidated financial statements, all references to “consolidated financial statements,” “consolidated balance sheet” or “consolidated financial information” of the Company, or similar terms in this “Description of the New Notes” section and in the Indenture, shall be deemed to refer to the unconsolidated financial statements, unconsolidated balance sheet or unconsolidated financial information of the Company prepared in accordance with Applicable GAAP.

None of the information provided pursuant to the preceding paragraph shall be required to comply with Regulation S-K as promulgated by the U.S. Securities and Exchange Commission. In addition, the Company shall furnish to the holders of the notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Company’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Listing

The Company intends to apply to list the notes on the SGX-ST and to trade the notes on the Official List of the SGX-ST in a minimum board lot size of US$1,000. The Company will use commercially reasonable efforts to obtain and maintain listing of the notes on the SGX-ST; however, the notes are not yet listed, and the Company cannot assure the holders of the notes that they will be accepted for listing or that the listing will be maintained.

If the Company is unable to list the notes on the SGX-ST and/or the notes do not trade on the Official List of the SGX-ST, or if the Company is unable to maintain such listing and trading, or if as a result regulations adopted or enforced by authorities governing the SGX-ST continued listing on such exchange becomes impractical or materially more burdensome, the Company may delist the notes from such exchange and will, prior to the delisting of such notes, use its commercially reasonable efforts to list and maintain a listing of the notes on another internationally recognized stock exchange.

Notices

As long as the Company issues notes in global form, notices to be given to holders will be given to DTC, in accordance with its applicable policies as in effect from time to time. If the Company issues notes in certificated form, notices, including upon the occurrence of a Change of Control Triggering Event, to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the Trustee’s records, and will be deemed given when mailed.

Events of Default

The following are “Events of Default”:

and, in each case, the principal or accreted amount of Indebtedness at the relevant time, in the aggregate is equal or more than US$10.0 million;

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a “notice of acceleration.” If an Event of Default specified in clause (7) above occurs with respect to the Company, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. The Trustee shall not be deemed to have any notice of any Default or Event of Default unless written notice of such Default or Event of Default is received by a responsible officer of the Trustee at the corporate trust office of the Trustee, and such notice references the notes and the Indenture.

At any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived, except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

No rescission will affect any subsequent Default or impair any rights relating thereto.

The holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any notes.

In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders, if within 30 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged, or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders, unless such holders have offered to the Trustee satisfactory indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

No holder of any notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless:

provided that a holder of a note may institute suit for enforcement of payment of the principal of and premium, if any, or interest on such note on or after the respective due dates expressed in such note.

Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee written notice of events which would constitute such Defaults or Events of Default, their status and what action the Company is taking or proposes to take in respect thereof. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous fiscal year. The Indenture provides that if a Default or Event of Default occurs, is continuing and written notice of such Default or Event of Default has been delivered to a responsible officer of the Trustee, the Trustee must deliver to each holder notice of the Default or Event of Default within 90 days after the occurrence thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any note, the Trustee may withhold notice if and so long as its trust officer in good faith determines that withholding notice is in the interests of the holders.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations with respect to outstanding notes discharged (“Legal Defeasance”). Such Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes after the deposit specified in clause (1) of the second following paragraph, except for:

(1) the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due;

(2) the Company’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;

(3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have its obligations released with respect to certain covenants (including, without limitation, obligations to make Change of Control Triggering Event Offers, Asset Sale Offers, the obligations described under “—Certain Covenants” and the cross-acceleration provisions and judgment default provisions described under “Events of Default”) that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non- payment, bankruptcy, receivership, reorganization and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(5) the Company must irrevocably deposit with the Trustee, in trust for the benefit of the holders, cash in U.S. dollars, certain direct non-callable obligations of, or guaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(6) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Company to the effect that:

(7) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the beneficial owners will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(8) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to clause (1) of this paragraph (except any Default or Event of Default resulting from the failure to comply with “— Certain Covenants—Limitation on Incurrence of Additional Indebtedness” as a result of the borrowing of the funds required to effect such deposit);

(9) the Trustee has received an Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(10) the Company has delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders over any other creditors of the Company or any Subsidiary of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

(11) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Company, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(12) the Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Company to the effect that the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all outstanding notes when:

Modification of the Indenture

From time to time, the Company and the Trustee, without the consent of the holders, may amend the Indenture or the notes for certain specified purposes, including curing ambiguities, omissions, defects or inconsistencies, to provide for uncertificated notes in addition to or in place of certificated notes; to provide for the assumption of the Company’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets, as applicable; to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the legal rights under the Indenture of any such holder; to comply with applicable requirements of the U.S. Securities and Exchange Commission; to conform the text of the Indenture or the notes to any provision of this Description of the New Notes to the extent that such provision in this Description of the New Notes was intended to be a verbatim recitation of a provision of the Indenture or the notes; to comply with the requirements of any applicable securities depositary; to provide for a successor Trustee in accordance with the terms of the Indenture; to otherwise comply with any requirement of the Indenture; to issue Additional Notes; and to make any other changes which do not adversely affect the rights of any of the holders in any material respect. In formulating its opinion on such matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including solely on an Opinion of Counsel and Officers’ Certificate, and shall have no liability whatsoever in reliance upon the foregoing.

Other modifications and amendments of the Indenture or the notes may be made with the consent of the holders of a majority in principal amount of the then outstanding notes issued under the Indenture, except that, without the consent of each holder affected thereby, no amendment may (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any notes;

(3) reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption, or reduce the redemption price therefor;

(4) make any notes payable in a currency other than that stated in the notes;

(5) make any change in provisions of the Indenture entitling each holder to receive payment of principal of, premium, if any, and interest on such note on or after the due date thereof or amend the contractual right to bring suit to enforce such payment, or permitting holders of a majority in principal amount of notes to waive Defaults or Events of Default;

(6) amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Triggering Event Offer in respect of a Change of Control Triggering Event that has occurred, or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated;

(7) make any change in the provisions of the Indenture described under “—Additional Amounts” that adversely affects the rights of any holder or amend the terms of the notes in a way that would result in a loss of exemption from Taxes;

(8) make any change to the provisions of the Indenture or the notes that adversely affects the ranking of the notes; and

(9) eliminate or modify in any manner a Guarantor’s obligation with respect to its Note Guarantee which adversely affects the holders of the notes in any material respect, except as contemplated in the Indenture.

Governing Law; Jurisdiction

The Indenture and the notes will be governed by, and construed in accordance with, the law of the State of New York. The Company consents to the jurisdiction of the Federal and State courts located in the City of New York, Borough of Manhattan and has appointed an agent for service of process with respect to any actions brought in these courts arising out of or based on the Indenture or the notes.

The Trustee

Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the terms of the indenture, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the indenture, it must eliminate such conflict or resign.

No Personal Liability

An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company shall not have any liability for any obligations of the Company under the notes or the Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a note, each holder waives and releases all such liability.

Currency Indemnity

The Company and the Guarantors will pay all sums payable under the Indenture or the notes solely in U.S. dollars. Any amount that a holder receives or recovers in a currency other than U.S. dollars in respect of any sum expressed to be due to such holder from the Company or any Guarantors will only constitute a discharge to us, to the greatest extent permitted under applicable law, to the extent of the U.S. dollar amount which such holder is able to purchase with the amount received or recovered in that other currency on the date of the receipt or recovery or, if it is not practicable to make the purchase on that date, on the first date on which such holder is able to do so. If the U.S. dollar amount is less than the U.S. dollar amount expressed to be due to such holder under any note, to the greatest extent permitted under applicable law, the Company and the Guarantors will indemnify such holder against any loss such holder may sustain as a result. In any event, the Company and the Guarantors will indemnify any such holder against the cost of making any purchase of U.S. dollars. For the purposes of this paragraph, it will be sufficient for such holder to certify in a satisfactory manner that such holder would have suffered a loss had an actual purchase of U.S. dollars been made with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which such holder was able to do so. In addition, any such holder will also be required to certify in a satisfactory manner the need for a change of the purchase date.

The indemnities described above:

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or at the time it merges, consolidates or amalgamates with the Company or any of its Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person; provided that such Indebtedness is not incurred in connection with, or in anticipation or contemplation of such merger, consolidation, amalgamation or acquisition. Such Indebtedness will be deemed to have been Incurred at the time such Person becomes a Restricted Subsidiary or at the time it merges, consolidates or amalgamates with the Company or a Restricted Subsidiary or at the time such Indebtedness is assumed in connection with the acquisition of assets from such Person.

“Additional Amounts” has the meaning set forth under “—Additional Amounts” above.

“Additional Notes” has the meaning set forth under “—Payment of Additional Notes” above.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Affiliate Transaction” has the meaning set forth under “—Certain Covenants—Limitation on Transactions with Affiliates” above.

“Applicable GAAP” means either (i) financial reporting and accounting standards (Normas de Información Financiera) accepted in Colombia, as provided by Law 1314 of 2009 (as amended), which are based on International Financial Reporting Standards, together with their corresponding interpretations as issued by the International Accounting Standards Board, or (ii) International Financial Reporting Standards as issued by the International Accounting Standards Board, in each case as in effect from time to time.

“Asset Acquisition” means:

“Asset Sale” means any direct or indirect sale, disposition, issuance, conveyance, transfer, lease, assignment or other transfer, including a Sale and Leaseback Transaction (each, a “disposition”) by the Company or any Restricted Subsidiary of:

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

“Asset Sale Offer” has the meaning set forth under “—Certain Covenants—Limitation on Asset Sales and Sales of Subsidiary Stock.”

“Asset Sale Transaction” means any Asset Sale and, whether or not constituting an Asset Sale, (1) any sale or other disposition of Capital Stock, (2) any Designation with respect to an Unrestricted Subsidiary and (3) any sale or other disposition of property or assets excluded from the definition of Asset Sale by clause (4) of that definition.

“Board of Directors” means, as to any Person, the board of directors, management committee or similar governing body of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Capitalization Ratio” means, for any Person as of any date of determination, the result (expressed as a percentage) obtained by dividing (x) Consolidated Net Worth of such Person (calculated as of the end of the last completed fiscal quarter ending on or prior to the date of the transaction giving rise to the need to calculate Consolidated Net Worth) by (y) Net Loan Portfolio as of such date of determination.

“Capital Securities” means, with respect to the Company, any bonds, debentures, notes or other similar instruments of the Company (i) which are expressly subordinated in right of payment and in insolvency to the prior payment in full of any note and any other Senior Indebtedness, (ii) which have a scheduled maturity date of at least 10 years after the Issue Date, (iii) the first principal payment in respect of which (pursuant to any redemption provision, amortization schedule or otherwise) may not occur until at least 12 months after the last scheduled principal payment of any note and any other Senior Indebtedness, (iv) the principal of which may not be accelerated so long as any note remains outstanding (except pursuant to a customary bankruptcy event of default with respect to the Company), (v) are senior only to Capital Stock of the Company, (vi) in respect of which interest may be deferred and cancelled, and (vii) which, prior to their issuance, are provided equity-like treatment by at least two Rating Agencies pursuant to their respective rating criteria.

“Capital Stock” means:

“Capitalized Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under Applicable GAAP. For purposes of this definition, the amount of such obligations at any date will be the capitalized amount of such obligations at such date, determined in accordance with Applicable GAAP.

“Cash Equivalents” means:

“Change of Control” means the occurrence of one or more of the following events:

(1) the Permitted Holders cease to be the beneficial owners, directly or indirectly, in the aggregate of at least 30.0% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets); or

(2) if any “person” or “group” (as defined below) (other than a Permitted Holder) becomes the beneficial owner, directly or indirectly, of a greater amount of the total voting power of the Voting Stock of the Company than the total voting power of the Voting Stock of the Company held by the Permitted Holders in the aggregate; or

(3) the Company consolidates with, or merges with or into, another Person, or the Company sells, conveys, assigns, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company, determined on a consolidated basis, to any Person, other than a transaction where the Person or Persons that, immediately prior to such transaction “beneficially owned” the outstanding Voting Stock of the Company are, by virtue of such prior ownership, or Permitted Holders are, the “beneficial owners” in the aggregate of a majority of the total voting power of the then outstanding Voting Stock of the surviving or transferee person (or if such surviving or transferee Person is a direct or indirect wholly-owned subsidiary of another Person, such Person who is the ultimate parent entity), in each case whether or not such transaction is otherwise in compliance with the Indenture.

For purposes of this definition:

(a) “beneficial owner” will have the meaning specified in Rules 13d-3 and 13d-5 under the Exchange Act, except that any Person or Group will be deemed to have “beneficial ownership” of all securities that such Person or Group has the right to acquire, whether such right is exercisable immediately, only after the passage of time or, except in the case of the Permitted Holders, upon the occurrence of a subsequent condition.

(b) “Person” and “Group” will have the meanings for “person” and “group” as used in Sections 13(d) and 14(d) of the Exchange Act; and

(c) the Permitted Holders will be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as the Permitted Holders beneficially own, directly or indirectly, in the aggregate at least 50.0% of the voting power of the Voting Stock of the parent corporation and no other Person or Group beneficially owns an equal or greater amount of the Voting Stock of the parent corporation.

“Change of Control Triggering Event” has the meaning set forth under “—Change of Control Triggering Event.”

“Change of Control Triggering Event Offer” has the meaning set forth under “—Change of Control Triggering Event.”

“Change of Control Triggering Event Payment” has the meaning set forth under “—Change of Control Triggering Event.”

“Change of Control Triggering Event Payment Date” has the meaning set forth under “—Change of Control Triggering Event.”

“Collateral Permitted Liens” means any of the following:

“Colombian Restructuring” means any case or other proceeding against the Company or any Subsidiary with respect to it or its debts under bankruptcy, reorganización empresarial, liquidación judicial, insolvency or other similar law now or hereafter in effect or seeking the appointment of a promotor, liquidador, custodian or other similar official of it or any substantial part of its properties.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common equity interests, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common equity interests.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Subsidiaries (after deducting (or adding) the portion of such net income (or loss) attributable to minority interests in Subsidiaries of such Person) for such period on a consolidated basis, determined in accordance with Applicable GAAP; provided that there shall be excluded therefrom to the extent reflected in such aggregate net income (loss):

(1) net after-tax gains or losses from Asset Sale Transactions or abandonments or reserves relating thereto;

(2) net after-tax items classified as extraordinary gains or losses;

(3) the net income (but not loss) of any Person, other than such Person and any Subsidiary of such Person (Restricted Subsidiary in the case of the Company); except that, solely for purposes of calculating Consolidated Net Income pursuant to clause (3) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments” only, Consolidated Net Income of the Company will include the Company’s proportionate share of the net income of:

(4) the net income (but not loss) of any Subsidiary of such Person (Restricted Subsidiary in the case of the Company) to the extent that (and only so long as) a corresponding amount could not be distributed to such Person at the date of determination as a result of any restriction pursuant to the constituent documents of such Subsidiary (Restricted Subsidiary in the case of the Company) or any law, regulation, agreement or judgment applicable to any such distribution;

(5) any increase (but not decrease) in net income attributable to minority interests in any Subsidiary (Restricted Subsidiary in the case of the Company);

(6) any gain (or loss) from foreign exchange translation or change in net monetary position;

(7) any gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness and Hedging Obligations; and

(8) the cumulative effect of changes in accounting principles.

“Consolidated Net Worth” means, for any Person at any time, the consolidated stockholders’ equity of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) as set forth on the consolidated balance sheet as of the most recent fiscal quarter of such Person, prepared in accordance with Applicable GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.

“Consolidated Tangible Assets” means, for any Person at any time, the total consolidated assets of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) as set forth on the consolidated balance sheet as of the most recent fiscal quarter of such Person, prepared in accordance with Applicable GAAP, less Intangible Assets.

“Covenant Defeasance” has the meaning set forth under “—Legal Defeasance and Covenant Defeasance.”

“Currency Agreement” means, in respect of any Person, any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party designed to hedge foreign currency risk of such Person.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration used in a Permitted Business (other than securities) received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation, executed by the Chief Executive Officer or the Chief Financial Officer of the Company and delivered to the Trustee, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Non-cash Consideration.

“Designation” and “Designation Amount” have the meanings set forth under “—Certain Covenants—Limitation on Designation of Unrestricted Subsidiaries” above.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the final maturity date of the notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the final maturity of the notes shall not constitute Disqualified Stock if:

(1) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not materially more favorable to the holders of such Capital Stock than the terms applicable to the notes and described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Certain Covenants—Change of Control Triggering Event;” and

(2) any such requirement only becomes operative after compliance with such terms applicable to the notes, including the purchase of any notes tendered pursuant thereto.

The amount of any Disqualified Capital Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent consolidated financial statements of such Person.

“Eligible Subsidiary” means a Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Company or of a Guarantor but excluding (1) any Subsidiary the net assets of which are less than US$3.0 million and (2) for the avoidance of doubt, any Special Purpose Finance Trust.

“ECP Program” means the Company’s euro commercial paper program established or otherwise contemplated by the Program Agreement dated as of August 12, 2014, by and among the Company and the dealers named therein, as such document may be amended or supplemented from time to time, under which the Company may issue and have outstanding at any time notes up to an aggregate principal amount of US$150.0 million.

“Equity Sales” has the meaning set forth under “—Optional Redemption upon Equity Sales.”

“Event of Default” has the meaning set forth under “Events of Default.”

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fair Market Value” means, with respect to any asset (including, without limitation, accounts receivable), the price (after deducting any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction; provided that the Fair Market Value of any such asset (including, without limitation, accounts receivable) will be determined conclusively by the senior management of the Company acting in good faith.

“Fitch” means Fitch, Inc. and its successors and assigns.

“Guarantee” means any obligation, contingent or otherwise, including an aval, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person:

(1) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness of such other Person, whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise, or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part,

provided that “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means any Eligible Subsidiary that provides a Note Guarantee pursuant to the Indenture unless and until such Guarantor is released from its Note Guarantee pursuant to the Indenture.

“Hedging Obligations” means the obligations of any Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Impairment of Financial Assets and FGA Reserve” means, as of any date of determination, the sum of (i) impairment of financial assets of the Company and its Restricted Subsidiaries as set forth on the consolidated financial statements and related notes thereto as of and for the most recent fiscal quarter of the Company, prepared in accordance with Applicable GAAP and (ii) the amount of the guarantee disclosed on the notes to the consolidated financial statements of the Company with respect to Loan Receivables guaranteed by the Fondo de Garantías de Antioquia pursuant to that certain agreement between the Company and the Fondo de Garantías de Antioquia, dated as of August 9, 2011, as amended from time to time.

“Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence,” “Incurred” and “Incurring” will have meanings correlative to the preceding).

“Indebtedness” means with respect to any Person, without duplication:

(1) the principal amount (or, if less, the accreted value) of all obligations of such Person for borrowed money;

(2) the principal amount (or, if less, the accreted value) of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all Capitalized Lease Obligations of such Person;

(4) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 180 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(5) all letters of credit, banker’s acceptances or similar credit transactions, including reimbursement obligations in respect thereof;

(6) Guarantees and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8) through (11) below;

(7) all Indebtedness of any other Person of the type referred to in clauses (1) through (6) which is secured by any Lien on any property or asset of such Person, the amount of such Indebtedness being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Indebtedness so secured;

(8) all Net Obligations under Hedging Obligations of such Person;

(9) all Indebtedness Incurred by a Special Purpose Finance Trust;

(10) to the extent not otherwise included in this definition, all liabilities required to be recorded on the consolidated financial statements and notes thereto of such Person in accordance with Applicable GAAP in connection with a sale or other disposition of securitized receivables, Loan Receivables or other accounts receivables and related assets, including, without limitation, in connection with any Loan-Related Securitization or Loan Receivables Backed Financing; and

(11) all Disqualified Capital Stock issued by such Person.

“Intangible Assets” means with respect to any Person all unamortized debt discount and expense, unamortized net deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights and all other items which would be treated as intangibles on the consolidated balance sheet of such Person prepared in accordance with Applicable GAAP.

“Interest Rate Agreement” of any Person means any interest rate protection agreement (including, without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements) and/or other types of hedging agreements designed to hedge interest rate risk of such Person.

“Investment” means, with respect to any Person, any:

(1) direct or indirect loan, advance or other extension of credit (including, without limitation, a Guarantee) to any other Person,

(2) capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) any other Person, or

(3) any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person.

“Investment” will exclude accounts receivable or deposits arising in the ordinary course of business. “Invest,” “Investing” and “Invested” will have corresponding meanings.

For purposes of the “Limitation on Restricted Payments” covenant, the Company will be deemed to have made an “Investment” in an Unrestricted Subsidiary at the time of its Designation, which will be valued at the Fair Market Value of the sum of the net assets of such Unrestricted Subsidiary at the time of its Designation and the amount of any Indebtedness of such Unrestricted Subsidiary or owed to the Company or any Restricted Subsidiary immediately following such Designation. Any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of a Restricted Subsidiary (including any issuance and sale of Capital Stock by a Restricted Subsidiary) such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would cease to be a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to sum of the Fair Market Value of the Capital Stock of such former Restricted Subsidiary held by the Company or any Restricted Subsidiary immediately following such sale or other disposition and the amount of any Indebtedness of such former Restricted Subsidiary Guaranteed by the Company or any Restricted Subsidiary or owed to the Company or any other Restricted Subsidiary immediately following such sale or other disposition.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, S&P or Moody’s or, if any such entity ceases to rate the notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other Rating Agency.

“Investment Return” means, in respect of any Investment (other than a Permitted Investment) made after the Issue Date by the Company or any Restricted Subsidiary:

(1) (x) the proceeds in cash and the Fair Market Value of property other than cash received by the Company or any Restricted Subsidiary upon the sale, liquidation or repayment of such Investment or, in the case of a Guarantee, the amount of the Guarantee upon the unconditional release of the Company and its Restricted Subsidiaries in full, less any payments previously made by the Company or any Restricted Subsidiary in respect of such Guarantee and (y) any dividends or distributions received by the Company or any Restricted Subsidiary from an Unrestricted Subsidiary, to the extent such amounts were not otherwise included in Consolidated Net Income;

(2) in the case of the Revocation of the Designation of an Unrestricted Subsidiary, an amount equal to the lesser of:

(3) in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, the Fair Market Value of the Investment of the Company and its Restricted Subsidiaries in such Person, in the case of each of (1), (2) and (3), up to the amount of such Investment that was treated as a Restricted Payment under “Certain Covenants — Limitation on Restricted Payments” less the amount of any previous Investment Return in respect of such Investment.

“Issue Date” means the date on which the notes are first issued.

“Legal Defeasance” has the meaning set forth under “Legal Defeasance and Covenant Defeasance.”

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale, assignment or transfer, or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that (i) the lessee in respect of a Capitalized Lease Obligation or Sale and Leaseback Transaction will be deemed to have Incurred a Lien on the property leased thereunder and (ii) the grantor in respect of a Loan Receivables Backed Financing will be deemed to have Incurred a Lien on the Loan Receivables assigned or transferred thereunder.

“Loan Receivables” means loans and other loan-related receivables purchased or originated by the Company or any Restricted Subsidiary; provided, however, that for purposes of determining the amount of a Loan Receivable at any time, such amount shall be determined in accordance with Applicable GAAP, consistently applied, as of the most recent practicable date.

“Loan Receivables Backed Financing” means any financing transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which such Person directly or indirectly assigns or transfers a pool of specified Loan Receivables or related assets of the Company or any Restricted Subsidiary to a Special Purpose Finance Trust on terms that senior management has concluded are customary and market terms fair to the Company and its Restricted Subsidiaries and the proceeds of which are used to repay any Senior Indebtedness of the Company, make capital expenditures in a Permitted Business, and/or purchase assets to be used by the Company or any Restricted Subsidiary in a Permitted Business.

“Loan-Related Securitization” means any securitization, factoring, discounting or similar financing transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries directly or indirectly through a Securitization Vehicle securitizes a pool of specified Loan Receivables, Residual Interests, net interest margin securities or similar or related assets of the Company or any Restricted Subsidiary on terms that the Board of Directors has concluded are customary and market terms fair to the Company and its Restricted Subsidiaries and the proceeds of which are used to repay any Senior Indebtedness of the Company, make capital expenditures in a Permitted Business, and/or purchase assets to be used by the Company or any Restricted Subsidiary in a Permitted Business.

“Marketable Securities” has the meaning ascribed to such term under Applicable GAAP.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries from such Asset Sale, net of:

(1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(2) taxes paid or payable in respect of such Asset Sale after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3) repayment of Indebtedness secured by a Lien permitted under the Indenture that is required to be repaid in connection with such Asset Sale; and

(4) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with Applicable GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, but excluding any reserves with respect to Indebtedness.

“Net Loan Portfolio” means, as of any date of determination, the principal amount of the total Loan Receivables of the Company and its Restricted Subsidiaries less Impairment of Financial Assets and FGA Provision of the Company and its Restricted Subsidiaries, in each case, as set forth on the consolidated financial statements and notes thereto as of the most recent fiscal quarter of the Company, prepared in accordance with Applicable GAAP.

“Net Obligations” means, at any date of determination, the net amount, exclusive of any commissions or administrative fees that a Person would be obligated to pay upon the termination of any Hedging Obligations.

“Obligations” means, with respect to any Indebtedness, any principal, interest (including, without limitation, Post-Petition Interest), penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness, including in the case of the notes, the Indenture.

“Officer” means, when used in connection with any action to be taken by the Company, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the General Counsel, the Controller or the Secretary of the Company.

“Officers’ Certificate” means, when used in connection with any action to be taken by the Company, a certificate signed by two Officers or by an Officer and either the Chief Accountant or an Assistant Secretary of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company (except as otherwise provided in the Indenture) and which opinion shall be reasonably acceptable to the Trustee.

“Permitted Acquisition Indebtedness” means Indebtedness of the Company to the extent such Indebtedness was (i) Indebtedness of a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary, (ii) Indebtedness of a Person that was merged, consolidated or amalgamated into the Company or (iii) assumed in connection with the acquisition of assets from a Person; provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged, consolidated or amalgamated into the Company or assumed in connection with an Asset Acquisition, as applicable, after giving pro forma effect thereto, (a) the Company would be permitted to incur at least US$1.00 of additional Indebtedness pursuant to clause (1) under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness,” or (b) the Capitalization Ratio of the Company and its Restricted Subsidiaries would be equal to or greater than the Capitalization Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction.

“Permitted Business” means the business or businesses conducted by the Company as of the Issue Date, and any business related, ancillary or complementary thereto or otherwise arising out of those activities, including, without limitation, any activities relating to consumer lending, credit card loans, payroll loan financing, durable goods lending, auto loans, loans to small and medium enterprises (SMEs) and independent professionals, the extension of group loans and other consumer goods and receivables financing services.

“Permitted Holders” means:

(1) (i) David Seinjet, (ii) a parent, brother or sister of David Seinjet, (iii) the spouse or a former spouse of any individual referenced in clause (i) or (ii), (iv) the lineal descendants of any person referenced in clauses (i) through (iii) and the spouse or a former spouse of any such lineal descendant, (v) the estate, heir or any guardian, custodian or other legal representative of any individual referenced in clauses (i) through (iv), (vi) any trust or other investment vehicle established principally for the benefit of any one or more of the individuals (or their respective heirs) referenced in clauses (i) through (v), and (vii) any Person in which a majority of the equity interests are owned, directly or indirectly, by any one or more of the Persons referenced in clauses (i) through (vi);

(2) Gramercy Funds Managements LLC;

(3) ACON Investments, L.L.C.; and

(4) GDA Luma Capital Management, L.P.

“Permitted Indebtedness” has the meaning set forth under clause (2) of “Certain Covenants—Limitation on Incurrence of Additional Indebtedness.”

“Permitted Investments” means:

(5) Investments by the Company or any Restricted Subsidiary in any Person that is, or that result in any Person becoming, immediately after such Investment, a Restricted Subsidiary or constituting a merger or consolidation of such Person into the Company or with or into a Restricted Subsidiary, except for a Guarantee of Indebtedness of a Restricted Subsidiary;

(6) Investments by the Company, or any Restricted Subsidiary, in the Company;

(7) Investments in cash and Cash Equivalents;

(8) Investments existing as of the Issue Date and any extension, modification or renewal of any Investments existing as of the Issue Date (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms of such Investment as of the Issue Date);

(9) Investments permitted pursuant to clause (2)(b), (c) or (e) of “Certain Covenants—Limitation on Transactions with Affiliates;”

(10) Investments received as a result of the bankruptcy or reorganization of any Person, or taken in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof;

(11) Investments made by the Company or its Restricted Subsidiaries as a result of non-cash consideration permitted to be received in connection with an Asset Sale made in compliance with the covenant described under “Certain Covenants—Limitation on Asset Sales and Sales of Subsidiary Stock;”

(12) Investments in the form of Hedging Obligations permitted under clause 2(c) of “Certain Covenants—Limitation on Incurrence of Additional Indebtedness;”

(13) Investments in a Person engaged in a Permitted Business, provided that any such Investment, taken together with all Investments made in reliance on this clause (9) since the Issue Date, shall not exceed (a) 2.5% of the Consolidated Tangible Assets of the Company plus (b) US$10.0 million, plus (c) returns received from Investments made under this clause (9), provided, however, that these returns (i) are not included in the Consolidated Net Income of the Company, (ii) are in the form of cash and (iii) do not exceed the amount of Investments in such Person made after the Issue Date in reliance on this clause (9). For the avoidance of doubt, Investments in Restricted Subsidiaries shall not be affected by this clause (9);

(14) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(15) payroll, travel, entertainment, relocation and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(16) loans or advances to employees in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary;

(17) Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;

(18) credit card loans, payroll loans, durable goods loans, small business loans, group loans, car loans and other loans (including loan portfolios) made or acquired by the Company in the ordinary course of business, including, without limitation, the acquisition of loans or loan portfolios from third parties; and

(19) Investments in any Person in connection with a Loan-Related Securitization or in any Special Purpose Finance Trust in connection with a Loan Receivables Backed Financing; provided that such Investment in any such Person or Special Purpose Finance Trust is in the form of a receivables financing facility, net interest margin securities or similar or related assets of the Company or any Restricted Subsidiary and transferred to such Person or Special Purpose Finance Trust in connection with a Loan-Related Securitization (including by way of transfers of receivables to a Securitization Vehicle) or Loan Receivables Backed Financing;

provided, however, that with respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment and later re-allocate all or any portion of any Investment to, one or more of the above clauses (1) through (15) so that the entire Investment would be a Permitted Investment.

“Permitted Liens” means any of the following:

(1) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith;

(2) Liens Incurred or deposits made in the ordinary course of business (x) in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or (y) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(3) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(4) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or a Restricted Subsidiary, including rights of offset and set-off;

(5) Liens securing Hedging Obligations that relate to Indebtedness that is Incurred in accordance with “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness” and that are secured by the same assets as secure such Hedging Obligations;

(6) Liens existing on the Issue Date and Liens to secure any Refinancing Indebtedness which is Incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the covenant described under “—Certain Covenants—Limitation on Liens” not incurred pursuant to clauses (8) and (9) of this definition of “Permitted Liens” and which Indebtedness has been Incurred in accordance with “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness;” provided that such new Liens:

are no less favorable to the holders of notes and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced, and

do not extend to any property or assets other than the property or assets securing the Indebtedness Refinanced by such Refinancing Indebtedness;

(7) Liens securing Acquired Indebtedness Incurred in accordance with “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness” not incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation; provided that

such Liens secured such Acquired Indebtedness at the time of and prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary, and

such Liens do not extend to or cover any property of the Company or any Restricted Subsidiary other than the property that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary and are no more favorable to the lienholders than the Liens securing the Acquired Indebtedness prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary;

(8) purchase money Liens securing Purchase Money Indebtedness or Capitalized Lease Obligations Incurred to finance the acquisition or leasing of property of the Company or a Restricted Subsidiary used in a Permitted Business; provided that:

the related Purchase Money Indebtedness does not exceed the cost of such property and shall not be secured by any property of the Company or any Restricted Subsidiary other than the property so acquired, and

the Lien securing such Indebtedness will be created within 365 days of such acquisition;

(9) any pledge or deposit of cash or property in conjunction with obtaining surety and performance bonds and letters of credit required to engage in constructing on-site and off-site improvements required by municipalities or other governmental authorities in the ordinary course of business;

(10) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(11) Liens encumbering customary initial deposits and margin deposits, and other Liens that are customary in the industry and incurred in the ordinary course of business securing Indebtedness under Hedging Obligations and forward contracts, options, futures contracts, futures options or similar agreements or arrangements designed to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates;

(12) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with Applicable GAAP has been made therefor;

(13) licenses of intellectual property in the ordinary course of business;

(14) Liens to secure a defeasance trust to the extent such defeasance is otherwise permitted pursuant to the terms of the Indenture;

(15) easements, rights-of-way, zoning and similar restrictions, reservations, restrictions or encumbrances in respect of real property or title defects that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties (as such properties are used by the Company or its Restricted Subsidiaries) or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries;

(16) judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such legal proceedings may be initiated shall not have expired;

(17) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; or

(18) Collateral Permitted Liens.

“Person” means an individual, partnership, limited partnership, corporation, company, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Post-Petition Interest” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

“Purchase Money Indebtedness” means Indebtedness Incurred for the purpose of financing all or any part of the purchase price, or other cost of construction or improvement of any property; provided that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such property or such purchase price or cost, including any Refinancing of such Indebtedness that does not increase the aggregate principal amount (or accreted amount, if less) thereof as of the date of Refinancing.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

“Qualified Merger Jurisdiction” means (i) the United States, any State thereof or the District of Columbia; (ii) any member state of the European Union; or (iii) any other nation that has a sovereign debt rating from two Rating Agencies that is equal to or higher than the sovereign debt rating assigned to Colombia by such Rating Agencies.

“Rating Agencies” means (i) S&P, (ii) Fitch, (iii) Moody’s or (iv) if S&P, Fitch or Moody’s or all of them shall not make a rating of the notes publicly available, a nationally recognized United States securities rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for S&P, Fitch or Moody’s or all of them, as the case may be.

“Rating Date” means the earlier of the date of public notice of the occurrence of a Change of Control or of the entry into a definitive agreement contemplating a Change of Control.

“Refinance” means, in respect of any Indebtedness, to issue any Indebtedness in exchange for or to refinance, replace, defease or refund such Indebtedness in whole or in part. “Refinanced” and “Refinancing” will have correlative meanings; provided that, with respect to Indebtedness Incurred by the Company under its ECP Program (and solely with respect to such Indebtedness), the term “Refinance” shall include the replacement of any Indebtedness Incurred thereunder through the repayment of such Indebtedness on its stated maturity date and the issuance shortly thereafter (and in any event no later than fifteen (15) business days thereafter) of new Indebtedness under the ECP Program to be acquired by the same dealer who originally acquired the Indebtedness being replaced.

“Refinancing Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary issued to Refinance any other Indebtedness of the Company or a Restricted Subsidiary so long as:

(1) the aggregate principal amount (or initial accreted value, if applicable) of such new Indebtedness as of the date of such proposed Refinancing does not exceed the aggregate principal amount (or initial accreted value, if applicable) of the Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and the amount of reasonable expenses incurred by the Company in connection with such Refinancing);

(2) such new Indebtedness has:

a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being Refinanced, and

a final maturity that is equal to or later than the final maturity of the Indebtedness being Refinanced; and

(3) if the Indebtedness being Refinanced is:

Indebtedness of the Company, then such Refinancing Indebtedness will be Indebtedness of the Company,

Indebtedness of a Guarantor, then such Refinancing Indebtedness will be Indebtedness of the Company and/or such Guarantor, and