EXCHANGE AGENT AGREEMENT
Exhibit 99.6
September
[ l ],
2011
The Bank of New York Mellon
000 Xxxxxxx Xxxxxx, 0X
Xxx Xxxx, XX 00000
Attention: International Corporate Trust
Ladies and Gentlemen:
Bancolombia S.A., a financial institution incorporated under the
laws of Colombia (sociedad anònima) (the
“Company”), proposes to make an offer (the
“Exchange Offer”) to exchange up to $520,000,000 of
its 4.250% Senior Notes Due 2016 and up to $1,000,000,000
of its 5.950% Senior Notes Due 2021 (collectively referred
to herein as the “Old Notes”) for its
4.250% Senior Notes Due 2016 and its 5.950% Senior
Notes Due 2021 (collectively referred to as the “New
Notes”), which have been registered under the Securities
Act of 1933, as amended (the “Securities Act”). The
terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus,
dated ,
2011 (the “Prospectus”), proposed to be distributed to
all record holders of the Old Notes. The Old Notes and the New
Notes are collectively referred to herein as the
“Notes.”
The Company hereby appoints The Bank of New York Mellon to act
as exchange agent (the “Exchange Agent”) in connection
with the Exchange Offer. References hereinafter to
“you” shall refer to The Bank of New York Mellon. The
Automated Tender Offer Program (“ATOP”) of The
Depository Trust Company (“DTC”) is to be used by
the holders of the Old Notes to accept the Exchange Offer. The
Letter of Transmittal contains instructions with respect to the
delivery of Old Notes tendered in connection therewith.
The Exchange Offer is expected to be commenced by the Company on
or
about ,
2011 (the “Effective Time”). The Letter of Transmittal
accompanying the Prospectus (or in the case of book-entry
securities, the Automated Tender Offer Program
(“ATOP”) of DTC) is to be used by the holders of the
Old Notes or interests therein to accept the Exchange Offer and
contains instructions with respect to the delivery of
certificates for Old Notes tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City
time,
on ,
2011 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the “Expiration Date”).
Subject to the terms and conditions set forth in the Prospectus,
the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by
giving written notice to you before 5:00 p.m., New York
City time, on the previously scheduled Expiration Date. If the
Exchange Offer is extended, then the term “Expiration
Date” shall mean the latest date and time to which the
Exchange Offer is extended.
The Company expressly reserves the right to amend the Exchange
Offer or to delay acceptance of Old Notes, or to terminate the
Exchange Offer, and not to accept for exchange any Old Notes or
interests therein not theretofore accepted for exchange if, in
the Company’s sole judgment, any of the conditions of the
Exchange Offer specified in the Prospectus under the caption
“The Exchange Offer — Conditions to the Exchange
Offer” shall not have been satisfied. The Company will give
written notice of any amendment, delay, termination or
nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus
captioned “The Exchange Offer”, as specifically set
forth in the Letter of Transmittal or as
specifically set forth herein; provided, however,
that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You shall take such action as may from time to time be
requested by the Company (and such other action as you may deem
appropriate) to furnish copies of the Prospectus, the Letter of
Transmittal, the Instructions to Registered Holder
and/or DTC
Participant and the Notice of Guaranteed Delivery (as such terms
are defined in the Prospectus) (the “Exchange Offer
Materials”) or such other forms as may be approved from
time to time by the Company, to all persons requesting such
documents and to accept and comply with requests for information
relating to the Exchange Offer, provided that such information
shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offer. The Company, at its
expense, will furnish you with copies of such documents on your
request. All other requests for information relating to the
Exchange Offer shall be directed to the Company, Attention:
Investor Relations.
3. You will establish a book-entry account with respect to
the Old Notes at DTC to facilitate book-entry tenders of the Old
Notes through DTC’s ATOP system for the Exchange Offer
within two business days after the date of the Prospectus, and
any financial institution that is a participant in DTC’s
system may make book-entry delivery of the Old Notes by causing
DTC to transfer such Old Notes into your account in accordance
with DTC’s procedure for such transfer.
4. From and after the Effective Time, you are hereby
authorized and directed to accept (subject to withdrawal rights
described in the Prospectus) electronic instructions in respect
of the Old Notes to which the Prospectus relates. In respect of
any electronic instruction accepted by you, you shall have no
duty or obligation to verify or confirm that the person sending
instructions, directions, reports, notices or other
communications or information by electronic transmission is, in
fact, a person authorized to give such instructions, directions,
reports, notices or other communications or information on
behalf of the party purporting to send such electronic
transmission; and you shall have no liability for any loss,
liability, claim, damage, cost or expenses incurred or sustained
by any party as a result of such reliance upon or compliance
with such instructions, directions, reports, notices or other
communications or information. Subject to the preceding
sentence, the Company agrees to assume all risks arising out of
the use of electronic methods to submit instructions,
directions, reports, notices or other communications or
information to you, including without limitation the risk of you
acting on unauthorized instructions, notices, reports or other
communications or information, and the risk of interception and
misuse by third parties.
5. In the case of the exchange of definitive non-global
securities for New Notes, you are to examine each of the Letters
of Transmittal and certificates for Old Notes (or, in the case
of the exchange of a book-entry Old Note or an interest therein
for New Notes or a book-entry New Note or interest therein,
confirmation of book-entry transfer into your account at DTC and
any other documents delivered or mailed to you by or for holders
of the Old Notes to ascertain whether: (i) in the case of
the exchange of definitive non-global Old Notes for New Notes,
the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions
set forth therein (or the instructions from DTC (the “DTC
Transmissions”)) and any such other documents (including a
Notice of Guaranteed Delivery, (the “Notice of Guaranteed
Delivery”)) are duly executed and properly completed in
accordance with instructions set forth therein; and
(ii) the Old Notes or interests therein have otherwise been
properly tendered. In each case where documents have been
improperly completed or executed or any of the certificates for
Old Notes are not in proper form for transfer or any interest in
the Old Notes has been improperly tendered or if some other
irregularity in connection with the acceptance of the Exchange
Offer exists, you will endeavor to inform the presenters of the
need for fulfillment of all requirements. All questions as to
the validity, form, eligibility (including timeliness of
receipt), acceptance and withdrawal of any Old Notes tendered or
delivered shall be determined by the Company, in its sole
discretion.
6. You are authorized to request from any person tendering
Old Notes or interests therein such additional documents as you
or the Company deem appropriate. You are hereby authorized and
directed to process withdrawals of tenders to the extent
withdrawal thereof is authorized by the Exchange Offer.
7. The Company reserves the absolute right (i) to
reject any or all tenders of any particular Old Note or interest
therein determined by the Company not to be in proper form or
the acceptance or exchange of which
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may, in the opinion of Company’s counsel, be unlawful and
(ii) to waive any of the conditions of the Exchange Offer
or any defects, irregularities or conditions to the tender of
any particular Old Note, and the Company’s interpretation
of the terms and conditions of the Exchange Offer (including the
Letter of Transmittal and Notice of Guaranteed Delivery and the
instructions set forth therein) will be final and binding.
8. With the approval of the Chief Executive Officer or
Chief Financial Officer of the Company (such approval to be
given in writing) or any other officer of the Company designated
by the Chief Executive Officer or the Chief Financial Officer of
the Company (each, an “Authorized Officer”), you are
authorized to waive any irregularities in connection with any
tender of Old Notes or interests therein pursuant to the
Exchange Offer.
9. Tenders of Old Notes or interests therein may be made
only as set forth in the Letter of Transmittal and in the
section of the Prospectus captioned “The Exchange
Offer — Procedures for Tendering”, and Old
Securities or interests therein shall be considered properly
tendered to you only when tendered in accordance with the
procedures set forth therein. The Company shall have the sole
authority for the acceptance
and/or
rejection of any and all tenders made pursuant to the Exchange
Offer.
Notwithstanding the provisions of this Section 9, Old Notes
or interests therein which an Authorized Officer shall approve
in writing as having been properly tendered shall be considered
to be properly tendered.
10. You shall advise the Company with respect to any Old
Notes received subsequent to the Expiration Date and accept the
Company’s written instructions with respect to disposition
of such Old Notes or interests therein. If not accepted by the
Company, the Old Notes or interests therein, if in your
possession, shall be returned by you to the holder of Old Notes.
11. You shall accept tenders in respect of definitive
non-global Old Notes:
(a) in cases where Old Notes are registered in two or more
names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a
representative capacity only when proper evidence of his or her
authority so to act is submitted; and
(c) from persons other than the registered holder of Old
Notes, provided that customary transfer requirements, including
payment of any applicable transfer taxes, are fulfilled.
In the case of definitive non-global Old Notes, you shall accept
partial tenders of Old Notes where so indicated and as permitted
in the Letter of Transmittal and deliver certificates for Old
Notes to the registrar for
split-up and
return any untendered Old Notes to the holder (or such other
person as may be designated in the Letter of Transmittal) as
promptly as practicable after expiration or termination of the
Exchange Offer.
12. Upon satisfaction or waiver of all of the conditions to
the Exchange Offer, the Company will notify you in writing of
its acceptance, promptly after the Expiration Date, of all Old
Notes or interests therein properly tendered and you, on behalf
of the Company, will exchange such Old Notes or interests
therein for New Notes or interests therein and the Company shall
direct the trustee for the Old Notes or interests therein to
cause such Old Notes or interests therein to be cancelled and
delivered to the Company. Delivery of the New Notes or interests
therein will be made on behalf of the Company by you, and each
$1,000 principal amount of Old Notes shall be exchanged for an
equal principal amount of New Notes of the corresponding series;
provided, however, that New Notes shall only be
issued in denominations of $100,000 and integral multiples of
$1,000 in excess thereof. Such delivery shall be made promptly
after written notice of acceptance of said Old Notes by the
Company; provided, however, that in all cases, the
Old Notes in definitive non global form tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by
you of certificates for such Old Notes or in the case of Old
Notes in global form or interest therein, confirmation of
book-entry transfer into your account at DTC, and, in the case
of Old Notes in definitive non-global form or interests therein,
a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature
guarantees (or DTC Transmission) and, if applicable, a Notice of
Guaranteed Delivery or DTC Transmission, and any other required
documents.
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13. Tenders pursuant to the Exchange Offer are irrevocable,
except that, subject to the terms and upon the conditions set
forth in the Prospectus and the Letter of Transmittal, Old Notes
or interests therein tendered pursuant to the Exchange Offer may
be withdrawn at any time prior to the Expiration Date.
14. The Company shall not be required to exchange any Old
Notes or interests therein tendered if any of the conditions set
forth in the Exchange Offer are not met. Notice of any decision
by the Company not to exchange any Old Notes or interests
therein tendered shall be given in writing by the Company to you.
15. If, pursuant to the Exchange Offer, the Company does
not accept for exchange all or part of the Old Notes or
interests therein tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus
under the captions “The Exchange Offer — Terms of
the Exchange Offer” or “The Exchange Offer —
Conditions to the Exchange Offer” or otherwise, you shall
as soon as practicable after the expiration or termination of
the Exchange Offer return those certificates for unaccepted Old
Notes (or effect appropriate book-entry transfer of Old Notes or
interests therein), together with any related required documents
and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited the Old Notes not
accepted for Exchange.
16. You are not authorized to pay or offer to pay any
concessions, commissions or solicitation fees to any broker,
dealer, bank or other persons or to engage or utilize any person
to solicit tenders.
17. As Exchange Agent hereunder you:
(a) shall not be liable for any action or omission to act
unless the same constitutes your own gross negligence, willful
misconduct or bad faith, and in no event shall you be liable to
a security holder, the Company or any third party for any
punitive, special, indirect or consequential damages (including
but not limited to lost profits), arising in connection with
this Exchange Agent Agreement (this “Agreement”);
(b) shall have no duties or obligations other than those
specifically set forth herein or in the Prospectus or as may be
subsequently agreed to in writing between you and the Company;
(c) will be regarded as making no representations and
having no responsibilities as to the validity, sufficiency,
value or genuineness of the Prospectus or of any of the Old
Notes represented thereby deposited with you pursuant to the
Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the
Prospectus or the Exchange Offer;
(d) shall not be obligated to take any legal action
hereunder which might in your judgment involve any expense or
liability, unless you shall have been furnished with indemnity
satisfactory to you;
(e) may conclusively rely on and shall be protected in
acting in reliance upon any certificate, instrument, opinion,
notice, letter, telegram or other document or security delivered
to you and believed by you in good faith to be genuine and to
have been signed or presented by the proper person or persons;
(f) may act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only
as to its due execution and validity and effectiveness of its
provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith
believe to be genuine or to have been signed or presented by the
proper person or persons;
(g) may conclusively rely on and shall be protected in
acting upon written instructions from any authorized officer of
the Company or from Company’s counsel;
(h) may consult with counsel of your selection with respect
to any questions relating to your duties and responsibilities
and the advice or opinion of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by you hereunder in good
faith and in accordance with the advice or opinion of such
counsel; and
(i) shall not advise any person tendering Old Notes
pursuant to the Exchange Offer as to the wisdom of making such
tender or as to the market value or decline or appreciation in
market value of any Old Notes;
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(j) may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and you shall not be
responsible for any negligence or willful misconduct on the part
of any such agent or attorney appointed with due care by you
hereunder; and
(k) notwithstanding any provision herein to the contrary,
in no event shall you be liable for any failure or delay in the
performance of your obligations hereunder because of
circumstances beyond your control, including, but not limited
to, acts of God, flood, war (whether declared or undeclared),
terrorism, fire, riot, strikes or work stoppages for any reason,
embargo, government action, including any laws, ordinances,
regulations or the like which restrict or prohibit the providing
of the services contemplated by this Agreement, inability to
obtain material, equipment, or communications or computer
facilities, or the failure of equipment or interruption of
communications or computer facilities, and other causes beyond
your control whether or not of the same class or kind as
specifically named above.
No provision of this Agreement shall require you to expend or
risk your own funds or incur any liability or to perform any
duty or exercise any right or power under this Agreement unless
you receive such security and indemnity satisfactory to you
against any cost, expense or liability (including
attorney’s fees) which might be incurred by performing any
such duty or exercising any such right or power.
18. You shall advise by facsimile or email Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxxx, the Chief Financial Officer of the Company (at
the facsimile number
[ l ]
and the email address:
[ l ]),
and such other person or persons as the Company may reasonably
request, weekly (and daily during the week immediately preceding
the Expiration Date) up to and including the Expiration Date, as
to the principal amount of Old Notes or interests therein which
have been duly tendered and the items received by you since the
previous report and the aggregate amount tendered since the
Effective Date pursuant to the Exchange Offer until the
Expiration Date. In addition, you will also inform, and
cooperate in making available to, the Company or any such other
person or persons as the Company may request upon written
request made from time to time prior to the Expiration Date of
such other information as they may reasonably request. Such
cooperation shall include, without limitation, the granting by
you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for
receiving tenders in order to ensure that immediately prior to
the Expiration Date the Company shall have received information
in sufficient detail to enable it to decide whether to extend
the Exchange Offer. Within three business days after the
Expiration Date, (i) you shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal
amount of Old Notes or interests therein tendered, the aggregate
principal amount of Old Notes or interests therein accepted, and
(ii) you shall deliver said list to the Company.
19. Each electronic instruction, Letter of Transmittal and
other documents received by you in connection with the Exchange
Offer shall be marked by you to show the date and time of
receipt and, if defective, the date and time the last defect was
cured or waived by the Company. Each electronic instruction, all
Letters of Transmittal and other related documents or
correspondence (including electronic communications) received by
the Exchange Agent in connection with tendering the Old Notes
that is accepted by the Company shall be retained in your
possession until the Expiration Date. Upon request of and at the
expense of the Company you shall return all such material to the
Company and as soon as practicable after the Expiration Date. If
after the Expiration Date, you receive any electronic
instructions from a DTC participant requesting participation in
the Exchange Offer, you will not accept these instructions
unless otherwise instructed to do so in writing by the Company.
20. For services rendered as Exchange Agent hereunder, you
shall be entitled to such compensation and reimbursement of
expenses (including attorney’s fees and expenses) as agreed
upon in writing between the Company and you. The provisions of
this section shall survive the termination of this Agreement.
21. You hereby acknowledge receipt of the Prospectus and
the Letter of Transmittal and the Notice of Guaranteed Delivery.
Any discrepancies or questions regarding any Letter of
Transmittal, notice of withdrawal or any other documents
received by you in connection with the Exchange Offer shall be
referred to the Company and you shall have no further duty with
respect to such matter; provided, that you shall
cooperate with the Company in attempting to resolve such
discrepancies or questions. Any inconsistency between this
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Agreement, on the one hand, and the Prospectus and the Letter of
Transmittal (as they may be amended from time to time), shall be
resolved in favor of this Agreement.
22. The Company covenants and agrees to fully indemnify and
hold harmless each of you and your directors, officers,
employees or agents against any and all loss, liability, claim,
damage, cost or expenses, including attorneys’ fees and
expenses, incurred without gross negligence, willful misconduct
or bad faith on your part, arising out of or in connection with
the acceptance or administration of your duties under this
Agreement, the exercise of your rights hereunder or your
reliance on any instructions from the Company, including,
without limitation, the reasonable and documented costs and
expenses of enforcing this Agreement against the Company
(including this Section 22) and defending yourself
against any claim (whether asserted by the Company, any holder
or any other person) or liability in connection with the
exercise or performance of any of your powers or duties
hereunder. You will notify the Company promptly of any claim or
other action of which a responsible officer has received written
notice for which you may seek indemnity. Failure by you to so
notify the Company will not relieve the Company of its
obligations hereunder except to the extent that the Company is
prejudiced by such failure. The Company shall be entitled to
participate at its own expense in the defense of any such claim
or other action and, if the Company so elects, the Company may
assume the defense of any such claim or action and you shall
cooperate with the Company in the defense. In the event that the
Company assumes the defense of any such claim or action, the
Company shall not be liable for the fees and expenses of any
additional counsel thereafter retained by you, so long as you
have not determined, in your reasonable judgment, that a
conflict of interest exists between you and the Company. The
provisions of this section shall survive the termination of this
Agreement.
23. You shall arrange to comply with all requirements under
the tax laws of the United States, including those relating to
missing Tax Identification Number, and shall file any
appropriate reports with the Internal Revenue Service. Any
questions with respect to any tax matters relating to the
Exchange Offer shall be referred to the Company, and you shall
have no duty with respect to such matter; provided, that
you shall cooperate in good faith with the Company in attempting
to resolve such questions.
24. You shall deliver or cause to be delivered, in a timely
manner to each governmental authority to which any transfer
taxes are payable in respect of the exchange of Old Securities,
the Company’s check in the amount of all transfer taxes so
payable; provided, however, that you shall reimburse the Company
for amounts refunded to you in respect of your payment of any
such transfer taxes, at such time as such refund is received by
you.
25. This Agreement and your appointment as Exchange Agent
hereunder shall be governed by and construed in accordance with,
the laws of the State of New York without regard to conflicts of
law principals and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors
and assigns of each of the parties hereto.
26. The Company has consented to the non-exclusive
jurisdiction of any court of the State of New York or any
U.S. Federal court sitting in the Borough of Manhattan in
Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any
appellate court from any thereof. [The Company has appointed CT
Corporation System located at 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, XX 00000] as its authorized agent
upon which service of process may be served in any action or
proceeding brought in any court of the State of New York or any
U.S. Federal court sitting in the Borough of Manhattan in
The City of New York in connection with this Agreement.
27. BOTH THE COMPANY AND YOU HEREBY IRREVOCABLY WAIVE ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
ACTIONS CONTEMPLATED HEREBY.
28. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed
counterpart of this Agreement.
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29. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
30. This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly
authorized representative of the party to be charged. This
Agreement may not be modified orally.
31. Unless otherwise provided herein, all notices, requests
and other communications to any party hereunder shall be in
writing (including facsimile or electronic transmission) and
shall be given to such party, addressed to it, at its address or
telecopy number set forth below:
If to the Company:
Bancolombia X.X.
Xxxxxxx 00 #
00-00,
Xxxxxxx Xxx Xxxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx
Facsimile: 00
(0) 000-0000
Attention: Xxxxxxxx Xxxxxxx Xxxxx
If to the Exchange Agent:
The Bank of New York Mellon
Corporate Trust — Reorganization Xxxx
000 Xxxxxxx Xxxxxx — 0 Xxxx
Xxx Xxxx, XX 00000
Facsimile:
000-000-0000
Attention: Xxxxxxx Xxxxxxx
Or to such other address as either party shall provide by
written notice to the other party.
32. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration
Date. Notwithstanding the foregoing, Sections 20 and 22
shall survive the termination of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the
Company any funds or property then held by you as Exchange Agent
under this Agreement.
33. You may resign from your duties under this Agreement by
giving to the Company twenty (20) days’ prior written
notice, and the Company may terminate your appointment hereunder
on five (10) days’ prior written notice. Any successor
exchange agent appointed by the Company shall be vested with the
same powers, rights, duties and responsibilities as if it had
been originally named as Exchange Agent without any further act
or deed, but you shall deliver and transfer to the successor
exchange agent any property at the time held by you hereunder
and shall, upon payment of your charges thereunder, execute and
deliver any further assurance, conveyance, act or deed necessary
for such purpose as the Company may reasonably request. If an
instrument of acceptance by a successor exchange agent shall not
have been delivered to the Exchange Agent within 20 days
after the giving of such notice of removal or resignation, the
Exchange Agent being removed or resigning may petition any court
of competent jurisdiction for the appointment of a successor
Exchange Agent. The Company will pay all expenses incurred in
connection with such petition.
34. Subject to the provisions of section 17(j), you
may not transfer or assign or delegate your rights or
responsibilities under this Agreement without the prior written
consent of the Company.
35. This Agreement shall be binding and effective as of the
date hereof. This Agreement shall be binding upon you and your
successors and assigns and the Company and its successors and
assigns.
Remainder of Page Intentionally Left Blank
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Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the
enclosed copy.
Bancolombia S. A.
By: |
|
Name:
Title:
Accepted as of the date
first above written:
The Bank of New York Mellon, as Exchange Agent
By: |
|
Name:
Title
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