CONCESSION CONTRACT – FORM 12

TRUNK ROUTE OPERATION OF THE TRANSMILENIO SYSTEM - PUBLIC TENDER NO. 007 OF 2002

CONCESSION CONTRACT FOR URBAN MASS TRANSPORT PUBLIC

SERVICES

Between the undersigned: of the one part COMPANY OF TRANSPORT OF THE

THIRD MILLENIUM – TRANSMILENIO S.A. a stock corporation incorporated
among public entities of the district under the form of a public limited company of
commercial nature with public funds, authorized per Agreement No. 004 of
February 4th, 1999 of the Bogotá City Council, incorporated by Public Deed No.
1528 of October 13th, 1999 of Notary 27 of Bogotá, and registered in the Bogotá
Chamber of Commerce on October 21 st, 1999 under No. 974583, who in this
contract acts through its legal representative EDGAR ENRIQUE SANDOVAL
CASTRO, holder of I.D. 79’486.743 issued in Bogotá, referred hereinafter for all
purposes as TRANSMILENIO S.A.; and of the other, __________ who in this
contract acts through its legal representative, holder of I.D. No. ---------- issued in
-----------, hereinafter referred for all purposes as the CONCESSION HOLDER.

The legal representatives of the following entities execute jointly and severally (if it
is the case) this contract, in accordance with FORM 12 of the tender, who evidence
their qualifications as such and their respective powers with existence and legal
representation certificates and with the minutes of the competent corporate organs
of each corporation through which the respective authority was given (if any); these
documents will form an integral part of this contract.

AND WHEREAS

1. The Social Development and Public Works Plan for Bogotá D.C., 2001-2004
“BOGOTÁ, para VIVIR todos del mismo lado”, [BOGOTA all to live on the same
side] executed by Decree 440 of 2001 includes among its priorities, with its
corresponding strategies and programs, the development of the Mass
Integrated Transportation System of Bogotá.

2. The TransMilenio System has been conceived and is being developed as a

Mass Integrated Transportation System for Bogotá, based on a trunk-feeder
system equipped with a physical infrastructure which includes roads, bridges,
plazas and stations, to which private investors join as contractors and licensees
for the provision of mass transportation public service and its related services.

3. The TransMilenio System is implemented in various phases. Phase ONE,

presently in operation, runs in the following three corridors: Avenida Calle 80
which starts the trunk operation in Carrera 96 to the east of the city to Los
Héroes; Avenida Caracas which runs from Los Héroes to Portal de Usme with a
branch to el Tunal, and a branch to the Eje ambiental which runs along the
Avenida Jiménez, from Avenida Caracas and Calle 13 to Carrera 3 and Calle
19; and the North Highway corridor which starts in Calle 174 and joins Avenida
Caracas in Los Héroes intersection. The above three trunks represent a total of
41 kilometers of road network. Phase TWO of the TransMilenio System

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comprises the following corridors: TRUNK ROUTE Américas, TRUNK ROUTE

Norte –Quito – Sur and TRUNK ROUTE Suba.

4. The TransMilenio System started operations on December 18, 2000.

5. The TransMilenio System has been designed as an autonomous system in its

flows and with a balanced tariff technically structured which reflects the
variation of costs and efficiency of the System.

6. TRANSMILENIO S.A. is the owner of the TransMilenio System and as such, it

is responsible for the planning, management and control of the System.

7. TRANSMILENIO S.A. has conducted the studies corresponding to the System’s

demand, which have shown insufficiency of the fleet designated to the System
and the need to add new buses to guarantee the service in the new trunk
routes.

8. Per Resolution No. 151 of September 6th, 2002, TRANSMILENIO S.A. called
Public Tender No. 007 in order to award a non-exclusive and joint concession
with other licensees, the exploitation of the massive urban land transportation
public service of the TransMilenio System to the CONCESSION HOLDER,
under the terms and conditions and with the limitations provided for in this
Contract.

9. Per Resolution No ____ dated ____, the concession contract, object of Public
Tender No. 007 was awarded to whom in this contract shall be referred to as
the CONCESSION HOLDER, by notice dated ______ 20___

10. On this date, the term provided in the specifications of Public Tender No. 007
de 2002 for the execution of the concession contract being awarded is still in
force.

11. Based on the foregoing, the parties have agreed to execute this contract which
includes the following contents:

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PREFACE

1. DEFINITIONS

1.1. Abuse of a dominant position: Commercial, operational or financial practices

entered into by a concession holder or a group of concession holders, designed to
restrict free competition in the market of public transportation of passengers,
exercised in consideration of its position in the market, and in general, any
conduct provided by Law.

1.2. Final Delivery Document of assets delivered under administration: The

document (minutes) signed at the time of delivery in the operations yard by
TRANSMILENIO S.A. to the CONCESSION HOLDER, under administration.

1.3. Provisional Delivery Document of assets delivered under administration: The

document (minutes) signed at the time of partial delivery in the operations yard by
TRANSMILENIO S.A. to the CONCESSION HOLDER, under administration.

1.4. Authority Proceedings: The administrative proceedings issued by a competent

authority in exercise of its constitutional, legal or regulatory powers.

1.5. Successful bidder: The bidder to whom the contract has been awarded under
Public Bid No. 007 of 2002 called by TRANSMILENIO S.A., as a result of the
evaluation of its proposal, after verification of the concurrence of conditions and
requirements foreseen for such effects in the corresponding specifications.

1.6. Amicable composition: Is the mechanism for solution of disputes whereby the
parties appoint an individual or legal person, experienced and knowledgeable in
aspects related with the object and activities of the concession contract, to settle
the differences that may exist between the parties.

1.7. Year: For all legal effects, and in particular for the construction of the contractual
provisions where there is reference to a given number of concession years, a
“year” is understood as the twelve month consecutive period counted as of the
time provided for in this contract.

1.8. Parking area: Is the area in the operations yard destined to the parking of
vehicles which comprise the fleet of the trunk operation service and the feeder
buses of the TransMilenio System.

1.9. Inter-municipal paid area: Is the space assigned in the portals for access of
inter-municipal passengers.

1.10. Inter-municipal non-paid area: Is the space assigned in portals for the access of
inter-municipal passengers who have no access to the TransMilenio System and
therefore, no charge is paid.

1.11. Technical support area: Is the zone in the operations yard where all necessary
equipment and infrastructure will be installed for the provision of washing, fuel

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provision and technical maintenance services of the vehicles which comprise the
fleet to the service of the TransMilenio System.

1.12. Feeder bus: Is the vehicle which transports passengers in the area of influence of
the TransMilenio System, with operation and tariffs integrated with those of the
trunk operation.

1.13. Trunk bus: Is the special designed bus which meets the characteristics and
conditions foreseen in this concession contract, to operate on the trunk corridors,
and specially constructed for the mass transportation of passengers.

1.14. Operating costs basket: Is the structure of indicative costs of a typical operator.

1.15. Average load per vehicle: Average number of passengers per vehicle,
measured in a time interval and in a given road stretch, during the evaluation
period established in accordance with the service needs defined by
TRANSMILENIO S.A.

1.16. Control center: A space specially conditions and composed of equipment,

computer applications, data and personnel and third parties in exercise of
collateral activities, for the location, follow-up, coordination and other activities for
managing the TransMilenio System fleet.

1.17. Collection consolidation centre: Is the technological platform comprised by,

among others: logical and physical installations, communication devices,
hardware, operative software, communications software, application and
complementary software which has as main function, the administration of all
processes and procedures as a result of the operation of consolidation of
information of collection systems. This centre has the capacity of administering
and controlling the hardware, the software and the communications infrastructure
for its operation and inter-relation with technological platforms of the collecting
systems. Additionally, this centre provides a wide range of services and support
for the information systems of collectors and of TRANSMILENIO S.A.

1.18. Service Certificate: This document accredits compliance by a concession holder

with all requirements established in the concession contract to allow the
incorporation of a trunk bus to the trunk operation, with the purpose of providing
mass passenger transportation in the TransMilenio System.

1.19. Penalty Clause: Is the valuation that the parties make, in exercise of the
autonomy of their own will and mutual agreement, regarding the sums accepted to
be paid on account of damages for consequential damage, loss of profits,
sanctions and indemnities caused by one contracting party to the other as direct or
indirect consequence of acts or omissions of the other. Damages caused due to
non-compliance will be understood to be estimated in the penalty clause and
cannot be claimed for a lesser value. However, if this is the case, concession
holders shall pay damages which are evidenced higher to the estimated value in
the penalty clause.

1.20. Concession-Grantor: Is any public contracting entity, which by virtue of this

contract is referred to as TRANSMILENIO S.A.

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1.21. Concession Holder: Is the person who acts as the contractor of the Concession
Grantor, who by virtue of this contract assumes the exploitation of the passenger
urban mass automotive land transport public service of the TransMilenio System,
for his own risk and account, under the conditions established in the concession
contract and under the supervision and control of the Concession-Holder,
TRANSMILENIO S.A., in Exchange for remuneration consists in sharing the
TransMilenio System revenues and the Concession-Holder income and the
payment of the right to the exploitation of the concession.

1.22. Conciliation: A mechanism through which the parties in the contractual

relationship in a conflict, can seek to settle their disagreements through the
intervention of a person or persons known as “conciliator(s)”, in a Conciliation
Centre or through a legally authorized entity to carry out this function, whose
purpose is to propose formulas for the solution which the parties may or may not
accept to settle their conflicts.

1.23. Contingency: An event, situation or circumstance which is unexpected, even if

foreseeable, and which causes damages which affect the normal and appropriate
provision of the service.

1.24. Concession Contract: The Contract between TRANSMILENIO S.A. and the
Concession-Holder as a result of Public Tender No. 007 of 2002 or of any other
bid on the same matter.

1.25. Trunk corridors: Are the lanes of the TransMilenio System and which run on the
major roads of the two arterial grids (main and complementary).

1.26. Right of exploitation of the concession: Is the payment made by the

Concession-Holder as part of its remuneration to the grantor entity on account of
the concession of the exploitation of the passenger urban mass automotive land
transport public service.

1.27. Emergency: Events or unexpected accidents which require immediate action.

1.28. Operating Scheme: Is the set of services, stops, cycle and operation times
designed to meet the demand in a given period of time.

1.29. Head integration stations: These stations are located at the end of the trunk
corridors where boarding of trunks, feeders and inter-municipal buses take place,
where passengers board and are dispatched from and to an urban and inter-
municipal feeder network.

1.30. Intermediate integrated stations: These are stops on the trunk corridors in which
users may transfer between the urban feeder routes and trunk routes.

1.31. Simple stations: These stops along the main corridors, in which users board and
alight from and to buses of high capacity that run along the trunk routes.

1.32. Operating standards: Is the set of parameters related with a service level
appropriate to the passenger, which includes, among others; accessibility, clearing
conditions, comfort, vehicle maintenance, regularity in service and security.

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1.33. Liquid Retention: Refers to the property of the material with which vehicle´s floor
is coated, in that it must guarantee that the floor is kept without leaks and
therefore, is capable of retaining liquids.

1.34. Collateral exploitations of the system: These are activities undertaken for
profitable, commercial or institutional purposes which TRANSMILENIO S.A.
reserves and which may be performed within the framework of the law, based on
added value or alternative commercial uses of the System infrastructure, and of
the assets or intangible values which are derived from the ordinary activities of the
TransMilenio System.

1.35. ISO 9000 Standards: Set of norms which guide the implementation of the quality
management systems.

1.36. Effective date of the Initiation stage of regular operation: Is the date which for
this purpose defines TRANSMILENIO S.A. and which will be communicated by
TRANSMILENIO S.A. to the Concession Holder, being understood as the initiation
of the concession.

1.37. Effective date of the Initiation of the pre-operative stage: Coincides with the
effective date of initiation of the Concession Contract.

1.38. Effective date of Initiation of the reversion stage: Is the date in which the
regular operating stage of this contract ends and the reversion of assets starts.

1.39. Effective date of Initiation of the Concession Contract: Is the date in which the
CONCESSION HOLDER meets the requirements for the execution of the contract,
provided in the specifications of Public Tender No. 007 of 2002, called by
TRANSMILENIO S.A. which gave rise to the award of this concession contract.

1.40. Effective date of termination of the Concession: Is the date in which the
regular operating stage ends, certified by the supervisor of the contract.

1.41. Effective date of termination of the contract: Is the date in which

TRANSMILENIO S.A. issues a certificate receiving the total amount of restitution
assets to which the CONCESSION HOLDER is obliged under the terms provided
for in this Contract. It also will be the date established for the anticipated
termination of the contract according to law and to contractual provisions.

1.42. Fleet: Is the set of vehicles with characteristics, specifications and typology
provided for in the concession contract and required by the TransMilenio System
for passenger urban mass automotive land transport public service.

1.43. Frequency of the service: Is the rate of passage of vehicles in a time unit of a
given service.

1.44. Qualification: Is the authorization for the provision of public transport service in
the requested modality, issued by the competent transport authority to the
CONCESSION HOLDER.

1.45. Peak Hour or critical hour: Is the time interval in which the higher number of
passengers of the transportation system occurs in the course of a day.

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1.46. Trough Hours: These are time intervals before, between and after peak hours.

1.47. Performance indicators: Measurements followed to verify compliance of

objectives and plans designed for the trunk operation.

1.48. Operating indicators: This indicator reflects the status and evolution of the
operation of the vehicle and/or group of vehicles that form the CONCESSION-
HOLDER´s fleet

1.49. Transportation Infrastructure of the TransMilenio System: Is the set of

corridors, stations, properties, infrastructure works, urban mixtures and public
space integrated to the urban mass transport public services under the modality of
land transport in the city of Bogotá.

1.50. Infrastructure delivered under administration: Is the set of assets by which

TRANSMILENIO S.A. is responsible, whose tenure is delivered under
administration to the CONCESSION HOLDER as support of the System.

1.51. Income of the CONCESSION HOLDER: Is the gross share that corresponds to
the holder in each weekly liquidation according to the number of kilometers
traveled, before any kina of expense, set-off, lien, tax, or in general, of any
deduction.

1.52. Interval: This is the period of time elapsed between the passages of two
successive vehicles on the same point.

1.53. Itinerary: Is the route of a trunk bus, for one time, in a scheduled service during
an assigned itinerary.

1.54. Kilometers in service: Is the number of scheduled kilometers and actually

traveled by the CONCESSION HOLDER for the provision of passenger
transportation services according to which payments corresponding to concession
holders are liquidated.

1.55. Kilometers in non-service. Is the number of kilometers run by a bus, without

passengers, needed to meet the orders for the passenger transportation service
defined in the Operation Service Programs.

1.56. Corrective maintenance: Is the immediate repair of vehicles which present

failures or defects of any kind.

1.57. Preventive maintenance: Interventions made in vehicles designed to avoid the

deterioration or failure of the vehicle and to guarantee its functionality in optimum
operating conditions.

1.58. Coverage mechanisms: This is the set of strategies, procedures, precautions

and business conditions which have the direct or indirect, total or partial object, of
mitigating the effects that a risk may generate.

1.59. Means of payment: This refers to the means used to evidence payment of the
tariff for the use of the TransMilenio System services, in this case, a smart card

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with no contact, or any other jeans which in the future TRANSMILENIO S.A. may
approve or define.

1.60. Service levels: Objectives which the fleet must meet to plan, control and measure
the performance of same.

1.61. ISO 9001 standard: This is the norm used as reference for obtaining the ISO
9000 certification, which specifies the requirements that must be met for the
effective implementation of a quality management system in an organization.

1.62. Operation of the TransMilenio feeders: This is the activity of the feeder buses,
designed to provide passenger transport service which channels demand for the
service from peripheral areas of the city to the trunk operation.

1.63. Related credit operations: These are transactions, business or operations

undertaken by the CONCESSION HOLDER with financial entities duly authorized
by the Republic of Colombia for that purpose, or with providers, designed to obtain
facilities of liquidity, capital funds, assets and services, which allows them it to
make the direct investment with the execution of the object of the Concession
Contract.

1.64. Operation of passenger public transportation system: Is the activity by which

the passenger public transportation system is managed, planned and provided,
authorized by the competent authority.

1.65. Inter-municipal Operation: Is the activity developed by inter-municipal vehicles

for the inter-municipal public transportation service.

1.66. Trunk operation of the TransMilenio System: This is the activity undertaken by
the holder within the trunk-feeder system, designed to the provision of passenger
transportation service among head, intermediate and simple stations of the
TransMilenio System.

1.67. Operations yard: This is the area delivered under administration to the
CONCESSION HOLDER, in which the technical support areas and parking areas
of the vehicles which form the fleet at the service of the TransMilenio System
operation.

1.68. Operating Permit: Is the authorization granted by TRANSMILENIO S.A. to the

entity qualified to provide the public transportation service in specific areas of
operation, services and time schedules or dispatch frequencies in accordance with
this contract.

1.69. Operating Plan: Is the specific offer level for an operating scheme in a
representative period of time, whose application may extend to other similar
periods. This plan is defined in accordance with the season’s demand. One or
more operating plans form the Operating Services Program (O.S.P).

1.70. Operating Services Program: Is the set of operating plans which form the trunk
system schedule for a given period of time.

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1.71. Carrier owner: Is an individual, owner of maximum 2 collective public transport

vehicles, registered in Bogotá and which operate within the urban perimeter, with
valid ownership card (transit license) issued before June 1st, 2002.

1.72. Stops: These are simple stations, head integration stations or intermediate
integration stations, where trunk buses are obliged to stop in accordance
according to the service plan and in development of the operation.

1.73. Point of sale: This is the place where means of payment are dispensed and
recharged for the use of the TransMilenio System.

1.74. Collector(s): Is(are) concession holders who undertakes activities in the

TransMilenio System.

1.75. Collection: Is a set of processes designed to the reception, consolidation,

transportation and deposit of the moneys derived from the initialization, charge
and sale of the means of payment in the points of sale of the TransMilenio
System.

1.76. Asset registration: This is the document which the CONCESSION HOLDER
must prepare and keep updated, which records in detailed form, the location,
status and date of incorporation of all assets received by the holder in
administration or the assets that the holder may incorporate for the execution of
the concession.

1.77. Regulations and Manuals issued by TRANSMILENIO S.A.: This is the set of
norms, provisions, regulations or instructions given or to be given by
TRANSMILENIO S.A. for the proper operation, management or administration of
the TransMilenio System and which the concession holders are obliged to follow.

1.78. Excesses: These are the higher values resulting from the consolidation of the
money collected for sale of means of payment, compared with the number of
means of payment sold at the value of the commercial tariff to the user, in a given
period of time, and which will be transferred to the Contingencies Fund of the
escrow of the System’s funds.

1.79. Fleet replacement: This is the procedure whereby the incorporation of a new
vehicle replaces other which leave the service and which are subject to a total
physical disintegration process and cancellation of the respective registration.

1.80. Contractual and Extra-contractual civil liability: This is the obligation, legally
enforceable, by one party to the other, which results from acts, omissions or
contracts.

1.81. Environmental risk: Is the contingency derived from compliance, non-

compliance, changes or liabilities resulting from environmental licenses or from
environmental management plans (or from permits or licenses replacing same), if
any, on occasion or as a result of the execution of this contract; lack of such
licenses or plans or violation or non-compliance of applicable environmental
regulation.

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1.82. Demand risk: This contingency consists in the eventual reduction in the number
of passengers actually transported by the TransMilenio System, compared to the
estimates made by the CONCESSION HOLDER at the time of structuring his
economic proposal under Public Tender No. 007 called by TRANSMILENIO S.A.

1.83. Financial capability risk: This contingency consists in the fact that entities,
financial institutions or suppliers may or may not grant, total or partially, to the
holder, the required or adequate financing to meet the investment obligations
imposed in this concession contract.

1.84. Financial risk: This is the contingency that arises from the turnover in the
operating cost or financing of the CONCESSION HOLDER, as a result of the
possible variation in interest rates, exchange rate or any other factor, regarding
margins estimated by the CONCESSION HOLDER at the time of filing his offer

1.85. Cash flow risk: This contingency consists in that for any ordinary or extraordinary
reason, a lesser value in revenues is generated compared to the estimates made
by the CONCESSION HOLDER.

1.86. Force Majeure risk: This contingency consists in the adverse impact which
unforeseeable or irresistible events may have on the execution of this contract.

1.87. System Implementation Risk: This contingency consists in the impact which in
costs, cost of opportunity and return of investment foreseen by the CONCESSION
HOLDER may have internal or external factors to the TransMilenio System, which
may it difficult or delay the implementation process of same.

1.88. Operating Risk: This contingency consist in the eventual higher cost of the
operation, maintenance or availability of operating inputs or variation of price or
cost of same, with relation to estimated forecasts made by the CONCESSION
HOLDER.

1.89. Political Risk: This contingency consists in the possibility of changes in the
political situation of the country or in the macroeconomic conditions, which affect
the flows of the CONCESSION HOLDER.

1.90. Regulatory Risk: This contingency consists in the regulatory, administrative, legal
or constitutional changes which may affect the flows of the System.

1.91. Investment return risk: This contingency consists in the eventual impossibility of
recovering all or part of the investment by the CONCESSION HOLDER in the
estimated tie, and in the eventuality of success or failure of the business.

1.92. Tax Risk: This contingency consist in the variation of the tax structure or
regulation of any tax of national, departmental or municipal order, or in the
imposition of taxes, rates, contribution, mandatory investments, mandatory credits
or similar figures provided by law or any other legally mandatory norm and which
applies to the execution, signature, compliance or liquidation of this contract.

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1.93. Risk of recovery of the salvage value of vehicles: This contingency refers to
the eventual possibility to repay vehicle investment, made by the CONCESSION
HOLDER, for exhaustion of the contract term.

1.94. Risk of tariff variation ordered by the competent district authority: This
contingency consists in the detriment which in the revenues of the TransMilenio
System may cause a change in the user tariff caused by an act of an authority
which may be considered as the “State Fact”.

1.95. Service routine: Sequence of itineraries that a bus runs in one or more services
in a given period of time.

1.96. Feeder services: These are services originated in the periphery of the city or of its
zone of influence, which channel the service demand to the TransMilenio System,
through its operative and tariff integration with the trunk System.

1.97. Service: Sequence of stops which the buses must make in accordance with the
service routines designed by TRANSMILENIO S.A.

1.98. Current Service: Transportation service with stops in all service stations.

1.99. Voice and data service: This service allows adequate communication between
the fleet control centre and the trunk buses.

1.100. Express service: This transport service only stops at certain designated stations.

1.101. Urban mass transport public services on the TransMilenio System: This is a
public service consisting in the mass mobilization of passengers, using buses
along the set of routes of the TransMilenio System, within the city limits of Bogotá,
and its area of influence, in conditions of freedom of access, quality and security of
users, and subject to an economic consideration.

1.102. Service or trunk service: This is a bus line that runs along exclusive corridors of
mass transport and is defined by a route, a frequency and stations in which
vehicles stop to board and alight passengers.

1.103. Operating control system: This is a set of equipment, infrastructure and

processes which allow the performance of scheduled, regulation and control
activities of the TransMilenio System fleet.

1.104. Localization System: Is the satellite communication system or any other

procedure or device which allows to locate the position of the vehicles at all times.

1.105. Collection system: This is formed by all equipment, infrastructure and processes
for the collection of sale of tickets for the use on the TransMilenio System to be
effected.

1.106. TransMilenio System: This is the set of infrastructure, properties, assets,

equipment, installations and operating and control systems forming the passenger
mass automotive land transport system in the mode of bus transport, in Bogotá
D.C.

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1.107. Trunk system: This is the set of trunk corridors which form the TransMilenio
System.

1.108. Trunk-feeder system: This is the operating model adopted by the TransMilenio
System. It comprises lines of relatively low demand, operated by conventional
buses of low capacity, in the peripheral areas or feeder basis. This system feeds
the head or inter-municipal integration terminals where passengers board the
TransMilenio System with an integrated tariff, and board articulated vehicles of
higher capacity to arrive to their destination point. The vehicles of the
TransMilenio System run along trunk routes of high demand, with the integrated
tariff.

1.109. Fleet size: The number of trunk buses of the CONCESSION HOLDER, according
o possibilities and needs required for the adequate provision of service, in
accordance with the specifications of Public Tender No. 007 pf 2002.

1.110. Ticket window: The physical space where the sale of the means of payment
necessary to access the TransMilenio System is made.

1.111. Technical operating tariff: This is a tariff which covers costs, expenses and
usefulness of the System.

1.112. User tariff: Is the cost of the ticket for the use of the TransMilenio System
services, charged to the System’s users.

1.113. No-Contact Smart Card (TISC): A card as means of payment of the ID-1 type,
according to the typology specified in the ISO/EC7810 norm, which integrates
circuits which have been placed in communication, in such a way that they form to
a No-Contact system, which may be charged and recharged and from which the
exact tariff per journey which the user must pay, is deducted.

1.114. Assumption of the concession: This is the exceptional procedure by which

TRANSMILENIO S.A., opts to assume the obligations and rights which this
contract confers to the CONCESSION HOLDER, either directly or through a
guarantor of the CONCESSION HOLDER, in accordance with Law 80 of 1993,
having complied with the requirements established for that effect in this
concession contract.

1.115. Critical section: This is a determined section of the corridor which shows the
highest number of passengers transported during a fixed period of time.

1.116. TRANSMILENIO S.A.: A stock corporation comprised by public entities of District

order, per Public Deed No. 1528 of October 13th, 1999 of Notary 27 of Bogotá,
registered in the Chamber of Commerce of Bogotá under No. 974583 and
domiciled in Bogotá, which by virtue of this contract grants to the CONCESSION
HOLDER the economic exploitation of the passenger urban mass automotive land
transport public service of the TransMilenio System.

1.117. Mass Transit: This is the activity of passenger transport in an organized mass
transit structure.

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1.118. Arbitration tribunal: An organ composed o fan odd number of persons known as
arbitrators, who decide on the solution of a conflict in which the parties have
expressly waived recourse to the ordinary civil courts.

1.119. Trunk route: A main road in the TransMilenio System, with special and specific
urban infrastructure for the transit of trunk vehicles and system, for access,
boarding and alighting of passengers, and the collection of the value of tickets for
the use of the system, and defined as a trunk route for the purposes of operation
by TRANSMILENIO S.A.

1.120. Logic unit: Equipment which must be installed in the trunk buses for its location,
control, regulation and communication with the control centre.

1.121. Inter-municipal vehicle: A vehicle duly activated for the provision of the inter-
municipal transportation service.

1.122. System influence Zone: This is an urban or peripheral zone or area which has
direct or indirect access to the TransMilenio Services and in which the mobility or
welfare of users benefit from the System’s services.

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PART I

DESCRIPTION OF THE SYSTEM

TITLE 1- INTRODUCTION

1.1 Bogotá has undertaken an ambitious mobilization program to face the

serious transportation problems as a result of the poor intervention of the
State, the rapid and disorderly population growth and the use of private
vehicles. The actions in progress seek to promote the non-automotive
mobility, reduce the use of private vehicles and to develop a mass transport
of passengers based on buses: TransMilenio.

1.2 The Office of the Mayor of Bogotá has been developing and implementing,
through Transport Company of the Third Millennium TRANSMILENIO S.A.,
the TransMilenio System, as a strategy for solving the mobilization problems
of the capital under the perspective of prioritizing the mass public transport
system as opposed to individual transport systems in order to structure an
integrated transport system which offers higher quality, security and
reliability from users of corridors with the highest passenger demand in the
city.

1.3 The TransMilenio System has been structured based on the regulations
which governs the incorporation and operation of passenger mass transport
systems; the System has a special infrastructure specifically designed to the
functionality of most part of the System, transportation equipment with
functional and technical specifications and a management scheme which
combines in an organized manner, the two previous elements under a single
System, designed to transport a high volume of passengers, thus
responding to the mobilization needs of the Bogotá D.C. and those who live
in its area of influence.

TITLE 2- PRINCIPLES AND OBJECTIVES OF THE TRANSMILENIO SYSTEM.

1.1 PRINCIPLES

The design of the TransMilenio System is based on the respect of the fundamental
rights to life, equality and diversity and to improve the productivity of the city,
reflected in:

2.1.1 Respect for life: human treatment to users and drivers, reduction of
accidents, reduction of contaminant particles.

2.1.2 Respect to users´ time: considerable reduction in journey times in order to

enable users to carry out their productive, cultural or recreational activities.

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2.1.3 Respect for human diversity: acknowledgement of the differences of

individuals giving access to all in an equitable manner, independently of the
physical condition, age, gender or family income.

2.1.4 Quality and Consistency guarantee of service provision with the higher
international standards for all persons, all the time.

2.1.5 Cost effective: affordable for users, profitable for private operators and
economically feasible for the State.

1.2 OBJECTIVES

The TransMilenio System is oriented to:

2.2.1 Improve the life quality of the TransMilenio System users and of the
inhabitants of Bogotá, D.C..

2.2.2 Optimize the mass public service in the city of Bogotá.

2.2.3 Provide a financially feasible and efficient transportation service.

2.2.4 Reduce journey times of the Bogotá inhabitants.

2.2.5 Promote environmental health of Bogotá.

2.2.6 Guarantee service quality and attention to passengers.

2.2.7 Minimize the service tariff to the user.

2.2.8 Encourage its use.

2.2.9 Promote the continuous improvement of the service.

2.2.10 Make of TRANSMILENIO S.A. an economically self-sufficient entity.

2.2.11 Generate employment for Colombians within an efficiency margin.

2.2.12 To promote cultural acceptance of mass transport media among the

population.

The principles and objectives of the TransMilenio System will be taken into account
for the adequate understanding and construction of this concession contract and
consist of the guidelines which enable to determine the scope of rights and
obligations which the contract vest on the parties.

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TITLE 3- REGULATION AND CONTROL MECHANISMS OF THE TRANSMILENIO

SYSTEM

3.1 The Transport Authority of Bogotá is the City Traffic Office which exercises
the faculties conferred by Law regarding the public transport of passengers
in the city of Bogotá.

3.2 The Ministry of Transport, the Office of the mayor of Bogotá, the City Traffic
Office, the Urban Development Institute (IDU), TRANSMILENIO S.A., and
other public entities will undertake the competencies and faculties conferred
to them by Law or its regulations, subject in the exercise of their functions, to
the conditions stipulated by the Law in force, and those which may be
stipulated in the future.

3.3 TRANSMILENIO S.A. is the owner of the TransMilenio System, and as such,
it undertakes the planning, management and control activities of the System.
Thus, TRANSMILENIO S.A. establishes the needs and expansion projects
of the System, defines the coordination and complementation of the System
with other modes of collective and/or mass transport; and coordinates the
activity of the trunk and feeder lines of the System developed by private
entities, determining the services, frequencies and all other factors of the
operations which have incidence on the variables that result in the efficiency
as a massive means for passenger transportation.

TITLE 4- COMPONENTS OF THE TRANSMILENIO SYSTEM

1.3 General

4.1.1 TransMilenio comprises four components: (i) an adequate infrastructure for

mass transport; (ii) an efficient operating system; (iii) a modern collection
system, and (iv) a new planning, management and control establishment
permanent in the system. The infrastructure, management, control and
planning of the system are provided by the State, while the operation and
collection activities are contracted with the private sector.

4.1.2 The TransMilenio infrastructure includes trunk routes and feeders, stations
and complementary infrastructure. The trunk routes are the central lanes of
the main roads of the city, physically separated by mixed use lanes. The
trunk routes will be implemented gradually until the total demand of public
transport services in the city are covered. In the next 14 years, 22 corridors
with a total length of 388 kms are anticipated. The system has feeder
services in the influence area of the integration stations.

4.1.3 The stations of the trunk system are closed and covered spaces, with
payment points at the entrance, located in the central separators of the trunk
routes every 500 meters in average, with one to three stops (between 40
and 180 long). The system also includes pedestrian access infrastructure

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and from other modes of transport, and spaces to carry out maintenance
activities and bus parking.

4.1.4 For the maximization of the offer, there are two types of trunk services:
express services and normal services. Express services stop only in pre-
established stations. Normal services serve all stations along the route. The
combination of express and normal services allow the mobilization of up to
45,000 passengers per hour per direction. The vehicles used in the
TransMilenio trunk route services are articulated buses with a capacity of
160 passengers and advanced mechanical characteristics. The feeder
buses are vehicles with medium and low capacity.

4.1.5 The operation of the System is undertaken by private entities under strict
conditions established in the concession and operation contracts and under
a centralized control. The TransMilenio operators are legal entities and
consortia formed by traditional urban transport entities of Bogotá, associated
with national and foreign business entities. The operating entities are
selected through open bidding processes. The remuneration is made based
on the number of kilometers run and the tariff being offered.

4.1.6 To access stations, passengers use advanced payment methods. All the
collection system, including the production and sale of means of payment,
manufacture, assembly and maintenance of the reading equipment,
processing of information and cash management Is undertaken by private
entities, contracted through bidding processes. The money resulting form
the collection is deposited in an escrow responsible for making payment to
the operators (trunk routes and feeders), as stipulated in the contracts, and
taking into account the fines that there may exist.

4.1.7 TRANSMILENIO S.A. operates a Control Centre which allows the

supervision of the services. Each vehicle in the trunk routes is equipped with
a GPS receptor device, a computer where the itinerary is programmed and
a communications system by which the bus operator reports and receives
information from the Control Centre. The feeder buses are equipped with a
report-transponder unit, which transmits information to markers at the
entrance and exit points of the integration stations.

1.4 Present Operation

The present operation is made in the following three corridors:

TRUNK STARTING ROUTE END KM

ROUTE POINT
Calle 80 Cr 96-Cl 80 Calle 80 Cl 80-Av 10
Caracas
Caracas Cl 80-Av Caracas Av Caracas Cl 63 Sur-Av 17

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Caracas
North Highway Cl 174 – North North Highway Cl 80 – Av 10
Highway Caracas
Tunal section Av Caracas- Av Av Av Villavicencio 2
Villavicencio Villavicencio –
Av Boyacá
Environmental Cl 13 – Av Av. Jiménez Cl 19 – Cr 3 2
belt Caracas
TOTAL 41

4.2.1. There are at present 470 articulated buses which provide the service known
as trunk route, and 232 equivalent vehicles which serve the feeder services
in operation in 4 head stations and 4 intermediate stations located in Calles
40 y 51 sur and Avenida Caracas and Carrera 77 and Avenida Ciudad de
Cali and Calle 80.

4.2.2. The passenger urban mass automotive land transport public service along
the trunk corridors of Phase ONE of the TransMilenio System is made by
the following private operators:

4.2.2.1. Integrated transport system SI 99: Operations yard Usme Portal with 160
articulated vehicles.

4.2.2.2. Future Express: Operations yard - Portal calle 80 with 120 articulated
vehicles.

4.2.2.3. Sociedad Internacional del Transporte Masivo (SITM): Operations yard –

North Highway Portal with 100 articulated vehicles.

4.2.2.4. MetroBus: Operations yard - Portal del Tunal with 90 articulated vehicles.

4.2.3. The operators of the feeder system of trunk routes for Phase ONE, are the
following:

4.2.3.1. Sidauto S.A.: With 57 vehicles in the bays of Calle 80 and 47 vehicles in
the Ciudad de Cali station with Carrera 77.

4.2.3.2. Alimentadores del Norte U.T “ALNORTE“: With 33 vehicles in the head
station of the Portal del Norte.

4.2.3.3. Alimentadores consorciados “ALCON”: With 45 vehicles in the head station

of Tunal.

4.2.3.4. Codatermil: With 49 vehicles in the Portal de Usme and 12 vehicles in the
Molinos station.

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4.2.3.5. Uribe - Uribe: With 9 vehicles in the intermediate station of Calle 40 Sur.

4.2.4. The System also has 61 stations or simple stops in operation, along the
trunk corridors. These stations are separated at an average distance of
500 meters, with platforms at 90 centimeters of the road level to allow level
access to the articulated vehicles. Each station is equipped with pedestrian
access unleveled or leveled, as the case may be, with plazas specifically
designed to facilitate users the use of the system.

4.2.5. The infrastructure of the System comprises Operations yards where

parking and preventive and corrective maintenance activities of the fleet
which provides the mass transport service are carried out, and which
guarantee daily the quality and security of vehicles in operation. These
sites are also equipped with the appropriate infrastructure for the
administration of the operation.

4.2.6. The System has been implemented within the technical parameters
required. Each contracted work has had technical, administrative and
financial supervision, responsible to verify the execution of the contracts in
accordance with established specifications.

4.2.7. The access points to the stations are located, in most cases, at their end
points, equipped with turnstiles which allow collection and entrance and
exit control of users, and at least a sale ticket window for the sale of means
of payment for the use of the TransMilenio System.

4.2.8. In most cases, in the sidewalks opposite access to stations there is space
or small plazas provided.

1.5 Phase TWO operation

The development Plan of the Capital District “BOGOTÁ para VIVIR: todos del
mismo lado”, establishes as one of its objectives to achieve an “intelligent mobility”
in the city, the implementation of trunk corridors: Américas, Norte - Quito - Sur and
Suba. These trunk corridors will take as model the corridors implemented in Phase
ONE of the TransMilenio System.

Figure 1 shows a plan of Bogotá with existing trunk corridors of Phase ONE and
those which will be implemented for Phase TWO of the Project with intermediate
and head stations.

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Figure 1 Trunk route Map- Phase TWO

These corridors will include stations with bridges and small plazas, or level
passages depending on space limitations. Each simple station will have access
points where turnstiles for the entrance and exit control of users and at least three
ticket windows.

The System will have also operations yards at the end of each corridor for
technical support and parking of the TransMilenio System fleet and integration
stations for passenger transfer between feeder buses (urban and inter-municipal)
and trunk buses.

Table 1 describes some characteristics of the Phase TWO corridors.

The future trunk routes planned for Phase TWO will be connected through the
infrastructure to the already existing trunk routes in the following points: a) North
Highway trunk route: in Calle 92 will connect with the NQS trunk route in north-
south directions and vice versa by means of a bridge, and (b) Calle 80, NQS and
Suba trunk routes will be connected between each other, in the north-south, east-
west directions and vice versa.

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Table -1 – Characteristics of trunk corridors – Phase TWO

TOTAL
AMÉRICAS NQS SUBA
Phase TWO
ROUTE
Calle 13-Cra. North highway- Calle 80 - Av.
Start
10 Calle 92 Suba
Calle 13; NQS (Av. Av. Suba
Américas; Av. Quito) (A.Bateman);
Route
Cali Transversal de
Suba
Av. Cali - NQS - Calle 10 Transversal de
End
Av.V/cencio Suba - Av. Cali
LENGTH
Kilometers 11 9 10 30
SIMPLE STATIONS
Number 16 11 13 40
INTEGRATION STATIONS
Av. Jiménez
(Calle 13-Cra
Trunk route 12)
Ricaurte (Calle Ricaurte (NQS
3
13 – Cra. 28) – Calle 12)
Banderas (Av.
Intermediate Américas –
Cra. 75)
PEDESTRIAN BRIDGES
Number 10 15 2 27
PORTAL AND YARDS
Av. Ciudad de Cr 30 con Calle Av. Ciudad de
Cali con Av. 19 (Garage) Cali con Av.
Location
Villavicencio Transversal de
Suba
CONNECTIONS
Caracas Calle 92; Calle 80; NQS
Trunk route Calle 80; Suba

TITLE 5- OPERATION VEHICLES OF THE TRANSMILENIO SYSTEM

5.1. The System consists of articulated vehicles and feeders, of typologies

appropriate to the characteristics of the infrastructure used and to the
operative design of the System, It also has special technical specifications
which mitigate the environmental impact of its operation in the city f Bogotá.

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5.2. The vehicles must be kept during the life of the concession in the quality
conditions as are systematically established and controlled by
TRANSMILENIO S.A.

5.3. The vehicles operate exclusively for the TransMilenio System and are the
property or are operated by concession holders.

5.4. In addition, the System has integrated the inter-municipal operation of

vehicles originated in municipalities of the Sabana and Bogotá as destination
points.

TITLE 6- COLLECTION COLLECTOR-HOLDERS

6.1. For the provision of the collection service, there is a collection concession
holder of Phase ONE, which has points of sale in the stations, which in turn
are equipped with electronic payment points, integrated to the access control
turnstiles of the TransMilenio System.

6.2. The electronic collection system is based on the use of No-Contact smart
cards. In the future, TRANSMILENIO S.A shall be able to define any other
type of medium for this effect. This collection system is equipped with devices
which control access with tickets sold and monitor the demand of the
TransMilenio System.

6.3. This information is generated in each station but is consolidated in the Data
Processing Unit, such that it allows the future planning and programming of
the System.

6.4. In order to use the TransMilenio System, the user must have acquired
previously the No-Contact smart card or the means of payment which
TRANSMILENIO S.A. may establish in the future, which can be found mainly
in the stations.

TITLE 7- CONCESSION HOLDERS OF THE TRUNK ROUTE OPERATION

7.1. The trunk route operation of the TransMilenio System is undertaken from the
activity of several private operators bound to the System by means of non-
exclusive concession contracts signed with TRANSMILENIO S.A., through a
contractual relationship subject to the terms and conditions of the respective
contract. CONCESSION HOLDERS will undertake the required activities for
the mobilization of passengers via the trunk corridors of the TransMilenio
System.

7.2. The private operators are responsible for the provision of the transport
service by compliance of the services, frequencies and time schedules
assigned to them by the System manager, provision of the necessary
transport equipment for the operation, control and maintenance of its

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automotive fleet, management and responsibility of supervision and control of

the parking areas in the operations yards, and the provision, administration,
maintenance and operation of the technical support areas which
TRANSMILENIO S.A. may assign to it under administration to undertake the
activities of the concession.

7.3. There are four concession holders of the trunk route operation assigned to
Phase ONE of the TransMilenio System; this operation will be integrated by
Phase TWO concession holders by means of the corresponding concession
contracts.

7.4. The revenues of the trunk route operators will be defined as provided in the
corresponding contract.

TITLE 8- FEEDER BUS OPERATORS

8.1. The feeder operation of the TransMilenio System is undertaken from the
activity of several private operators, who carry out the activities required for
the mobilization of passengers from specific urban, suburban or municipal
areas of the city to the integration stations of the trunk System, through
services which are defined by TRANSMILENIO S.A., and whose object is to
maximize the occupation of the trunk route and coverage of the TransMilenio
System.

8.2. The operators of the feeder service join the System by means of contracts
signed with TRANSMILENIO S.A., and its activity is contractually regulated in
accordance with operation conditions and regulations provided for in the
respective contracts.

8.3. The feeder operators are responsible for the provision of the transport system
in the feeder service of the TransMilenio System. This system is formed by
the group of services which have been designed to circulate within an area
delimited by TRANSMILENIO S.A., such that determined integration stations
are fed through the compliance of services, frequencies and time schedules
assigned to it by the manager and whose control is carried out at arrivals and
departures to and from the head integration and intermediate stations. The
feeder operator is responsible for incorporating the service of the feeder
buses, as well as the necessary equipment for the operation, control and
maintenance of its fleet.

TITLE 9- RELATED SERVICES

9.1. The TransMilenio System will have supervision, cleaning and maintenance
services in the stations in order to obtain a high quality in the service which
the System provides to users and to encourage System acceptance.

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9.2. Clearing and supervision services of the Phase TWO stations will be
contracted by the trunk route operators in accordance with this concession
contract. The purpose of these services is to maintain properties and procure
security to the users, with a view to stimulating the use of the TransMilenio
System. .

9.3. The cleaning service of the Phase TWO stations will be provided by the trunk
operators in accordance with this contract.

9.4. The maintenance service of the System’s stations shall be responsibility of

TRANSMILENIO S.A.

The purpose of the above services is to preserve the necessary assets for the
provision of the of the public transport service of the TransMilenio System in quality
conditions and to preserve the System’s image.

TITLE 10- SYSTEM OPERATION

The System operation is integrated by two types and/or modes of services: Trunk
Services and Feeder Services.

The trunk services, which form the backbone of the System are characterized by
the transit of articulated vehicles with a capacity of up to 160 passengers,
exclusively along the trunk corridors, and serve origins and destinations previously
determined by TRANSMILENIO S.A. within the direct zone of influence of the
System.

The feeder operation is formed by short services which operate outside the trunk
corridors, and serves specific areas; the purpose of these services is to offer
access to the System in the zone of influence of the integration stations. These
areas are known as feeder basins.

The trunk services are integrated with feeder services and with inter-municipal
services. The integration of the feeder services is based on tariff, and in most
cases, is physical. The integration with inter-municipal services is physical.

The tariff integration means a single tariff, whether a single trunk service is used, or
two or more trunk services, or combined trunk services with the use of one or
several feeder services, without prejudice of which, and based on the required
studies, TRANSMILENIO S.A. could establish differential tariffs considering the
special services, and not the quality of the users.

The physical integration is made through integration stations (either head or

intermediate), which have the necessary infrastructure for user access from one
service to the other.

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1.6 Trunk route Services

Characteristics:

10.1.1. Each service is defined by an origin, a destination and a series of stops.

The service may be in one direction, or double (circular) depending on the
characteristics of the demand.

10.1.2. There are two types of services:

10.1.2.1. Normal Services: Are those which stop in all stations comprised between
the originating point and the destination point of the service.

10.1.2.2. Express Services: Are those which stop only at a group of stations
determined by users´ journey needs.

10.1.1. The services are not exclusive of one operator and therefore, the same
vehicle could be assigned depending on the operation of the System, to
different services during the day.

10.1.2. The amount of services in operation may vary in the course of the same
day1.

10.1.3. The number of vehicles in operation during the day will vary depending on
the demand, increasing during peak hours (especially in the mornings)
and reducing during Trough Hours.

10.1.4. During Trough Hours, some vehicles may be taken to the operations
yards for parking, fuel provision or to make minor routine maintenance.

10.1.5. After the afternoon peak hour, efforts will be made to have in operation
vehicles which have as final destination stations near the operations yard
which has been delivered in concession to the owner of a specific fleet;
this practice, however will not be an imperative rule for the planning of the
System.

10.1.6. The operation is planned in advance and monitored continuously and

permanently by TRANSMILENIO S.A., in order to verify the results of the
services operated regarding the needs of the service being observed.

1
Some services operate exclusively in peak hours.

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10.1.7. Situations which require reconsideration of the services, frequencies or

time schedules are corrected in the course of subsequent period planning
depending on the relevance of the problem, its incidence in operation and
general efficiency of the System.

10.1.8. In any event, the definition of services will be designed to the

achievement of the following objectives:

10.1.10.1. Minimization of the required fleet for transportation of the demand of

the service level required by the System

10.1.10.2. Optimization of the use factor of vehicles (based on the number of

passengers per vehicle)

10.1.10.3. Minimization of total kilometers traveled.

10.1.10.4. Reduction of travel times by users

10.1.10.5. Maintenance of the tariff at cost efficient levels.

The definition of trunk services for Phase TWO will be based on the same criteria
taken into account for Phase ONE development.

1.7 Feeder Services

Characteristics:

10.2.1. Each service is defined from an integration station, with fixed routes and
stops.

10.2.2. Services related to an integration station cover an area of operation,

called a “basin”, and are exclusive of an operator to avoid competition.

10.2.3. The operation is planned in advance and continuously and permanently

monitored by TRANSMILENIO S.A., to verify the results of the services
being operated regarding the service needs observed.

10.2.4. Cases which require reformulation of services, routes, frequencies or

operating time schedules are corrected in the course of subsequent
planning periods, depending on the relevance of the problem, and its
incidence on operations and the overall efficiency of the System.

10.2.5. In any case, service definition will be designed to the achievement of the
following objectives:

10.2.6. Minimization of the required fleet for transporting the demand to the
service level required by the System.

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10.2.7. Optimization of the use factor of the vehicles (based in the number of
passengers per vehicle).

Phase TWO feeder services will be operated with an infrastructure similar to the
present one.

1.8 Planning, Management and Control

TRANSMILENIO S.A., as a City-owned corporation, is responsible for planning,

management and control of the TransMilenio System and is its owner.

10.3.1 Planning

TRANSMILENIO S.A. is responsible for the planning of the TransMilenio System

and for this purpose, from time to time, it will evaluate:

 The need of establishing new trunk routes to complement the System;

 The possibility of optimizing the complementation of the System with other
modes of transport, whether collective and/or massive;

Based on the service analysis of offer and demand, TRANSMILENIO S.A. plans its
services and its operating features, always taking into account quality standards
and performance of the System. TRANSMILENIO S.A. informs, from time to time,
to each operating company, the services, frequencies and schedules it must
observe.

10.3.2 Management

TRANSMILENIO S.A. is responsible for setting up the conditions and for managing
and carrying out the selection processes of operators, concession holders and
contractors who will develop the required activities for the proper functionality and
execution of the TransMilenio System.

TRANSMILENIO S.A. spreads its knowledge of the System, its institutional image
and operating procedures and conditions among present and potential users.

The company also promotes, with the coordination of the Office of the Mayor, the
infrastructure’s execution and speed up of administrative acts which facilitate
System´s implementation.

10.3.3 Control

TRANSMILENIO S.A. effects permanent route control of all vehicles linked to the
service, by means of a control centre which obtains permanent information

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regarding the location of the vehicles, kilometers traveled by each, and exceptions
of each, emergencies and operating conditions.

Based on the information produced by the control system, TRANSMILENIO S.A.

provides the trust manager of the System´s funds, the required information for
liquidating individually, from time to time, the funds to be distributed among the
different agents of the System.

TRANSMILENIO S.A. has inspectors who verify the condition of the vehicles and
who issue reports on non-compliance of the standards established in the contract
or agreed by the parties. TRANSMILENIO S.A. also has the support of the traffic
police and/or especially qualified agents for imposing fines which may have a direct
or indirect incidence on the System’s functionality.

PART II

CONCESSION CONTRACT

TITLE 11- GENERAL

Chapter 1- Object – Nature of the Contract

CLAUSE 1- OBJECT OF THE CONTRACT

To grant a non-exclusive concession, and together with other concession holders,

the exploitation of the passenger urban mass automotive land transport public
service of the TransMilenio System, to the CONCESSION HOLDER, under the
terms and conditions and with the limitations foreseen herein. Said concession will
provide operation permit to the CONCESSION HOLDER for the provision of urban
mass transport public services in Bogotá, D.C. and its area of influence, on the
TransMilenio System trunk routes, and regarding the groups of services originated
in the stations which form or which in the future may form the TransMilenio
System, in accordance with Resolution _____ of Public Tender No. 007 of 2002.

CLAUSE 2- NATURE OF THE CONTRACT

This concession contract provides the contractual relationship which obliges

TRANSMILENIO S.A. and its CONCESSION HOLDER as of the effective date, as
parties to the contract. Said contractual relationship will be subject to the
provision, regulations and principles that govern contracts executed with public
entities, in particular, those aspects which are expressly regulated by Law 80 of
1993 applicable to the concession contract, and all other norms which replace,
establish or regulate same. In all other aspects, this contract will be governed by
private law regulations.

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CLAUSE 3- CONSTRUCTION

This concession contract, its clauses and all other documents which form part of
same, must be construed according to the nature and scope thereof. At all events,
the terms included in clauses and ANNEXES hereof shall be understood according
to their obvious and natural meaning, except words which are defined in this
contract or in the specifications subject to the selection process which gave rise to
the contract, which for all legal purposes shall be understood according to the
scope and meaning given therein. The specifications and the proposal submitted
by the CONCESSION HOLDER shall form part of this contract and its PRO
FORMA.

In case of conflict between this contract and the PROFORMS, the clauses
contained in the contract will prevail.

CLAUSE 4- CO-EXISTENCE OF THIS CONTRACT WITH OTHER SYSTEM

CONCESSIONS

The concession awarded in this contract will co-exist with other contracts or
concessions, present or future, for the operation of the TransMilenio System and
for the development of other related or complementary activities regarding
collection, passenger transport, etc. needed for operation of the TransMilenio
System. This circumstance is declared expressly known and accepted by the
CONCESSION HOLDER who acknowledges TRANSMILENIO S.A. as manager
and owner of the TransMilenio System, and therefore, accepts and abides to all
decision adopted by TRANSMILENIO S.A. regarding concession contracting
required in order to activate the passenger transport service through the
TransMilenio System, accepting as well, explicitly and without conditions, their co-
existence with which this instrument is contracted.

CLAUSE 5- NATURE OF THE SERVICE

The CONCESSION HOLDER expressly declares and accepts that the service
provided is a service of public nature for all legal purposes and with the
consequences derived from its nature.

Chapter 2- Rights and Duties of the CONCESSION HOLDER

CLAUSE 6- RIGHTS OF THE CONCESSION HOLDER DERIVED FROM THE

CONCESSION OF SYSTEM´S TRUNK ROUTE OPERATION.

The concession of the economic exploitation of the transport activity via the trunk
operation of the TransMilenio System, confers the CONCESSION HOLDER, on a
non-exclusive basis, the following rights:

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6.1. The right to the economic exploitation of the passenger transport activity
within the TransMilenio System services, through the involvement of the
CONCESSION HOLDER in the economic resources produced by the
provision of the service.

6.2. The right to use the transport infrastructure of the TransMilenio System
and use same within the limits imposed by the operating conditions
established by TRANSMILENIO S.A.

6.3. The right to use, together with all other concession holder and operators
of the feeder system, if needed, the parking area of the operations yard
subject to its administration.

6.4. The right to use, together with all other concession holders and operators,
if needed, the parking area of the operations yard of another concession
holder.

6.5. The right to use, together with all other concession holders and operators,
if needed, the technical support area of the operations yard.

6.6. The right to execute all contracts and operations which it may deem
useful to its interests, provided they are within the scope of the rights and
obligations which may arise from the concession and which are consistent
with its purpose.

6.7. The right to pledge, or in any other form, encumber up to 70% of the
future revenues which by means of this contract acquires or may acquire,
provided that the purpose of said encumbrance is to guarantee or ensure
the payment of credits which the CONCESSION HOLDER may obtain for
investments designed to further the performance of this concession
contract. In no case, may the rights of TRANSMILENIO S.A. be affected.

6.8. The right to receive and dispose freely of the revenues and dividends it
may obtain as a result of the trunk route operation under the terms and
conditions foreseen in this concession contract.

6.9. The right to receive any other economic compensation which may be
stipulated in this contract.

6.10. The right to enjoy the rights conferred by the concession contract.

6.11. The right to obtain cooperation both from TRANSMILENIO S.A., as from
all other concession holders and contractors, for the development of the
concession.

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CLAUSE 7- DUTIES OF THE CONCESSION HOLDER DERIVED FROM THE

TRUNK ROUTE CONCESSION OF THE SYSTEM

By means of this contract, and as a result of the non-exclusive concession and

together with other concession holders and of the exploitation of the transport
activity of the trunk route of the TransMilenio System, the CONCESSION HOLDER
has the following duties:

7.1 Regarding the provision of the mass transport public services:

7.1.1 To guarantee the provision of the passenger urban mass automotive land
transport public service, under conditions of freedom of access, quality,
service standards and security of users, with the period and continuity
established by TRANSMILENIO S.A.

7.1.2 To execute, for its own risk and account, all ancillary or complementary
contracts to the concession contract required for the proper operation of
the TransMilenio System.

7.1.3 To join, as trustor and beneficiary, to the escrow agreement of the

TransMilenio System signed with FIDUCIARIA LLOYDS TRUST.

7.1.4 To acquire the logical units, communication and control equipment and all
other equipment which must be installed in the buses and which for that
purpose establishes TRANSMILENIO S.A. The installation of logical units
and communication and control equipment in buses will take place prior to
the entry in service or operation of each vehicle.

TRANSMILENIO S.A. will establish the conditions and specifications of the

equipment which the operators attempt to install, in such a way that they are
compatible with existing one.

The installation of equipment is subject to the prior approval issued by

TRANSMILENIO S.A., which will certify compliance of this obligation, as
well as the compliance of all equipment with the established characteristics.

7.1.5 To perform maintenance of equipment following strictly manufacturer’s

instructions.

7.1.6 To assume for its own, on account of capital contribution, for the
procurement of credit or any other source of financing (if any), the total
cost of the investment which may be necessary.

7.1.7 To be liable for damages which may be caused to TRANSMILENIO S.A.

or to third parties, for non-compliance regarding pledge of revenues or
liens on vehicles. The party to enforce such damages is TRANSMILENIO
S.A.

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7.1.8 To have available to the TransMilenio System, the vehicles required for
the provision of services which TRANSMILENIO S.A., may require from
him, on the technical conditions, and of the type of equipment provided for
in this contract, on the dates and under the conditions established by
TRANSMILENIO S.A.

7.1.9 To obtain the certificate of operation into the service, for vehicles
assigned to the trunk route operation, object of this concession contract.

7.1.10 To contract, subject to the modes and conditions foreseen in the current
labor regime, the personnel to drive the vehicles for which he is
responsible.

7.1.11 To train drivers training programs previously accepted by

TRANSMILENIO S.A., ensuring that they know and strictly observe the
applicable regulations for the transit of the trunk route buses within the
TransMilenio System, and of the environmental norms and guaranteeing
the due attention and protection of the passenger.

7.1.12 The obligation provided for in numeral 7.11, applies to the fact that drivers
are duly qualified to drive the System’s buses in accordance with
competence certificates which in each case and for each driver
TRANSMILENIO S.A. will issue; TRANSMILENIO S.A. will be in the
capacity of conducting exams or procedures which allow the evaluation of
knowledge and expertise of the drivers.

7.1.13 To comply with, and enforce among its employees, agents, contractors or
subcontractors, all manuals and regulations in force or which
TRANSMILENIO S.A. may issue, and to expressly comply and cause
compliance of the corresponding regime of sanctions.

7.1.14 To maintain in adequate conditions of safety and transit, the trunk route
buses which it assigns to meet the services required by the SM and the
additional equipment to be installed in the buses, stations or in any other
installation or premises.

7.1.15 To obtain, in due time, the licenses and permits required for the
compliance of all its obligations, under the terms of the concession.

7.1.16 To answer, with the terms and in the way which TRANSMILENIO S.A.
may establish for each case, the information requirements which
TRANSMILENIO may require.

7.1.17 To allow the adequate supervision of the execution of the contract by

TRANSMILENIO S.A. or of the auditors, inspectors and supervisors

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appointed by TRANSMILENIO S.A. allowing access to any installation

and information by personnel authorized by TRANSMILENIO S.A.

7.1.18 To prepare environmental impact and management studies, if required,

and to adopt measures and execute the plans required or which may be
required, in agreement with competent environmental authorities and
according to the parameters required by TRANSMILENIO S.A. and in
accordance with the proposal of the CONCESSION HOLDER in answer
to the Public Tender No. 007 of 2002 called by TRANSMILENIO S.A.

7.1.19 To comply with the operating instructions issued by TRANSMILENIO S.A.

to guarantee the operativity, security, quality and functionality of the
System and to enforce them among its employees, contractors,
subcontractors, agents or dependents, along with the instructions issued
by the control centre of the TransMilenio System.

7.1.20 To maintain in adequate conditions of cleanliness and security the

stations assigned to the TransMilenio System, in compliance with the
obligations arising from the provision of cleanliness and supervision
services.

7.1.21 To answer to any requirement which TRANSMILENIO S.A. may make

regarding the due cleanliness and security of the stations assigned to it in
the TransMilenio System.

7.2 Regarding advertising in the buses:

7.2.1. To request prior, express and written authorization from TRANSMILENIO

S.A. for the provision of advertising services, when the buses forming the
TransMilenio System of the infrastructure delivered under administration
are used as means for disseminating said advertising activity.

7.2.2. To obtain authorization from all other competent authorities to announce

advertising, in the cases where it is necessary.

7.2.3. To comply with the norms and specifications established by

TRANSMILENIO S.A. in the manuals or regulations it has issued or may
issue in the future for the purposes of regulating indoor advertising in the
trunk route buses.

7.2.4. To use advertising material whose content involves institutional messages

or of goods or assets, and to abstain from announcing tobacco, narcotics,
beverages with some degree of alcohol content, pornography, political
propaganda, under stimulation to the use of the TransMilenio System or
any other type of advertising which attempts against the principles or
financial sustainability of the TransMilenio System, gender discrimination,

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race, creed and in general, any type of advertising which attempts ethics
and good habits.

7.2.5. To effect a quarterly impact tracking of advertising material and an annual

survey to measure the impact on the sensitiveness of the demand.

7.2.6. To maintain the advertising material placed inside the articulated buses in
a perfect state.

7.2.7. To proceed, within the following 2 working days, to the arrangement or

maintenance of the advertising material, if TRANSMILENIO S.A. so
requires.

7.2.8. To withdraw immediately the advertising material which exceeds the

parameters authorized by TRANSMILENIO S.A.

7.2.9. To include the signposting material of the TransMilenio System inside the
buses, following the guidelines of TRANSMILENIO S.A. .

7.2.10. To proceed to renew the signposting material provided by TransMilenio

System, within 8 working days following the requirement by
TRANSMILENIO S.A. to that effect.

7.3 Regarding payments to TRANSMILENIO S.A.

7.3.1 To accept the participation of ___ which corresponds to TRANSMILENIO

S.A. in the value of its revenues, according to the percentage values
provided in the economic proposal which the CONCESSION HOLDER
submitted in answer to Public Tender No. 007 of 2002.

7.3.2 To pay to TRANSMILENIO S.A. the right of exploitation of the concession,

liquidated on base of the trunk route buses which form its fleet and which
may be assigned to the TransMilenio System, at $20.000.000 per trunk
route bus. This value will be adjusted monthly based on the consumer
price index (IPC) as of September 1 st, 2002 and will be discounted from
the CONCESSION HOLDER´s revenues 6 months after assignment of
each vehicle.

7.4 Regarding participation of transporters

7.4.1 Not to reduce, during the first 5 years of the concession counted as of the
effective date of initiation of same, the number of transporters which form
part of the corporate structure of the CONCESSION HOLDER at the time
of granting the concession.

7.4.2 Not to reduce the participation of the transporters who belong to the
corporate structure of the CONCESSION HOLDER, except in case an

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increase in capital is required. In any case, the reduction may not be

higher than 50% of the participation. This restriction will apply only during
the first 5 years of the concession.

7.4.3 To deliver annually to TRANSMILENIO S.A. a certification signed by the

legal representative and by the auditor, certifying the composition of the
corporate structure of the CONCESSION HOLDER.

In general, the obligation to comply fully with the conditions and modalities
foreseen in the contract for the execution and development of this concession,
being the CONCESSION HOLDER obliged to act within the framework of its
contractual obligations and taking account the public nature of the service it
provides.

CLAUSE 8- OBLIGATIONS OF THE CONCESSION HOLDER DERIVED FROM

THE DELIVERY OF THE OPERATIONS YARD

As a result of the delivery in administration of the operations yard to the

CONCESSION HOLDER, the CONCESSION HOLDER acquires the following
obligations under this concession contract:

8.1 To receive the operations yard of TRANSMILENIO S.A. in the conditions

which TRANSMILENIO S.A. delivers it.

8.2 The delivery of the yard may be provisional or final; the delivery will be
provisional when at judgment of TRANSMILENIO S.A., the infrastructure
is in conditions of being used and the delivery is required in order to avoid
delays in service.

For the purposes of the provisional delivery, the following will be taken into
account:

8.2.1. That the parking area is able to park at least 20% of the total fleet of the
CONCESSION HOLDER.

8.2.2. That the technical support area is equipped with the required water
supplies, sewerage and power connections.

8.3. To incorporate, for its own account and risk, the adaptation works and
equipment required by the operation year being received, for its
functionality according to the operating needs of the CONCESSION
HOLDER.

8.4. To keep the operations yard in optimum conditions for its use, according
to its nature and purpose, under terms of continuity and efficiency.

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8.5. To use the technical support areas exclusively to perform the activities
related to the maintenance procedures of the buses incorporated to the
TransMilenio Systems fleet, in order to comply with the conditions and
standards provided for in this contract.

8.6. To use the parking area exclusively to park the TransMilenio System´s
fleet.

8.7. To allow other concession holders and operators of the feeder service the
use, if needed, of the parking area of the operations yard delivered for its
administration.

8.8. To design and execute for its own account and risk and with the prior
express and written authority of TRANSMILENIO S.A., the works and
activities it must undertake, both for the equipment as for the proper
maintenance of the operations yard, free of any kind of compensation by
TransMilenio System.

Whenever the operations yard is subject to maintenance activities, the

operator assumes directly the stability risk of the works in progress, for
which it will procure the necessary insurance policies in the name of the
respective entity; the issuance of these insurance will not release the
CONCESSION HOLDER of the responsibilities imposed on him by this
contract.

8.9. To assume the total financing of the work plan which it decides to carry
out for the equipment or development of the operations yard.

8.10. To obtain the necessary licenses and permits and those which eventually
could be needed for the performance of the adaptation, equipment and
intervention works in the operations yard delivered.

8.11 To conduct environmental impact and management studies, if required, to

adopt measures and to execute the plans required or to be required in
agreement with competent environmental authorities, in order to mitigate
the environmental impact derived from the adaptation, equipment and
conservation works and for the proper operation of the yard submitted.
The CONCESSION HOLDER is also obliged to make timely request of
the license or environmental plan extensions, such that they are always in
force.

8.12. To assume liabilities, charges or fees generated as a result of the

environmental licenses or plans required to operate the operations yard
delivered under administration.

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8.13. To mount a legal defense of the assets which form part of the operations
yard delivered to the CONCESSION HOLDER as administrator, and by
virtue of which, subject to its custody and responsibility.

8.14. To pay all obligations and charges according to law, for the household
public services, including costs related to connections and rights which
may apply in addition to those included in the properties at the time of
their delivery.

8.15. To pay all taxes, duties and contributions established or which may
establish the Nation, any territorial entity or any other authority and which
may result from the signature, performance, execution, compliance or
liquidation of this contract.

8.16. To pay taxes, fees and/or contributions imposed now or in the future to
the title of the assets delivered under administration, as from the date of
signature of the certificate of assets delivery, wither provisional or final.

8.17. To provide parking service, at no charge, to all other concession holders,

within the conditions provided for in this contract, according to the
availability which for this purpose may TRANSMILENIO S.A. determine.

8.18. To perform the functions of administrator and depositary in the parking

area of the operations yard, being liable even for ordinary negligence in
the custody and maintenance of the areas delivered, and for the
protection of the vehicles of other concession holders or operators of the
feeder system which may be parked in the parking area of the operations
yard delivered, and the parties declare that in accordance with this
contract, they understand that the circumstance foreseen in Numeral 1 of
Article 2247 f the Civil Code applies for non-remunerated deposit. The
CONCESSION HOLDER undertakes to obtain the necessary insurance
policies in ample form; however, this does not mean that it will be relieved
from its obligations.

8.19. To create and keep updated the file records in accordance to the form
established by TRANSMILENIO S.A., with the assets delivered under
administration and those which may be incorporated.

8.20. To allow TRANSMILENIO S.A. the proper supervision of the update of the
file records.

8.21. To be liable for the damages which may be caused to TRANSMILENIO

S.A. or to third parties in case of damages for failure to comply with the
obligations derived from the proper management and care which the
CONCESSION HOLDER must give to the operations yard delivered.
TRANSMILENIO S.A. is the legitimate party to claim such damages.

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8.22. To return the operations yard or any other installation, building or

dependency to TRANSMILENIO S.A. according to the last record of
assets, in the same operating conditions which it received them, normal
wear excepted, with its additions and improvements, including fixed
furniture which has been incorporated to the land or to the infrastructure
built on it, under the terms and conditions provided for in this concession
contract, with no compensation of any kind. The CONCESSION
HOLDER expressly waives all public or private demands for the restitution
of the property delivered under administration, the sanctions for being in
arrears of performance of this obligation, and the right of retention upon
termination of the concession.

In general, the obligation of complying thoroughly with the conditions and

modalities contractually provided for the execution and performance of this
concession, being the CONCESSION HOLDER obliged to act reasonably
within the framework of its contractual obligations, taking account of the
public nature of the service it provides.

CLAUSE 9- OBLIGATIONS REGARDING CLEANLINESS OF THE STATIONS

As a result of the execution of the concession contract, the CONCESSION

HOLDER will be responsible for the cleaning service of the stations which have
been assigned to it in accordance with the following:

9.1. To maintain in adequate condition of cleanliness, the TransMilenio

System stations assigned to it, complying with the obligation of result that
arises from the provision of the cleaning services.

9.2. To contract the cleaning service with a company accredited as such with
minimum 2 years experience in similar services. The CONCESSION
HOLDER must submit to TRANSMILENIO S.A. within 5 months after
signature of the operating contract, for its approval, a proposal including
the detailed information on the manner and conditions on which the
cleaning service will be provided, as well as an introduction of the
contractor including the description of its internal organization and
structure, description of its premises, address and telephone numbers,
number of employees and its infrastructure for the provision of the
service.

9.3. To respond to any requirement made by TRANSMILENIO S.A. regarding

the conditions of cleanliness of the stations assigned to it by the
TransMilenio System.

9.4. To guarantee the overall cleaning of the stations assigned, including

pedestrian accesses.

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9.5. To ensure that the contracting entity provides the cleaning service with
qualified personnel, duly trained, with the equipment and accessories
necessary to perform the work and to protect themselves in accordance
with industrial security norms.

9.6. To safeguard the security, health and physical integrity of all persons
involved in the contracted service, as it regards to conditions and
circumstances within which the cleaning service is provided.

9.7. To ensure that the contracted entity provides its employees with uniforms
and all other industrial security items, as well as with identification badges
which they must wear at all times.

9.8. The cleaning service must be provided under minimum operating and
development conditions in accordance with the activities and terms
established for that purpose. The personnel which works with operator’s
subcontractors will not have free access to the system, unless they exhibit
a means of payment or an access card. For this effect, the operator may
obtain means of payment or access cards.

9.9. To be responsible for all damages caused to the assets or premises

object of this contract, due to its own negligence, that of its employees,
contractors or subcontractors, as a result of the provision of this service.

9.10. To be liable for all acts or omissions which as a result of the provision of
this service, cause damages to TRANSMILENIO S.A. or to third parties.

9.11. To be liable for damages or injuries caused to employees and users,

caused for deficiencies in the provision of the cleaning service in the
assigned stations of the TransMilenio System. Therefore, the operator
must assume any judicial or extrajudicial claim which for these concepts
are made against TRANSMILENIO S.A.

9.12. To provide the cleaning service, as of the date which for each station
TRANSMILENIO S.A. may define, by means of a written communication
sent to the CONCESSION HOLDER, with at least 15 working days in
advance to the effective date of initiation of the service.

9.13. To obtain sufficient insurance policies in order to guarantee the effective

and ongoing compliance of the cleaning service.

CLAUSE 10- OBLIGATIONS REGARDING SECURITY IN THE STATIONS

By virtue of this concession contract, the CONCESSION HOLDER will be

responsible for the following regarding security services at the stations which have
been assigned to it:

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10.1. To contract the security service for the stations which have been assigned
to it, with one or more security companies which comply with the
requirements established for this purpose by the norms regulating such
activity.

10.2. To guarantee the provision of the supervision service between 6:00 PM

and 6:00 AM, 365 days a year, during the life of the concession.

10.3. To verify that during the life of this contract, the personnel contracted for
the provision of the security service compiles as minimum, with the
following conditions:

10.3.1. Guards must be first class reservists, hold a good conduct certificate and
at least Grade 4 of high school.

10.3.2. Supervisors should be junior officers or retired officers and accredit at

least Grade 4 of high school.

10.4. To keep updated the records of personnel which joins the security
service.

10.5. To ensure that the contracting company provides its personnel with the
necessary and appropriate elements to provide the service.

10.6. To ensure that the contracting company has the minimum equipment
required to provide the service.

10.7. To respond to information and documentation requests made by

TRANSMILENIO S.A. within the following 24 hours.

10.8. To respond within 2 calendar days to any request to modify the

established shifts, or to increase or reduce personnel, taking account of
the public service being provided and the System’s security.

10.9. To be responsible, under the terms and conditions provided for in this
contract, for damages caused to property or premises object hereof, by
virtue of the provision of the security service.

10.10. To be responsible for acts or omissions as a result of the service, which

cause damages to TRANSMILENIO S.A. or to third parties.

10.11. To be responsible for damage or injuries to employees and users, caused

for deficiencies in the provision of the security service of the stations of
the TransMilenio System assigned to it. Therefore, the operator will be
responsible for any judicial or extrajudicial claim which for these concepts
TRANSMILENIO S.A. may initiate.

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10.12. To provide the security service, as of the date which TRANSMILENIO

S.A. defines for each station by means of a written communication sent to
the CONCESSION HOLDER, at least 15 working days before the date of
initiation of the service.

10.13. To request to the company contracted to provide the service, to obtain

adequate insurance policies in order to guarantee an effective and
continuous service.

The obligation to provide the security service shall be enforced by a contract

with the company which accredits at least, two years of experience in these
types of services. The contracted company must comply with the following
requirements:

10.14. Operating License: The company(ies) must have a valid operating license
issued by the Superintendency of Private Security, in accordance with
Decree-Law 356 of February 11th, 1994, or the laws or regulations which
may replace it.

10.15. License issued by the Ministry of Communications: The company(ies)

must have a valid operating license issued by the Ministry of
Communications and a network with sufficient range to guarantee the
immediate communication with that company’s headquarters and with the
Support Network of the Police.

Following 5 months after the execution of the operating contract, the

CONCESSION HOLDER must submit to TRANSMILENIO S.A. for its approval, a
proposal with detailed information on the form and conditions in which this service
will be provided, as well as the introduction of the contractor which must include
the description of its internal organization and structure, description of its premises,
address, telephone number, number of employees and infrastructure for the
provision of the service.

TRANSMILENIO S.A. may request the CONCESSION HOLDER at any time, to

provide information and/or documentation to show that the persons providing the
service comply with the minimum requirements.

Chapter 3- Rights and obligations of TRANSMILENIO S.A.

CLAUSE 11- RIGHTS OF TRANSMILENIO S.A.

The concession granted under this contract confers to TRANSMILENIO S.A., the
rights that correspond to it in accordance to law and to its nature as owner and
manager of the TransMilenio System; these include, without limitation, the
following:

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11.1 The right to keep the ownership on the System, and therefore, that this
ownership be recognized and honored by the CONCESSION HOLDER.

11.2 The right to effect the structural planning of the TransMilenio System.

11.3 The right to determine the daily operation planning of the System and
services of the transport activity to be performed by the CONCESSION
HOLDER.

11.4 The right to exercise control of the TransMilenio System operation.

11.5 The right to issue to the CONCESSION HOLDER, its employees, agents,
contractors or subcontractors, the operating instructions which it may
deem convenient in order to guarantee the operativeness, safety, quality
and functionality of the System.

11.6 The right to receive remuneration on account of the concession awarded

to the CONCESSION HOLDER within the TransMilenio System, in
accordance with this contract and from the funds of the System.

11.7 The right to receive from the CONCESSION HOLDER the payment of the
economic exploitation rights of the concession.

11.8 The right to receive from the CONCESSION HOLDER a share on the
revenues offered in the economic proposal, in the conditions
contemplated in the proposal.

11.9 The right to receive income from collateral exploitations of the System,
except as expressly provided for in this contract.

11.10 The right to supervise the performance and execution of this contract, and
to have access to the documents and information where the
CONCESSION HOLDER’S activities are recorded.

11.11 The right to determine, according to the convenience of the passenger

mass transport public service based on buses, the future developments of
the TransMilenio System’s infrastructure.

11.12 The right of restitution of the technical support areas in the operation
yards, together with all their appurtenances and improvements, all of
which will be attached to the assets delivered under administration, under
the terms and conditions foreseen in this contract.

11.13 The right to supervise and demand the proper provision of cleaning and
security services in the stations assigned to it.

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11.14 The right to authorize the placement of advertising material inside the
trunk route buses or to reject such authorization, where specifications,
norms and guidelines container in the manuals and regulations which
TRANSMILENIO S.A. issues or may issue are not complied with, or due
to limitations in the contents of said material.

11.15 The right to stop the authorization for the placement of advertising
material, if studies on the demand shown that advertising adversely
affects the use of the TransMilenio System.

CLAUSE 12- OBLIGATIONS OF TRANSMILENIO S.A.

The concession awarded under this contract establishes the following obligations
to TRANSMILENIO S.A.;

12.1 To effect, either itself or by proxy, the management, planning and control
activities of the TransMilenio System, which enable the CONCESSION
HOLDER to perform the transport activity object of this concession.

12.2 To deliver in administration the operations yard to the CONCESSION

HOLDER, in accordance with the conditions foreseen in this contract.

12.3 To refrain from disposing of the assets delivered under administration, if

this affects the rights or faculties of the CONCESSION HOLDER.

12.4 To make diligent use of the budget applications required to meet the
employee benefits which may arise during the performance of this
contract.

12.5 To adopt the necessary measures in order to guarantee the peaceful

possession of rights or assets affected or delivered for the exploitation of
the concession. This obligation is understood only for dispossession
purposes.

CLAUSE 13- DURATION OF THE CONTRACT

The duration of this contract is indeterminate but is determined as the following

stages are completed:

13.1. Pre-operative stage, comprised from the effective date of execution of this
contract and the initiation of the regular operating stage of Phase TWO of
the System.

13.2. The regular operation stage, comprised between the date established for
this purpose for TRANSMILENIO S.A. in written communication sent to

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the registered address of the CONCESSION HOLDER and the time in

which the average use of the fleet reaches 850.000 kilometers. In any
case, this stage will have a maximum duration of 15 years.

13.3. The reversion stage, where assets restitution will take place, comprised
between the date in which the regular operating stage finishes, according
to the preceding paragraph, and the date in which TRANSMILENIO S.A.
acknowledges the CONCESSION HOLDER the satisfactory receipt of the
assets delivered under administration.

CLAUSE 14- PRE-OPERATIVE STAGE

The pre-operative stage will begin on the effective date of this contract, which will
be the date in which TRANSMILENIO S.A. certifies to the CONCESSION HOLDER
that it has complied with the execution requirements of the contract established in
the specifications of Public Tender No. 007 of 2002.

The above certification shall be made through a written communication from

TRANSMILENIO S.A. to the CONCESSION HOLDER.

CLAUSE 15- REGULAR OPERATING STAGE

The regular operating stage begins on the date which TRANSMILENIO S.A.
establishes that the CONCESSION HOLDER begins operating its fleet in the
TransMilenio System, under the technical, economic and operating conditions
provided for in this contract.

15.1. The regular operating stage shall end when the fleet reaches an average
use of 850.000 kilometers.

15.2. The average number of kilometers of the fleet will be calculated according
to the number of actual kilometers traveled for each vehicle of the
operator, which must include the additions by the operator during the first
10 years of the concession.

15.3. The regular operating stage will terminate on the 30 day of the month
immediately following to the first month ( month) according to the
following formula:

 Km  850.000 * F
i 1
n

Where:

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n = the month number in which calculation is made, counted as of the beginning of

the regular operation.

kmi = kilometers planned and actually traveled by the operator on the month of the
concession

Fn = Size of the fleet linked to the operator´s service during month n (does not
include the reserve fleet).

CLAUSE 16- REVERSION STAGE

The reversion stage in which assets are reverted, is the day following expiration of
the regular operating stage, when the return of assets forming the operations yard
must be made immediately, all of which must occur within a maximum period of 30
working days,on pain of breach of contract.

This stage will terminate on the date in which TRANSMILENIO S.A. issues the
certificate acknowledging the receipt of the total assets delivered under
administration to the CONCESSION HOLDER, in the state and conditions provided
for in this contract.

Only as of the date in which the above certificate is issued, will the termination of
this contract be understood terminated, generating the legal effects and resulting in
the obligation by the parties to proceed to the liquidation of the contract according
to the provisions of Article 60 of Law 80 of 1993.

The CONCESSION HOLDER will assume all expenses, taxes and other charges
and costs involved in the reversion process.

The CONCESSION HOLDER will also deliver certificates of good standing issued
by all entities providing public services, fiscal authorities of national, departmental
and municipal order, and by its contractors, subcontractors, employees or agents,
on pain of enforcement of the performance guarantee issued by virtue of this
contract.

TRANSMILENIO S.A. will only issue the corresponding performance certificate

once it has been shown to its satisfaction, that the above obligations have been
satisfied and that the respective policies have been established.

CLAUSE 17- VALUE OF THE CONTRACT

The value of this contract is indeterminate.

CLAUSE 18- CURRENCY OF THE CONTRACT

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The currency of this contract is the Colombian Peso. Whenever the contract makes
reference to a value in US dollars, it will be understood that the corresponding
equivalence is in Colombian Pesos, established at the exchange rate certified by
the Superintendency of Banks or the entity which replaces it regarding that matter,
valid on the date of the effective payment of the obligations agreed in different
currencies. The above applies, unless this contract expressly establishes another
date for applying such exchange rate.

CLAUSE 19- LEGAL REGIME

This contract shall be governed by the civil and commercial norms in effect in the
Republic of Colombia, except in matters particularly regulated by Law 80 of 1993,
the norms and decrees replacing, supplementing or amending same and as
provided in all other consistent regulations which may be applicable.

CLAUSE 20- TAX REGIME OF THE CONTRACT

The tax matters of this contract will be governed in accordance with the following:

20.1. The execution of this contract will be in accordance with the provisions of
applicable tax regulations of the Republic of Colombia.

20.2. All taxes, duties and contributions imposed or to by imposed by the

Nation, any territorial entity or any other authority, and which accrue as a
result of the execution, signature, performance, compliance or liquidation
of this contract will be assumed by the CONCESSION HOLDER.

20.3. The taxes, duties or contributions imposed or to be imposed on the title of

the assets delivered under administration, will be assumed by the
CONCESSION HOLDER as of the date of the Delivery Certificate of the
assets, whether provisional or final.

The tax risk will be assumed by the CONCESSION HOLDER.

CLAUSE 21- DISQUALIFICATION

The CONCESSION HOLDER declares under oath, which is understood taken

upon signature of this contract, that on this date it is not subject to any
disqualification provided for in the Constitution or the law, in particular by Law 80 of
1993 and its regulatory Decrees, or by any other applicable norm.

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TITLE 12- ECONOMIC ASPECTS OF THE CONCESSION

Chapter 4- Revenues

CLAUSE 22- BASIC PRINCIPLES OF THE ECONOMIC FRAMEWORK OF THE

CONTRACT

The economic framework of this contract, the construction of its clauses and the
exercise of the faculties, rights and obligations conferred to each party will be
guided by the following principles:

22.1. Self-sustainability of the System over time. The System must be

autonomous in its flows, such that it does not require over time any type
of subsidy external to the operation to remunerate all its agents.

22.2. Technical tariff. The technical tariff for the provision of the transport
service offered to the public by the TransMilenio System corresponds to a
technically structured equilibrium tariff which reflects the variation of costs
and efficiency of the System. The tariff considers in its structure the cost
to the System of the different agents, the percentage of passengers being
transported, the total of tickets sold and the number of kilometers traveled
by the trunk fleet; and adjusts in accordance with the variation of said
parameters.

CLAUSE 23- INCOME OF THE TRANSMILENIO SYSTEM

The TransMilenio System has and will have as main source of income the daily
collection from the sale of public transport tickets, according to the applicable tariff
to be charged to the user as provided for in this contract. The tariff will be
integrated in the System, regardless of the number of services it uses, the length of
the routes and the urban zone where the service is provided. However, the tariff
may be adjusted in its structure according to the provisions of this contract, in the
event that commercial alternatives to the user tariff are established.

CLAUSE 24- USER TARIFF

The user tariff of the TransMilenio System will be the result of rounding up the
technical operating tariff, as provided for in this contract, to the denomination of the
currency established by TRANSMILENIO S.A., according to its use and which
does not have adverse effects in the demand of the system nor in the
operativeness of collection, under the following formula:

TU = Round up [TT adjusted]

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TU = Round up [TT adjusted]

Where:

TU = User tariff
TT adjusted = Technical Operating tariff adjusted

Without prejudice of the foregoing, TRANSMILENIO S.A. will have the option to
defer the adjustment of the user tariff under the conditions established in this
contract, in which case, the formula will be:

TU =Round up [TT adjusted – EFC]

TU =Round up [TT adjusted – EFC]

Where:

TU = User tariff
TT adjusted = Technical Operating Tariff adjusted
EFC = Expenses of the Contingencies Fund (Egresos del Fondo de
Contingencias) per passenger, estimated for the period of time established for the
time of validity of the user tariff.

CLAUSE 25- COMPETENCY FOR FIXING THE USER TARIFF

As provided by law, the Office of the Mayor of the District Capital of Bogotá is
responsible for fixing the tariffs of the automotive land transport services within the
City limits of Bogotá D.C.

CLAUSE 26- COMMERCIAL ALTERNATIVES TO THE USER TARIFF

In order to maximize the System’s income, TRANSMILENIO S.A. together with the
concession holders may decide to make adjustments to the user tariff to
incorporate the effect of the modalities or commercial alternatives for the use of the
System, such as marginal charges for transfers or discounts, which may have
incidence in the possibility to improve the service level and the total income of the
System.

For the above effects, TRANSMILENIO S.A. will submit to the Operators Technical
Committee for consideration, the proposal it deems appropriate to adopt as
modalities or commercial alternatives for the use of the System. This Committee
will review the proposals received from TRANSMILENIO S.A., and may modify the
proposals or propose new modalities.

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The decisions of the Operators Technical Committee regarding the implementation

of modalities or commercial alternatives for the use of the System shall be binding
for all concession holders, when such decisions are taken in accordance with the
Operators´ Committee Regulations and provided that TRANSMILENIO has
accepted such decisions.

The Operators´ Committee is comprised by all trunk routes operators of the

TransMilenio System and in the exceptional case of adopting decisions regarding
commercial alternatives to the user tariff, then the collection concession-holders
will participate. The procedures, meetings and majorities of said committee have
been established and regulated by TRANSMILENIO S.A.

If the Operators Technical Committee approves without modifications the

proposals submitted by TRANSMILENIO S.A., it will be understood that said
proposals have been finally adopted by the parties. Instead, if the decisions
approved by the Operators Technical Committee are different from the proposals
submitted by TRANSMILENIO S.A., it will require approval by TRANSMILENIO
S.A. in order that the decision is understood to be finally approved.

If commercial conditions so require, TRANSMILENIO S.A. may establish an

integrated tariff for those passengers who wish to travel in more than one of the
transport systems incorporated to the service in Bogotá; however, in this case, the
TransMilenio System will receive a tariff per passenger transported equivalent to
the value of the user tariff per passenger, less the discounts which for this case
may have been approved.

Whenever a modality or commercial alternative is incorporated for the use of the

System as provided in this Clause, the effect on the generated income, wither
marginal charge or discount, shall be absorbed by the Principal Fund with
incidence in the remuneration of the TransMilenio System’s agents involved.

CLAUSE 27- ADJUSTMENT OF THE SYSTEM´S TECHNICAL FARE AS A

RESULT OF ENTRY INTO OPERATION OF THE NEW TRUNK ROUTES

The technical fare shall be updated monthly and System’s agents shall be informed
to that respect within the first 10 working days; this fare will be effective as of the
day 10 of each month.

In the months when the operation of the new trunk routes operators begins, the
technical fare of the System shall be calculated for that month without adjustments
related to the new operations; as of that time the following adjustment cycle will
begin:

27.1. During the monthly fraction comprised between the day on which the new
trunk route concession-holders begin their operation to the day of the

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month in which the System’s technical tariff is commonly adjusted (day 1º

of each month), no adjustments to the technical tariff shall be made.

27.2. During the 4 subsequent months –that is, 4 monthly adjustments- for the
adjustment of the technical tariff of the TransMilenio System the following
formula and conditions will apply:

TT  %T  CT  % A  C A  % R  CR  1

Where:
TT = percentage change of the technical tariff

%T = relative weighting of the trunk route cost

CT = Adjustment in the cost per kilometer of the trunk route (Basket costs
of operator´s trunk route)

%A = Relative weighting of feeder cost

CA = Adjustment in the remuneration granted per passenger transported in

the feeder service.

%R = Relative weighting of the cost of collection

CR = Adjustment in the cost of collection

27.3. The relative weight of the trunk route operating service from the cost of
the feeder service and collection (%T, %A y %R), shall be established
through the following formulae:

Trunk line cos t

%T 
Trunk Line cos t  Feeder Cost  Collection cos t
Feeder cos t
%A 
Trunkline cos t  Feeder cos t  collection cos t
Collection cos t
%R 
Trunkline cos t  Feeder cos t  collection cos t

Where:

n
trunkline cos t   Ci  Kmi  Av i
i 1
Feeder cos t  C A  Pas A
Collection cost  RT

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For purposes of the above formulae, the following definitions shall apply:

Ci = Cost per kilometer adjusted by operator (i) in the immediately preceding

month.

Kmi = Kilometers traveled by the operator (i) in the immediately preceding month.

Avi = Adjustment factor of the cost based on the actual average speed by
operator (i).

CA = Adjusted weighted average of cost per passenger transported in the feeder

service, calculated as follows: (value paid during the last month to operators of the
feeder service before fines and after adjustment per passengers limit)/ Pas A

PasA = Paid up passengers who used the feeder system in the last month (feeder
and non-feeder service)

RT = Value paid during the last month for Collection, not taking account of fines
deducted during the same period.

27.4. During the following three monthly adjustments (referred to as fifth, sixth
and seventh adjustments, subsequent to the entry in operation of the new
trunk route concession-holders) the technical tariff shall be adjusted
according to the following formula:

CT  C n
TT  %T   % A  ( C A   % A)  % R  CR  1
IPK

Where:

TT Percentage change of the technical tariff.

%T Relative weight of the trunk route cost.
DCT Adjustment in the cost per kilometer of trunk routes ((Basket costs of
operator´s trunk route)
Cn Adjustment of the technical tariff for introduction of a new trunk route
operator.
IPK Adjustment in the passenger-kilometer index of the trunk route system
%A Relative weighting of the feeder service.
CA Adjustment in the remuneration per passenger transported in the feeder
service.
%A Adjustment in the percentage of paid up passengers entering through the
feeder service
%R Relative weighting of the collection cost
CR Adjustment in the collection cost

Where:

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Cn = (New trunk route cost – previous cost of trunk route) / previous cost of trunk
route.

Being,

27.4.1 Previous cost of trunk route

The previous trunk route cost for the calculation made in the fifth monthly
adjustment subsequent to the entry in operation of the new trunk route concession-
holders shall be defined as follows:

CixKmixAvi / PPprevious
Defining for each previous trunk route cost:

Ci Cost per kilometer tendered and adjusted at the time of this adjustment
calculation to the introduction tariff of a new trunk route operator, for operator (i).

Kmi number of kilometers traveled by operator (i) during the preceding month to
the entry of the new trunk route operator, counted as of the last day of the month
preceding the arrival of the new trunk route operator in the service.

Avi Adjustment factor of the trunk route cost based on the actual average speed
of operation for the operator during the month preceding the entry of the new trunk
route operator, counted as of the last day of the month preceding to the date of
entry in operation of the new trunk route operator.

Ppprevious Paid up passengers during the month preceding to the entry of the
new trunk route operator, counted as of the last day of the month preceding to the
date of entry in operation of the new trunk route operator.

Where (i) corresponds to existing trunk route concession-holders at the time of

entry in operation of a new concession-holder for the trunk route operation.

The previous trunk route cost for calculations made in the sixth and seventh
monthly adjustments, subsequent to the entry in operation of the new trunk route
operator shall be defined as follows:

(CixKmixAvi + CmxKmmxAvm) / PPold

Defining for the previous trunk route cost (for calculations made in the sixth and
seventh monthly adjustments):

Ci Cost per kilometer tendered and adjusted, in force at the time of this
adjustment calculation at the introduction tariff of a new trunk route operator, for
operator (i) existing at the time of entry in operation of the new operator.

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Kmi Number of kilometers traveled by operator (i) during the penultimate month.

Avi Cost adjustment factor of the trunk route based on the actual average speed
for operator (i) during the penultimate month.

Cm Cost per kilometer tendered and adjusted on the date for the new trunk
route operator valid at the time of making this adjustment calculation to the tariff for
introduction of a new trunk route operator.

Kmm Number of kilometers traveled by the new operator during the penultimate
month.

Avm Cost adjustment factor of the trunk route cost based on the actual average
speed for the new trunk route operator during the penultimate month (equal to one-
1- in the first month of operation)

PPold Paid up passengers in the penultimate month.

Where (i) corresponds to existing trunk route concession-holders at the time the
new trunk route concession-holders come into operation.

27.4.2 Cost of new trunk route

(CixKmixAvi + CmxKmmxAvm) / PPnew

Defining cost of new trunk route:

Ci Cost per kilometer tendered and adjusted in force at the time of this
adjustment calculation to the introduction tariff of a new trunk route operator, for
operator (i) existing at the time of entry in operation of the new operator

Kmi Number of kilometers traveled by operator (i) during the last month,

Avi Adjustment factor of the trunk route cost base on the actual average speed
of operation for operator (i) during the last month.

Cm Cost per kilometer tendered and adjusted to the date for the new trunk route
operator, in force at the time of this adjustment calculation to the introduction tariff
of a new trunk route operator.

Kmm Number of kilometers traveled by the new operator during the last month.

Avm Adjustment factor of the trunk route cost base on the actual average speed
for the new trunk route operator during the last month (equal to one -1- in the first
month of operation)

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PPnew Paid up passengers during the last month.

Where (i) corresponds to existing trunk route concession-holders at the time of

calculation.

27.5. As of the eighth adjustment subsequent to the entry in operation of the

new trunk route operator (including this), the adjustment formula of the
technical tariff for each period is the following:

CT
TT  %T   % A  (C A  % A)  % R  CR  1
IPK

Where:

TT = Percentage change in the technical tariff

%T = Relative weighting of the trunk route cost
CT = Adjustment in the cost per trunk route kilometer
IPK = Adjustment in the Passengers-kilometer index of the trunk route
%A = Relative weighting of the feeder service cost
CA = Adjustment in the remuneration per passenger transported in the
feeder service
%A = Adjustment in the percentage of paid up passengers entering the
system through the feeder service
%R = Relative weighting of collection
CR = Adjustment in the collection cost

The new trunk route concession-holders will be entitled to a participation right in

the economic exploitation of the TransMilenio System, as well as to obtain all
other income contemplated under the conditions of Clause 46 and subsequent of
this contract. Also, income collected as a result of the provision of the massive
transport public service under the TransMilenio System through the activity of new
concession-holders shall be used for the creation of the Principal Fund referred to
in numeral 33.1 of this contract.

The above formulae shall apply based on the following concepts:

27.6 The adjustment in the cost per kilometer of the trunk route operator (CT )
will be base don the percentage change of the costs per kilometer for the
operator (CT), calculated according to the relative weight of variable,
fixed and capital costs within the overall cost structure. These relative
weights will be recalculated when total kilometers scheduled show a
variation higher than 10% with regard to the calculation in force on the
date, or when the relative weight of any of the items comprising CT,
show a percentage variation higher than 5%. For adjustment effects in the
cost per kilometer of the trunk route operator (CT), the following formula
shall apply:

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CT = 1 + [(%CxCC) + (%Nx CN) + (%LxCL) + (%SxCS) + (%MxCM) +

(%FxIPC)]

Where:

C = Fuel
N = Tires
L = Lubricants
S = Salaries
M = Parts (Maintenance)
F = Fixed costs

% = Percentage weighting of said item on overall cost structure

(C,N,L,S, such that: %C + %N + %L + %S + %M + %F = 1
M,F)
C(C,N,L, = Percentage change shown in the cost of said item during the
S,M) last period.
%C = ((((gls Diesel/km) x KmT of vehicles to Diesel x cost per initial
Diese Gallon adjusted/Total Cost) x No. of vehicles Diesel in
the system) + (((m3 GN/km) x KmT x cost per m3 GN/ Total
cost) x No. of vehicles GN in the system)/Total No. of vehicles
in the system.
Regarding costs, reference is made to the cost of initial input
adjusted by the increase in Diesel or Gas used for calculating
CC, accumulated from determination of initial cost.
%N = ((Tyre consumption (units/km) x cost per initial tyre adjusted +
Consumption of initial tire repairs adjusted (units/km) x Cost
per repair) x KmT) / total cost.
Reference is made to the initial input cost adjusted for CN,
accumulated since determination of initial cost
%L = ((motor oil consumption(lts/km) x Cost lt + gear oil
consumption(lts/km) x Cost lt + drive oil consumption (lts/km)
x Cost lt + brake liquid consumption (units/km) x Unit cost +
grease consumption (Kg/km)xCost Kg) x KmT) / total cost.
In each case, reference is made to the cost of initial input
adjusted for CL, accumulated since determination of initial
cost.
%S = (Drivers/bus x monthly salary + Mechanics/bus x Monthly
salary + admve personnel./bus x monthly salary) / total cost.
In each case, reference is made to the cost of initial input
adjusted for CL, accumulated since determination of initial
cost.

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%M = % of vehicle price for mtto x price new vehicle adjusted for

CM accumulated since determination of the initial cost / total
cost.
%F = (admin.. expenses + Insurance + Depreciation +
Remuneration) / total cost.
In each case, reference is made to the cost of initial input
adjusted for CL, accumulated since determination of initial
cost.
Total = Fuel + Tires + Lubricants + Salaries + Parts + Fixed Costs
Cost
CC = Corresponds to the weighted percentage increase of Diesel
(CPM) and Natural Gas (GN) during the period in question
according to the increase established for said items as
follows:
CC = (Increase in Diesel x No. Diesel vehicles + Increase in
Natural Gas x No. GN vehicles) / Total No. of vehicles.
Calculating Diesel increase as cost variation of ACPM in the
sum of the following price structure components: maximum
price in wholesale plant + transport (Source: Ministry of Mines
and UPME)
As to Vehicular Natural Gas (GNVC) available information,
and regulations and legislation in force will be reviewed at the
time of determination of initial price and adjustment and the
base variables will be fixed for said adjustment observing the
same principles used for the Diesel case.
CN = Corresponds to the variation in PPI for tyres and rubber tubes
for trucks and buses.
CL = Corresponds to the variation in PPI for lubricating oils,
solvents and others.
CS = Corresponds to the punctual variation of minimum salary
applied only at the time it is decreed by the government
CM = Corresponds to the arithmetical average of variations in PPI
for Parts and Accessories which covers, among others, the
following items: Bodywork, towing- semi-towing; bearings,
gear box and gear parts; manufacturing of parts, pieces and
accessories (automotive parts) for automotive vehicles and
their engines; other parts and accessories for automotive
vehicles and their engines; suspension system (shock
absorbers, X bracing, axis, etc.); brake systems (except
asbestos parts); public transport vehicle, load transport
vehicle.
To the extent that the PPI includes a higher number of items
related with parts and accessories for heavy vehicles, these
should be included here.

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IPC = Variation in Consumer Price Index.

The number of kilometers traveled per vehicle per month (KmT) corresponds to the
total average of the system according to the number of kilometers scheduled and
actually traveled by the fleet during the last month and will be calculated from the
daily average of kilometers scheduled and actually traveled per vehicle, as follows

Km-month/veh = (arithmetic average of km-day/veh) * 365/12

The different unit costs used to establish total costs of the various inputs
correspond to those fixed, objectively, by TRANSMILENIO S.A., following the
procedure established in the trunk route operation concession contracts of Phase
ONE, adjusted for variations in the IPC (Consumer Price Index) and PPI, as
applicable. These adjusted costs are taken as reference to establish the
participation of each input in the trunk route operating cost basket and
subsequently, to weigh the CT increase; therefore, if these costs are not actually
met it will not give rise to any party to request any adjustments in the tariff
calculation nor in the economic compensation of any kind.

Given that on the date of signature of this contract, no GNVC vehicles are
operating in Phase ONE, a procedure to fix the initial price for this input which will
be used for calculating %C. must be established. This procedure is described
below and will be used only once one month before the first vehicle enters in
operation:

27.6.1. TRANSMILENIO S.A. will request (3) quotations at least. In case of

existing an official publication or traders´ publication, the information in
these publication will be taken as quotations, as provided by an act issued
by the Ministry of Mines and Energy or the Superintendency of Industry
and Trade.

27.6.2. The unit cost will be the result of calculating the average cost of the
various quotes received.

27.6.3. TRANSMILENIO S.A. will inform the CONCESSION HOLDER in writing

of the average cost resulting from the application of the above procedure.

27.6.4. The CONCESSION HOLDER may object the estimate of the average cost
made by TRANSMILENIO S.A. and for this purpose, the CONCESSION
HOLDER may deliver to TRANSMILENIO S.A., within 5 calendar days,
(3) quotes of GNVC provides in the Metropolitan area.

27.6.5. If the CONCESSION HOLDER objects, TRANSMILENIO S.A. may decide

whether to modify the average cost or not; if it decides to do it, the new
average cost will be the result of calculating the unit average cost of the

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quotations received by TRANSMILENIO S.A. and by the CONCESSION

HOLDER.

The fixed costs (F) assumed in the adjustment formula will be increased to the
inflation index of the period, not taking account of other factors such as interest
rates, devaluation, etc.

In order to establish a methodology for adjustment remuneration to operators,

there are theoretical consumption factors for the different items comprising the cost
operating bask, such as: fuel (gls or m3/km), tires (units/km), lubricants (lts/km,
units/km, kg/km), parts (% of vehicle value), salaries (employees/bus) and fixed
costs (%), which must remain constant for DCT calculation

The following chart shows the theoretical consumptions used and which must be
used during the life of this contract:

ITEM Consumption factors per Consumption

vehicle / vehicle
FUEL Diesel Gallons/100km 18.6
m3 Natural Gas /100km 74
PNEUMATIC SYSTEM
-Tyres Units/100.000km 10.0
- Tyre repair Units/100.000km 27.6
LUBRICANTS
-Motor Gallon quarts/10.000km 78.9
-Gear system Gallon quarts/10.000km 4.5
-Differential Gallon quarts/10.000km 5.8
-Grease Kgs/10.000km 3.0
MAINTENANCE % of value vehicle/year 6.0%
PERSONAL
-Drivers Employees/vehicle 1.62
-Mechanics Employees/vehicle 0.38
-Admve personnel and supervisor Employees/vehicle 0.32

ADMINISTRATIVE EXPENSES % of variable costs + 4.0%

maintenance + personnel
FLEET INSURANCE % of value of vehicle/year 1.8%
DEPRECIATION % value of vehicle/year 10%
RETURN ON CAPITAL Annual effective rate (%) 15%
on invested capital (Cost
of new vehicle)

The consumption per vehicle in the above chart is used exclusively for reference
parameters for tariff adjustment with which trunk route operators are remunerated.

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The parameters established for calculating the cost basket are estimates and
therefore, failure to actually meet the same will not entitle any party to request
adjustments in the calculation procedure of tariffs nor in the economic
compensation of any kind.

The return on capital invested is only considered an estimate which does not
intend to reflect the actual remuneration projected for the new concession holder´s
investment, and therefore, it must not be considered as minimum performance
guarantee for the new concession holder who must estimate and determine freely
its capital needs and the yield it expects to obtain from invested funds.

27.7. Variation in the trunk route passenger-kilometer Index (IPK)

The IPK is defined as a performance indicator which measures the operational

efficiency of the System, calculated as the number of paid up passengers divided
by the number of total kilometers scheduled and actually traveled on the trunk
routes.

PP
IPK  n

 Km
i 1
i

Where:

IPK: index of passenger/kilometer, calculated as the number of paid up

passengers divided by the number of total kilometers scheduled and actually
traveled on the trunk routes.

PP : equivalent No. of tickets sold in the last calendar month.

Km: kilometers scheduled by TRANSMILENIO S.A. and actually traveled by

operator (i) in the last calendar month.

The technical tariff will be adjusted for changes in IPK, provided that actual IPK of
the system is maintained within a pre-determined range. The IPK range is within
4.75 (minimum IPK) and maximum IPK in force to make the adjustment.

For IPK values below this range, trunk route operators must assume the losses
directly, while for IPK values above this range, trunk route operators will receive
additional benefits produced.

TRANSMILENIO S.A. will modify the maximum limit for IPK every six months, not
below the minimum established limit of 4.75, nor above the maximum limit in force
prior to the modification, according to the following formula:

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IPK MAX ( n)  IPK MAX ( n  1)  (0.5 * ( IPK MAX ( n  1)  IPK Semestral ))

Where :

IPK MAX (n)  New IPK valuefor the followingsemester

IPK MAX (n  1)  max imumIPK used duringthe last semestere

IPK Semestral  actualIPK averagein thelast 6 months,providedthis averageis below the maximumIPK of th

IPK Semestral  IPK MAX ( n  1), isi el promediodel IPK real de los últimos6 meses se encuentra
por encimadel IPK del últimosemestre.
IPKSemestral = IPKMAX (n – 1), if actual IPK average of the last 6 months is above the IPK of the last
semester

The minimum limit of 4.75 may not be changed throughout the life of the respective
contracts.

According to the above, the adjustment in the technical tariff for changes in the IPK
s defined as follows:

IPK oflastmonth
IPK 
IPK oflastbutonemonth

Where:

IPK of last month=Minimum IPK, if IPK of last month<Minimum IPK

IPK of penultimate month=Minimum IPK, if IPK of penultimate month<Minimum

IPK

IPK of last month=Maximum IPK, if IPK of last month>Maximum IPK

IPK of penultimate month=Maximum IPK, if IPK of penultimate month>Maximum

IPK

Minimum IPK = 4.75 paid up passengers/km traveled on the trunk route.

Maximum IPK = Maximum IPK in force at the time of the adjustment.

27.8 The adjustment in the feeder cost (CA) represents the percentage change
in the System’s cost of the feeder operation per passenger. This adjustment
will be made every six months based n the percentage change of operating
costs (Cinput), the relative weighting of each variable, fixed and capital costs
within the total cost structure and IPK variation in the different feeder

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basins. For adjustment effects (CA y CA APLIC i will be used, referring to the
same adjustment) the following formula will apply:

CA APLIC i =  k %CAq * CAq APLICi

Being:

%CAq = (Payment to feeder q / Total feeder cost) in the last period of reference.
CAq APLICi = Calculated based on CAq SEM i following the procedure established below.
CAq SEM i = ((1/IPKALIM q)*(((%C x CC) + (%N x CN) + (%L x CL) + (%S x CS) +
(%M x CM) + (%E x IPC) + (%F x IPC))+1))-1

where:

q = Sub-index which identifies feeder service q

i = Sub-index which identifies the semester of adjustment
C = Fuel
N = Tires
L = Lubricants
S = Salaries
M = Parts (Maintenance)
E = Station services
F = Fixed costs (administration, depreciation, insurance and
remuneration)
IPKALIM q = IPKALIM-LAST q/IPKALIM-LAST BUT ONE q
IPKALIM-LAST q = (Passengers fed/kms traveled by feeder) in the last period of
reference.
IPKALIM-LAST BUT ONE = (Passengers fed/kms traveled by feeder) in the last period of
reference) in the penultimate period of reference.
Kilometers traveled = Product of shifts scheduled for specified length of service less
shifts lost.

The variations of feeder costs are shown in the following table:

%(C,N,L,S,M,E, = Percentage weight of said item on total cost structure, such that:
F) %C + %N + %L + %S + %M + %E + %F = 100% .
C(C,N,L,S,M) = Percentage change shown in the cost of said item during the last
period (semester).
CC = Corresponds to the weighted percentage change of Diesel (ACPM)
and Natural Gas (GN) during the period in question. Prior to
applying fuel surcharge, the price index of cots Publisher by the
Ministry of Mines (Resolutions) will be taken as index (MAXIMUM
PRICE IN THE WHOLESALE PLANT + TRANSPORT).
CC=(Diesel variation x No. Of Diesel vehicles + variation in
Natural Gas x No. of GN vehicles) / Total No. of feeder vehicles.
CN = Corresponds to the percentage change of PPI for tyres for trucks
and buses.
CL = Corresponds to the percentage change of PPI for Lubricating oils.

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CM = Corresponds to the linear average of the percentage change of PPI

for the group of items related with parts and accessories for heavy
vehicles (shock absorbers, batteries, gear boxes, chassis, axis,
clutches, brake systems, filters, motors, electric parts, among
others)
IPC = Percentage change of Consumer Price Index (IPC)
CS = Corresponds to the percentage variation of the minimum wage
decreed by the Government.

Fixed costs (F) assumed in the adjustment formula (administration, insurance,

depreciation and remuneration) will be increased according to inflation in the
period, and therefore, may not be changed outside the initially established
parameters for variations of other factors such as interest rates, devaluation, etc.

The relative weighting of each variable, fixed and capital costs within the cost
structure of the Feeder Service (CA) to be used to calculate the variation of cost
per transported passenger in the feeder service is the following

Item % Rel. Weight

FUEL (%C) 17,3%
TIRES AND TUBES (%N) 5,2%
LUBRICANTS (%L) 1,7%
MAINTENANCE (%M) 10,8%
SALARIES (%S) 29,2%
STATION SERVICES (%E) 2,6%
FIXED (%F) 33,2%
100,0%

These relative weights will be used only as parameters agreed by the parties for
adjustment of cost per passenger transported in the feeder service and in no way
intend to reflect the actual consumption of the vehicles. Therefore, failure to
comply with the parameter herein established will not entitle any party to request
adjustments in tariff calculation nor economic compensation of any kind.

However, in order to protect the TransMilenio System´s tariff from excessive

adjustments in the feeder service, such adjustment will be applied if and only if the
percentage increase accumulated in the technical tariff (TTyear) during the last
year, is equal or higher to the percentage increase accumulated in the feeder cost
(Cyear) during the same period. If this condition is not met, and in order to maintain
the economic equilibrium of feeder operators, an initial adjustment in the feeder
cost will apply, such that it is equal to the annual variation of the technical tariff and
in the following month(s), the missing adjustment will be applied.

Being:

i : Sub-index which makes reference to the month in which adjustment of

semester (i) takes place.

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k : Sub-index which makes reference to month (k) following the month when
the first adjustment corresponding to semester (i) is made.
For the purposes of this formulation two sub-indexes will be used for
denominating the month; in this way, month (i.k) is the month (k)
following the month corresponding to semester (i). Ex: if semester 1
takes place in Sep/02, month i.k=1.2 identifies the month of Nov/02.
CAq SEM i : Variation in the feeder cost of feeder basin q in the last semester
counted as of the month in which semester (i) of adjustment takes place.
Time Line and Sub-indexes
0 1 2 i ........ n T..
Semester i
Month I,k 0,1 0,2 0,3 0,4...... 1,1 1,2 ... 2,1 2,2... i,1... i,k... n,1...n,k...

CAq SEM i-1 : Variation in the feeder cost of feeder basin q in the penultimate semester
counted from the time in which semester (i) of adjustment takes place.
CAq YEARi : Variation in feeder cost of feeder base q in the last year counted as of
the months corresponding to semester (i), is equal to:
= [ (1+CAq SEM i-1) * (1+CAq SEM i) ] - 1
ΔTTYEARi : Variation in the System’s Technical Tariff during the last year counted as
of the months that corresponds to semester (i). Adjustment in the feeder
cost to be applied should not be considered.
CAq APLIC i : Adjustment to apply in the feeder cost for feeder basin q in the month
corresponding to semester (i).
CAq DIFFER i : Adjustment in the feeder cost for feeder basin q which was not applied in
the month that corresponds to semester (i), and which must be applied in
the following ik months, is equal to:
= [ (1+CAq YEARi ) / (1+ TTYEARi ) ] - 1
CAq ik : Adjustment to apply in month ik .
TTMONTH ik : Variation of the technical tariff of month ik, without taking account of the
feeder cost adjustment to be applied.
TTYEARk : Variation of the System’s Technical Tariff during the last year, counted
as of month ik. Feeder cost adjustment to be applied should not be
taken into account.

The adjustment will be calculated as follows:

27.8.1 If (CAq YEARi <= TTYEARi )

then
CAq APLIC i = CAq SEM i

If (CAq YEARi > TTYEARi )

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then
 1  TTYEARi 
CAq APLIC i =   1
1  C Aq SEM i 1 

Leaving the following adjustment to be applied:

1  C Aq YEARi 
CAq DIFER i =   1
 1  TTYEARi 

The above adjustment will apply in subsequent ik months through monthly

adjustments referred to as CAq ik, varying k=(1,2,..,n). In this order CAq in will be
the last deferred adjustment to apply and through which the semester adjustment
CAq SEM I will begin

CAq ik = higher between TTMONTH ik

 
 
 1  TTYEARik  1
 
     
k

 1   C Aq SEM i 1  1   C A qAPLIC i   1   C A q i , j 1 
 j 2 

1  C    1  C   1  C 
k

If A qAPLIC i A q ij Aq SEM i
j 1

Then

 
 
 1  C Aq SEM i  
CAq ik =  k 1  - 1
 1  C Aq APLIC i    1  C A q ij  
 
 j 1 

Such that the following equality is always met:

1  C    1  C  = 1  C 
n

Aq APLIC i Aq ik Aq SEM i
k 1

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In no event, unless when CAq SEM i is less than zero, initial or deferred negative
adjustment will be made, therefore, the adjustment to be applied will be equal to
zero until established conditions are met.

Deferring the adjustment in feeder cost (CA) will not give rise to retroactive
payment.

In case that the total paid up passengers who enter or exit the trunk route system
during one week, through the feeder fleet of operator (i), exceeds the higher limit of
passengers of operator (i) transported in the week and this situation occurs during
three consecutive weeks in the semester, then the penultimate IPK is equal to the
last IPK, in order not to affect operator’s income due to the marginal payment of
the number of passenger exceeding the maximum limit. This means that the
adjustment equation of the feeder cost will not be affected by the IPK variation.

27.9 The adjustment in the number of feeder passengers (%A) will meet the
increase of the integrated tariff of the System base don the increase in the
number of passenger who enter via the feeder service. The adjustment
value will be determine by the following formula:

% Passangers who entered via feeder service inlast month

% A 
% Passengers who entered via feederservice int helastbutonemonth

Where:

Passangers transported feeder

% Passanger who entered via feeder 
Total PassengerTransported

The feeder service may not exceed 20% of the System’s income throughout the life
of the contract.

27.10. The adjustment in collection cost (CR) will be made according to the
following formula:

RT of last month
PP of last month
CR 
RT del penúltimo mes
PP of last butonemonth

Where:

RT of last month = Value paid during the last month on collection, without
discounting the value of fines deducted during that month.

RT of penultimate month = Value paid during the penultimate month on collection,

without discounting the value of fines deducted during that month.

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PP of last month = Equivalent number of tickets sold in the last month

PP of penultimate month = Equivalent number of tickets sold in the penultimate

month.

In spite of remuneration adjustments of collection concession holders, the cost of

collection shall not exceed in any case 11% of total income.

27.10.1 Determination of RT

RT shall be determined according to the following formula:

RT = (NEVi * PLUi * adjustment factori )

RT Corresponds to the total value in pesos with which collection is remunerated

during the month.
Sub-index “i” is used for indicating parameters corresponding to collector (i), as
follows:

NEVi Corresponds to the equivalent number of tickets sold by collector (i) in the
month.

PLUi is the Unit Bid Price of collector (i), which will be modified monthly for inflation,
and exceptionally, for incorporation of a new infrastructure of stop points.

The adjustment factori for calculation of (Rt) corresponds to a factor which will
make weekly adjustments to the remuneration of collector (i) based on the variation
in the weekly demand of the System, and based on the proportion of use of the
different jeans of payment used by the System. This function will be adjusted as a
result of the incorporation of a new infrastructure of stop points. These adjustments
will be regulated by collection concession contracts. In the case of Phase ONE
collector, the Discount Factor must be understood as Adjustment Factor.

CLAUSE 28- MANAGEMENT OF THE TRANSMILENIO SYSTEM´S FUNDS

The funds originated from the massive transport public service and all other
income which the TransMilenio System receives or may receive will be
administered and manager by an escrow under a single trust contract, through
which concession holders or contractors of the trunk route operation, feeder
service and collection of the TransMilenio System, who are or who become holders
of the participation rights of the TransMilenio System funds, whose activity is
directly bound or related to the provision of the passenger public transport service
through the TransMilenio System, deliver in trust the participation rights on cash
flows derived from the sale of tickets of TransMilenio System, under the conditions
provided in their respective contracts. The execution of the trust contract is a

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condition needed for the payment of participations entitled to under the respective
contract.

CLAUSE 29- RESPONSIBILITY OF TRANSMILENIO S.A. IN FUNDS DISPOSAL

Even though TRANSMILENIO S.A. is not a trustee to the trust contract, taking
account of the responsibility attributed to it by Agreement 4 of 1999 of the Bogotá
Council, to guarantee the adequate administration of the funds derived from the
provision of the massive transport public service and all other income which the
system receives, using for this purpose adequate financial mechanisms, it
participated in the selection process of the trust that manages the funds produced
and destined to the TransMilenio System, by the establishment of the scope of the
terms of reference for the selection of the trust, the determination of the object of
the trust contract, its scope and disposal terms of the funds under trust, the
conditions under which it executed the trust contract. TRANSMILENIO also makes
permanent monitoring of the activities of the trust manager as provided in the trust
contract, which makes part of this concession contract.

CLAUSE 30- ESTABLISHMENT OF THE ESCROW.

Under a contract signed on 29 September 2000 with FIDUCIARIA LLOYDS

TRUST, of which the trunk route and collection concession holders appeared as
trustees of Phase ONE of the TransMilenio System, the escrow for the
management, investment and source of payment was created, to manage the
entire cash flows which are to be directly related to the development and
functionality of the TransMilenio System.

The escrow is ancillary to the concession or operation contracts which

TRANSMILENIO S.A. has executed for the development of Phase ONE and of
those which it may execute for the operation of the TransMilenio System.

CLAUSE 31- FUNDS MANAGEMENT BY THE ESCROW MANAGER

The funds produced by the provision of the TransMilenio System’s transport

service, corresponding to Phase ONE, are being received and managed by the
Escrow created through the Trust Contract of the TransMilenio System, signed with
FIDUCIARIA LLOYDS TRUST.

The funds resulting from the provision of the TransMilenio System’s transport
service, corresponding to Phase two will also be received and manager by the
Escrow created through the Trust Contract of the TransMilenio System, signed with
FIDUCIARIA LLOYDS TRUST.

CLAUSE 32- ADHERENCE TO THE TRUST CONTRACT

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It is obligation of the CONCESSION HOLDER to execute a document whereby it

adheres to the trust contract as trustee and beneficiary according to PROFORM
11.

The CONCESSION HOLDER, as well as all other concession holders of the

System will irrevocably transfer its rights to the economic participation on the
proportional portion of future flows of the collection corresponding to Phase TWO
of the TransMilenio System, to the escrow formed for the centralized management
of the System’s funds. The funds management will be made in accordance with
the terms provided for in this contract, the Trust Contract of TransMilenio System
to which the CONCESSION HOLDER must adhere as trustee and beneficiary,
which for all legal purposes form part of this contract as an ancillary contract.

The exercise of the economic participation rights which may arise for the
CONCESSION HOLDER as a result of this contract, is subject to the condition that
the CONCESSION HOLDER maintains his relation, during the life of this contract,
to the mechanism of trust management of the TransMilenio System’s funds under
the terms and conditions established by TRANSMILENIO S.A. for these purposes.

The CONCESSION HOLDER hereby gives its authorization, and will give that
authorization by means of the trust contract referred to in this clause, irrevocably
and during the life of this contract, for the trust manager of the TransMilenio
System to act in its name and to makes regular payments according to this
contract which the CONCESSION HOLDER owes to TRANSMILENIO S.A. with
direct payment to the value of its regular income.

CLAUSE 33- DISPOSAL AND SPECIFIC DESTINATION OF THE FUNDS

GENERATED BY THE SYSTEM

The entire cash flows produced by the exploitation of the passenger massive
transport activity in the TransMilenio System, enter the Escrow fund, created by the
TRUST CONTRACT of the TransMilenio System, signed with FIDUCIARIA
LLOYDS TRUST.

The escrow comprises the following funds:

33.1. A fund referred to as “Principal Fund” whose purpose is:

33.1.1. To act as a collection account, fed permanently and continuously by

collected funds for the sale of tickets of the System,

33.1.2. To transfer or receive funds from the Contingencies Fund, as provided for
in this contract,

33.1.3. To transfer fines of the trunk route operators to the Fines and Bonuses
Fund and to receive the bonuses amounts, whenever is the case. The

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Fines and Bonuses Fund will have an account for Phase ONE concession
holders and another account for Phase TWO concession holders.

33.1.4. To distribute the participations which the CONCESSION HOLDER and all
other concession holders and/or operators or co-existing contractors
within the TransMilenio System are entitled to receive.

33.1.5. To pay the remuneration value of TRANSMILENIO S.A. which as

manager is entitled to receive, as well as the value of other income to
which it is entitled according to the provisions of this contract.

33.1.6. To pay the fee caused by the trust management of the funds which enter
to the Principal Fund, under the terms and conditions provided for in the
Trust Contract of the TransMilenio System, which forms part of this
contract, signed by the CONCESSION HOLDER for the purposes
foreseen in this contract, and

33.1.7. To pay to TRANSMILENIO S.A. the proceeds generated by the funds

contributed by TRANSMILENIO S.A.

33.2. A fund referred to as the “Contingencies Fund”, whose purpose is:

33.2.1. To cover specific contingencies related with the structure of the user tariff,
which may jeopardize the stability and viability of the TransMilenio
System.

33.2.2. To differ the increase of user tariff over time, for convenient reasons, such
that the stability of the demand for the System is maintained.

33.2.3. To accumulate resources which allow the implementation of strategies to

stimulate the use of the System.

This fund will be formed and increased over time, in a permanent and
continuous manner, with the positive difference existing between user
tariff and technical tariff, multiplied by the number of paid up passengers
of the System, proceeds generated by the funds accumulated in this
Fund and in the Principal Fund and remaining collections as of 1 January,
2003.

33.3. A fund referred to as the “Fines and Bonuses Fund” which will manage
two accounts. The first account is comprised with the values deducted
from fines to the various concession holders of Phase ONE of the
TransMilenio System, as provided in the respective concession contracts.
The second account is comprised by 90% of fines of operating nature
which are deducted to the various concession holders of Phase TWO of
the TransMilenio System, as provided in their respective concession
contracts. Bonuses in favor of the concession holders will be paid with

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charge to these accounts of the “Fines and Bonuses Fund”, as provided in

their respective concession contracts.

CLAUSE 34- CONDITIONS OF DISPOSAL OF THE PRINCIPAL FUND

The disposal of the Principal Fund is subject to the following conditions:

34.1. Payment to each agent and concession holders of the TransMilenio

System, will be made according to formulae and mechanisms established
in each contract.

34.2. Payment to each agent and concession holder of the System will be made
regularly, every Thursday, when payment of the operations carried out the
immediately preceding week will be made; it is understood that the
immediately preceding week is that comprised between Monday and
Sunday of each week. If the following Thursday of this preceding week is
a holiday, payment will be made the following working day.

34.3. For payment to the System’s agents who require validation processes of
technical parameters, such as kilometers actually traveled, feeder
passengers or tickets sold, TRANSMILENIO S.A. has developed
procedures which allow to consider and confront the technical information
of the System with that which the operator obtains as a result of
administration of its fleet, under which calculations are made.

34.4. TRANSMILENIO S.A. will provide the escrow manager, at least 1 day
before, the technical information which the trust may require to make the
liquidations and payments corresponding to each agent.

CLAUSE 35- CONDITIONS OF DISPOSAL OF THE CONTINGENCIES FUND

The disposal of the Contingencies Fund will be subject to the following conditions:

35.1. Under this contract, the CONCESSION HOLDER irrevocable confers to

TRANSMILENIO S.A. exclusively and for its exclusive option, the power
to establish, after consultation to the Trunk route Operators´ Committee of
the TransMilenio System, the time, amount and conditions for making
disposal of the funds deposited in the Contingencies Fund; on its part,
TRANSMILENIO S.A. undertakes to exercise this power following the
criterion and within the limits and conditions provided for in this clause.

35.2. The funds in the Contingencies Fund, as a mechanism for covering the
risks related to the stability of the user tariff, may only be released to
cover contingencies which may be identifiable, established and quantified
by technical and objective methods and factors which are created or

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derive in situations which place potential risk in the stability or viability of

the System caused by situations related with the user tariff, among which
are the following non limiting cases: (i) large macroeconomic variations
which result in the considerable alteration in operating inputs; (ii) massive
devaluations or serious variations in the devaluation rate, (iii) serious
catastrophes which involve significant alterations in the operating costs of
the TransMilenio System; (iv) atypical seasonal situations of the System;
(v) when situations foreseen as generators of an adjustment in the
technical tariff, which due to its nature might be prevented as temporary
variations as verified, whose transitory effects in the user tariff may be
avoided for the convenience of the stability of the demand for the
System.

35.3. In all cases when the Contingencies Fund is to be disposed of, an

assessment of the use capacity of same for a given period must be made,
such that the temporary capacity of the Fund is maintained at all times to
pay present and future contingencies, in accordance with the regulations
which TRANSMILENIO S.A. may issue.

35.4. During the first year of operation of the System, the Contingencies Fund
will no make any payment to TRANSMILENIO S.A. either capital or
interest, of the funds contributed by TRANSMILENIO S.A. as initial value
of the Fund. Thus, interest caused during this period will be capitalized.

35.5. After the second year of operation, capital and interest payments will be
made to TRANSMILENIO S.A. from the funds accumulated in the
Contingencies Fund exceeding the sum established for the following: $50
multiplied by 10.6 times the average demand of the last three months of
operation. Outstanding resources, both capital and interest, will be paid
to TRANSMILENIO S.A. at the end of the third year of operation.

35.6. In any case, it must be guaranteed that the Contingencies Fund includes
a sum not les than the value equivalent to 12% average value of monthly
billing of the last three months. These funds may be used only to meet
serious catastrophes which involve significant alternations in the System´s
operating costs.

35.7. When the CONCESSION HOLDER loses that quality, it will lose all actual
or eventual rights on this Fund.

CLAUSE 36- GUARANTEE TRUST

The trust may be put in operation to enforce the guarantee object and source of
payment for creditors, in order that such mechanism may be used by the various
trustees, at their option and subject to express and written authorization of

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TRANSMILENIO S.A. to support loans with which they will finance their
investment.

For these effects, if established, the trust may perform the following activities:

36.1. To issue guarantee trust certificates on part of the future cash flows
derived, in each case, from the concession contracts of each of the
System’s agents who may require it, under the conditions and up to the
percentage amounts established in this contract and in the trust contract;
and

36.2. To pay to secured creditors, debt repayment and servicing out of the
funds obtained which correspond to the CONCESSION HOLDER and
which would be used as payment source and security, at the request of
the debtor agent.

Paragraph: The availability of this possibility within the activities of the

TransMilenio System’s escrow shall not condition nor limit in any way the
possibility of the various agents to establish a complementary security trust with a
charge on the future flows which their concession contracts may originate, and
which adjust more specifically to the conditions established in each case by the
financing entity.

CLAUSE 37- TRUSTEES

The initial trustees are concession holders of the various activities who put in
operation the System’s functionality, in development of Phase ONE of the
TransMilenio System, to wit:

37.1. Concession holders of the trunk route operation;

37.2. Contractors of the feeder service; and

37.3. The collection concession holder.

Concession holders and/or contractors, who join to the development of Phase

TWO, will adhere to the trust contract as trustees.

CLAUSE 38- BENEFICIARIES

Trust beneficiaries are the persons who by virtue of contractual provisions, are
entitle to receive remuneration on a permanent and continuous basis from the
Escrow, with charge to the cash flows generated as a result of the various
resources which the System receives.

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The initial trust beneficiaries are the concession holders who join the development
of Phase TWO of the TransMilenio System, to wit:

38.1. Operators of the trunk route system

38.2. Operators of the feeder service

38.3. The Operator of the collection system

38.4. The management entity of the TransMilenio System.

Creditors with security trust with whom the debtor has agreed debt service and/o
repayment with direct charge to the own cash flows being realized.

Concession holders and/or contractors, who join the development of Phase TWO,
will adhere the trust contract as beneficiaries.

The conditions and regulations for regular distribution of resources among trust
beneficiaries have been specifically provided for in the trust contract, taking
account of the conditions which on turn are provided in the respective concession
contracts; in all cases, values to be distributed by the application of mathematical
formulations or pre-determined percentages on the System’s income are
established.

CLAUSE 39- TRUST FLOWS

The funds being managed derive mainly from three sources:

39.1. Daily deposits or credits in account by the collection concession holders,

of the proceeds from the sale of tickets to TransMilenio System users.

39.2. Contributions, payments, credits or liquidity facilities which the District

and/or TRANSMILENIO S.A. may make.

39.3. Yields generated by the funds accumulated in the Trust.

CLAUSE 40- INVESTMENT REGIME OF THE FUNDS

The funds remaining in the escrow shall be subject to a regulated investment

regime, which will observe the following binding and unmodifiable principles
included in the trust contract:

40.1. The entire funds placed on a permanent basis, in high liquidity

investments, will be maintained, except when the Contingencies Fund
amount exceed the sum of Col$1,000,000,000 in one month, in which

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case, the surplus amount may be used to make investments at medium or

long term, according to the instructions which for this purpose the
management committee and trust coordination may receive.

40.2. Only investments in securities whose solvency and liquidity risk have
been certified by a risk rating company equal or higher to BBB+, among
those qualified as acceptable by the risk committee of the Office of the
City Treasury, or in Treasury bonds, may be made.

40.3. Investment criteria will be guided under risk dispersion policies.

40.4. In no event may permanent investments be maintained in unit funds.

40.5. The investment portfolio must observe in all cases, policies for investment
of liquidity surpluses indicated by the risks committee of the Office of the
Secretary of Treasury of the District, and only within the allowances it may
establish;

40.6. The composition of investment portfolios within the regulated framework is

the exclusive responsibility of the trust, in which it will be completely
autonomous.

40.7. The trust will abstain from making triangular operations or other unfair
practices with its head office or its affiliates and shall act with the diligence
and care which the management of resources of a public service requires.

40.8. The trust will maintain the escrow funds separate from the other funds
and from the moneys of other trusts and trust undertakings.

CLAUSE 41- INFORMATION SYSTEMS

The trust has a systems platform and information systems sufficient to comply with
the Trust Undertaking, which allows it, among other things, to maintain an
information system on-line, available to TRANSMILENIO S.A. and to trustors,
through which TRANSMILENIO S.A, may make consultations and obtain daily
updated reports on balances, deposits and in general, on all aspects related with
the escrow.

CLAUSE 42- COORDINATION AND DECISION-MAKING ORGANS

The trust coordination committee, comprised by two TRANSMILENIO S.A. officers,

the Manager appointed by the Trust to manage the escrow who has voice but not
vote, a representative from the trustees and a representative from secured
creditors, if any.

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This Committee adopts the coordination measures required for the correct
execution of the contract, in accordance with the provisions of the trust contract.

CLAUSE 43- ACCOUNTABILITY OF THE TRUSTEE

The trust is obliged to deliver to TRANSMILENIO S.A. and to the trustees, the
following regular reports, as minimum:

43.1. A daily report of the movements of the escrow;

43.2. A weekly report of payments made to the beneficiaries and balances in

each fund and/or account;

43.3. A monthly report on the overall performance of the trust, detailing the
funds received per sources during the month and during the life of the
escrow, financial yields generated and portfolio composition, payments
made to beneficiaries, transfers among funds, Financial Statements and
in general, all the information which the direction committee and trust
coordination may require.

43.4. A consolidated annual report describing the overall performance of the

above mentioned trust.

CLAUSE 44- DURATION OF THE TRUST CONTRACT

The contract signed with FIDUCIARIA LLOYDS TRUST on 29 September 2000 is

of undetermined duration, but determined according to the duration of the
concession contracts of Phases ONE and TWO, of which the trust contract is
ancillary.

CLAUSE 45- COMPENSATION OF THE TRUST

The trust will be compensated for its work as manager of the escrow of the
TransMilenio System, a management fee equals to 0.0387% of the sums paid to
the beneficiaries; this value will be deducted from the Principal Fund every
Thursday or the following working day, from the total collection distributed among
the TransMilenio System’s agents and a fee for efficiency in the investment equal
to 3.000% (including IVA) of the gross revenues generated by the investment
portfolio, being this the only compensation payable from TransMilenio System’s
funds.

Chapter 5- Revenues of the CONCESSION HOLDER

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CLAUSE 46- REVENUES OF THE CONCESSION HOLDER DERIVED FROM THE

ECONOMIC EXPLOITATION OF THE TRANSMILENIO SYSTEM

As compensation of the obligations imposed hereof to the CONCESSION

HOLDER, he will be entitled to receive a share in the revenues generated on
account of the commercial exploitation of the TransMilenio System; this share will
be made by regular payments which for the effect hereof shall be referred to as
“participation” and which will be established in accordance with the conditions
foreseen in this contract and paid with charge and when the proceeds of sale to
the public of the passenger transport service of the TransMilenio System occurs.

CLAUSE 47- VALUE OF THE PARTICIPATION RIGHTS OF THE CONCESSION

HOLDER

The CONCESSION HOLDER is entitled to receive a participation in the economic

benefits derived from the commercial exploitation of the System during the life of
this contract, which value will be determined based on the kilometers in service
according to the service orders issued by TRANSMILENIO S.A. for each vehicle
linked to the operation and restricted to the level of revenues generated for paid up
passengers.

The payment of this participation to the CONCESSION HOLDER shall be subject

to the following conditions:

47.1. Participation value (ROTk). The participation value which CONCESSION

HOLDER (K) will be determined according to the following expression:

C k  Kmk  Av k
ROTk  n
 ( IncomeTrun kLineOperators  C )
C
i 1
i  Kmi  Av i

Being

IncomeTrunkLineOperators  PP  TTadjusted  RA  RT  RG  RF

Where:

Ci = cost per tendered kilometer of operator (i).

Kmi = kilometers scheduled and effectively traveled and net of sanctions by

operator (i)

RA = feeder compensation, not exceeding in any case 20% of total

revenues

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RT = compensation to the collector, not exceeding in any case 11% of total

revenues.

RG = compensation to the manager, not exceeding in any case 4% of total

revenues.

RF = compensation to the trustor, not exceeding in any case 0,5% of total

revenues.

PP = number of paid up passengers of the System during the payment period.

Avi = Cost adjustment Factor based on actual average operating speed for
operator (i). For new trunk route operators, the value of this factor will be (1) as of
the day its regular operation begins until day 9 of the month following to which
operation began.

C = Revenues from the Contingencies Fund to be disposed under the terms

and conditions foreseen herein.

47.2. In order to ensure that adjustments for variations in the IPKALIM do not
affect trunk route operators income, the following formulation will apply:

I= Trunk route operator’s income

CA= Phase ONE Feeders´ income

I1 = trunk route operators´ income using feeder tariffs, without involving in

the case of Phase ONE feeders, variations in IPK ALIM, with a share for
TRANSMILENIO S.A. of 3% from System’s revenues (T T x PP –
Discounts) and a Technical Tariff (T T) consistent with above
assumptions. In this case, Phase ONE operation feeders will receive
per transported passenger above the weekly limit, 20% of the
tendered cost adjusted without taking account effects for variations in
IPKALIM. In the case of feeder operators of subsequent Phases, the
payment procedure will be as provided for in their respective
contracts.
I2 = Revenues of trunk route operators based on actual tariffs of all
System’s agents. In this case, payment to Phase ONE feeder
operators per passenger transported above the weekly limit will be
46,7% of the tendered cost adjusted taking account variations in
IPKALIM. In the case of feeder operators of subsequent Phases, the
payment procedure will be as provided for in their respective
contracts.
CA1 = Total cost of Phase ONE feeders without including the effects of
adjustments due to variations in IPK ALIM. In this case, payment to
Phase ONE feeders per passenger transported above the weekly limit
will be 20% of the tendered price adjusted.

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CA2 = Total feeder cost of Phase ONE feeders taking account adjustments
effects for variations in IPKALIM. In this case, payment to Phase ONE
feeders per passenger transported above the weekly limit will be
46.7% of the tendered price adjusted.

Si I2 >= I1, then, I = I2 , CA = CA2

Si I2 < I1, and if (I1 – I2) <= (CA2 – CA1), then,

Sub-chapter 1 -
CA = CA2 - (I1-I2)

I = I1

Si I2 < I1 and if (I1 - I2) > (CA2 – CA1) >0 then,

CA =CA1

I= I2 + (CA2-CA1)

Si (I1 - I2) > (CA2 – CA1) y (CA2 – CA1) < 0

I = I2
The negative difference between CA 2 and CA will be deducted from the payment to
Phase ONE feeders in proportion to the difference between CA 2 and CA1 for each
feeder basin of Phase ONE.

47.3. Adjustment factor of cost per kilometer. The participation value includes
an adjustment factor based on the average speed of the operation, and
will be established by the real average operating speed of the
CONCESSION HOLDER´S fleet in Km/hr. during the last month. This
adjustment factor will be calculated monthly according to the following
equation:
2
Av i  0.00344  Vel i  0.19827  Vel i  3.76221

Where :
Av i  AdjustmentFactor / KmBasedOnSpeed
actual operating average of operator i
Vel i  Actual average speed of operator (i) fleet during the last month

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For new trunk route operators, the value of this factor will be (1) from the date in
which operation begins until Day 9 following to the month in which operation
began; thereafter, the above formula will apply.

The actual average speed of operator (i) fleet (Veli), must be calculated according
to the number of kilometers effectively traveled by the fleet along the trunk routes,
and to the actual number of operating hours, according to the following formula:

Kms i TrunkLinel
Vel i 
H i operation
Where:

Kmsi-TRUNK ROUTE = Number of kilometers actually scheduled and traveled by the total
fleet of operator (i) during the last month.

Hi-operation= Number of actual hours of operating scheduled and effected by the total
fleet of operator (i) during the last month.

CLAUSE 48- COMPENSATION PAID FOR ACCOUNT OF THE PARTICIPATION

OF THE CONCESSION HOLDER.

The amounts resulting from the application of sanctions for failure to comply with
obligations under this contract on behalf of TRANSMILENIO S.A. will be deducted
from the final value established as participation to the CONCESSION HOLDER,
which accrue and are enforceable during any operating period, but not deducted.
Likewise, TRANSMILENIO S.A. will deduct ___ participation to which it is entitled
on CONCESSION HOLDER´s calculated revenues.

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Chapter 6- TRANSMILENIO S.A. REVENUES

CLAUSE 49- THE INCOME OF TRANSMILENIO S.A. AS MANAGER OF THE

TRANSMILENIO SYSTEM.

TRANSMILENIO S.A., as manager of the TransMilenio System, will receive as

participation in the economic benefits derived from the System’s the economic
exploitation during the life of this contract, a value equal to 4% of the total funds in
the Principal Fund.

CLAUSE 50- OTHER INCOME

50.1. TRANSMILENIO S.A., as manager and licensor will receive from the
CONCESSION HOLDER, on account of the right of exploitation of the
concession, the sum of Col$20.000.000.00 per trunk route bus linked to
the TransMilenio System. This value will be adjusted according to the
consumer price index as of September 1 st, 2002 and this value will be
discounted from the income of the CONCESSION HOLDER six months
after each vehicle enters the System.

50.1.1. TRANSMILENIO S.A., as manager and licensor will receive from the
CONCESSION HOLDER, as participation on income corresponding to the
CONCESSION HOLDER according to the clauses included herein, ____
% of CONCESSION Holder’s revenues. This sum will be liquidated,
deducted and paid directly to TRANSMILENIO S.A. by the System’s
manager on a weekly basis.

50.1.2. TRANSMILENIO S.A. as manager and licensor will receive the value of
income derived from the collateral economic exploitations of the System.

50.1.3. TRANSMILENIO S.A. in exercise of its control activities of the

TransMilenio System, will receive the value of the fines imposed to the
feeder and collection systems and 10% on the fines imposed to the trunk
routes operators of Phase TWO.

The above income caused on behalf of TRANSMILENIO S.A. as a result of the

concession of the economic exploitation of the urban massive transport service in
the TransMilenio System under this contract and the use of assets delivered under
administration.

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Chapter 7- Infrastructure

CLAUSE 51- INFRASTRUCTURE DELIVERED UNDER ADMINISTRATION

The infrastructure whose title is hereby delivered, comprises the operation yard
assigned to the CONCESSION HOLDER according to the grant resolution which
makes an integral part hereof.

The parking area included in the operations yard will be delivered for administration
by CONCESSION HOLDER, for its own account according to the parking needs of
the fleet incorporated to the normal operation of the System, whoever is the
concession holder or operator of the feeder’s fleet, who will have the responsibility
of a depository, both as regards to the parking area as to the vehicles which park in
that area.

Every operations yard will be delivered in a final manner, duly fenced and paved,
and equipped with electricity, water supplies and sewerage connections.

The CONCESSION HOLDER must request, for it own account and risk, the
connection of household public services required to perform its activities, in
addition to those with which it receives in the assets delivered under
administration.

Installation costs and the bills for such services will be assumed completely by the
CONCESSION HOLDER, who will be entitled to the use of same within the areas
delivered under administration.

Also, the CONCESSION HOLDER assumes, under its responsibility, the value of
its consumption on account of public services whose connections and installation
are delivered by TRANSMILENIO S.A.

TRANSMILENIO S.A. will not be responsible for the installation of fuel services,
household public services of a nature different from that delivered, nor for the
procurement of environmental licenses which may be required for the installation of
fuel supply services or services of any other nature necessary to perform the
technical support activities to the CONCESSION HOLDER´s fleet.

CLAUSE 52- DELIVERY OF ASSETS

The operation yards will be delivered to the CONCESSION HOLDER as manager,

as soon as the technical conditions permit. To this effect, TRANSMILENIO S.A.
will notify the CONCESSION HOLDER 30 days in advance to the date
programmed for the delivery.

The delivery of the operation yards will include delivery of the technical support and
parking areas. The delivery of the operation yards may be partial, when the

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delivery is individual and in different times of the technical support areas and
parking areas, or when the works in the areas have not been completed.

Damage caused as result of work in the areas which have been partially delivered,
will be for account of TRANSMILENIO S.A. unless the CONCESSION HOLDER is
liable as a result of gross negligence.

The delivery of each area comprising the operation yards will be understood to be
effected upon the execution of a delivery document, provisional or final, which duly
identifies and describes the assets being delivered and which are part of each
area. In case that the CONCESSION HOLDER refuses to receive the operation
yards TRANSMILENIO S.A. may cause the Delivery Document to be signed by two
witnesses, after which, the delivery will be understood to have been effected.

The start of the regular operation stage will not be subject to the delivery of the
operation yards.

Upon execution hereof, the CONCESSION HOLDER accepts the possibility of

performing maintenance of its fleet or of using the parking area of the operation
yard delivered under administration to another concession holder, whenever
TRANSMILENIO S.A. so provides. It also accepts that delivery of the operation
yards may be effected at different times, taking account of the gradual
implementation of the System.

CLAUSE 53- RESPONSIBILITY OF DELIVERED INFRASTRUCTURE

The delivered infrastructure will be under the responsibility, management and

control of the CONCESSION HOLDER as of the date of execution of the Delivery
Document of assets delivered under administration and will be exclusively
assigned to give support to the trunk route operation of the TransMilenio System
throughout the life of the concession contract, and therefore, may not be used for
any other purpose or effect.

53.1. Risk and Responsibility:

As of the date of execution of the Delivery Document, the CONCESSION HOLDER

assumes the following risks and responsibilities regarding the assets being
delivered:

53.1.1. The CONCESSION HOLDER assumes and will be completely

responsible for any and all damages, deterioration, prejudices, losses or
de facto intrusions on land and assets comprising the operation yards
being delivered, without prejudice of its faculty to enforce to third parties,
other than TRANSMILENIO S.A., the reparations or indemnity for direct
and/or subsequent damages, if any.

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53.1.2. The CONCESSION HOLDER assumes and will be completely

responsible for any and all damages or loss of assets and works owned
by it, or of those which it may incorporate with its own or third party
resources to the infrastructure being delivered, without prejudice to its
faculty to enforce to third parties, others than TRANSMILENIO S.A. the
repair or indemnity of direct and/or subsequent damages and prejudices,
if any.

53.1.3. The CONCESSION HOLDER will be obliged to offer to all other

concession holders and contractors of the TransMilenio System, day or
night parking facilities and maintenance of vehicles, provided their
available capacity for such effect in the yards delivered for its
administration. TRANSMILENIO S.A. shall establish such availability.

53.1.4. The CONCESSION HOLDER will be liable to all other concession holders
or operators of the feeder service, even for ordinary negligence, for the
security and care of the trunk route operation fleet of the TransMilenio
System other than its fleet which parks in the parking area comprised in
the operations yard delivered under the terms herein provided.

CLAUSE 54- DEFINITION OF THE OBLIGATION TO FURNISH THE

INFRASTRUCTURE BEING DELIVERED

The CONCESSION HOLDER must execute the upgrading and refurbishing work
necessary to equip the infrastructure being delivered, with adequate conditions for
the provision of the technical and operational service required for maintenance and
repair of the vehicles incorporated to its fleet.

CLAUSE 55- UPGRADING AND REFURB ISHING PLAN

Whenever the CONCESSION HOLDER requires to perform upgrading work or

make repairs to the infrastructure, it must submit the corresponding upgrading and
refurbishing plan to TRANSMILENIO S.A. for approval, identifying in detail the
work it will carry out to the infrastructure delivered, its construction designs and the
execution plan or program.

In the case of operators whose driving fuel is Compressed Natural Gas or some
other type of fuel and which require intervention work to the infrastructure in order
to install the provisioning station or maintenance workshops for vehicles driven with
this type of fuel, the CONCESSION HOLDER must comply and observe
permanently environmental, control, supervision and safety guidelines and
regulations established by National or District Order entities, such as those
established in Resolution No. 7909 of 2001 of the Ministry of Transport (Single
Joint Information System for review of components of vehicles driven by GNNV),
Decree No. 1605 of 2002 of the Ministry of Mines and Energy or in Colombia

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Technical Standards (NTC) 2504, 4820, 4821, 4822, 4823, 4824, 4825, 4826,
4827, 4828 or any other legal or technical norm which complements, regulates or
replaces them.

In furtherance of such a plan, the CONCESSION HOLDER may reallocate the use
of spaces and areas in the operation yards delivered, to other uses, always
provided that it does not diminish the parking and maintenance capacity of the
parking and technical support areas, respectively.

The prior written and express authorization of TRANSMILENIO S.A. will be

required in order to begin above works.

TRANSMILENIO S.A. may object the upgrading and refurbishing works only in the
following cases:

55.1. When it finds that their execution is not technically feasible.

55.2. When it finds that the work, its technical characteristics, construction
design or development plan places the stability of the infrastructure at
risk.

55.3. When it finds that the work, its technical characteristics, construction
design or development plan prevents other concession holders of the
trunk route operation or of the feeder service, the use for the provisional
parking of their vehicles.

The effective date to start works in the infrastructure will be established by the
CONCESSION HOLDER and informed in writing to TRANSMILENIO S.A. who
may verify, during or after the execution of works, that these match the terms and
conditions of the upgrading and refurbishing works plan which it authorized in the
first place.

CLAUSE 56- CONSTRUCTION RISKS

The procedures and methods of design and construction in order to upgrade and
furnish the delivered infrastructure shall be the exclusive responsibility of the
CONCESSION HOLDER, who assumes all risks which may be derived from the
execution of the plan for upgrading works.

Should there force majeure events or sudden or unpredictable situations arise,

variations to the construction plan may be made in the course of the construction,
subject to consultation to TRANSMILENIO S.A.,and the reasons for rejection
provided for in the preceding clause will also apply here.

CLAUSE 57- PRESERVATION OF THE INFRASTRUCTURE

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The preservation of the infrastructure shall be made on the terms and conditions
which guarantee the efficient operation of same, technical suitability of the
organization and performance of the operation yards, permanent availability of the
fleet required for continuity and safety of the passenger transport public service of
the TransMilenio System.

In any event, when upgrading woks are being carried out, the renewal of work
stability policies will be reviewed.

Chapter 8- Vehicles

CLAUSE 58- PROVISION OF VEHICLES

The CONCESSION HOLDER will be responsible for providing the vehicles

required to meet the services scheduled by the System, with the fittings and
specifications which TRANSMILENIO S.A. establishes in accordance with the
conditions given in Tender No. 007 of 2002 called by TRANSMILENIO S.A and in
accordance with applicable legal regulations in force.

The obligation related to the provision of vehicles will be understood to have been
complied with, when vehicles correspond exactly to the specifications established
for its operation within the TransMilenio System in Public tender No. 007 of 2002,
and provided that compliance with the obligation regarding fleet replacement has
been accredited.

CLAUSE 59- INITIAL SPECIFICATIONS OF VEHICLES

The specific characteristics of the type of vehicle which the CONCESSION

HOLDER undertakes to provide to the TransMilenio System’s operation shall be for
all effects, those herein provided, in accordance with CONCESSION HOLDER´s
proposal submitted under Public Tender No. 007 of 2002.

The model year of the vehicles provided to the TransMilenio System’s operation
must be 2003 or later; under no circumstance will used vehicles be accepted, nor
any used parts, components or re-worked vehicles for purposes of the initial fleet to
be incorporated to the regular operation of the System provided for herein. To
verify the requirement of this clause and in order to establish the model year of
vehicles in the case of vehicles comprised by chassis and bodywork, the model
year of the chassis will be taken into account.

TRANSMILENIO S.A. reserves the right to verify with manufacturers or with

certifying entities the model corresponding to each vehicle linked to the System.

When the type of vehicles provided for herein requires precise dimensions for the
different characteristics of the vehicles or in case that maximum or minimum

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ranges are established for its properties or require specific characteristics, the
modification or change of these characteristics or variations to these ranges when
there is prior express and written authorization by TRANSMILENIO S.A., which
authorization may be issued to the CONCESSION HOLDER provided that there
are technical studies which fully justify such changes.

Also, TRANSMILENIO S.A. may add or delete elements of specification of vehicles

which due to their conditions or technological circumstances of the infrastructure
improve the System’s operation, in agreement with the concession holders. The
implementation cost of these changes or modifications will be for account of the
CONCESSION HOLDER.

CLAUSE 60- TECHNICAL DEFINITIONS RELATED TO VEHICLE

SPECIFICATIONS

The specifications of the vehicles assigned to the trunk route operation of the
TransMilenio System will be established by the following minimum basic technical
characteristics:

60.1. The vehicle must be an articulated vehicle.

60.2. The vehicle must be driven by compressed natural gas engines with
electronic injection technology, or by diesel engines with Euro II
technology or higher.

60.3. The vehicle must have rear or central engine between axis under the
passengers´ platform.

60.4. The vehicle must have automatic gear incorporated with retarder.

60.5. The vehicle must have power, torque and gear relation which enables it,
in conditions of full load, reach a speed of 40 km/hr in less than 22
seconds, in conditions of flat terrain in the city of Bogotá.

60.6. The vehicle must have a complete pneumatic suspension system; no

mixed type suspensions or any other type are allowed.

60.7. The system must have a speed regulation system such that it does not
exceed the maximum speed in urban roads allowed by the Traffic Code
(Código Nacional de Tránsito) in force; and

60.8. The vehicle must have storage fuel tanks for a minimum distance of 600
kms, with good venting and quick filling system.

CLAUSE 61- SPECIFIC DESIGN CHARACTERISTICS

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The vehicles assigned to the trunk route operation of the TransMilenio System
must meet, as minimum, the Colombian Standard NTC-4901-1 with the following
specific technical characteristics:

61.1. Minimum total capacity (sitting and standing) of 160 passengers, for
which, vehicles must have at minimum 48 passenger seats and a
minimum internal free area for standing passengers, of 16 m2.

61.2. Layout of seats could be 2-2, 2-1, 1-1,1-0 face to face and perimetrally
along the body. Vehicle must have 8 preferential seats for senior and
handicapped passengers, children and pregnant women, according to the
SEAT location submitted in the attached plan marked as ANNEX 1
hereto, and in compliance with applicable legal regulations.

61.3. The vehicle must be equipped with a weight detection system (with
calibration of more or less 30%), a audio and visual signal in the driver´s
seat and in the service doors such that it notifies driver and passengers of
an overload of more than 10% of the bus capacity and a digital signal
connected to the logical unit on board, in order to notify this development
on line to the control centre.

61.4. The driver’s seat must be located such that the driver has:

61.4.1. Upper vision angle: To enable driver to see an object located 15000 mm.
ahead and 4500 mm from the ground.

61.4.2. Lower vision angle: To enable driver to see an object located 600 mm
ahead and 1400 mm in height.

61.4.3. The zone ahead the front end of the vehicle which is not visible directly by
the driver, must be visible through mirrors.

61.5. All interior finishing must be made of washable, wear resistant, fire
retardant, self-extinguishable and non-toxic material, without prejudice to
comply the safety specifications of the Colombian Standard NTC-3586 as
amended, or the FMVSS Standard 302 or their equivalent at international
level.

61.6. Passenger seats must have individual positions, ergonomic design with
lumbar support and must be closed at the back, except the space
required for children’s handles, with no padding or upholstery, anti-sliding
texture, certified for technical tests which guarantee color for a minimum
period of 5 years, free of edges or any other cutting element which may
cause injuries to passengers.

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61.7. Seats adjacent to the central aisle must have lateral handrails or handles
to enable children to grasp firmly and securely; these handrails or handles
must not affect the free width of the aisle provided in the clause
corresponding to the internal measurements of the vehicle.

61.8. The driver’s seat must be padded with hydraulic or pneumatic absorption,
adjustable in hardness and with head support. Horizontal, vertical and
back adjustment must allow as minimum, a horizontal movement of
approximately 150 mm at the longitudinal axis, a vertical movement of
approximately 100 m at the vertical axis and an inclination angle at the
back between 0 and 20° measured with respect to the vertical angle. The
horizontal, vertical and back adjustment must by hydraulic o pneumatic.
The materials must meet the security standards provided herein, without
prejudice to comply with the security norms established by the competent
authorities.

61.9. The internal finish of the vehicle must be made of plastic, melamine
laminated material or of any other wear-resistant and washable material,
according to the safety requirements of this specification. In no event,
may the lining or interior finishing be upholstered or changed to metallic
sheets. Seat anchorage may be done directly to the platform of the
vehicle or to the lateral panel of the body. In any case, the fastening
means of the seats must provide sufficient firmness to seats in case of
accidents or abrupt movements so as to avoid injuries to passengers. All
iron work and other fastening elements must comply with Colombian
Technical Standard NTC-3688 as amended, or its equivalent at
international level without prejudice to comply with the following:

61.9.1. The seat fastening system must be such as to withstand, without rupture
or collapse, to apply a total horizontal longitudinal force of 3000 N, applied
in two forces of 1500 N each in the central axis of the back at the upper
part of each seat. In the case of single seats, the fastening system must
be such as to withstand without rupture or collapse, to apply a total
horizontal longitudinal force of 1500 N seat .in the central axis of the back
at the upper part of each seat.

61.9.2. Handrails and handles must have the sufficient resistance such that
passengers are able to stay standing while the vehicle is in movement,
including in case of an emergency stop.

61.9.3. The surface of the handrails must free of cutting edges and must have
curved ends, such that there is no danger of injuries to passengers.

61.9.4. Handrails must be continuous elements, free of joints at points different of

intersections, or at points anchored to the body.

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61.9.5. The surface of all bars and handles must provide grasp free of obstacles
and be made of an anti-slip material.

61.9.6. Bars and handles must have a section which enable passengers an easy
grasp and firm grip. Every bar must be at least 150 mm long to
accommodate one hand; in case of straps with holding bar, the minimum
length of the bar must be 100 mm.

61.9.7. Bars and handles must be circular or oval with a diameter between 30
and 45 mm. In the case of oval section bars, the diameter will be
calculated as the arithmetical average of the larger and smaller diameter.

61.9.8. All grip-bars must be made in stainless steel tubes, polished aluminum or
steel lined encased in PVC plastic material.

61.9.9. Horizontal fastening bars must be located at a height between 1750 and
1900 mm. measured from the vehicle platform.

61.9.10. The horizontal grip-bars must be located adjacent to each service door at
a height between 1850 and 1900 mm, measured from the platform, and
must not hinder access to the trap doors or emergency exits located in the
roof of the vehicles.

61.9.11. In case of seats in the area where horizontal grip-bars are located, these
must not exceed 150mm measured from the edge of the seat with the
aisle in the direction of the window, according to the illustration in plan
included as ANNEX 1 hereof.

61.9.12. There must be at least (2) vertical grip-bars, one on each side of the
service doors and in the spaces reserved for wheelchair passengers,
according to the plan illustrated in ANNEX 1 hereof.

61.9.13. There must be a vertical handrail every 1500 mm or every 2 seats, as the
case may be. Handrails may be fastened directly to the tubular structure
of the seats, guaranteeing in any case, the safety conditions provided for
in this clause and according to the plan illustrated in ANNEX 1 hereof.

61.9.14. Seats must have a horizontal grip-bar at the upper part of the back, and in
no event may this bar Project more than 150 mm from the back,
according to the plan illustrated in ANNEX 1 hereof. Passenger seats
must be free of arms.

61.10. The floor or platform and the steps of the emergency exits must be
covered in anti-slip synthetic material, according to safety and materials
provisions of this contract. In no event, will the use of metal sheets be
allowed as material to cover the floor or interior of the vehicle.

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61.11. The material covering the vehicle floor must have a minimum duration of
10 years of use under operating conditions of the TransMilenio System.
This material must avoid leakage of liquids, guaranteeing dryness at the
interior of the vehicle.

61.12. The windows must meet safety and material conditions according to NTC-
1467 standard, as amended, or its equivalent at international level. Side-
windows must be divided horizontally in two independent modules. The
bottom module must be fixed and be fastened directly to the body
structure by means of glue. The upper module must be capable of being
opened and fixed by a frame and seal system. The minimum height of
the upper module must be equivalent to 30% of the window height and
the maximum height of the upper module must be equivalent to 50% of
the window height.

61.13. The frame and seal system can be used to fasten windows to the body
when this system is used to fasten the front and rear panoramic windows
and the upper modules of the side windows. In all cases, the fastening
frame must be made of black anodized aluminum.

61.14. All the TransMilenio System buses must be equipped with 4 double
service doors with a width of 1.10 free meters, according to ANNEX 1.

61.15. Service doors must be located at the left hand side of the vehicle, with two
doors between axis of the first body and a door at each side of the axis of
the second body, according to the illustration in the plan included as
ANNEX 2 hereof.

61.16. Service doors must have a driving mechanism which ensures an

adequate evacuation and a maximum opening time of 2 seconds.

61.17. Emergency doors must have a driving mechanism which ensures an

adequate evacuation and a maximum opening time of 5 seconds.

61.18. Service doors must have a minimum of 40% of their surface in glass
according to the safety regulations provided in NTC-1467 as amended.

61.19. Vehicles must be equipped with a system to enable to open doors, both
service and emergency, from the interior or exterior of the vehicle in case
of emergency. This system must have at least one point to activate doors
from outside, which must be duly indicated for its easy activation. The
internal emergency system must be clearly signaled and protected with
red translucent polycarbonate caps. Also, service door must have an
optical or audio signal easily identifiable by the driver while seated, under
any condition of light, to warn that a door is not completely closed. This
witness must be lit or sound every time the door structure is opened.

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61.20. Vehicles must have an audio system (below 50 dB(A)) with luminous
indicators in each service and emergency door in order that passengers
may realize that doors are about to close or open.

61.21. Vehicles must be equipped with a system which stops the doors from
opening while the vehicle is in movement, and which stops vehicle to start
movement while any door is still open.

61.22. The opening and closing controls of service and emergency doors must
enable driver to revert the door movement at any time while the door is
being opened or closed. The opening system of the service doors must
avoid that passenger are injured or trapped by the door when the controls
are activated.

61.23. The vehicle must be equipped with a radio control to control opening and
closing of the automatic door system installed in simple stations, together
with the opening and closing system of service doors. This control must
be compatible with the system presently installed in the Caracas, Calle
80, North Highway and Eje Ambiental trunk routes and also, compatible
with the system which is to be installed in the future expansions in
Avenida de las Américas, Norte-Quito-Sur and Avenida Sur trunk routes.
For this purpose, account should be taken for installation of the necessary
cable and electric protections.

61.24. The passenger mass public transport vehicles must be equipped with
internal fluorescent lighting with minimum luminosity of 200lux measured
at a height of 1200 mm. On the vehicle’s platform in a dark room,
including the following areas: passenger and driver compartments,
access ways to any exit or entrance, and articulated section of the
vehicle.

61.25. The driver’s zone must be equipped with a lighting system independent
from the lighting at the interior of the bus, such that Light is not reflected in
the panoramic glass and ensures safe driving.

61.26. The door zone must be equipped with an automatic lighting system which
illuminates the floor of the vehicle. This lighting system must be activated
during the period in which door remain open, providing the light system
inside the vehicle is on.

61.27. Internal measures (in millimeters):

Dimensions Minimum Maximum

Height room between emergency
According to Chapter 4 NTC-4407
doors steps
Internal room height 2100
Higher visibility height 1750

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Dimensions Minimum Maximum

Lower visibility height 600 1000
Aisle width 600
Space between seats 650
Space between face to face seats 1300
Seat depth 350 430
Seat width 400
Seat height 350 450
Back height 500 600
Free height of service doors 1900
Free height of emergency doors 1800
Free Width of emergency doors 600
Free Width of emergency doors 1100

A minimum free width for service doors of 1000 mm will be allowed for vehicles
with the engine at the rear; also, the lower visibility of the window is allowed to
reduce up to 500 mm from the point where passenger’s feet rest to the lower line of
the window, provided that there is a protective device up to a height of 650 mm. in
order to avoid the possibility that a passenger falls out of the bus. Height
measurements of seats for seats located over the tires or over the gear box is
measured from the floor where passenger’s feet rest.

CLAUSE 62- TECHNICAL CHARACTERISTICS OF THE BODY

The specifications of the initial fleet must meet the following minimum technical
characteristics regarding vehicles´ body:

62.1. The vehicles for the TransMilenio System may be constructed as a body-
work chassis vehicle or as a vehicle with integral or self-contained body
work. In any case, the layout of the vehicle must meet the passenger
access requirements of the preceding clause.

62.2. In the case of body work-chassis vehicles and vehicles with monocoque
body, the body must be approved by the chassis manufacturer; therefore,
the CONCESSION HOLDER is obliged to obtain all conditions for the
adequate design and construction of the bodywork from the manufacturer,
in accordance with safety, accessibility, comfort and cost-efficiency
criteria. Under no circumstance may the vehicle be acquired with separate
components, it being an obligation of the CONCESSION HOLDER to
guarantee the joint acquisition of chassis and body, and to obtain
additionally, the certification issued by the chassis manufacturer in that
the body which has been incorporated to the chassis is technically and
functionally compatible.

62.3. The structure of the bodywork must comply with provisions of Section 5
of Regulation No. 66 – Uniform Provisions concerning the approval of

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Large Passenger Vehicles with regard to the Strength of their

Superstructure” of the United Nations.

62.4. The design criterion of the chassis, must take account for the location of
elements, the optimization of the available surface for passengers.

62.5. The chassis structure or body may not be changed without the express
authorization from the manufacturer as accredited by TRANSMILENIO
S.A. A modification is understood to be any change in dimension and
location of the structural components of chassis or bodywork, relocation of
the engine, gear box and steering.

62.6. In the case of self-contained body work, under no circumstance

modification of body work’s elements, nor relocation of mechanical or
structural parts will be allowed by agents other than the bodywork
manufacturer.

62.7. The TransMilenio System buses may not use chassis designed and
manufactured to be used for freight or towing vehicles (coupled or semi-
coupled tractors or trucks).

62.8. The structure of the body work must incorporate metallic materials such
as steel or light metals, without prejudice to construct mix structures using
other materials whose characteristics offer resistance, duration and safety
similar or higher than that obtained with metallic materials.

62.9. The joining of elements which comprise the body work and which are
adhered to it, must be joined firmly to each other, minimizing the level of
vibration and noise at the interior of the passengers´ compartment.

62.10. The structure of the body work must be designed to support a static load
on the roof, equivalent to 50% of the maximum admissible weight of the
vehicle, uniformly distributed alongside for a 5-minute period, without
experiencing deformation exceeding 70mm at any point. As evidence of
compliance with this condition, the manufacturer must submit a document
which certifies that, according to the structural design, or physical tests or
computational modeling, the design meets resistance and strain forces
required. Also, the structure must contain a fixation metallic sheet for
ground connection of the devices to be installed in the upper part of the
bodywork (radio aerials, CD, CDPD, GPS, etc).

62.11. The vehicle must also be furnished with a fire-proof thermal isolation in
the area of the engine and other areas adjacent to heat sources, i order to
guarantee that the temperature at the interior of passengers´
compartment in the zones near heat sources, measured in a radius of 100
mm. is not higher than 28°C (maximum temperature in passenger’s and
driver compartments).

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62.12. The vehicle must be furnished with acoustic insulation such that it allows
a maximum noise level at the interior of the vehicle of 90 dB (A), in any
place, for a maximum exposure period of 3 minutes.

62.13. The passengers´ compartment and its ventilation system must not allow
the entry of water, dust, smoke or any other damaging element which
causes discomfort to passengers.

62.14. All vehicles must be furnished with a dashboard with the following
instruments as minimum: speed indicator, engine revolution indicator,
fuel level and oil pressure, temperature, voltage, lights ON, manometer for
air pressure of the brake system with a red indicator Light, adequate room
for installing a logical unit screen and sound alarm which indicates low
pressure of brake pneumatic system below 50 N / cm2. Also, an indicator
visible to the driver, which warns variations in the normal operating
conditions of the brake system and weight control. Signals of
abnormalities in the normal operating conditions must be compatible with
the vehicle’s logical unit.

62.15. All vehicles assigned to the TransMilenio System must be furnished with a
digital speedometer to record and store of the following information:
speed, travel and stop times and distance traveled. This device must have
registration capability and storage of information generated for a minimum
period of 24 hours, during which all speed variations produced between 0
and 120 kph are recorded. This device installed in each vehicle must be
properly calibrated and certified by its manufacturer, and be connected to
the logical unit with a digital entry signal.

62.16. All vehicles must have minimum room of 270 mm wide x 180 mm height
in each body to locate the internal numbering assigned by
TRANSMILENIO S.A.

62.17. All vehicles must include an information system to the user (LED type,
plasma, LCD or similar) consistent with vehicle bodywork, which does not
blur and which indicates, in visual and audio form, the service being
provided, the station where the vehicle stops, next stop and final
destination; this system must extract and deploy stored information in the
logical unit on board and be able to communicate to the control centre of
the TransMilenio System. The connection to the logical unit on board is
through an RS232 port.

62.18. All vehicles assigned to the TransMilenio System must be manufactured

with the following electronic destination indicators:

62.18.1. Front destination indicator: Displays information of the service the vehicle
is providing. This indicator must be located inside the vehicle, in the

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upper part of the windscreen, according to the illustration of the plan

submitted in ANNEX |. This front destination indicator must have a
minimum dimension of 1750 mm long x 250 mm high, without prejudice
of having a system which allows reading from a minimum distance of
100m. at day and at night. This indicator must be furnished with a system
which ensures anti-blurring of the information displayed under any
adverse climatic condition.

62.18.2. Lateral destination indicator: Must include as minimum the destination

number of the service provided in each section of the bus, the bus must
have at least one of these indicators and must be installed above or in the
upper part adjacent to the access doors according to the illustration
shown in the plan attached as ANNEX 1. This indicator must have a
minimum dimension of 450 mm long x 250 mm. high.

62.18.3. Rear destination indicator: Must include as minimum the service number
and be located in the right upper part of the rear panoramic window,
according to the illustration shown in the plan attached as ANNEX 1. This
indicator must have a minimum dimension of 450 mm long x 250 mm
high.

CLAUSE 63- WEIGHT OF THE VEHICLE

The weight of the vehicle must meet the following limits:

AXLE MAXIMUM LOAD

ALLOWED
First axle 7.5 Ton
Second axle 12.5 Ton
Third axle 12.5 Ton

The weight calculation of the TransMilenio System buses takes account of the
weight mass per passenger of 68 kg, the vehicle’s maximum capacity and the free
areas available for feet rest.

In no event, may the maximum limits per axle fixed by the manufacturer be
exceeded. For the purposes of calculating the capacity of the maximum load of the
vehicle, standing and seated passengers will be taken into account.

The gross weight of the vehicle must be below 30 tons, in any case.

CLAUSE 64- EXTERNAL DIMENSIONS

The external dimensions of the TransMilenio System vehicles must follow the
regulations issued by the competent authority, provided notwithstanding that they

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must comply as minimum with the following conditions, illustrated in ANNEX 1

herein:

64.1. Vehicle width: Maximum 2600 mm. In no case the width may exceed the
width between the exterior surfaces of the back axle tires increased by
150 mm at each side, nor may the external mirror increase the total width
of the vehicle by more than 250 mm. at each side.

64.2. Vehicle height: The total height of the vehicle may not exceed 4100 mm.

64.3. Vehicle length: The maximum allowable length is 18500 mm. The
minimum allowable length is 17500 mm.

64.4. Anterior projecting length: Must not exceed 3000 mm.

64.5. Posterior projecting length: Must not exceed 3500 mm.

64.6. Floor height from the lowest point of the body work. Must not be lower
than 280 mm.

64.7. Floor height to platform: The effective height for load and unload
operation of passengers measure from street level to the platform level of
the vehicle must be minimum 880 mm. and maximum 920 mm.

64.8. Turning circle: The vehicle must meet the following turning circle:

TYPE OF RADIUS Minimum internal Maximum external

Between pavements 7.400 mm. 12.100 mm.
Between walls 7.400 mm. 13.400 mm.

CLAUSE 65- SAFETY AND EMERGENCY SYSTEMS

The trunk route operation vehicles of the TransMilenio System must be furnished
with the following safety and emergency systems:

65.1. A switch to ask the driver for help and its corresponding alarm in the
dashboard, easily accessible by the passenger and located in the space
provided for the wheel-chair.

65.2. Two single emergency exits at the right hand side of the vehicle according
to the plan submitted in ANNEX 1. Emergency doors may be able to be
opened outwards from inside, pushing manually in case of emergency.
These doors must also have an external mechanism in order to be able to
manipulate them from outside in case they cannot be opened internally.
The emergency doors must have their corresponding staircase access
and an element which covers the area occupied by the stairs which must

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have an automatic activating mechanism to enable the use of the stairs in

case of emergency.

65.3. One skylight with ejection mechanism for every 30 passengers, located
on the roof of the vehicle and distributed uniformly according to the
location of the passengers in each body of the vehicle. Skylights must
have a minimum room of 3000 cm 2 such that it is possible to draw in this
area a rectangle of 500 mm x 600 mm. In the case of vehicles which
compressed use natural gas as fuel, in which gas bottles must be located
on the roof, the maximum number of skylights on the roof must be
installed. The number of skylights which cannot be installed must be
replaced, in equal number, for additional emergency windows.

65.4. Emergency windows must be furnished with fragmentation mechanisms

as provided for in NTC-1467 standard. The windows must be easily and
quickly activated from inside the vehicle at any time during operation.

65.5. Each emergency window must have a minimum free area of 4000cm2
such that a rectangle of 500 mm. x 700 mm. passes through it.

65.6. All vehicles must have green security windows, according to the technical
specifications stipulated in the NTC-1467 Standard, as amended, which
for this purposes must be as follows:

Side and rear windows Toughened glass

Front windshield Laminated glass

65.7. Glass must be transparent and free of any advertising material or

adhesives which hinder visibility, except exit stickers which indicate
emergency exits or legal requirements such as technical revisions
stipulated in the Traffic Code Código Nacional de Tránsito).

65.8. All TransMilenio System buses must comply with provisions of the Traffic
Code (Código Nacional de Tránsito Terrestre) as regards the braking
system, without prejudice of having available an independent twin-circuit
pneumatic ABS anti-blocking braking system.

65.9. All braking system must comply with Colombian Technical Standards
NTC–1884 and NTC–2042, as amended, or their equivalents at
international level.

65.10. All vehicles must use tires which comply with Colombian Technical
Standards NTC-1256 and NTC-1304.

65.11. The vehicles must be equipped with a forced mechanical ventilation which
ensures air renewal at least 30 times per hour using fans and extractors

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uniformly distributed along the body, with a minimum capacity per

ventilator or extractor of 330 m3/ hour. No account shall be taken of air
renewed for opening of doors and/or windows and/or hatches.

65.12. The driver’s seat must have a 3-speed mechanical ventilation, with grids
oriented to face, body and feet.

65.13. The front windshield must have a demisting system, capable of

withdrawing air condensation throughout the glass, under any operating
condition of the vehicle; this system must be certified with manufacturer’s
measures of the demister (the minimum capacity of each demister must
be 1200 m3/hour).

65.14. The vehicle must be furnished with fixed division panels with a height
between 700 mm. and 800 mm. in the following cases:

65.14.1. In front of the seats located in the zones of the emergency stairs.

65.14.2. In the back part of the driver’s seat, complemented with a transparent
panel up to a minimum height of 1800 mm.

65.15. The battery must be located outside passengers´ compartment and must
be equipped with a device located at the reach of the driver, which
enables him to cut power from the battery.

65.16. All vehicles must be furnished with 3-point retractile safety belts in the
driver’s seat, according to NTC 1570, NTC 2037 standards or their
equivalent at international level, as applicable. Vehicles must also have a
visual and audio alarm which is activated if the driver starts movement
without the use of the safety belt.

65.17. The space provided for handicapped passengers in wheelchairs must be

located in the first section of the vehicle, as nearly as possible to an
access door; this space must be clearly signposted for handicapped
passengers. The minimum space must be 900 mm x 1400 mm and the
symmetry axis of the seat must be parallel to the longitudinal axis of the
bus. This space must also have handrails to facilitate entrance and exit of
this type of passengers. Handicapped passengers in wheelchairs must be
securely fastened with a mechanism anchored to a structural element of
the vehicle; the fastening mechanism must have a simple and quick
operating system to enable to use the area as a free space when the
same is not being used by handicapped passengers in wheel chairs.

65.18. Fuel deposits must be enclosed within a metallic structure that protects
them in case of collision or overturning, or be located within the chassis
frame. These structures must be installed by the chassis assembler of the
vehicle.

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65.19. In no case, may the ducts or tubes of the fuel system pass inside
passenger compartment, they must be protected and kept free of
spillages or leaks, abnormal torque, bending, friction or vibration strains.

65.20. The routes of fuel ducts must be designed in such a way that a potential
leak does not have even a minimum possibility of falling onto the exhaust
system or other heat source.

65.21. There must be a fuel safety valve as near as possible to the fuel tank, to
be activated in the dashboard control from the driver’s seat.

65.22. Electrical installations must be sealed and protected against humidity. In

no event, may electric installations be located inside passengers´
compartment.

65.23. Power cables passing through a hole must have a means of clamping in
order to avoid movement, and the hole must have appropriate protection
to avoid damage of cable due to cutting action or friction.

65.24. All exterior lighting system and brake, emergency and indicator lights
must in accordance with ISO– 303/63 E standard.

65.25. Rear brake lights must have a minimum dimension within which a 140
mm diam. circle can be drawn; these lights must have also a third stop
light located at the upper central part of the body, with the same
dimensions as the preceding ones, visible at a distance of 100 meters in
any weather condition. Rear brake, positions, reverse and indicator lights
must meet European Regulations Nos. 6, 7 and 23 regarding luminosity.

65.26. Front lights must meet specifications of Regulation No. 87 of the United
Nations “Uniform Provisions concerning the approval daytime running
lamps for power driven vehicles” regarding capacity and testing to be
used as daylight.

65.27. Vehicles must be provided with three ABC type fire extinguishers; one of
them must be located next to the driver’s seat, with a maximum load of 10
lbs, the second in the articulation area at a minimum height of 1,20 mts
from floor level, and the third in the second body; all three fire
extinguishers must be duly signposted.

65.28. Vehicles fueled with compressed natural gas and the components of gas
systems (hoses, ducts, relief valves, air-gas mixer, excess flow valve,
pressure relief devices, sealed cover, gas injectors, rigid duct lines, filter,
gas floor adjuster, accessories and flexible line conductions) must comply
Colombian Technical Regulations NTC 3561, NTC-4300, 4830-2, 4830-3,

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4830-4, 4830-5, 4830-6, 4830-7, 4830-8, 4830-9, 4830-10, 4830-11,

4830-12, 4830-13, 4830-14, 4830-15, 4830-16 and 4830-17.

65.29. Vehicles fueled by compressed natural gas must comply with Colombian
Technical Regulations NTC 3847 and NTC 4828 concerning to tests and
requirements to be met by cylinders used for storing this type of fuel.

CLAUSE 66- TECHNICAL SPECIFICATIONS FOR INSTALLATION OF LOGICAL

CONTROL UNITS

Vehicles to be assigned to the trunk route operation of the TransMilenio System

must be equipped with the following elements as pre-installation of the logical unit
of voice and data location, processing and transmission.

66.1 Odometer system: The vehicle’s odometer system must have a pulse
outlet independent from that used for the speedometer in the dashboard, using a
signal source with a TTL level not exceeding 500 pulses per mile at 2500 pulses
per second at the maximum speed of the vehicle, with spacing between pulses of
no more than 125 microseconds. This connection to the odometer must use a
black and white 20 AWG signal cable (pair). The maximum length of this cable is 4
mts.

66.2. Location of the Logical Unit: The vehicle must have room in the driver’s
area, where the logical unit and all other communication equipment and
systems are to be installed. The space assigned to the installation of the
logical unit must meet the following minimum requirements:

66.2.1. It must be located at less than 5m from the driver’s seat, where the logia
unit and the control display will be installed.

66.2.2. It must be free of dust and humidity.

66.2.3. It must allow ventilation.

66.2.4. It must be free of vibrations

66.2.5. It must be out of passengers´ reach.

66.2.6. The space available for installation of equipment must be able to house
equipment with the following maximum dimensions 70 cm X 50 cm X 20
cm, and a weight of 3,5 kgs.

66.3. Location of aerials:

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66.3..1. The vehicle must have a space in the roof with reinforced sheeting for the
installation of the GPS antenna and radio and data transmission
communication antennas.

66.3..2. GPS and communication antennas must be located at a minimum

distance of 3 meters from each other.

66.3..3. The location of the GPS antenna must allow its connection to the logia
unit using coaxial cable of 4 mm diameter, less than 5 mts, long. The
vehicle must have the orifices and all other devices required for cable and
GPS antenna installation and rubber protectors in the borders and edges
of the orifices, in order to provide protection to the cable work.

66.3..4. The GPS antenna will have a maximum diameter of 12 cms and a
maximum height of 3,5 cms.

66.3..5. The location of the communications antennas must allow their connection
to the installation of the Logical Unit with a cable less than 20 meters long.
The vehicle must have orifices and other devices required for wiring,
installation of communications antennas and rubber protectors in the
borders and edges of the orifices in order to provide protection to the
cablework.

66.3..6. In any case, the place where antennas are to be installed must have
access from inside the vehicle for installation and maintenance purposes.

66.3..7. If the material of the roof is not conductive, the installation of the GPS
antenna will require the manufacturer of the vehicle to install a metallic
sheet of at least 0.4 sq.mts in the roof to fix the antenna and its
corresponding ground connection.

66.3..8. The installation area of antennas in the roof may not have an inclination
with respect to the horizontal plane of more than 10 degrees.

66.3..9. Between the installation spot of the antennas and the place provided for
logical units and all other equipment required by the Control System of the
Operation, there must be provided a duct with a minimum diameter of ¾”
such that the coaxial cable can be wired. This duct must be free of rough
parts, to allow smooth pulling.

66.3..10. The manufacturer of the vehicle must provide all seals and mechanisms
to avoid water leaking into the vehicle.

66.4. Wiring:

The area where the logical units are to be installed must have a cable powered
with direct current and its corresponding fuse or protection system. This cable

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must be a two-way cable, with minimum 10 AWG for a voltage of 24 DVC and
20 amps.

The zone where the logical units are to be installed must have a current
powered cable from the ignition switch, and its corresponding fuse or protector
system. This cable must be a two-way cable, with minimum 10 AWG for a
voltage of 24 DVC and 20 amps.

This zone must have also a ground connection cable of 20 AWG as minimum.

CLAUSE 67- ENVIRONMENTAL PERFORMANCE OF VEHICLES

The motor and control systems of the vehicles must certify, have and maintain an
environmental performance of pollution emission levels of CO, HC, NOx and PM in
g/KWh (grams per kilowatt hour) equal or lesser, per dynamic test under ECE-13 –
R49 European cycle, euro II Standard or under E S C (European Stationary Cycle)
and E T C transient cycle (European Transient Cycle) for vehicles which meet
Euro III Standards o GNC driven, and noise emission according to the 70/157/EEC
standard for stationary vehicles, with regards to those offered in accordance with
those recorded in PROFORM 10 included in the proposal granted to the
CONCESSION HOLDER, even if the make and model of the motor do not
correspond to those used to obtain the certification attached to the proposal
submitted under Public Tender No. 007 of 2002.

Without prejudice to the foregoing, the CONCESSION HOLDER must take account
compliance with import requirements for this type of vehicles as it regards to their
environmental impact conditions, in particular, an emissions certificate for dynamic
test required in Colombia prior to the importation, issued by the Ministry of
Environment, following the legal procedures provided by Resolution 237 of 1999 of
the Ministry of Environment and/or by other provisions in force which complement,
modify or replace them in the future.

For all effects, and on a permanent basis during the life of the concession, vehicles
delivered by the CONCESSION HOLDER to the trunk route operation must comply
with the following minimum performance environmental conditions:

67.1. All vehicles must have a catalytic converter with the capacity and
characteristics consistent with the motor and fuel to be used.

67.2. The CONCESSION HOLDER must ensure that vehicles, once they are
placed in Bogotá and are duly adjusted or calibrated and acclimatized,
comply with regulations in force regarding maximum level of emissions
from mobile sources, issued by the City environmental office DAMA
(Departamento Administrativo del Medio Ambiente) and/or the Ministry of
Environment.

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67.3. In no event and for no concession period, may vehicles have external
noise emission levels higher than 90 dB(A), according to the
measurement procedure established by the 70/157/EEC Standard.

67.4. If after the acclimatization process has elapsed under the terms and
conditions provided for that purpose by the DAMA, there remains the
need to change the type or make of any component of the motor or of the
emission control elements for improving vehicle performance, then the
operator must request authorization to TRANSMILENIO S.A. explaining in
detail the reason for the change. In no event may engine modifications be
made which involve breaches of environmental regulations.

67.5. Such authorizations will not relieve CONCESSION HOLDER from the
responsibility to comply with contractual provisions established in this
clause, nor with national or City regulations; environmental control may be
exercised by TRANSMILENIO S.A. or by any other competent authority.

CLAUSE 68- CONTROL SYSTEM OF THE OPERATION

Trunk route buses assigned to the TransMilenio System must be equipped with a
of the logical unit for voice and data location, processing and transmission which
meets the technical characteristics required for interaction with the control system
operating system of TRANSMILENIO S.A. maintain an effective communication
with TRANSMILENO S.A.´s control centre, receive signals transmitted by the
control centre for communication with each vehicle in operation which enables
TRANSMILENIO S.A. to issue orders and monitor on a permanent and continuous
basis, vehicle’s activity within the TransMilenio System . The compliance with
these specifications is subject to the prior, express and written approval of
TRANSMILENIO S.A.

Additionally, the CONCESSION HOLDER is obliged to implement any

improvement or modification in the equipment necessary for the proper operation
of the system, when required by TRANSMILENIO S.A. which will constitute a
permanent obligation for the CONCESSION HOLDER for the term of the contract.
The CONCESSION HOLDER must obtain the necessary licenses to use the
software installed in the equipment.

For the assignment of the fleet to the regular operation of the TransMilenio System,
the logical unit and the monitor must comply with the following Basic technical
specifications, without prejudice that TRANSMILENIO S.A. due to technical and
operational needs, may need to introduce changes in the specifications indicated
hereinbelow, or in the software related to the logical unit:

68.1. Reception of GPS signals.

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68.1.1. Accuracy of GPS reception of at least 25m. without differential techniques

in 50% of the cases and less than 10 m. with differential techniques in
95% of times or more.

68.1.2. “Hard mounted” GPS reception antenna with safety seal, of at least 25
dB, temperature operating range of –30ºC to 85ºC and with connection
cable of the required length

68.1.3. Number of satellite channels for “Selective Availability” of at least 8.

68.2. Processing component:

68.2.1. Technology Microprocessor with functionality not less than Pentium DX2
at 133 MHZ.

68.2.2. Enough memory capacity to store and exchange service data and
services with the Control Centre. (Coordenates of stations and reference
points in the service. Start time of each service by the bus (“offset”),.
travel time between stops for each service by the bus, standby time in
stops, average speed according to service section and per service,
announce next service stop according to the service being provided,
confirmation of service exit and/or line change, one station prior to the
withdrawal point, display on screen of the type of travel to be provided.

68.2.3. Differential correction parameters for reception of GPS being transmitted

from the control centre.

68.2.4. Codes for displaying messages in the interaction monitor with driver, sent
from the Control Centre.

68.2.5. Codes for identifying pre-programmed messages in monitors on board for

passenger information which activate according to regulations residing in
the program memory such as arrival at a station.

68.2.6. Enough memory capacity for storing programs and package transmission
regulations with the Control Centre and compatibility with other
commands such as: late arrivals at stations or pre-defined points in
services, diversion of the bus from the established route by more than 100
m., start and end by bus, sudden switching off of the Logical Unit,
unauthorized omission of a station in which bus should stop, unauthorized
stop of bus in a station, stops not considered on the route, activation of a
panic alarm by the trunk route bus driver, momentary speed higher than
the speed allowed in a service section, standby in head stations,
impossibility of providing next service, excess of idle or waiting time in a
station, delay or advance in the route by one or more buses covering the
service, saturation of buses in a station, control of queue lengths and
blockages at intersections, congestion at intersections, location

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transmission according to predetermined time frequency and the

corresponding exchange of information for generation of all operating
reports in the Control Centre

68.2.7. Storage provision of packages when these cannot be transmitted and

transmitting them when access to the means of transmission is available.

68.2.8. An adequate power modem for the functionality required, of at least 0,6
watts RF output and a hard mounted GPS transmission antenna of at
least 5 dB (Absolute Gain at Zenith), provided that they have
technological compatibility with the Control Centre and with the Operating
Control System being used in the TransMilenio System, in which case,
TRANSMILENIO S.A. will establish the technical conditions which the
CONCESSION HOLDER must observe to this effect.

68.3 Inputs and outputs:

68.3.1. Manual buttons:

68.3.2. Panic button with contacts normally open, installed on the floor or hidden,
within driver´s reach, with a high gain microphone to be activated by the
driver such that the Control Centre listens to conversations inside the bus.

68.3.3. Pulse buttons with contacts regularly opened, installed interaction monitor
with the driver.

68.3.4. At least 6 serial communication ports for RS232, RS485 or TTL

interfaces.

68.3.5. At least 1 parallel port.

68.3.6. Input and output communication port with the interaction monitor with the
driver.

68.4. Configuration of the logical unit.

68.4.1. Reception and configuration of route lines of the bus from the Control
Centre through data submission, detailing service, service routine and
service start.

68.4.2. Reception of differential corrections of services (new “offset” or start time

of services) and GPS sent by the Control Centre through the means of
transmission on line, in accordance to the functionality and detailed
design of the system installed.

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68.4.3. Compatibility with the software installed in the Control Centre through the
reception of packet transmission activation command from the Control
Centre by means of communication on line.

68.4.4. Reception of route corrections submitted by the Control Centre through

the means of communication on line, in case of delays or advances of
buses following the same service.

68.4.5. Reception compatibility and signal submission to the Control Centre of the
following information: weight detection to notify the Control Centre
overloads of more than 10% of the bus capacity and to the user
information system (information displays) inside the bus.

68.5. Feeding of the logical unit:

68.5.1. The feeding of the logical unit must be of the negative to chassis type.

68.5.2. Voltage must be regulated between 0 – 24 VDC, with short-circuit and

over-voltage protection, and a 10 amps provision capacity.

68.5.3. Ground connection directly from vehicle’s primary power source.

68.5.4. Main power feed from the vehicle’s electrical system.

68.5.5. Intelligent alternative power with rechargeable battery which activates

when main power is interrupted.

68.6. List of functional requirements of interaction monitors with the driver:

68.6.1. Keyboard for entering codes to the logical unit.

68.6.2. Alpha-numeric screen of at least 80 characters.

68.6.3. Internal acoustic display for the reception of unit’s messages.

68.6.4. Alarm pulse buttton.

68.6.5. Input and output interface with the logical unit.

68.7. Specifications of Operativity.

68.7.1. Certificate issued by an official entity, of standards RS152/RS204, EIA

type for environmental specifications both in the external box and in
external connectors, against:

68.7.1.1. Vibration: 8 g peak rms, 100 at 1000 Hz.

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68.7.1.2. Impact: 30 g during 6 milliseconds.

68.7.1.3. Dust as per SAE J1455 standard or its equivalent.

68.7.1.4. Humidity: 98 % at 66ºC.

68.7.2. Mean time between faults (MTBF) of the Logical Unit of at least 50,000
hours, providing the written certification issued by an official standards
bureau.

68.8. Functional specifications of the voice communication system.

68.8.1. A radio-communication equipment for communication with the Trunking

system, compatible with the communications Server of the system
installed in the Control Centre and interconnected with the logical unit for
call managements to the centre.

68.8.2. A microphone output, including the microphone.

68.8.3. A speaker output port.

68.8.4. A communication request button for communication with the Control

Centre incorporated to the radio and/or microphone.

CLAUSE 69- PASSENGER ACCESS

Vehicles assigned for the trunk route operation of the TransMilenio System must
have direct access to platform level. Each vehicle must have a space reserved for
passengers in wheelchairs, as well as for handrails and other means necessary for
the proper fastening of the wheel chair passenger; vehicles must have also 8
preferential seats for handicapped and senior passengers and for pregnant
women, in special designated places, colored in blue.

CLAUSE 70- VARIATION OF VEHICLE SPECIFICATIONS

Vehicles to be incorporated into the TransMilenio System subsequent to the

implementation of the Américas; Suba and Norte-Quito-Sur trunk routes, may have
different characteristics to those provided for in above clauses if TRANSMILENIO
S.A. agrees with concession holders that they may do so, in order to incorporate
new technologies, provided these characteristics do not involve a reduction in
service quality nor increase in user tariffs, nor a reduction in the specifications
required.

CLAUSE 71- ALLOCATION OF VEHICLES TO SERVICE

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Only vehicles which have been issued a Service Certificate by TRANSMILENIO

S.A. may operate; this Certificate shall be issued on an individual basis, only when
the following requirements have been met:

71.1. To deliver to TRANSMILENIO S.A. of a certificate issued by vehicles

manufacturers or suppliers which certifies that the vehicles comply with
the specifications provided here.

71.2. To have vehicles available to TRANSMILENIO S.A. or the entity it

appoints to make a technical revision which shows compliance with
specifications and minimum equipment of vehicles as provided for herein,
including the incorporation and functionality of the logical unit and of the
communications and control system required by TRANSMILENIO S.A.
provided above.

71.3. To accredit registration of the vehicle with the Traffic Office (Secretaría de
Tránsito y Transportes) or its deputy entity on any title, responsible for
the registration and control of motor vehicles in the city of Bogotá.

71.4. To evidence, to the satisfaction of TRANSMILENIO S.A., compliance with

conditions foreseen in this contract for the incorporation of the vehicle to
the transit system, by replacement of an equivalent fleet.

71.5. To show that the vehicle is covered with the Mandatory Insurance Policy
(SOAT) in force, so long as this insurance remains a legal obligation.

71.6. To evidence compliance with TransMilenio System´s Corporate Image

Manual as it related to communication strategies which involves internal
and external appearance of the vehicles established by TRANSMILENIO
S.A.

The Service Certificate shall be a mandatory requirement for remuneration of the

activities undertaken by the operator within the TransMilenio System by each
vehicle assigned thereto.

CLAUSE 72- ALLOCATION OF THE FLEET REQUIRED FOR SYSTEM´S

OPERATION

The CONCESSION HOLDER undertakes to allocate a fleet with the number of

vehicles committed under the public tender which giving rise to this contract; these
vehicles must comply with all requirements in order to be allocated to the
operation. Vehicle allocations shall be based pari passu on TRANSMILENIO S.A.
requirements, duly notified to the CONCESSION HOLDER.

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CLAUSE 73- REPLACEMENT OF THE FLEET

The physical disintegration of buses is introduced in order to achieve the

replacement of collective transport and the mass transport system. The
replacement of the fleet will be made in accordance with Resolution 1192 of 03
November 2000, as amended, clarified or modified.

The replacement of the fleet is understood to be the process whereby vehicles

which provide passenger transport public service under a collective mode, both
legally and operatively, for incorporation of trunk routes buses with the specific
typology required for trunk route operation within the TransMilenio System.

Replacement will be effected according to the following chart of equivalences:

Vehicle type No. of units per each

articulated bus
Bus 6.0
Buseta (small bus) 4.7
Collective service 7.2

In order for TRANSMILENIO S.A. to accept that CONCESSION HOLDER

incorporates vehicles into the service at any time during the term of the concession
contract, it will be necessary to substitute collective public transport of Bogotá, D.C.
with a valid registration and operating card for operating urban public transport
services according to the proposal filed by the CONCESSION HOLDER.

Replaced vehicles may not re-register.

Compliance of the obligation to replace vehicles, under the terms provided above
must be accredited when requesting TRANSMILENIO S.A. the Service Certificate
referred to in Clause 71 hereof, for each vehicle.

CLAUSE 74- FLEET SIZE FOR REGULAR OPERATION

The operator shall be responsible for maintaining a fleet size according to the
operating needs of the System, in accordance with scheduled services, timing,
frequency and place, and meeting operating standards provided herein.

CLAUSE 75- RESERVE FLEET

The CONCESSION HOLDER must maintain a technical reserve in the form of a

fleet in additional to the operating fleet, which ensures the coverage of the system
and permanent availability of the fleet approved and which enables it to meet the
contingencies of the TransMilenio System and the maintenance needs of the fleet.

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The size of the reserve fleet will be established exclusively by the CONCESSION
HOLDER.

CLAUSE 76- MODIFICATIONS IN THE OPERATING FLEET SIZE DURING THE

IMPLEMENTATION PHASE OF THE REGULAR OPERATION

TRANSMILENIO S.A. may, during the implementation phase of the regular

operation, request the CONCESSION HOLDER to increase the fleet size up to
10% of the inicial fleet size.

CLAUSE 77- MODIFICATIONS IN THE OPERATING FLEET SIZE DURING THE

PHASE SUBSEQUENT TO THE IMPLEMENTATION OF THE REGULAR OPERATION

The CONCESSION HOLDER must modify the fleet size assigned to the regular
operation when TRANSMILENIO S.A. requests it as necessary or convenient.
These requests will be in written form, addressed to the CONCESSION HOLDER.

TRANSMILENIO S.A. will decide on the terms and conditions on which the
CONCESSION HOLDER will increase the fleet.

77.1. In order to evaluate needs of fleet size modification, collection and control
registration systems of the TransMilenio System and other mechanisms
which TRANSMILENIO S.A. deems convenient will be used.

77.2. The increase or reduction of the fleet of an specific service will be

established by application of the following formula:

 Cme 
F  F *   1
 Cp 
where:

F: Is the increase or decrease in the fleet rounded up to the nearest integer.

F: Is the present fleet in service.

Cme: Is the average equivalent load in the service.

Cp: Is the limit level of occupation of vehicles which provide the service.

77.3. For evaluation of fleet increases, Cp will be 110% of the average

theoretical occupation capacity of vehicles assigned to the assessed
service, and for fleet reduction, Cp will be 90% of the average theoretical
capacity of vehicles assigned to the assessed service.

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77.4. The calculation of equivalent average load (Cme) will be taken from the
geometrical means of daily loads observed per vehicle at peak times
during assessment days, applying the following formula:

 Chp
2
i
Cme 
m

where:

Chpi: Is the load at peak hours of day (i).

m: Is the number of days assessed.

77.5. The value of the average daily load for the day (Chp i) will be established
from the arithmetic average of vehicles counted in peak tour and in critical
section of the journey, applying the following formula:

Chp i 
C ij

ni
where:

Cij Is the load of each vehicle (j) of the assessed service in the critical section
during peak hour on day (i)

ni is the total number of vehicles in the critical section during peak hour on day
(i).

77.6. If limit levels of occupation are not met in a review period of 3 months,
TRANSMILENIO S.A. will evaluate alternatives analyzing modifications in
journey times, increased speeds, service redesign or changes in
frequencies to maintain operation in the service level sought with the
existing fleet. When TRANSMILENIO S.A. proves that the existing fleet
allocated to a particular service does not, due to deficiency or excess,
meet the limit levels of occupation in peak hours, TRANSMILENIO S.A.
will require:

77.6.1. In the case of deficiency, (it being understood that occupation levels are
below the minimum level established for Cp in Clause 77.3), to reduce
the fleet of concession-holders who usually provide the service which
shows this situation in peak hour, proportionally to the size of the fleet of
each concession-holder.

77.6.2. In the case of excess (to be understood that occupation levels are above
the maximum occupation level established for Cp in Clause 77.3), to
modify the fleet of concession-holders responsible for the service under

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assessment or to consider the definition of a new service with the

corresponding fleet requirement, in proportion to the size of the fleet of
each concession-holder.

During the performance of this contract, TRANSMILENIO S.A. may require from
the CONCESSION HOLDER to increase its fleet size up by 60% of the fleet size
assigned alter the implementation phase, or to reduce it up by 20%.

During the month following to the date on which fleet increase was ordered, the
CONCESSION HOLDER must deliver to TRANSMILENIO S.A. the certificate
requested to the supplier; failure to do so will mean that TRANSMILENIO S.A.
may require another concession-holder to increase its fleet, in which case, the
CONCESSION HOLDER´s obligation will cease, without prejudice of
TRANSMILENIO S.A. to impose relevant sanctions.

In no event may TRANSMILENIO S.A. ask the CONCESSION HOLDER to

increase the fleet when 10 years have elapsed from the date in which the regular
operation phase of the contract began.

CLAUSE 78- MODIFICATIONS IN OPERATING FLEET SIZE RELATED TO THE

CONSTRUCTOR OF THE NEW INFRASTRUCTURE.

Before opening a new tender to grant the economic exploitation of a new trunk
route, TRANSMILENIO S.A. will evaluate whether all or part of the new trunk route
may be served by the available fleet, in which case it will give the operation to
existing operators, and these operators will undertake to provide services in
accordance with TRANSMILENIO S.A.´s provisions.

CLAUSE 79- FLEET OWNERSHIP AND FINANCING MECHANISMS

79.1 The fleet shall be the property of the CONCESSION HOLDER and this
fact will be verified by TRANSMILENIO S.A. at the time of reviewing the
documents which the CONCESSION HOLDER must deliver to
TRANSMILENIO S.A. for the issue of the Service Certificate of the
vehicles.

79.2 Notwithstanding the above, the operating company may use the financing
mechanisms required for title of the fleet to be registered in the name of
persons other than the CONCESSION HOLDER, in which case, this
situation may be accepted by TRANSMILENIO S.A., provided it is
evidenced:

79.2.1 That it is an essential requirement related to the financing mechanism of

investment made by the CONCESSION HOLDER in order to comply with
fleet provision acquired by virtue hereof.

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79.2.2 That the title of the fleet is charged by an unsubordinated right of the
CONCESSION HOLDER to enable it to use the fleet and have it available
for the TransMilenio System. And,

79.2.3 That said limitation, encumbrance or tenure has been expressly accepted
by the financial entity of the CONCESSION HOLDER and is secured by
appropriate legal mechanisms.

79.3 When equipment is acquired through a loan, equipment may be given as

security to the financial entity. However, vehicles may not be given to
secure obligations different to those which the operating company incurs
by virtue of the investment obligations stipulated herein.

79.4 In any case, the use of financial mechanisms for the acquisition of
vehicles which the CONCESSION HOLDER adopts, do not modify under
any circumstance, the direct and resulting responsibility the
CONCESSION HOLDER assumes for the purposes of this concession, in
particular, regarding availability, specifications and technical conditions of
the buses.

79.5 Liens of any type created by the operator will not affect the rights awarded
regarding the provision of service, but only on operators´ assets used to
provide the service and on the income received by the operator or which
he expects to receive. In any case, liens may only be created once they
are approved, expressly and in writing by TRANSMILENIO S.A. Assets
contained or affected to the operation yards may not be encumbered,
charged nor pledged. Vehicles may be pledged or transferred under
Leasing or Lease-back contracts signed with financial entities authorized
by the Superintendence of Banks, up to a maximum percentage of 10% of
the total fleet allocated to the System. The foregoing operation requires
prior, express and written authorization of TRANSMILENIO S.A.

79.6 The guarantees issued over vehicles must include clauses which
establish that the beneficiary may not make use of, nor have title of, the
vehicle.

79.7 The liens created will not generate for the active subject, any kind of title
in the TransMilenio System, and the operator will be responsible for
TRANSMILENIO S.A. for any damages caused by third parties or for
having pledged or charged its rights.

CLAUSE 80- STIPULATIONS IN CONTRACTS ON ASSETS ASSIGNED TO THE

CONCESSION

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The contracts executed by the CONCESSION HOLDER, whereby it creates

pledges on assets assigned to the concession, including those of leasing, must
include the following minimum provisions:

80.1 That the financial entity expressly acknowledges that the assets under the
pledge contract without title or leasing, assigned to the TransMilenio
System and therefore, to the provision of a public service.

80.2 That the financial entity expressly acknowledges the obligations it has
incurred with the debtor (the CONCESSION HOLDER), by virtue of the
concession contract.

80.3 That as creditor, it grants exclusive rights pertaining to the contract which
creates the pledge, of which the financial entity is the holder.

80.4 That during the time the contract is in force and the debtor
(CONCESSION HOLDER) complies with all obligations under the contract
signed with the financial entity, the financial entity may not withdraw the
assets object of the contract, without prior, express and written
authorization of TRANSMILENIO S.A.

80.5 That creditor may at any time assign the contract to another financial
entity, under the same terms and conditions initially agreed, subject to
service of notice to TRANSMILENIO S.A. and to the debtor, who shall
expressly approve it, in advance and in writing, once it is shown that
assignment of the contract is made on identical or better conditions.

80.6 That in the event of breach of the contract by the debtor (the
CONCESSION HOLDER), the contract may my assigned by the financial
entity being TRANSMILENIO S.A. the preferential concession holder or its
assign.

80.7 That if upon termination of the leasing contract, due to expiry of term, the
debtor (the CONCESSION HOLDER) does not make use of the purchase
option of the assets object of the contract, the financial entity will
renegotiate with TRANSMILENIO S.A. or with its assign, for the relocation
of assets.

The CONCESSION HOLDER will be responsible to include in contract the above

legal and economic clauses and conditions which guarantee and preservation and
continuous availability of assets and equipment to the TransMilenio System.

CLAUSE 81- TRANSFER OF VEHICLES

The replacement of vehicles on the road will be conditional to the prior, express
and written authorization of TRANSMILENIO S.A., and would be conditional on

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vehicle’s continued availability to guarantee the provision of urban passenger

transport public service.

Any transfer of trunk route buses allocated to the operation of the TransMilenio
System, without the prior, express and written authorization of TRANSMILENIO
S.A. will be subject to the corresponding fines.

CLAUSE 82- EXCLUSION OF VEHICLES

Vehicles may only be maintained in the service if they are kept in perfect operating
conditions, equipped in accordance with applicable laws, regulations, standards
and procedures, with instructions issued by competent authorities or by
TRANSMILENIO S.A. as manager, as provided herein and in regulations and
manuals in force issued by TRANSMILENIO S.A. and those which may be adopted
in the future.

Without prejudice to the above, TRANSMILENIO S.A. may exclude from the
service, without indemnity, vehicles which evidence one or more of the following
situations:

82.1. If it has traveled over one million kilometers.

82.2. When, in the opinion of TRANSMILENIO S.A. the vehicle presents risks to
passenger safety.

82.3. When the vehicle evidences deficiencies which have direct or direct
incidence in noise or air pollution, above the limits provided in this
contract or in the law.

82.4. When the vehicle exhibits technical or mechanical modifications from its
initial specifications.

82.5. When the vehicle has suffered accidents which seriously affect its
structure and/or if passenger safety is at risk.

82.6. In any case, by virtue of this contract and this clause in particular, the
CONCESSION HOLDER undertakes, unilaterally and irrevocably, to
exclude trunk route buses from circulation in the city of Bogotá, after
termination of this concession contract, either due to expiry or for earlier
due to cause, unless TRANSMILENIO S.A. calls a new public tender
which allows the use of second-hand vehicles.

After the useful life of one million kilometers per trunk route bus has been
exhausted, the vehicle will be dis-engaged from the System by TRANSMILENIO
S.A., and the CONCESSION HOLDER must withdraw it from public transport
service in Bogotá D.C.

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The reliability of, and compliance with the above commitment will be secured upon
termination of the contract with a policy to be taken by the CONCESSION
HOLDER, naming TRANSMILENIO S.A. as beneficiary, for a minimum period of 3
years as of the date of termination hereof.

CLAUSE 83- VEHICLE MAINTENANCE

The CONCESSION HOLDER must deliver to TRANSMILENIO S.A, upon request,

manuals and minimum standards recommended by the manufacturers or suppliers
of the vehicle it will make available for the trunk route operation of the TransMilenio
System, detailing the inspection procedure, as well as the frequency and type of
inspection for each technical condition specified for the vehicle; this procedure
must have the approval or express and written acknowledgement of the
manufacturer or supplier.

The above standards and procedures must provide, as minimum, the Schedule of
preventive maintenance, services and major overhauls according to the number of
kilometers traveled and internal regulations which enable an evaluation to be made
of the need of a corrective maintenance on the basis of information supplied by the
driver.

The CONCESSION HOLDER must have in operation a quality assurance system

and a quality manual which includes procedures in accordance with ISO technical
standards to enable it to control work done and to obtain, before the third year of
operation, the compliance certificate with ISO standards in force at the time for the
activities object of the concession, issued by a duly authorized entity.

The CONCESSION HOLDER must deliver to TRANSMILENIO S.A., every six

months, on February 1st and July 31st each year, and during the term of this
contract, a certification issued by the supplier or by a technical auditor previously
authorized and accredited by TRANSMILENIO S.A., according to the format
included as ANNEX 4. The certification for each vehicle must include the following:

83.1. That the maintenance procedures recommended by the suppliers have

been carried out, on the conditions and with the regularity recommended,
indicating date, number of kilometers, work done, spare parts used and
cost, according to the formats included as ANNEX 4, duly completed and
in magnetic and printed form.

83.2. That the quality of the maintenance work done is adequate in terms of the
needs of the vehicle for its optimum operation in conditions of consistency
and safety for users.

The CONCESSION HOLDER will permanently guarantee the sound mechanical

condition of the vehicles which comprise its fleet. For this reason, the preventive

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and corrective maintenance must meet minimum standards of frequency and

qualification of procedures regarding the technology of the vehicles which comprise
the fleet, which in any case, may be monitored and supervised by TRANSMILENIO
S.A., For this purpose, the CONCESSION HOLDER is obliged to make available to
TRANSMILENIO S.A. or its assignee, its vehicles in order to make the technical
checks to ensure that they are in good condition as and when required.

Chapter 9- Trunk route operation

CLAUSE 84- DEFINITION OF THE TRUNK ROUTE OPERATION

The trunk route operation is the activity undertaken by the CONCESSION

HOLDER within the trunk-fed system, designed to provide passenger transport
service between head, intermediate and simple stations of the TransMilenio
System.

CLAUSE 85- OPERATING REGIME

The trunk route operation shall be subject to the regulatory regime established by
TRANSMILENIO S.A., which will comprise instructions, manuals and regulations
issued or to be issued in order to ensure that the trunk route operation over the
street network is managed on conditions of safety and reliability to which the
TransMilenio System operation will be subject.

For these purposes, TRANSMILENIO S.A. has implemented or may implement,

among others, the following manuals and regulations:

85.1. Operations manual.

85.2. Contingencies manual and safety measures.

85.3. User manual and internal regulations.

In any case, the CONCESSION HOLDER must abide by the legal and/or
regulatory norms in force, and those to be issued in the future during the term of
the concession, issued by national or City authorities through their agencies at
central or decentralized level, and to the instructions issued by TRANSMILENIO
S.A. within the scope of its legal competency and the powers to be established by
contract.

CLAUSE 86- OPERATIONAL PLANNING

The planning of the trunk route operation is the responsibility of TRANSMILENIO

S.A. and the concession holders of the trunk route operation of the TransMilenio

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System, taking into account the overall demand of the System and the level of
service which TRANSMILENIO S.A. establishes for same, based on the existing
fleet and the range of occupation of the vehicles.

At all events, the management model and planning of the trunk route operation of
the TransMilenio System will be designed, if possible, to the efficient use of the
fleet and will be implemented as provided herein.

CLAUSE 87- PARTICIPATORY PLANNING OF THE SYSTEM

The planning management of the System will be assumed jointly between

TRANSMILENIO S.A. and the concession holders, taking account of the following
objectives:

87.1. To increase levels of user service.

87.2. To increase demand.

87.3. To maintain user tariff at cost-efficient levels.

87.4. To reduce journey times for users.

87.5. To maximize the use efficiency of the fleet to the service of the System.

The CONCESSION HOLDER undertakes to increase or reduce the fleet assigned

to the TransMilenio System, to the extent established by TRANSMILENIO S.A.

CLAUSE 88- ESTABLISHMENT OF THE OPERATING SERVICES PROGRAM

TRANSMILENIO S.A., with the active involvement of the concession holders of the
trunk route operation of the TransMilenio System, will from time to time establish
the Trunk Route Operating Services schedule, once the following procedures have
been implemented:

- Every six months, TRANSMILENIO S.A. will deliver to the CONCESSION

HOLDER a planning report on the operation with the general characteristics of the
System for operation of the trunk route during the following semester, which will
define the operating plans and the services for each of them, the range of minimum
and maximum frequencies for each time segment, cycle times and operating
restrictions.

- The CONCESSION HOLDER will have a period of 15 working days, as of the

date in which TRANSMILENIO S.A. delivers the report mentioned in the preceding
numeral, to submit TRANSMILENIO S.A. the time charts for each operating
schedule it intends to adopt to issue the Operating Services Program This time

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chart must define as minimum the exact times, with minutes and seconds, for the
start of each journey, and where possible, the exact stop time in each station
foreseen for each service, the assignment of each bus to each operator, the
number of paid-up kilometers per operator, the number of idle kilometers per
operator and the number of buses per operation yard. If, within the stipulated time,
the CONCESSION HOLDER does not deliver any time chart, TRANSMILENIO
S.A. will define the time chart and the CONCESSION HOLDER will not be entitled
to make subsequent adjustments or modifications to it.

Based on the time charts suggested for each concession holder, if any,
TRANSMILENIO S.A. together with the Operators Committee formed by 3
representatives of TRANSMILENIO S.A. and 1 per each concession holder, will
review the compliance with the specifications and minimum ranges established
according to the preliminary plan report, and the compatibility of the programming
suggested by the various concession holders of the trunk route operation and will
verify that in each time segment, intervals are distributed on a uniform basis,
allowing variations within the limits established in the plan report.

The Committee will attempt to solve the possible operational conflicts between the
suggested schedules by the various concession holders of the trunk route
operation, and among them, the preliminary planning report. If it succeeds, the
resulting time charts for each operating schedule will be those adopted as the
Operating Services Program by the Operations Manager of TRANSMILENIO S.A.;
otherwise, that manager will adopt the final Operating Services Schedule, seeking,
if possible, the optimization of the System’s overall operation.

TRANSMILENIO S.A. will inform the CONCESSION HOLDER, at least 15 working

days in advance of the scheduled semester, the Operating Services Program
which the CONCESSION HOLDER must comply with.

When the use of System’s fleet needs to be optimized, or when service needs so
require, TRANSMILENIO S.A. may, at its option, request the CONCESSION
HOLDER to comply with the service operating schedules which involve journeys on
trunk routes of the TransMilenio System different from those usually served by the
CONCESSION HOLDER.

TRANSMILENIO S.A. may review the Operating Services Program during the
semester of application, when it identifies mismatches in the supply and demand
for services, or when service needs are identified that require a re-scheduling of
the operation, and it will inform the CONCESSION HOLDER of the variations
introduced to the semester operating services Program, at least 15 working days
before the date on which such variations come into force.

At all events, TRANSMILENIO S.A. may modify frequencies in order to meet

temporary or provisional changes in demand, arising from specific causes and
which affect the capacity of the public to move around. If necessary,
TRANSMILENIO S.A. may request, cancel or re-schedule, some or all journeys on

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a given day; and such an instruction will be binding on the CONCESSION

HOLDER.

CLAUSE 89- DEFINITION OF THE SERVICE OPERATION SCHEDULE FOR THE

PHASE TWO IMPLEMENTATION PROCESS

In order to harmonize the implementation of Phase TWO of the TransMilenio

System with existing operation, as well as to adjust the operation to the dynamics
of the incorporation of the new infrastructure and of the new trunk route and feeder
vehicles, TRANSMILENIO S.A., in active participation with the concession holders
will define the Service Operating Program, the procedure being as follows:

- TRANSMILENIO S.A. will deliver a plan report to each concession holder for a
defined period of less than six months, in which it will define the services to be
provided, stops, cycle times, number of vehicles needed, time charts where exact
departure times for each journey are indicated, assignment of buses to each
operator and the number of kilometers per operator. This report will be delivered at
least 10 working days before the Service Operating Program is put into operation

The CONCESSION HOLDER, in coordination with trunk route concession holders

may modify the distribution of the buses allocated to each concession holder
suggested by TRANSMILENIO S.A., taking account of the total buses operatively
qualified of all concession holders and the capacity of each operations yard, in
such a way as to improve TRANSMILENIO S.A.´s proposal for the overall System.

If there is a consensus regarding the proposal of some concession-holders on the

allocation of buses by all concession holders, the Service Operating Program will
immediately be adopted for the period defined. Otherwise, the Service Operating
Program will be defined by TRANSMILENIO S.A. in its planning report.

CLAUSE 90- COMPLIANCE WITH THE SERVICE OPERATING PROGRAM

The CONCESSION HOLDER will be obliged to comply with the service defined in
the Service Operating Program (P.S.O.) with its related time schedule.

In case of non-compliance with any of the operation factors defined by the P.O.S.
the enforcement of fines hereunder and under manuals and regulations issued by
TRANSMILENIO S.A., will apply without prejudice to all other powers and recourse
provided for in this contract.

CLAUSE 91- CONDITIONS FOR START OF JOURNEY

The start of a journey for each vehicle must adhere exactly to the P.S.O and time
schedules defined by TRANSMILENIO S.A. as provided for in this contract.

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The CONCESSION HOLDER is responsible for feeding the logical unit of each
vehicle before it starts the daily journey, such that the information exchanged
between the Control Centre and the logical unit corresponds with the information
already approved and communicated by TRANSMILENIO S.A. to the concession
holders.

When the daily journey begins, the driver must activate the logical unit such that
the follow-up of the vehicle begins in the Operating Control System, in order to
collect the information necessary for assessing CONCESSION HOLDER´s
performance.

CLAUSE 92- OPERATING CONDITIONS

The trunk route operation will be effected through the activities derived from the
mobilization of the vehicles in order to comply with the P.O.S defined by
TRANSMILENIO S.A. for the CONCESSION HOLDER in conditions which enable
compliance with the performance indicators provided for in this contract.

CLAUSE 93- PERFORMANCE INDICATORS

The trunk route operation developed by the CONCESSION HOLDER must comply
with performance indicators regarding regularity, punctuality, accident rates, fines
reported by TRANSMILENIO S.A. vehicle clearing and mechanical failures. These
indicators define minimum standards regarding service quality and enable the
distribution of the fines and bonuses account to take place.

The evaluation of indicators will be made every six months during the life of the
contract in accordance with the following measurement table:

INDEX % effect on quality

Regularity 15
Punctuality 10
Accident rate 35
Cleanliness 10
Operation Fines 10
Mechanical failures 20
TOTAL 100

Cash allocations in each period will be made only to the concession holder who
obtains the highest score after adding up the above indicators.

93.1. TRANSMILENIO S.A. will obtain each index based on the Programming
and Control System and on the reports received from officers and

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inspectors, who are given full credibility and legitimacy. Additionally,

TRANSMILENIO S.A may make use of the reports received from the
traffic authorities, the Police and all other judicial and/or administrative
authorities in order to establish indicators.

The final result for each CONCESSION HOLDER will be the result of adding up the
indicators, in accordance with the above measurements, as follows:

Pfi = S(Pji*Iji)

Where:

Pfi = Final score – Concession holder (i)

Pji = Weighting on effect of service quality for indicator (j) for Operator (i)
Iji = Indicators (j) for Concession holder (i)

93.2. The calculation of each limit will be effected as follows:

93.2.1. Regularity indicator: the ratio between service quantity and that of
scheduled services.

SRi
I1i = ----------
SPi

Where :
SRi = Number of journeys for Operator (i)
SPi = Number of journeys provided in the P.O.S. defined by TRANSMILENIO S.A.
for Operator (i).

93.2.2. Punctuality indicator: the ratio between service quantities in compliance

with schedules and frequencies (measured in the departures from head
station) and the total number of services provided (measured in terms of
service schedules per six-month period).

SRHi
I2i = ----------
SRTi

Where:

SRHi = Number of journeys made and taken as complied at exact times of the
operating Schedule of Operator (i)
SRTi = Number of journeys considered as completed by the P.O.S of Operator (i).

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93.2.3. Damage or accident indicator: the average of indicators obtained by each

operator in each service and for each segment (route with an origin and a
destination points).

I3i = (S( Isti))/ ni

Where:
Isti = Index per service (s) in segment (t) for Operator (i)
ni = Number of services (s) in all segments (t) for Operator (i)

The indicator per service (s) and segment (t) is the ratio between the minimum
score obtained among all services of all segments and the score for service (s) of
segment (t) as follows:

Isti= Min(Q) / Qsti

Where:

Qsti = Score for Operator (i) in service (s) of segment (t)

Min(Q) = Minimum score obtained among all services in all segments.

Score (Qsti) of each service (s) of each segment (t) will be obtained from the ratio
between the number of events where a trunk route bus causes physical damage to
property or persons (reported to the Control Centre) and the number of kilometers
actually traveled by Operator (i) in the period measured, as follows:

Qsti = (Coi / Ct)* (1/ Cf)

Where

Coi = Ssti / Ksti

Ct = St / Kt

Cf = CT / S CT

Coi = Service score :Total events of Operator (i) in service (s) for segment (t)
divided by the number of kilometers actually traveled by Operator (i) in segment (t)

Ct = Segment score: Total events for segment (t) divided by number of kilometers
actually traveled in segment (t)

Cf = System score.

CT = Minimum score for segment (t) in the last 3 years.

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93.2.4 Cleanliness indicator in buses: Is the minimum score obtained among

operators and the score for Operator (i) for this indicator, as follows:

I4i= Min(AB) / ABi

Where:

ABi = Score related with cleanliness indicator of Operator (i)

Min(AD) = Minimum score for cleanliness indicator among all Operators.

The score for each operator will be taken from the ratio between the number of
fines reported by TRANSMILENIO S.A for cleanliness of Operator (i) vehicles and
the number of kilometers actually traveled by operator (i) during the period
measured. The ratio is the following:

ABi=Si/Ki

1.2.5. Indicator of operation fines: Is the ratio between the minimum score
obtained among operators and Operator (i) score for this indicator as
follows:

I5i = Min(MTM) / MTMi

Where:

MTMi = Score related with the index of operation fines of Operator (i)
Min(MTM) = Minimum score for the index of operation fines among all Operators.

Scores for each operator will be obtained from the ratio between the number of
fines reported by TRANSMILENIO S.A to Operator (i) (except cleanliness fines)
and the number of kilometers actually traveled by Operator (i) in the period
measured. The ratio is the following:

MTMi=Si/Ki

93.2.4 Indicator of mechanic failures: Is the ratio between the minimum score
obtained among Operators and score for Operator (i) for this indicator, as
follows:

I6i = Min(FM) / FMi

Where:

FMi = Score related with the indicator of mechanic failures of Operator (i)
Min(FM) =Minimum score for indicator of mechanic failures among all Concession
holders.

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The score for each operator will be obtained from the ratio between the number of
mechanical failures caused in vehicles of Operator (i), on the road and in service,
and the number of kilometers actually traveled by Operator (i) in the period
measured. The ratio is the following:

FMi=Si/Ki

CONCESSION HOLDER will be in breach of contract if during a six-month period,

it (Pfi) has obtained a score 20% or more below the operator with the highest score
in the System, and applicable fines provided for in this contract will be enforced.

Bonuses will be liquidated and paid within the 30 days following to the date on
which TRANSMILENIO S.A. informs CONCESSION HOLDERS that they are due,
as a result of the final score obtained by each of them, for the six-month period.
Payments will be limited to the maximum amount accumulated for that purpose in
the corresponding account of the Fines and Bonuses Fund of the TransMilenio
System, regulated in this contract. The total value to be distributed in this period
will not take account of the amounts for fines in dispute, or the solution of conflicts;
these sums will be taken into account for the period following that in which a
dispute has been settled.

CLAUSE 94- ADMINISTRATIVE PERFORMANCE BY OPERATOR

The CONCESSION HOLDER will be the autonomous manager of the activity

under its responsibility, taking account of the fact that its managing and financial
performance affects the provision of a public service. In any event, by virtue of this
Contract, the CONCESSION HOLDER undertakes with TRANSMILENIO S.A. to
observe the following minimum administrative performance and management
commitments:

- To implement industrial safety practices and measures necessary for the

adequate performance of the trunk route operation, to set up internal controls
which allow compliance monitoring and to assume health and occupational risks
arising from lack of observance by individuals who may join the operation.

- To provide TRANSMILENIO S.A. with all the information it requires and which is
necessary for the proper planning, coordination and control of the System.

- To maintain a permanent and updated inventory of all vehicles with the service
record for each on electronic media, where maintenance/service events are
detailed, together with the number of kilometers traveled, faults and accidents, all
of which will be kept in the operational headquarters of the CONCESSION
HOLDER and be available for TRANSMILENIO S.A. during the term of this
Contract.

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- To keep, a permanent and updated resumé of each driver on electronic media,

detailing number of kilometers ran, complaints received, accidents, fines, score
certification and training, all of which will be kept in the operational headquarters of
the CONCESSION HOLDER and be available to TRANSMILENIO S.A., during the
term of this Contract.

- To implement and develop a permanent and continuous training program for its
drivers over the life of the Contract, which will contain at least the following:
knowledge of regulations and manuals issued by TRANSMILENIO S.A., first aid,
inter-personal relations and especially, a driving module of articulated buses on
special corridors. These courses will have a duration of 40 hours per year and be
duly approved by TRANSMILENIO S.A. which in turn will issue the TransMilenio
System driving cards according to the procedure and costs provided for in the
regulations and manuals issued by TRANSMILENIO S.A. to drivers who have
satisfactorily completed the training courses and who comply with the necessary
physical and psychological conditions to ensure a safe service, as evaluated by
entities approved by TRANSMILENIO S.A.

The CONCESSION HOLDER will design and execute a periodic training schedule
for drivers, with special focus in driving techniques for the reduction of pollutant
emissions, as a result of the study conducted on the initial environmental
performance plan, regulated in this Contract. Also, the CONCESSION HOLDER
will conduct a training program for mechanics and operations personnel, with
emphasis in the techniques of measurement and adjustment of engines and their
emission control systems. This training plan will be approved by TRANSMILENIO
S.A.

- To implement and develop a permanent and updated training program for its
maintenance personnel over the life of this Contract, which will include at least
basic knowledge on transport, knowledge of regulations and manuals issued or to
be issued by TRANSMILENIO S.A., fist aid, inter-personal relations and in
particular, an overall mechanic maintenance module, body work, paint, electric
system, lubrication and cleanliness. The training costs and the courses, as well as
those of medical and psychological examinations will be for account of the
CONCESSION HOLDER.

CLAUSE 95- ENVIRONMENTAL PERFORMANCE OF THE OPERATION

In order to secure optimal fuel consumption and to minimize environmental effects

of the trunk route operation in the TransMilenio System, the CONCESSION
HOLDER will develop the following Plans and Programs for Environmental
Performance: Initial Plan for Vehicle Weather Conditioning, Permanent Follow-up
Plan and Environmental Management Program.

In furtherance of the Initial Plan for Vehicle Weather Conditioning, the

CONCESSION HOLDER shall:

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95.1. Design the protocols of the required tests (by Brand, Model or Family of
vehicles) to find optimum operational indexes applicable to the energy -
environment range, which will be used as a follow-up model during the
vehicle operation. Once protocols are designed, these will be delivered to
TRANSMILENIO S.A. for consideration and approval, together with the
studies conducted prior to their design.

95.2. For the design of the above protocols, the CONCESSION HOLDER will
conduct the following studies:

95.3. Study of the technological characteristics of engines and their systems.

95.4. Energy-environment analysis of international experience with engines of

the same characteristics and operating conditions at a similar altitude.

95.5. Study of variables which have a direct effect on the production of pollutant
emissions and of the mechanisms which allow their adjustment. These
variables include: (i) Compression ratio; (ii) Cylinders; (iii) Air:fuel ratio,
(iv) power curves, (v) torque, (vi) specific consumption.

95.6. The test protocols will include at least the following:

1. Purpose of the tests.

2. Measurement equipment to be used.
3. Standards used.
4. Procedures to conduct tests.
5. Calculation model of variables to review.

TRANSMILENIO S.A. will not approve test protocols from CONCESSION

HOLDER when these are not complete or when it is established that the factors
included in this Contract do not comply with the requirements provided in this
Contract .

95.7. To conduct mechanical-environmental performance tests in accordance

with the test protocols approved by TRANSMILENIO S.A.

95.8. To analyze the results which allow obtaining Operating indices which
optimize driving habits and methodology at work. The Operating indexes
will include:

95.8.1. Specific fuel consumption expressed in consumption/kms traveled,

consumption/hour and consumption/hour-passenger.

95.8.2. Specific consumption of lubricants for engines expressed in number (#) of

quarts of gallon/1000 kms traveled.

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95.8.3. Useful life of tires expressed in kilometers traveled.

Given that the indices obtained in the study apply to some vehicles in particular, in
case of changes in vehicle’s characteristics, the described procedure will be
repeated, using the Work Methodology found. The Methodology will be optimized
to the extent the weather-conditioning process progress.

CLAUSE 96- PERMANENT FOLLOW-UP PLAN

The CONCESSION HOLDER will design a Permanent Follow-up Plan which

allows establishing, from daily performance, variances from the operating indices
which may indicate a deficiency regarding the mechanical condition of the vehicle.
For this purpose, it will define acceptable limits and therefore, the costs of
inspection and adjustment work.

For the design of the Permanent Follow-up Plan the CONCESSION HOLDER will
undertake the following activities:

96.1. Design of systems to obtain the necessary information for calculating

operating indices.

96.2. Definition of the characteristics of the follow-up system: periodicity,

accountability, independence, conditions of vehicles, level of certainty,
etc.

96.3. Definition of statistical methods for data treatment.

96.4. Design and/or application of software for information management.

96.5. Design of reports, including those to be delivered to TRANSMILENIO S.A.

96.6. Definition of variances from the operating indices which indicate

deficiency in the mechanical condition of the vehicle.

96.7. Definition of strategies for inspection and adjustment of vehicles.

The CONCESSION HOLDER will deliver to TRANSMILENIO S.A. the Permanent

Follow-up Plan for approval. There will be a time when the CONCESSION
HOLDER will design a Permanent Follow-up Plan to enable it to establish, from
daily performance, variances from operating indices which may indicate a
deficiency regarding the mechanical condition of the vehicle. For this purpose, the
CONCESSION HOLDER will define acceptable limits and therefore, the costs for
inspection and adjustment work.

The CONCESSION HOLDER will, in turn, make annual adjustments to the

operating indices mainly due to obsolescence of the equipment.

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CLAUSE 97- ENVIRONMENTAL MANAGEMENT PROGRAM

The CONCESSION HOLDER will design an Environmental Management Program

which will comprise three specific plans: Preventive and Corrective Maintenance
Plan, Training Plan and Waste Management Plan.

Each of the above plans will include a schedule of activities. The Environmental
Management Plan will be delivered to TRANSMILENIO S.A. for its review and
approval, not later than 6 months after the regular operation begins.

CLAUSE 98- PREVENTIVE AND CORRECTIVE MAINTENANCE PLAN

The CONCESSION HOLDER will incorporate in its regular preventive maintenance

program set of activities designed to the systematic review of vehicle’s components
which have a direct incidence on pollutant emission of the motor and on the noise
and heat emitted by the vehicle.

98.1. The systems and components of the vehicle object of review, as they are
applicable to the vehicles used, are the following:

98.1.1. Catalytic converter

98.1.2. Housing ventilation systems

98.1.3. Re-circulation of Exhaust Gas systems.

98.1.4. Oxygen sensor

98.1.5. Exhaust tubes

98.1.6. Silencers

98.1.7. Fuel tanks and Supply lines

98.1.8. Thermal insulation of the engine

98.1.9. Any other element or system which has direct or indirect incidence on
pollutant emissions which TRANSMILENIO S.A. considers necessary to
review.

98.2. The CONCESSION HOLDER will anticipate that the final disposal of
waste elements remaining from maintenance operation of the vehicles is
consistent with the Waste Management Plan.

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98.3. Regarding preventive and corrective maintenance plans, the

CONCESSION HOLDER will undertake the following actions:

98.3.1. Definition of inspection and repair routines.

98.3.2. Study of short review techniques for gas measurement. ´Short review´ is
understood as the practical procedure carried out in the workshop, which
may be applied to gas measurement and which allows values to be
obtained as equivalent to those which could be obtained with a
dynamometer, with a good degree of accuracy.

98.3.3. Analysis and selection of the applicable short-review technique and of the
equipment needed for its application.

98.3.4. Definition of criteria for measurement of noise and heat levels.

98.3.5. Design of systems for the acquisition and management of information

regarding maintenance.

From the information obtained in maintenance operations, the CONCESSION

HOLDER will find the useful life of the above mentioned components, such that
repair and change frequencies are established.

TRANSMILENIO S.A. will supervise and check that activities regarding

environment are carried out on a timely and correct basis.

CLAUSE 99- TRAINING PLAN

The CONCESSION HOLDER will design and execute within the environmental
management plan designed to:

Drivers: training in driving techniques to achieve reduction of pollutant emissions.

These driving techniques will be the result of the study made in the Initial Vehicle
Weather Conditioning Plan.

Mechanics and Operating Personnel: training in measurement of pollutants and

correction techniques of motors and of their emission control systems mentioned
above.

This Training Program will be developed for every new driver, mechanic and
worker prior to starting work and will be updated at least once a year, according to
regulations and manuals issued or to be issued by TRANSMILENIO S.A.

CLAUSE 100- WASTE MANAGEMENT PLAN

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According to the Procedure for Operation Converters and Waste Management,

delivered in the proposal, the CONCESSION HOLDER will define the detailed
methodology for the formulation of the Management Plan of each waste generated
by the operation: catalytic converters, oils, used fuels, tires, batteries, glass,
plastics, metal parts, etc.

Once the Waste Management Plan is completed, it will be delivered to

TRANSMILENIO S.A. for approval.

Chapter 10- Supervision and Control

CLAUSE 101- SUPERVISION AND CONTROL OF THE CONCESSION HOLDER

TRANSMILENIO S.A. will be entitled to supervise technically and administratively

the development and execution of this Contract, with the right of access at any time
to the physical premises and to the documents and information supporting the work
of the CONCESSION HOLDER, which will imply, on account of TRANSMILENIO
S.A., a confidentiality commitment on the information to which it has access, which
is understood to be assumed by TRANSMILENIO S.A. upon the signature of this
Contract, with the limitations provided for in the law.

The CONCESSION HOLDER may not claim copyright or internal confidentiality

agreements or with third parties, in order to limit or prevent TRANSMILENIO S.A.
or its appointee from having access to the CONCESSION HOLDER´s information
for the exercise of its powers of supervision and control.

TRANSMILENIO S.A. will exercise the activities of vigilance and control of the
execution of this Contract pertaining to it, directly or through third parties and will
have the following basic faculties:

101.1. To require from CONCESSION HOLDER the information it considers

necessary in order to verify the proper execution of this Contract and to
exercise the general control of the System. The CONCESSION HOLDER
is obliged to provide immediately the information requested, unless a
longer period is agreed when the nature of the information demanded so
requires.

101.2. To verify directly or through third parties that the CONCESSION HOLDER
complies with the execution conditions of this Contract, according to terms
under which the concession has been agreed, and to require the
CONCESSION HOLDER to correct infractions.

101.3. To conduct the tests it considers necessary to verify that vehicles comply
with the technical and functional characteristics required in this Contract.

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101.4. To approve or disapprove, under the terms and with the effects provided
for in this Contract, the works and conditioning of the operation yards; to
verify through visits or inspection of the documents which
TRANSMILENIO S.A. deems appropriate, the conditions of execution of
the physical adaptation works on the premises delivered with the
concession and to see that the adaptation works are consistent with the
terms in which they were approved by TRANSMILENIO S.A.

101.5. To verify compliance with health and industrial safety programs and
training of drivers and of all other personnel at the service of the
CONCESSION HOLDER.

101.6. In the case of early termination by mutual agreement of the parties, to

perform the work required to define the value of mutual compensation.

101.7. If failures in the provision of the cleaning service or security for assigned
stations are identified, TRANSMILENIO S.A. may, through its delegates,
inspectors or directors, make requirements to the CONCESSION
HOLDER who will remedy the failures or deficiencies not later than within
5 working days following the requirements in the case of cleaning service,
and during the following 24 hours in the case of security lapses.

101.8. In general, to ensure and control that the CONCESSION HOLDER

complies with its obligations for the normal development and execution of
this Contract.

TRANSMILENIO S.A. shall not exercise control functions of the activities

performed by subcontractors, nor of approval of their results, unless in the latter
case, for cleaning and security service in the Phase TWO stations. However, if the
CONCESSION HOLDER performs its activities through subcontractors, it will have
available, at its own cost, its own supervision and quality control equipment, and
the CONCESSION HOLDER is obliged to provide the information TRANSMILENIO
S.A. may require to the satisfaction of TRANSMILENIO S.A.

CLAUSE 102- EXTERNAL AUDIT AND INTERNAL CONTROL

The CONCESSION HOLDER will submit an account of its business for the review
and report of a reputable external auditor, or will have a statutory auditor to perform
the audit.

The CONCESSION HOLDER will deliver to TRANSMILENIO S.A. quarterly

financial statements within the first 10 working days of the month following to the
period of the report.

The CONCESSION HOLDER will deliver to TRANSMILENIO S.A. the report of the
external auditor or of the statutory auditor, not later than April 30th of every year,

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together with the financial statements of the previous period and the notes to the
financial statements.

Without prejudice to the foregoing, the CONCESSION HOLDER shall adopt an

appropriate and capable management organization for the execution of this
Contract, and internal control mechanisms which guarantee the quality of its
management, its financial and accounting information and the transport service it
provides.

CLAUSE 103- INSPECTION PROCESSES

TRANSMILENIO S.A. shall verify CONCESSION HOLDER´s activities related to

the performance of this Contract as follows -

103.1. System Inspectors: The System inspectors designated by

TRANSMILENIO S.A., shall verify the performance and development of
operator’s activities. The reports submitted by the inspectors will include
information regarding infractions and will serve as evidence to
TRANSMILENIO S.A. on the circumstances observed.

103.2. Operating control system: TRANSMILENIO S.A. has an information and

control system which allows it to obtain on-line information on the
operation of CONCESSION HOLDER´s vehicles and quality of the
services. The data in the control system will be full proof of the
circumstances it evidences.

103.3. Civic participation: User complaints will be a control mechanism of

TRANSMILENIO S.A., which will implement means for channeling these
concerns. Claims filed may be used as evidence of a circumstance, if
they are submitted in writing, include information that identifies the user
and there is testimonial or documentary evidence to establish the case.

103.4. User surveys: TRANSMILENIO S.A. may execute contracts with

reputable and experienced specialized companies for conducting
System’s users surveys. The results of these surveys will be used,
among other things, for the control and supervision of the services
provided by the CONCESSION HOLDER. The results of these surveys
may serve as evidence of the facts included in this Contract .

CLAUSE 104- ACCOUNTING AND FINANCIAL INFORMATION SYSTEMS OF THE

CONCESSION

The CONCESSION HOLDER will establish a financial, accounting and

administrative information system to reflect all aspects of execution of this
Contract, in accordance with accounting principles generally accepted in the

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Republic of Colombia; this system will consider all provisions contained in the
Commercial Code on commercial information, and Regulatory Decree No. 2649,
Public Accounting norms, and all other norms which amend, modify, substitute or
regulate the above provisions.

The CONCESSION HOLDER will keep management, accounting and financial

records in the form, quantity and quality sufficient for compliance with its objectives
and accordance with applicable legislation, taking account of the need for
information provided for in the various clauses of this Contract, and will ensure that
the information delivered to TRANSMILENIO S.A. faithfully reflects its
performance.

The CONCESSION HOLDER will deliver the following information to

TRANSMILENIO:

104.1. Quarterly financial statements duly audited, in magnetic media in the

uniform plan of accounts - PUC (Plan Único de Cuentas) - detailing the
first 6, delivered to TRANSMILENIO S.A. during the first 10 working days
following the reported period.

104.2. The financial statements corresponding to end of period will be delivered

to TRANSMILENIO S.A. not later than April 30th, of each year.

104.3. A thorough and detailed inventory of the assets incorporated to the

concession and delivered for administration and all others being used to
conduct activities by the CONCESSION HOLDER to develop its activities,
to be delivered to TRANSMILENIO S.A. within the first 10 working days of
May in each calendar year. TRANSMILENIO S.A. will define the forms for
these reports.

104.4. The additional information which TRANSMILENIO S.A., may require in

writing, delivered to the CONCESSION HOLDER through its Legal
Representative. TRANSMILENIO S.A. may only require CONCESSION
HOLDER to provide the information it deems convenient in order to
establish the adequate compliance with this Contract by the
CONCESSION HOLDER.

Chapter 11- Implementation

CLAUSE 105- OBLIGATIONS OF THE CONCESSION HOLDER REGARDING

IMPLEMENTATION OF THE PROJECT

105.1. TRANSMILENIO S.A. will deliver to the CONCESSION HOLDER, on the

execution date of this Contract, a preliminary schedule of gradual
incorporation of its fleet to the service, with the preliminary dates in which
the fleet will be available to TRANSMILENIO S.A., the different volumes
of fleet necessary consistent with the fleet awarded.

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105.2. According to the above schedule, the CONCESSION HOLDER will deliver
within 10 working days following the signature of this Contract plan which
clearly establishes the steps required for the manufacture and
incorporation of the vehicles into the service, with times required for each
step.

105.3. The above plan will be consulted by TRANSMILENIO S.A. for a pari
passu scheme for the effective incorporation of the fleet to the system.

105.4. TRANSMILENIO S.A. will confirm, 6 months in advance, the date of

incorporation of the first part of the fleet under contract, and with 4 months
anticipation, the incorporation date of the remaining fleet, which will be
implemented within three years after the first part has been implemented.

105.5. The CONCESSION HOLDER will deliver to TRANSMILENIO S.A. a final

order of the vehicles, accepted by the supplier, within 10 working days
following the express confirmation by TRANSMILENIO S.A.

CLAUSE 106- TESTING

Within 20 days before the regular operation begins, TRANSMILENIO S.A. may
require concession holders to carry out necessary and sufficient tests of System’s
Operating Fleet, in order to verify operational details on TransMilenio System’s
infrastructure and communication with the control centre, as considered necessary.

These tests may not exceed 250 kms per incorporated vehicle.

CLAUSE 107- INTEGRATION OF THE TRANSMILENIO SYSTEM WITH OTHER

MASS TRANSPORT SYSTEMS

The competent authorities may incorporate transportation systems additional to

TransMilenio System into the transport and mobilization of passengers in Bogotá,
D.C. and/or between Bogotá, D.C. and its neighboring municipalities, and they
may integrate the TransMilenio System and collective transport system, in which
cases, TRANSMILENIO S.A., and the competent authorities may establish the
tariff and operational integration of the TransMilenio System with the afternative
transport system to be introduced. The integrated tariff will be approved by the
Operators´ Committee.

Chapter 12- Allocation of Contract Risks

CLAUSE 108- DISTRIBUTION OF CONTRACT RISKS

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For all legal effects, it will be understood that risks inherent to the CONCESSION
HOLDER´s businesses include risks not expressly allocated to TRANSMILENIO
S.A.

Also, the CONCESSION HOLDER is liable for all risks not expressly excluded from
its scope of responsibility according to the clauses of this Contract.

CLAUSE 109- CONTRACT RISKS ATTRIBUTED TO THE CONCESSION HOLDER

The CONCESSION HOLDER will be liable for all risks derived from the compliance
of the obligations resulting here forth and will be liable to TRANSMILENIO S.A., as
a resulting obligation, for the regularity and compliance of the conditions required
for the trunk route operation of the TransMilenio System, assuming therefore, the
costs, expenses and means required for this purpose.

By means of this Contract, the CONCESSION HOLDER expressly assumes the

risks related to the economic activity of the passenger mass transport, resulting
from the economic exploitation of the transport public service and of the means it
uses within the TransMilenio System.

Among the risks assumed completely by the CONCESSION HOLDER as risks

related to the business and which it will assume upon execution of this Concession
Contract are the following: environmental risk, demand risk, operating, financial
and investment return risks, implementation of the System, regulatory, tax and
political risks.

CLAUSE 110- FORCE MAJEURE

Force Majeure and act of God:

110.1. The CONCESSION HOLDER will be liable for force majeure risks,
particularly in the following cases:

110.1.2. Natural disasters as earthquakes, floods, fires, etc.

110.1.3. Terrorism, vandalism, sabotaje, rebellion and riot.

In any event, the CONCESSION HOLDER will take the corresponding insurance
policies to cover the above mentioned risks.

110.2. Exoneration of CONCESSION HOLDER from its obligations:

110.2.1. The CONCESSION HOLDER may only be relieved from performance of

obligations provided for in this Contract in events of force majeure,
understood in the terms of Article 64 of the Civil Code, provided it

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demonstrates a causal relationship, with a direct relationship between the

event and the obligation breached.

110.2.2. At all events, only infraction proportional to the force majeure will be
admitted and the CONCESSION HOLDER will be liable for any infraction
which does not have a causal relationship proportional to the facts
alleged to exonerate its liability.

110.2.3. The occurrence of circumstances which only affect one party and which
occur as a result of a Force Majeure event, will be assumed by each
party, and no indemnity will accrue to the affected party nor may there be
reciprocal claims.

110.2.4. Upon the execution of this Contract, the CONCESSION HOLDER

accepts the risk allocation between the parties regarding this business,
acknowledges that the funds it obtains from participation in the economic
result of the transport activity, is considered and will be considered for all
legal effects, clearly and irrevocably, as a sufficient and adequate
compensation for the risk allocation in this Contract.

110.2.5. Therefore, the CONCESSION HOLDER may not request any type of
compensation, claim or adjustment as a result of the development,
execution or interpretation of this Contract, or of the risk allocation for
which it is liable.

110.2.6. The CONCESSION HOLDER undertakes to assume the risks it is

exposed to and to mitigate same through specialized consultancy
regarding technical, financial, legal and tax aspects, which enable it to
cover anticipated contingencies, in order to structure a viable business in
realistic scenarios, taking account of the limitations and conditions
applicable to the activity under contract, in the terms and conditions
provided for in this Contract .

CLAUSE 111- CONTRACT RISK NOT ATTRIBUTED TO THE CONCESSION

HOLDER

The CONCESSION HOLDER will not be allocated the tariff variation risks ordered
by the competent City authorities which pays CONCESSION HOLDER´s
compensation. The detriment to the participation that the CONCESSION HOLDER
is entitled in the System’s revenues which may be caused by a unilateral act of
authority, is underwritten by a commitment of of the City Government: the City has
made a unilateral commitment in favor of TRANSMILENIO S.A., as manager of the
TransMilenio System, in which it accepts liability for amounts which the
TransMilenio System and through it, its concession-holders and agents, would be
entitled to receive under this Contract.

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CLAUSE 112- ECONOMIC EQUILIBRIUM

The parties accept expressly the risk allocation made by the parties under this
Contract, and therefore, any cost, surcharge, indemnity or acknowledgment on any
title which may arise from this Contract, they understand that they are fully
compensated through their participation of the benefits derived from the economic
exploitation of the transport public service of TransMilenio System which
TRANSMILENIO S.A. has granted to the CONCESSION HOLDER’s provided for in
this Contract, on the terms and conditions applicable to the Contract.

Therefore, the CONCESSION HOLDER may not request any type of

compensation, claim or adjustment derived from the development, performance or
interpretation of this Contract, or of the corresponding risk allocation.

In addition, the CONCESSION HOLDER acknowledges that this Contract is

autonomous and therefore, it is not a complement, nor is construed in conjunction
with other concession and operation contracts of the TransMilenio System as a
source of limitation and increase of obligations or rights.

CLAUSE 113- LIABILITIES TO THIRD PARTIES

The liability of the CONCESSION HOLDER to third parties is that which results
from applicable legislation in each case. The CONCESSION HOLDER is liable for
damage caused by it, its dependants, its real and personal property or the real or
personal property under its management, damages caused by its personnel or
contractors or subcontractors in any mode and for any purpose, or by its
contractors or subcontractors.

TRANSMILENIO S.A. shall not be liable to third parties for obligations which the
CONCESSION HOLDER assumes or will assume with those third parties, nor for
damages caused by the CONCESSION HOLDER, either directly or indirectly in
furtherance of its activities, nor its employees, agents, representatives, contractors
or subcontractors.

Chapter 13- Fines.

CLAUSE 114- CONTRACT FINES

TRANSMILENIO S.A. shall verify compliance of all parameters, requirements,

obligations and responsibilities enforceable against the CONCESSION HOLDER
by virtue of the provisions of this Contract.

If the CONCESSION HOLDER fails to comply with any of the parameters,

requirements, obligations and responsibilities assumed or which have been

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assigned to it under this Contract, TRANSMILENIO S.A. may, as of the date in

which each obligation is enforceable, impose the corresponding fines according to
the provision in this chapter, not subject to any condition other than the occurrence
of the facts which gave rise to the infraction and without requiring any statement by
any judicial or extrajudicial authority of any kind.

TRANSMILENIO S.A. may impose all applicable fines until compliance is resumed
in accordance with the parameter, requirement, obligation or responsibility, if
according to the nature of the infraction, the restoration of compliance is possible.

When the obligation infringed is to be executed immediately but is one whose

compliance may not be restored, TRANSMILENIO S.A. may impose as many fines
as infractions of immediate execution the CONCESSION HOLDER has committed,
quantified in each case.

In no case may the fines imposed be for a total value exceeding 10% of the total
revenues of all kinds received by the CONCESSION HOLDER under this Contract,
during the month prior to that in which the corresponding sanction has been
caused.

Upon the execution of this Contract, TRANSMILENIO S.A. and the CONCESSION
HOLDER agree that causes and amounts of fines provided for under this Contract
may be modified, new fines may be added and existing fines may be eliminated. In
order to modify, create or delete conducts or situations which generate fines,
recommendations form the Operators´ Committee will be taken into account and
concession holders will be called to a meeting where their observations will be
heard.

Also, upon execution of this Contract, TRANSMILENIO S.A. and the

CONCESSION HOLDER agree that after actions in the preceding paragraph have
been exhausted, the final decision to create, modify or eliminate fines will be a
privilege of TRANSMILENIO S.A., which the CONCESSION HOLDER
acknowledges and vests in it with this Contract; TRANSMILENIO S.A. will inform
each holder of a concession in writing of the modification, addition or elimination
and its decisions will be binding and enforceable for the parties as of the next
calendar day after the communication is received, which the CONCESSION
HOLDER expressly accepts.

At all events, the creation, modification or elimination of fines will not affect fines
imposed up to the date on which they become binding and enforceable.

CLAUSE 115- FINES FOR DEFICIENCIES RELATED TO THE CONDITIONS OF

THE VEHICLES

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations and responsibilities under this Contract, related to the obligation of

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providing and maintaining the fleet and equipment in the conditions and with the
specifications required by the TransMilenio System, unless authorized by
TRANSMILENIO S.A., previously, expressly and in writing, TRANSMILENIO S.A.
may impose a fine under the conditions provided for in this Clause.

If infraction persists 8 working days after the occurrence of the conduct or situation
which caused the fine, TRANSMILENIO S.A., may, as the System’s manager,
suspend the vehicle’s operation until the infraction is remedied.

115.1. For the purposes of imposing fines referred to in this chapter, the
quantification of fines described below will be established based on the
value of the participation received by the concession holder, according to
the revenue per kilometer of operation in the System, provided for in this
Contract:
Chapter 14-
Fine
Description of the infraction (No. of
kms)
To place any type of decoration or non-functional items inside or outside the
vehicle, which have not been installed by the original manufacturer of the 50
chassis or body.
To polarize, totally or partially, side, front or back windows.
50
To use or to modify colors and designs of the external paintwork of the vehicle
outside the standards parameters established by the manager. 50
To install additional lamps such as “explorers”, chassis illumination or
decoration, which are not regulatory or installed by the original manufacturer. 50
Chapter 15- To place advertising material not authorized by TRANSMILENIO 50
S.A. or to infringe regulation regarding advertising material in vehicles.
To install sound equipment inside the vehicle, not authorized by 50
TRANSMILENIO S.A.
To drive with lights off at night. 50
To operate equipment with sound inside the vehicle, or to read announcements
not authorized by TRANSMILENIO S.A. 50
To use unauthorized electronic equipment by the driver (cell phones, walkman, 50
etc.)
To drive with defective front, side and/or back or brake lights.
50
Broken, ripped or loose seat(s)
50
Section of handrail loose or with cutting edges.
50
Broken side, front or back window. 50
Dirty vehicle, outside and inside, at the beginning of the journey.
50
Lack of illumination or incorrect arrangement in terms of visibility of front, side or
back route displays. 50
Lack of specified fire extinguishers, lack of charge of the same, expiry date due
or no specification of expiry date. 50

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Fine
Description of the infraction (No. of
kms)
Chapter 16- To operate vehicle with visible dents or impacts. 50
Inadequate operation of passenger access doors, either due to damage or
incorrect operation which affects boarding and alighting times by passengers. 100
Incorrect operation or damage to doors or emergency exits. 100
Use of smooth tires with no specifications of minimum tread established by
manufacturer or supplier. 100
To violate or to after without prior authorization of the system’s manager its 250
control or any or its parts (Logical Unit, Radio and all other equipment for that
purpose).

115.2. The verification of conduct which lead to infraction of parameters,

requirements, obligations and responsibilities related to the conditions of
the vehicle, will be subject to the procedures of visual and mechanical
reviews performed by TRANSMILENIO S.A. Visual and mechanical
reviews will be made by technical inspectors designated by
TRANSMILENIO S.A., either on a regular or occasional basis, either
through visits to the workshops and garages commonly used by the
CONCESSION HOLDER or using the vehicles during service.

115.3. If the CONCESSION HOLDER infringes any of the parameters,

requirements, obligations and responsibilities provided for in this Contract
and related to the obligation of providing adequate vehicles to the
TransMilenio System, others than those described in the above chart,
unless TRANSMILENIO S.A. authorizes, daily fines will be enforceable
for each infringed parameter, requirement, obligation or responsibility and
per vehicle, for a value of 20 minimum monthly salaries, during the time
of the infraction by TRANSMILENIO S.A., as the System’s manager.

CLAUSE 116- FINES FOR DEFICIENCIES RELATED TO USER SERVICE

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations and responsibilities provided for in this Contract, related to the service
in conditions of quality, continuity and safety for users, particularly when with
CONCESSION HOLDER´s conduct or that of its employees, agents or
dependants, contractors or subcontractors, principles of equal access, respect and
dignity of users are disregarded, TRANSMILENIO S.A. may impose a daily fine in
accordance with this Clause, not subject to any condition other than the occurrence
of the facts giving rise to the fine and not requiring any judicial or extrajudicial
statement by any authority of any kind.

For each parameter, requirement, obligation or responsibility infringed,

TRANSMILENIO S.A. may impose a daily fine equivalent to 20 minimum monthly
salaries, for the time in which the infraction persists.

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TRANSMILENIO S.A. may identify and individualize the conducts generating user
service fines by means of a manual or user service and quality regulation or any
other manual or regulation issued or to be issued, taking account of complaints and
claims it receives from users, and the conducts it observes in the CONCESSION
HOLDER, its employees, representatives or dependants, which may affect the
degree of user satisfaction with the TransMilenio System.

CLAUSE 117- FINES FOR DEFICIENCIES RELATED TO THE OPERATION

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations and responsibilities provided for in this Contract, regarding the regular
operation of passenger public transport service within the TransMilenio System,
TRANSMILENIO S.A. may impose fines under the following conditions:

117.1. For the purposes of imposing the fines referred to in the preceding
paragraph, the following quantification will be applied, based on the value
of the participation received by the CONCESSION HOLDER according to
the revenue value per kilometer of operation in the System, established
for in this Contract :

Fine
Description of the infraction (No. of
kms)
Parking vehicles in stations in quantity and/or time higher than permitted.
25
Parking in places other than those established by TRANSMILENIO S.A.
60
Not stopping at a station established on the route scheduled for a service
without the prior authorization of TRANSMILENIO S.A. 25
Stopping at a station and/or platform not established on the route Schedule for a
service without the prior authorization or instruction of TRANSMILENIO S.A. 25
Changing the route of a service without the prior authorization or instruction of
TRANSMILENIO S.A. 60
Operating hours or services not authorized by TRANSMILENIO S.A. to the
CONCESSION HOLDER. 175
Taking up or setting down passengers at points other than the station stops.
250
Driving outside the routes or trunk routes established by TRANSMILENIO S.A.
without its authorization. 250
Delaying operation without cause. 60
Turns lost. 60
Overtaking vehicles of the same service (the control center informs driver and 60
driver persists)
Abandoning and/or alighting from vehicle without cause and/or authorization 250
from TRANSMILENIO S.A.
Taking up or setting down passengers at points along the route other than 250

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station stops,
Chapter 17- Interrupting traffic light crossings due to congestion of the 25
station.

117.2. In order to impose sanctions for infractions to performance indicators, the

driver who shows the best score of concession holder (Pfi) will be taken
on a six-monthly basis, and those operators who show a variation in
score higher than 20% in relation to the best operator, will be fined
according to the following chart:

Score of Concession holder

(Pfi) Variation in relation to the
Quarterly fine
best operator

Less than 20% -

20%-25% 30 kms x vehicle
25%-30% 75 kms x vehicle
Higher than a 30% 120 kms x vehicle

117.3. If CONCESSION HOLDER does not comply with any of the parameters,
requirements, obligations and responsibilities provided for in this Contract
other than those mentioned in this Clause, regarding the trunk rout
operation of the System, unless TRANSMILENIO S.A. authorizes it in
advance, expressly and in writing, daily fines will be imposed for each
infringed parameter, requirement, obligation or responsibility, equivalent
to 20 minimum monthly salaries, during the time the infraction persists.

117.4. Conduct which comprises the infraction to parameters, indices,

requirements, obligations and responsibilities related to the trunk route
operation according to this clause, will be subject to the control and
review procedures of TRANSMILENIO S.A. The reviews and the controls
of the operations will be performed by inspectors designated by
TRANSMILENIO S.A., either on a regular or an occasional basis, through
visits to the garages commonly used by the CONCESSION HOLDER or
using the vehicles while they are in service.

CLAUSE 118- SANCTIONS AGAINST DRIVERS

When drivers engage in any of the following forms of conduct, TRANSMILENIO

S.A. may impose a sanction of temporary suspension of the driver according to the
following chart:

TEMPORARY FINE (NO. OF KMS)

CONDUCT DESCRIPTION SUSPENSION
Failure to carry personal and/or vehicle Chapter 18- Suspen CHAPTER 19-100

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TEMPORARY FINE (NO. OF KMS)

CONDUCT DESCRIPTION SUSPENSION
identification. sion on the following
day
Failure to carry first aid kit Chapter 20- One CHAPTER 21-100
day suspension
Chapter 22- RefusAL to provide One day suspension 100
information
Slight impact with other TransMilenio 100
System buses
To cross a red light One in a day,
immediate substitution
and suspension the
following day
To reverse in trunk routes, stations or One day suspension 50
portals
To carry weapons of any kind Withdrawal from the 100
System
Disobedience to authorities One in a day, causes 200
one day suspension
Drunkenness on duty Withdrawal from the 200
System
To cause an accident due to irresponsible One in a day, causes 200
behavior one day suspension
Incorrect approach to platforms and/or Three in a day causes 50
alignment between bus and station doors one day suspension
To drive above speed limits One day suspension 100
Invasion of zebra crossings 100
To take companions One day suspension 50
To run out of fuel 100
Mechanical problems (reaction time more 50
than 1 hour)
Verbal or physical ill-treatment of Withdrawal from 100
passenger (referring to driver) System
To charge tariffs inside the vehicles of the Withdrawal from 200
trunk route system System
Failure to follow or acknowledge Chapter 23- Withdra 100
instructions issued by the Control Center, wal from System
operations personnel or traffic authorities.

CLAUSE 119- FINES OF INSTITUTIONAL OR ADMINISTRATIVE NATURE

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations and responsibilities provided for in this Contract, related to institutional
or administrative matters, the fines may be enforced for each parameter,
requirement, obligation or responsibility infringed may be enforceable, and for each
vehicle, for the daily value described below. If infraction after the following 8
working days, TRANSMILENIO S.A. may, as System’s manager, require the

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employee responsible for the administrative infraction to be replaced , and this

point will be stipulated in the regulations or operation manuals of the
CONCESSION HOLDER.

119.1. For the purposes of fines imposition referred to in this Clause the
quantification of fines will be the following:

Fine
Description of the infraction (No. of
kms)
Failure deliver information required by TRANSMILENIO S.A., or deliver same
outside the terms which for this purpose TRANSMILENIO S.A. may establish. 50
To refuse to accept the visits of TRANSMILENIO S.A.´s inspectors, to hide
information or to provide partial or erroneous information. 50
To implement administrative and accounting practices which impair the reliability
of the accounting and financial information which the CONCESSION HOLDER 100
will keep in accordance with this Contract.
When it is shown that there are deliberate practices which restrict free
competition or which imply abuse of the dominant position which the 100
CONCESSION HOLDER could have obtained as a result of this concession
contract, or of this Contract in conjunction with other contracts related to the
functionality of the TransMilenio System.
To omit specifications, limitations of content or norms contained in the manuals 100
and regulations which TRANSMILENIO S.A. issues or has issued regarding
placement of advertising material inside the trunk route buses.
To omit compliance with obligations regarding driver training
100
To omit compliance with obligations established by the employment and social
security regime regarding drivers. 100
Sub-chapter 2 - To breach contractual provisions regarding financial 100
mechanisms and liens on vehicles.
Sub-chapter 3 - To reduce the participation of transport owners within the 100
first five years of the concession.
Sub-chapter 4 - To modify holdings or corporate participation, unless 100
exceptionally permitted by contract, during the first 5 years of the concession.
Sub-chapter 5 - To transfer title of vehicles without the prior, express and 100
written authorization of TRANSMILENIO S.A. (during the time the infraction
persists)

119.2. If the CONCESSION HOLDER does not comply with any or all other
parameters, requirements, obligations and responsibilities provided for in
this Contract related to institutional behavior or administrative aspects of
the CONCESSION HOLDER, unless authorized previously, expressly
and in writing by TRANSMILENIO S.A., daily fines equivalent to 20
minimum monthly salaries may be imposed.

119.3. Conduct which give rise to the infraction of parameters, requirements,

obligations and responsibilities of institutional nature, according to this

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Clause, will be subject to the review procedures introduced by

TRANSMILENIO S.A. The reviews will be conducted by inspectors
designated by TRANSMILENIO S.A., either on a regular or on an
occasional basis, through visits to the administration offices of the
concession holder or through any other means which constitute full
evidence of the conducts described above.

CLAUSE 120- FINES FOR ENVIRONMENTAL OFFENSES

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations and responsibilities provided for in this Contract, related to obligations
of environmental nature, then TRANSMILENIO S.A. may impose fines for each
parameter, requirement, obligation or responsibility infringed and for each vehicle,
for the daily value described below. If infraction persists after 8 working days
following to the imposition of the fine, TRANSMILENIO S.A. may, as the System´s
manager, require CONCESSION HOLDER to replace the employee responsible
for the infraction, and this fact will be included in the regulations or operating
manuals of the CONCESSION HOLDER. For this purpose, the quantification of
fines detailed below will be taken into account, based on the value of the
participation received by the concession holder, according to the income per
kilometer of operation in the System, provided for in this Contract:

Description of the Infraction Fine

(No. of
kms)

Noise emissions above environmental performance parameters offered in the 50

tender´s proposal awarded.
To operate leaking fuel or lubricants. 25
Gas emissions above environmental performance parameters offered in the 50
bid, in conditions of engine calibration according to environmental and
atmospheric conditions inherent to Bogotá and to the type of fuel used.
Non-compliance with the Waste or Converter Management Plan stipulated in 50
the tender.
Non-compliance with the Initial Plan or with operating indices, driving habits 50
recommended and methodology of work.
Non-compliance with design and with the Permanent Follow-up Plan, 50
particularly with Optimum Operating indices of the Initial Plan. Failure to make
the repairs recommended in the Plan.
Failure to comply with the Corrective and Preventive Maintenance Plan and/or 50
with the Training Plan.

Conduct which gives rise to the infraction of parameters, requirements, obligations

and responsibilities of an environmental nature, in accordance with this Clause, will
be subject to the review procedures of TRANSMILENIO S.A.

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CLAUSE 121- FINES RELATED TO THE OBLIGATION TO PROVIDE CLEANING

AND SECURITY SERVICES

Failure to observe obligations described in this Contract or the requirements which

TRANSMILENIO S.A. makes regarding the provision of cleaning and security
services within the 5 working days or 24 hours, respectively, following the issue of
notice of an infraction, will result in a daily fine equivalent to 100 kilometers, until
the situation is remedied.

CLAUSE 122- FINES FOR INFRACTION OF OTHER CONTRACTUAL

OBLIGATIONS

If the CONCESSION HOLDER infringes any of the parameters, requirements,

obligations or responsibilities provided for in this Contract, other than those
specifically stipulated in the Clauses of this chapter, unless TRANSMILENIO S.A.
has authorized them in advance, expressly and in writing, daily fines for each
parameter, requirement, obligation or responsibility infringed will be imposed, for a
value equivalent to 50 minimum monthly salaries while the infraction persists.
TRANSMILENIO S.A., will, as the System’s manager, rate the amount of the fine,
taking account of the seriousness of the infraction, its incidence on the proper
provision of public transport by the TransMilenio System, the degree of risk
involved in the safety or regularity of operations, the efficiency of the service
provided, degree of compliance of the activity corresponding to the CONCESSION
HOLDER by virtue of this Contract, and the degree to which the ability of
TRANSMILENIO S.A.´ to supervise the CONCESSION HOLDER´s performance
appropriately has been impaired.

CLAUSE 123 – LIQUIDATION AND PAYMENT OF FINES

Liquidation and payment of fines imposed due to breaches of contract will be

subject to the following conditions:

123.1. TRANSMILENIO S.A. will prepare and will send to the CONCESSION
HOLDER a preliminary report of facts identified that could be considered
breach for its verification, through any of the mechanisms provided for in
this Contract.

123.2. The CONCESSION HOLDER will have three (3) business days from
receipt to present its remarks on the preliminary report to
TRANSMILENIO S.A..

123.3. Based on such remarks, or in the absence of any reply, TRANSMILENIO

S.A. will produce and will send to the CONCESSION HOLDER a detailed
report of breaches identified through any of the mechanisms provided for
in this Contract for verification, indicating the facts that constitute breach,
the condition or contractual disposition breached, the mechanisms of

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verification that give notice of the breach identifying circumstances of time

place and manner that determine it, specifying the rate or amount due in
accordance with the relevant provisions of this Contract.

123.4. Should the CONCESSION-HOLDER have any objection, it will resort

directly to mechanisms of resolution of conflicts of the contract. In this
event, TRANSMILENIO S.A. will not be able to order The TransMilenio
System funds manager to make any deduction, but it will be understood
that if the CONCESSION HOLDER is defeated, it will be compelled to pay
the principal amount plus the amount of penalty interest on the same,
calculated at the highest rate allowed by the law for the collection of
penalty interest, which will be accrued from the moment that the fact or
circumstance that caused the fine has occurred until the date of effective
payment.

123.5. Should the CONCESSION HOLDER be willing to pay the sanction

through effective payment or by offset, it will expressly so communicate
to TRANSMILENIO S.A. in writing in the next three (3) business days
following the date on which the communication that gives notice of the
breach and the amount of the sanction has been received, and benefit
from a discount equal to forty per cent (40%) of that amount, provided
that it waives in writing to the exercise of any legal remedy or action
against the imposition of the sanction. In any event, should the
CONCESSION HOLDER be willing to pay or offset the fine, taking
advantage of the benefit provided for in this Section, and later resorts to
action before the courts in order to dispute the report or communications
that have quantified or rated the fine, it will be understood that the
payment or discount realized is partial, and that the CONCESSION
HOLDER obliged to pay the difference, including interest.

Should the CONCESSION HOLDER not expressly communicate to

TRANSMILENIO S.A. in writing within the three (3) business days
following the date when the communication that gives notice of the breach
is received, the imposition and quantification of the fine, its disagreement
or acceptance of the same, it will be understood that it has accepted the
fine, but will not benefit from the discount provided for in the previous
Section. TRANSMILENIO S.A. will inform The TransMilenio System funds
manager that the fine may be demanded from the CONCESSION
HOLDER, and the amount of the same, and will order the deduction to be
made.

123.6. All fines accrued may be paid through offset, deducting their amount from
the participation that the CONCESSION HOLDER has the right to receive
as consequence of the performance of the contract. It will be the duty of
TRANSMILENIO S.A. to verify that the related deductions are effected
promptly in the payment periods of the participations provided for in this
Contract. In any event, the payment or deduction of such fines will not

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relieve the CONCESSION HOLDER of its obligation of fully compliance

with the responsibilities and liabilities that arise from this Contract.

123.7. TRANSMILENIO S.A. will inform The TransMilenio System Funds

manager that the fine may be demanded from the CONCESSION
HOLDER and the amount of the same, and will order its deduction within
the three (3) business days following the day that the report referred to in
the previous Section has been sent to the CONCESSION HOLDER. In
any event, and for all legal effects, the parties agree that this Contract
jointly with the communication that includes the calculation of the fine will
be enforceable.

CLAUSE 124 - DESTINATION OF FEES OF THE TRANSMILENIO SYSTEM

The funds collected on account of administrative fines, and 10% of the recourses
collected on account of operative fines imposed to the CONCESSION HOLDER
will constitute TRANSMILENIO S.A. income. Other funds received on account of
operational fines will be destined to the account corresponding to Phase TWO of
the Fines and Bonuses Fund.

Chapter 14 - Guarantees and Insurance

CLAUSE 125 - CONCESSION HOLDER’s PERFORMANCE GUARANTEE

The CONCESSION HOLDER will constitute a Performance Guarantee or a bank

guarantee that covers the obligations for its account derived from this Contract, in
favor of TRANSMILENIO S.A., within ten (10) business days following the
signature of this Concession Contract, issued by an Insurance Company or Bank
duly authorized to act in Colombia and to issue this type of guarantee.

CLAUSE 126 - COVER AND MINIMUM CONTENT OF THE PERFORMANCE

GUARANTEE

The CONCESSION HOLDER agrees to provide a Performance Guarantee in favor

of TRANSMILENIO S.A., with the scope and conditions that may be necessary to
cover the obligations originated from the contract, without prejudice to the minimum
content that should be included in accordance with this clause to be approved by
TRANSMILENIO S.A.

This guarantee shall be maintained in force during the whole term of the contract
and its cancellation.

The text of the Performance Guarantee will include the following express and
written consent, in the terms and scope that are indicated through additional
clauses complementary general ones of the insurance policy.

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In any event, the inclusion of clauses, provisions, or dispositions in the text of the
policy, or in any other public or private document associated or related to it that
affects, modifies, conditions, restricts, or limits the scope and content of the
following mandatory dispositions will not be admitted and me not be used in
arguments against TRANSMILENIO S.A.:

126.1. The identification of the cover of the guarantee will be expressed in the
following terms:

“Coverage of the Guarantee”

“The Guarantee bond covers the performance of the obligations

derived from the contract signed subsequent to the award of Public
Tender 007, 2002, called by TRANSMILENIO S.A., and will include
the cover against the following obligations:

126.2. Performance of obligations corresponding to the pre-operative phase,

whose duration is defined in clause 14 above, which due to its nature and
purpose should be completed prior to the beginning of the regular
operation phase of the Concession Contract, and especially but without
being limited to the following:

126.2.1. Performance of the obligation to provide a vehicle fleet of the required

specifications in accordance with the terms of the Concession Contract.
126.2.2. Performance of obligations related to the adaptation and management of
assets whose tenure it receives from TRANSMILENIO S.A., and which
are incorporated into in the concession in the terms and conditions
established in the contract.

126.3. Performance of obligations and requirements established in the contract

to certify the ownership of assets incorporated into the concession, and
the appropriate use of financial mechanisms through the constitution of
charges on them, on the conditions established in the contract.

126.4. Compliance with requirements and conditions for the timely obtaining of
the Certificate of Engagement of vehicles that form the fleet.

126.5. Performance of the obligation of paying the correspondent value of the

right of participation in the exploitation of the concession.

126.6. Performance of obligations correspondent to the regular operation phase

which duration is defined in clause 15 herein, and especially, but without
limitation, to the following:

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126.6.1. Performance of obligations related to the endowment and operation of

logic unities and communication equipment of vehicles that allow
communication with the control center of The TransMilenio System fleet.

126.6.2. Performance of the obligation of incorporating the initial fleet, as well as

increasing the fleet in the service of the System on conditions provided
for in the Concession Contract.

126.6.3. Compliance with conditions and requirements established for

replacement of the fleet.

126.6.4. Performance of the obligation to in service vehicles offered for the

concession in the proposal which was awarded contract.

126.6.5. Performance of the obligation to provide technical and regular

maintenance to vehicles during the period of the concession.

126.6.6. Performance of obligations related to the certification of the fleet

ownership, substitution of ownership, and charges on vehicles.

126.6.7. Performance of obligations related to the fleet operation assumed by the

CONCESSION HOLDER by virtue of the contract, especially, but without
limitation, to those related to the engagement and training of drivers of
vehicles, and the compliance with operational orders for the service
communicated to the CONCESSION HOLDER by TRANSMILENIO S.A.

126.6.8. Performance of obligations related to the cleaning of the stations, in

accordance with the terms established in the Concession Contract.

126.6.9. Performance of obligations related to the security of the stations, in

accordance with the terms established in the Concession Contract.

126.7. Performance of obligations related to the restitution of assets given for

administration, in accordance with the terms of the Concession Contract:

126.7.1. Performance of the obligation to revert, at the end of the concession and
in the reversion phase, operation yards delivered in administration along
with additions and improvements the CONCESSION HOLDER may have
introduced, including all property by adhesion or permanent destination
to the yards for functional purposes, in conditions and characteristics of
maintenance agreed in this Contract.

126.7.2. Compliance with the irrevocable commitment that the CONCESSION

HOLDER acquires through the Concession Contract signed on the
occasion of Public Tender 007 of 2002 called by TRANSMILENIO S.A.,
to take buses purchased on the occasion of the concession out of
circulation in the city of Bogotá, D.C. trunk routes, in the event of early

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termination of the contract, or due to the expiry of its term, regardless of

the kilometers traveled by such vehicles; this obligation includes the duty
not to allow the circulation of any TRUNK ROUTE buses in the city of
Bogotá, D.C. outside the concession granted by TRANSMILENIO S.A.

126.8. Performance of the obligation to pay the penalty clause if payable due to
breach of the contract on grounds attributable to the CONCESSION
HOLDER.

126.9. Compliance with other obligations derived from the Concession Contract.

CLAUSE 127 - SALARIES, SOCIAL BENEFITS AND INDEMNITIES

The Performance Guarantee will cover the risk of failure to comply with any
obligation related to the payment of salaries, social benefits, and indemnities of the
employees of the CONCESSION HOLDER, or its agents, contractors or
subcontractors which intervene in the development and Compliance with the
Concession Contract signed on the occasion of the award of Public Tender 007 de
2002 called by TRANSMILENIO S.A.

CLAUSE 128 – GENERAL LIABILITY POLICY

The CONCESSION HOLDER will establish an insurance policy to cover the

CONCESSION HOLDER’s obligation to assume the third-party civil liability that
could be attributed to it during performance of this Concession Contract, it being
understood that all consequences derived from deeds, actions and omissions of
the CONCESSION HOLDER and its dependants, agents, contractors, or
subcontractors are included, as well as the performance of the obligation to hold
TRANSMILENIO S.A. harmless from actions, claims, or lawsuits of any nature
derived from damages and losses caused to properties or to the life or person of
third parties directly or consequently as a result of the performance of the
Concession Contract.

CLAUSE 129 - SUMS INSURED UNDER THE PERFORMANCE GUARANTEE

The value of the Performance Guarantee should be expressed in the following

terms, in accordance with the operations yards and the size of the fleet awarded to
the CONCESSION HOLDER on the occasion of Public Tender No. 007 of 2002:

“Value of the performance cover”

The Performance Guarantee will have the maximum cover that corresponds to the
size of the fleet awarded, and in accordance with the appropriate phase of the
contract, as expressed in the following chart:

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Sum Insured, performance cover:

SIZE OF THE PRE- REGULAR REVERSION

FLEET OPERATING OPERATION PHASE
PHASE PHASE
105 US$ US$ 2,000.000.00 US$
2,600.000.00 2,000.000.00
126 US$ US$ 2,400.000.00 US$
3,100.000.00 2,200.000.00

The sum insured contains the following sub-limits which are non-cumulative. The
insurer’s liability will not be in excess of the maximum value of the cover.

129.1. Sub-limits of cover in the pre-operating phase:

129.1.1. If the breach that gives rise to the enforcement of the policy is produced
due to a failure to provide, in accordance with the specifications required,
both the initial fleet offered in the successful bid for Public Tender No.
007 of 2002 called by TRANSMILENIO S.A. and the fleet that the
Concession Contract obliges the CONCESSION HOLDER to incorporate
into the service, the guarantee may be called up to the peso equivalent
of TEN THOUSAND UNITED STATES DOLLARS (US$10,000.00),
calculated in accordance with the market reference rate certified by the
competent authority on the date of payment of the guarantee per vehicle
that the CONCESSION HOLDER does not incorporate to the operation.

129.1.2. If the breach that originates the enforcement of the policy is produced
due to failure to perform obligations and requirements established in the
contract for the certification of the ownership of vehicles incorporated
into the concession, the substitution of ownership of the vehicles, and
the appropriate use of financial mechanisms through the constitution of
encumbrances on them, on conditions established in the contract, the
policy may be called up to the peso equivalent of TEN THOUSAND
UNITED STATES DOLLARS (US$10,000.00), calculated in accordance
with the market reference rate certified by the competent authority on the
date of payment of the guarantee per vehicle that originates the breach.

129.1.3. If the breach that originates the enforcement of the policy is produced
due to non-performance of obligations and requirements established in
the contract for the certification of the ownership of vehicles incorporated
in the concession, the substitution of ownership of the vehicles, and the
appropriate use of financial mechanisms through the constitution of
encumbrances on them, on conditions established in the contract, the
policy may be called up to the peso equivalent of TEN THOUSAND
UNITED STATES DOLLARS (US$10,000.00.), calculated in accordance
with the market reference rate certified by the competent authority on the

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date of payment of the guarantee for each vehicle that originates the
breach.

129.1.4. If the breach that originates the enforcement of the policy is produced
due to failure to comply with requirements and conditions for the
opportune obtainment of the Certificate of Engagement of vehicles that
form the fleet, the policy may be called up to a value equal to TEN
THOUSAND UNITED STATES DOLLARS (US$10,000.00.), calculated
in accordance with the market reference rate certified by the competent
authority on the date of payment of the guarantee for each vehicle that
originates the breach.

129.1.5. If the breach that originates the enforcement of the policy is produced
due to non-performance of obligations related to the administration of
assets whose possession it receives from TRANSMILENIO S.A. and that
are engaged in the concession, the policy may be called up to the peso
equivalent of ONE HUNDRED THOUSAND UNITED STATES
DOLLARS (US$100,000.00), calculated at the market reference rate
certified by the competent authority on the date of payment of the
guarantee.

129.2. Sub-limits of cover in the regular operation phase:

129.2.1. If the breach that originates the enforcement of the policy is produced
due to failure to perform the obligation to provide the fleet to
specifications initially offered in the successful bid for Public Tender No.
007 of 2002 called by TRANSMILENIO S.A., or the fleet which, by virtue
of the Concession Contract, the CONCESSION HOLDER is obliged to
incorporate into the service, the policy may be called up to the peso
equivalent of TEN THOUSAND UNITED STATES DOLLARS
(US$10,000.00.), calculated in accordance with the market reference
rate certified by the competent authority on the date of payment of the
guarantee for each vehicle that originates the breach.

129.2.2. If the breach that originates the enforcement of the policy is produced
due to non-performance of obligations and requirements established in
the contract for the certification of the ownership of vehicles incorporated
into the concession, the substitution of ownership of vehicles, and the
appropriate use of financial mechanisms through the constitution of
encumbrances on them, in conditions established in the contract, the
policy may be called up to the peso equivalent of TEN THOUSAND
UNITED STATES DOLLARS (US$10,000.00), calculated in accordance
with the market reference rate certified by the competent authority on the
date of payment of the guarantee for each vehicle that originates the
breach.

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129.2.3. If the breach that originates the enforcement of the policy is produced
due to failure to comply with the requirements and conditions for the
timely obtaining of the Certificate of Engagement of the vehicles that
form the fleet, the policy may be called up to the peso equivalent of TEN
THOUSAND UNITED STATES DOLLARS (US$10,000.00), calculated in
accordance with the market reference rate certified by the competent
authority on the date of payment of the guarantee for each vehicle that
originates the breach.

129.2.4. If the breach that originates the enforcement of the policy is produced
due to non-performance of obligations of conservation and correct
operation of the fleet of the CONCESSION HOLDER in the performance
of the Concession Contract, the policy may be called up to the peso
equivalent of TEN THOUSAND UNITED STATES DOLLARS
(US$10,000.00), calculated in accordance with the market reference rate
certified by the competent authority on the date of payment of the
guarantee for each vehicle that originates the breach.

129.2.5. If the breach that originates the enforcement of the policy is produced
due to failure to comply with the remaining liabilities of the operative
phase and related ones with the operation of the concession, the policy
may be called up to the peso equivalent of the maximum sum insured as
established in accordance with the size of the fleet awarded, calculated
at the market reference rate certified by the competent authority on the
date of payment of the guarantee.

129.3. Sub-limits of cover in the reversion phase:

129.3.1. If the breach that originates the enforcement of the policy is produced
due to non-performance of the obligation to effect reversion of assets
delivered in administration in the terms of the Concession Contract, the
policy may be called up to the peso equivalent of ONE MILLION FIVE
HUNDRED THOUSAND UNITED STATES DOLLARS
(US$1,500.000.00), calculated at the market reference rate certified by
the competent authority on the date of payment of the guarantee.

129.3.2. If the breach that originates the enforcement of the policy is produced
due to failure to comply with the irrevocable commitment that the
CONCESSION HOLDER agreed in the Concession Contract signed on
the occasion of Public Tender 007 of 2002 called by TRANSMILENIO
S.A. to take buses out of circulation in the city of Bogota, D.C. trunk
routes, in any event of early termination or expiry of the contract,
regardless of the kilometers traveled by such vehicles, the policy may be
called up to the peso equivalent of TEN THOUSAND UNITED STATES
DOLLARS (US$10,000.00), calculated at the market reference rate
certified by the competent authority on the date of payment of the

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guarantee per vehicle that has not been taken out of service within the
term provided and that originates the breach of that obligation.

129.4. Sub-limits to the cover applicable to all phases:

129.4.1. If the breach that originates the enforcement of the policy is produced
due to failure to comply with any of the remaining liabilities originating in
the Concession Contract, either due to its execution, performance or
liquidation, the policy may be called up to a value in pesos equal to TEN
THOUSAND UNITED STATES DOLLARS (US$10,000.00), calculated at
the market reference rate certified by the competent authority on the
date of payment of the guarantee.

129.1.1. If the breach that originates the enforcement of the policy is produced
due to failure to comply with the payment of the penalty clause, If this
one becomes callable in accordance with the terms of Clause 172 of this
Contract, the policy will be called for a value in pesos equal to ONE
MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS
(US$1,500.000.00), calculated at the market reference rate certified by
the competent authority on the date of payment of the guarantee.

CLAUSE 130 – VALUE OF SALARIES, SOCIAL BENEFITS AND INDEMNITIES COVER

If the breach that originates the enforcement of the policy is produced due to non-
performance of the obligation to pay salaries, social benefits and indemnities of
employees which intervene in the performance of this Contract, the policy may be
called up to the value determined in accordance with the size of the fleet awarded
to the CONCESSION HOLDER on the occasion of Public Tender No. 007 of 2002,
expressed in the following chart:

Salaries and Social Benefits Coverage

SIZE OF THE FLEET SUM INSURED

105 US $ 600,000.00
126 US $ 700,000.00

The value of the cover will be the same in all phases of the contract.

This cover will be in force for the duration of the Concession Contract and three (3)
years more.

CLAUSE 131 – GENERAL (CIVIL) LIABILITY

The Liability policy will have a sum insured of the peso equivalent of TWO
MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS

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(U$2,500,000), calculated at the market reference rate certified by the competent

authority on the date that the policy is established, to be in force for the term of the
Concession Contract and three (3) years more.

CLAUSE 132 - ALTERNATIVE VALIDITIES OF THE POLICY

Notwithstanding the obligation of CONCESSION HOLDER to maintain a

Performance Guarantee and a liability policy in force during the whole life of the
contract, complying with all conditions and cover referred to in previous clauses of
this Contract, the CONCESSION HOLDER may provide policies or bank
guarantees for performance and general liability in force for a term shorter than
that of the contract, provided that its successive periods of validity cover the total
duration of the contract. To access this privilege, the following conditions should be
observed, in accordance with the established in Order 280/2002 regulating Law
80/1993:

132.1. The CONCESSION HOLDER will certify to TRANSMILENIO S.A., through

certification issued by the Superintendency of Banks, that there are no
Performance Guarantees in the market that offer cover for Concession
Contracts on conditions provided for in Decree 679/94, regulating Law
80/93.

132.2. The Performance Guarantee and the liability policy, may be constituted for
an initial period equal to that of the pre-operative phase plus four (4)
months, the scope of the cover being the performance of the obligations
of that phase and enforceable during the same. The cover will therefore
include obligations under Clause 126 hereof, Sections 126.2, 126.2.1,
126.2.2, 126.3, 126.4, 126.5, 126.8, and 126.9.

132.2.1. The cover of Salaries and Social Benefits may be established for a
period of validity equal to the pre-operative phase plus three years.

132.2.2. The pre-operative phase will begin on the date the contract comes into
effect and will end on October 30, 2003. If TRANSMILENIO S.A.
determines a later date, the scope of cover and its validity will be
adjusted.

132.2.3. Once the pre-operative phase has ended, in accordance with the date
established by TRANSMILENIO S.A. as the beginning of the regular
operation phase, the scope of cover and validity will be adjusted.

The Performance Guarantee cover during the regular operation phase

should include the scope expressed in Clause 126 above, in Sections
126.6, 126.6.1, 126.6.2, 126.6.3, 126.6.4, 126.6.5, 126.6.6, 126.6.7,
126.6.8, 126.6.8, 126.8, 126.9.

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Once the regular operation phase has ended and the reversion phase
has begun, the scope of Performance Guarantee cover should include
the terms of Clause 126 above, Sections 126.7, 126.7.1., 126.7.2, 126.8,
and 126.9.

132.3. Cover in force during the phases of the Concession Contract will comply
with the following conditions:

132.3.1. Policies may not be valid for less than three years plus four months,
starting from the date of initial validity (Performance Guarantee and
Liability policy).

132.3.2. The cover for the Salaries and Social Benefits may be for two years plus
three years from the date of initial validity.

132.3.3. When the policies provided have a validity shorter than the duration of
the contract, the CONCESSION HOLDER will submit any of the
following three documents to the consideration and approval of
TRANSMILENIO S.A., three (3) months prior to the expiry date:

132.3.3.1 Extensions or renewals of policies in force, for a period not less than
three (3) years plus four (4) months for the Performance Guarantee and the
Liability policy, and for a period not less than two (2) years plus three (3) years for
cover for Salaries and Social Benefits.

132.3.3.2 New policies with validity of not less than three (3) years plus four (4)
months for the Performance Guarantee and the Liability policy, and of two (2)
years plus three (3) years for the Salaries and Social Benefits.

132.3.3.3 One or more bank guarantees with a validity not less than three (3) years
plus four (4) months for the Performance Guarantee and the Liability policy and of
two (2) years plus three (3) years for the Salaries and Social Benefit cover.

Such guarantees will comply with all conditions and requirements required
for such documents in this Contract, and will take effect on the next calendar
day following that on which the validity of the policies that are renewed,
extended or replaced expire, with no interruption of continuity.

132.4. If the CONCESSION HOLDER does not provide any of the three documents
previously mentioned with the advance notice mentioned in the previous
sub-section, due to a supervening impediment to doing so, certified by the
Superintendency of Banks, in which it is stated that there are no
guarantees offered in the market on the conditions provided in Decree
679/94, this omission will be cause for termination of the contract, falling
within the terms of Clause 152 below, without prejudice to the fact that, in
such event, neither the penalty clause foreseen in clause 172 nor the

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Performance Guarantee will be enforced, in accordance with the terms of

Decree 280/2002.

The liquidation of the contract will proceed in accordance with the terms of
Chapter 18 of this Contract.

132.5. Should the CONCESSION HOLDER send new policies to TRANSMILENIO

S.A. in advance as required, TRANSMILENIO S.A. will assess them and
will give its approval in the next thirty (30) calendar days after the date on
which they were delivered to it. If within that time TRANSMILENIO S.A.
does not make a pronouncement on the conditions of the policies, the
CONCESSION HOLDER will request the express and written approval of
TRANSMILENIO S.A.

132.6. Should TRANSMILENIO S.A. find in its review that policies should be
complemented, amended or corrected, it will so inform the CONCESSION
HOLDER, within the time provided in the preceding sub-section for the
approval of policies, allowing no longer than fifteen (15) calendar days to
provide corrected policies, in accordance with objections made.

132.7. Should the policies not be returned with the appropriate corrections within
the time allowed for amendment, complementation, or correction of
policies, the terms of Section 134.6 below will apply.

CLAUSE 133 - APPROVAL OF POLICIES AND GUARANTEES

The insurance company that issues the policy will contract re-insurance as
necessary for the risks covered, in accordance with applicable provisions of law,
with one or several re-insurers that have an international rating of at least BBB+ or
equivalent, as a condition of approval of the insurance policies established in this
chapter.

133.1. TRANSMILENIO S.A. will be allowed five (5) business days from the date of
delivery of policies to TRANSMILENIO S.A. to check the Performance
Guarantee and the Liability Policy that the CONCESSION HOLDER
delivers, with general and particular terms and conditions, cover notes of
re-insurers, and the certification of the rating of re-insurers. Should they
comply with all requirements, it will approve the policy.

133.2. If TRANSMILENIO S.A. finds that the policy does not comply with
requirements of this Contract, it will so advise the CONCESSION
HOLDER in writing within the time allowed for the examination and
approval of the policy, indicating details of conditions that do not match
the requirements of this Contract.

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133.3. If TRANSMILENIO does not respond within the established term, the
CONCESSION HOLDER will request the express and written approval of
TRANSMILENIO S.A.

133.4. The CONCESSION HOLDER will have a time limit of a maximum ten (10)
business days from the date of the communication of TRANSMILENIO
S.A. that includes observations on the Performance Guarantee or the
Policy is delivered to correct it and send it back to TRANSMILENIO S.A.
Failure to comply with this term will constitute breach on the part of the
CONCESSION HOLDER, and will entail a call on the Bid Bond attached
to the bid under the Public Tender process in which it is the successful
bidder.

CLAUSE 134 - MOTOR VEHICLE INSURANCE

The CONCESSION HOLDER will take motor vehicle insurance to protect TRUNK
ROUTE buses forming the fleet used in the trunk route operation of The
TransMilenio System.

The CONCESSION HOLDER will deliver copies of the policy (ies) that cover each
vehicle to TRANSMILENIO, on the date of engaging of them, and yearly, a copy of
renewal of the same or new policies.

All vehicles that form the CONCESSION HOLDER’s fleet will carry Colombian
Mandatory Car Insurance and Liability Insurance and Third Party Liability
Insurance, in conditions established by the competent authority.

CLAUSE 135 – INSURANCE ON REAL ESTATE FORMING OPERATIONS YARDS

The CONCESSION HOLDER will take out an insurance policy that covers damage
and losses of real estate used for operations yards including movable assets,
furniture, fittings and machinery inside the same.

Chapter 15 – Takeover of the Concession

CLAUSE 136 – TAKEOVER

If TRANSMILENIO S.A. declares early termination of the contract due to grounds

attributable to the CONCESSION HOLDER or upon expiry of the Contract,
TRANSMILENIO S.A. will directly or indirectly take over the concession through
the guarantor of the CONCESSION HOLDER.

CLAUSE 137 – AUTHORIZATION OF TAKEOVER BY THE GUARANTOR

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The takeover will be approved expressly, in advance and in writing, by

TRANSMILENIO S.A. The authorization will only be in order when conditions
provided for in this Contract are satisfied, and when the guarantor of the Contract
which takes over the concession, guarantees to TRANSMILENIO S.A. that the
contract will be correctly performed, during which time, it will have the status of a
concession-holder.

When the guarantor wishes to take the concession over, it will request
authorization from TRANSMILENIO S.A., taking account of the following pre-
requisites:

137.1. The request to TRANSMILENIO S.A. will be in writing.

137.2. In its request, the guarantor will undertake to TRANSMILENIO S.A. to

perform the Contract, assuming the rights, obligations, and interests, of
the CONCESSION-HOLDER and requesting assignment to a new
CONCESSION HOLDER, which will be selected by TRANSMILENIO S.A.
through a Public Tender that will take place once the takeover of the
concession is approved. In any event, TRANSMILENIO S.A .´s rights will
not be affected by the takeover.

137.3. The guarantor will provide the same assurances and guarantees that were
required of the CONCESSION HOLDER for the formalization of this
Contract, and will order the measures to be taken in order to guarantee
appropriate satisfaction of conditions of suitability, including the possible
sub-contracting of certain activities with third parties. These third parties
should at least have the experience required of bidders which took part in
Public Tender 007 of 2002 that originated this Contract.

CLAUSE 138 - PROCEDURES

138.1. TRANSMILENIO S.A. will have a thirty (30) business days, counted from the
date of filing of the request, to express its acceptance of the intention
stated by the guarantor of the CONCESSION HOLDER to take over the
concession.

138.2. TRANSMILENIO S.A. may, on one occasion only, request information in

addition to that initially required, within the time initially assigned to reply
to the request, and that term will be interrupted until the complete
requested information is filed.

138.3. Should TRANSMILENIO S.A. find that objective requirements for the
takeover to proceed are not met, it will notify the guarantor within the
same term, expressly indicating the reason for its refusal.

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138.4. The guarantor may remedy the situation on which TRANSMILENIO S.A.
bases its reasons for denying acceptance, and will accredit that it has
done so within the next thirty (30) business days.

138.5. Within the next thirty (30) business days, TRANSMILENIO S.A. will
communicate its acceptance, if the situation that was notified as reason
for denying acceptance has been remedied, and it may not make fresh
objections, i.e. objections not expressed during the first review period
allowed when studying acceptability of the takeover.

138.6. Within ten (10) business days following the notification of acceptance by
TRANSMILENIO S.A., the financial creditor or insurance company will
effect the assignment of this Concession Contract with the CONCESSION
HOLDER.

138.7. If after expiry of the time limit there is no pronouncement on the part of
TRANSMILENIO S.A., it will be understood that the takeover is not in
order.

Once the assignment of the Concession Contract to the guarantor of the

CONCESSION HOLDER is effected, on the conditions provided for in this
Contract, TRANSMILENIO S.A. will call a Public Tender process for the selection
of a new CONCESSION HOLDER, to which the guarantor will be obliged to assign
the Concession Contract on the date and subject to the conditions that
TRANSMILENIO S.A. determines.

The provisions of this Contract with respect to the reversion of assets incorporated
into the concession will be observed in the assignment of the Concession Contract
to the guarantor of the CONCESSION HOLDER, and during the subsequent
assignment of the Contract from it to the new CONCESSION HOLDER selected by
TRANSMILENIO S.A. through Public Tender process.

CLAUSE 139 – ASSIGNMENT OF THE CONTRACTUAL POSITION

The assignment will only be allowed in favor of a third party subject to express and
written approval from TRANSMILENIO S.A., which may not provide that approval if
the following minimum requirements are not satisfied:

139.1. That the assignor complies with conditions for bidders given in Tender 007/
2002.

139.2. That the assign expressly accepts obligations derived from the transfer of its
contractual position, in the terms and with the scope provided for in this
Contract, and agrees to sign the related assignment document where it
expressly includes its several responsibility.

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139.3. That the status of assign does not affect the legal capacity or the minimum
equity, or the minimum experience required of the CONCESSION
HOLDER, and in general, that the assign complies with conditions and
guarantees that were required of the CONCESSION HOLDER in Public
Tender No. 007 of 2002.

139.4. That the assign agrees not to modify its corporate ownership or share
composition as CONCESSION HOLDER, during the first five years of
duration of the contract assigned, except for capital increases in
conditions provided for in this Contract.

139.5. That the assign agrees that it will not modify nor to reduce the participation
of transporter-owners in the CONCESSION HOLDER, during the first five
years of duration of the contract assigned.

If the CONCESSION HOLDER is a consortium or temporary union, it will not allow

the assignment of the participation of one member of the group in favor of another.

Chapter 16 – Abuse of a Dominant Position and Unfair Competition

CLAUSE 140 - ABUSE OF A DOMINANT POSITION PROHIBITED: REGULATIONS

THAT PROTECT FREE COMPETITION

The CONCESSION HOLDER may not engage in the abuse of a dominant position
or the use of collusion and other practices that restrict free competition in this
concession and/or in conjunction with new concessions that could be awarded as a
result of Public Tenders that may be called in the future relative to The
TransMilenio System, and in general it may not engage in any kind of practice that
implies the restriction of free competition or the abuse of a dominant position, in
terms of Decree 2153/2002, and Law 256/1996, and other norms that regulate the
matter.

It will be understood, in any event, that any agreement, covenant, or practice of

any kind, or discriminatory treatment with respect to some users in comparison to
others, or with respect to the rest of the CONCESSION-HOLDERS of The
TransMilenio System, and in general, any factor that affects the free use of the
service on the part of every member of the public on equal conditions, will
constitute an abuse of a dominant position or a practice which restricts free
competition.

It is presumed that the CONCESSION HOLDER, alone or jointly with other

concession holders or operators, has engaged in any of these prohibited practices
when, because of circumstances in which the conduct is committed, it is ideally
suited to the maintenance of or increase in a share of the TransMilenio System by
the person which commits it or by a third party, if it is contrary to regular
commercial practice, to the principle of good faith in business, to honest custom in

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industry or commerce, or when it is designed to affect, or when it does affect, the

freedom of decision of the user, or free competition in the rendering of the service,
or when it affects the rendering of the public service through The TransMilenio
System, on the conditions provided in this Contract.

CLAUSE 141 – PROHIBITED PRACTICES

In order to avoid abuse of the dominant position that the CONCESSION HOLDER
may come to commit based on this Concession Contract and/or this Contract
jointly with concessions that may be granted as a result of tenders that may be
called in the future, and/or of this Contract jointly with other concessions granted to
other CONCESSION-HOLDERS within The TransMilenio System, and with the
objective of protecting the right to free competition, the CONCESSION HOLDER
may not, amongst other things, engage in the practices described below.

CLAUSE 142 –AGREEMENTS RESTRICTING FREE COMPETITION

The formalization of contracts, covenants, agreements or practices in concert with

other CONCESSION-HOLDERS or with supplies distributors, whose object or
effect is:

142.1. To allocate markets among producer concession - holders or distributors.

142.2. To allocate quotas for the exploitation of the service.

142.3. To allocate, distribute or limit sources of necessary supplies.

142.4. To limit technical developments.

142.5. To collude in Public Tenders and contests, and to share out competitions or
fix the terms of bids in processes related to the TransMilenio System.

142.6. To prevent third parties from accessing selection processes related to the
TransMilenio System.

CLAUSE 143 –ACTS WHICH RESTRICT FREE COMPETITION

Performing acts which object or effect is:

143.1. To breach advertising rules included in the Consumer Protection Statute.

143.2. To influence potential bidders in selection processes related to The

TransMilenio System, for them to increase their prices or to abandon any
intention of cutting them.

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143.3. To create confusion with other systems of transportation in the city of

Bogotá, D.C. and its area of influence.

143.4. To mislead the public in relation to the activity of other providers of transport
services.

143.5. To use or disclose incorrect or false indications or statements, omitting true

statements and discrediting the activity of other providers of transport
services in the city of Bogotá, D.C. and its area of influence, unless they
are exact, true, and relevant.

143.6. To make unlawful profit from advantages of the industrial, commercial, or

professional reputation of the holders of other concessions, or of The
TransMilenio System, for its own benefit or that of another.

143.7. To disclose or exploit industrial secrets or any other kind of business secret
to which it has legitimate access but with a duty of confidentiality or
unlawfully, with no authorization of its owner.

143.8. To inducing employees, suppliers, clients, and other obliged parties to

violate basic contractual duties they have acquired with the rest of
CONCESSION-HOLDERS, when knowingly used to promote the
expansion of a sector of industry or enterprise in general, or accompanied
by circumstances such as deceit, the intention of eliminating or adversely
affecting a competitor, or other analogous intentions.

143.9. To adopt practices designed to deprive the holder of other concessions of

The TransMilenio System of its trustworthy employees.

CLAUSE 144 - CONDUCTS WHICH DO NOT RESTRICT FREE COMPETITION

The following conduct will not be taken as contrary to free competition:

144.1. Conduct whose purpose is to secure cooperation in research and

development of new technology, processes, or similar.

144.2. Conducts that refers to procedures, methods, systems, and ways of use of
common facilities.

CLAUSE 145 – PRACTICES THAT IMPLY ABUSE OF A DOMINANT POSITION

The following are considered to be an abuse of a dominant position:

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145.1. Discrimination that puts one user at a disadvantage compared to another in

analogous conditions.

145.2. The rendering of the service of transportation on different conditions in order

to eliminate the competition in The TransMilenio System.

145.3. Preventing third parties which are potential bidders from participating in
future Public Tenders.

145.4. Cutting prices or the economic proposal to below cost, when the objective is
to eliminate one or several competitors, or to prevent them from entering
the market or expanding.

145.5. Subjecting the performance of obligations acquired through the Concession

Contract to the granting of additional benefits, or rights or advantages not
established in the Concession Contract signed with TRANSMILENIO S.A.

145.6. Merging or acquiring any other structural change to the dominant enterprise
or around it, when such actions increase its dominant position and
substantially restrict the margin remaining to the competition.

CLAUSE 146 - PROCEDURE

If the CONCESSION HOLDER engages in any of the practices mentioned in the

previous clause or in any other that may constitute an action contrary to free
competition, or that constitute an abuse of a dominant position, TRANSMILENIO
S.A. may impose fines in accordance with the terms of Clause 119 above. In the
event of a dispute, the first instance will be for direct settlement proceeding
described in this Contract. If that disagreement persists, the parties will resort to
the procedures given in the law.

TITLE 13 – TERM OF THE CONCESSION

Chapter 17 – Term of the Contract

CLAUSE 147 – DURATION OF THE REGULAR OPERATION PHASE

The regular operation phase will have duration up to the earlier of (15) years from
the Initiation Date and the moment that the fleet completes an average of 850.000
Km. The average distance traveled by the fleet will be calculated with the following
formula:

 Km  850.000 * F
i 1
n

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Where

n: number of the month in which the calculation is made, from the beginning
of regular operations.

kmi = kilometers effectively planned and traveled by the operator during

month i of the concession.

Fn = size of the fleet engaged in the operator’s service during month n (not
including the reserve fleet).

At the end of this phase, An Act of Completion of the regular operation phase will
be signed.

However, the real term of the execution of the regular operation phase of this
Contract will be reduced in the event of early termination. Likewise, the term of
execution of the regular operation phase may be prolonged should there be total
suspension of the Contract, or whenever situations that significantly affect the
conditions of performance of the contract in such a way that such an extension
becomes necessary for the preservation of the contractual equilibrium.

Alterations, delays, or extra-costs in any phase of the contract will not be a cause
for the extension of the term of performance of the regular operation phase.

For all legal effects, and especially for the interpretation of provisions of contract in
which a specific number of years of the concession is referred to, the word “year”
will be understood as the period of twelve consecutive and sequential months from
the date of the beginning of the regular operation phase of the concession.

Chapter 18 – Termination of the Contract

CLAUSE 148 – EARLY TERMINATION OF THE CONTRACT

The Concession Contract will ordinarily terminate due to expiry of its validity, in
accordance with Clause 13, and before that time (early termination) in the following
events:

148.1. If the CONCESSION HOLDER is disqualified, in the terms of the contract, or

is unable to assign the contract in the face of supervening disqualification.

148.2. If the Contract is declared void by a competent authority.

148.3. If TRANSMILENIO S.A. has declared forfeiture of the Contract in

accordance with the terms of the same.

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148.4. If TRANSMILENIO S.A. terminates the contract unilaterally in accordance

with the provisions of the law and of this Contract.

148.5. Due to acts of God, or acts of a third party that make the performance of the
contract impossible for either of the parties.

148.6. If either party has requested early termination of the Contract, due to the
suspension of the performance of the same during a continuous period of
more than six (6) months.

148.7. In this event, the party that requests the early termination will notify the other
party in writing, not less than two (2) months in advance of the date on
which early termination is to take effect. Should the other party not accept
early termination, the party which requests it may resort to the means of
solution of conflicts available under this Contract.

148.8. At the request of either party, due to breach of contract attributable to the
other, if such breach of contract generates the possibility of requesting
early termination in accordance with the terms of the Contract.

148.9. By mutual consent between the parties.

148.10. Due to other causes provided for in this Contract.

CLAUSE 149 – EARLY TERMINATION DUE TO CAUSE OR BREACH OF CONTRACT

ATTRIBUTABLE TO THE CONCESSION-HOLDER

TRANSMILENIO S.A. may terminate this Contract unilaterally for the following
reasons, in addition to those provided for in the law:

149.1. Due to voluntary or mandatory liquidation or dissolution of the

CONCESSION HOLDER.

149.2. If the CONCESSION HOLDER merges, spins off or transforms its corporate
nature without TRANSMILENIO S.A.’s prior, express and written
authorization.

149.3. If, in the case of a corporate entity, its shareholders or partners sell, transfer,
or in any way produce a change in the ownership of the entity affecting
more of ten per cent (10%) of outstanding shares or capital quotas,
without the prior, express and written authorization of TRANSMILENIO
S.A., which may deny it if it considers that the merger, spin-off or
[transaction] impairs the quality of the CONCESSION HOLDER.

149.4. If the CONCESSION HOLDER does not comply with or breaches provisions
of contract as a consequence of the following:

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149.4.1. Any breach of its obligations that jeopardizes the correct, permanent and
continuous rendering of the public service of transportation through the
TransMilenio System, in conditions of safety for users.

149.4.2. The lack of establishment, renewal, or topping-up of the amount of the

Performance Guarantee.

149.4.3. For other reasons provided in this Contract that allow early termination of
the same.

CLAUSE 150 - EARLY TERMINATION DUE TO CAUSE OR BREACH OF CONTRACT

ATTRIBUTABLE TO TRANSMILENIO S.A.

The CONCESSION HOLDER may request an early termination of the contract if

TRANSMILENIO S.A. is in serious breach of its contractual obligations. The
severity of that breach will be previously qualified by the judge of this Contract,
taking account the objectives of the same, the purpose of the public service being
provided and the general interest.

CLAUSE 151 - COMPENSATION FOR EARLY TERMINATION

The parties agree that, within the sums provided for herein for compensation and
guarantees, mutual indemnities for damages resulting from the early termination
hereof, including but not limited to consequential damage, loss of profits, direct,
indirect and subsequent damages, present and future and losses or business
interruptions, etc. future and present, are understood to be included.

If due to early termination there arise liabilities for account of TRANSMILENIO S.A.
and in favor of the CONCESSION HOLDER, TRANSMILENIO S.A. may chose,
subject to the approval of CONCESSION HOLDER creditors, and prior compliance
with legal requirements, to assume the liabilities of the CONCESSION HOLDER on
the same terms agreed by it and its creditors, excluding sanctions, fees, or similar
that may had been accrued against the CONCESSION HOLDER and in favor of its
creditors. In this case, the current balance of the credits assumed by
TRANSMILENIO S.A. will be deducted from the sum due to the CONCESSION
HOLDER.

In the event of direct payment to the CONCESSION HOLDER due to early

termination, TRANSMILENIO S.A. will have a term of 18 months to pay 50% of the
due sum and one year to pay the balance, without interest.

When a payment obligation by CONCESSION HOLDER arises in favor of

TRANSMILENIO S.A., due to early termination hereof, the CONCESSION

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HOLDER will pay this sum from the funds available in the escrow which manages
the System’s funds.

If the funds in escrow are not enough, the CONCESSION HOLDER will have a
term of 18 months to pay 50% of the due sum and one year to pay the balance.

CLAUSE 152 – TERMINATION DUE TO FORCE MAJEURE

Either party may request early termination of the contract when, due to events of
force majeure, compliance with any of the underlying obligations agreed herein is
impossible.

In such event, neither party shall be liable for any indemnity to the other.

CLAUSE 153 – MUTUALLY AGREED TERMINATION BETWEEN THE PARTIES

The parties may terminate the Concession Contract by mutual consent.

For this purpose, mutual consent is understood as the written, clear, express, and
unambiguous statement of each contracting party’s intention to cease the effects
hereof and to release the other contracting party of the obligations which may have
assumed on its behalf. In this case, the parties will, in accordance with contract’s
termination, agree on indemnities, if any.

In no event the will it be assumed that either of the parties is willing to accept the
effect of this clause will be assumed.

CLAUSE 154 – CONTINUITY OF SERVICE

Whatever the cause for early termination, the CONCESSION HOLDER will , at
TRANSMILENIO S.A.´s election, continue to perform the object of the concession
for a minimum period of one year, such that during this time, TRANSMILENIO S.A.
performs all acts required in order to ensure that a third party assumes the
obligations of the CONCESSION HOLDER and all those it considers necessary,
and the CONCESSION HOLDER will be obliged to transfer this concession
contract to the person nominated by TRANSMILENIO S.A. and to deliver the
infrastructure received in administration to the new contractor, without prejudice to
any indemnities due if termination is due to a cause attributable to
TRANSMILENIO S.A.

CLAUSE 155 – PROCEDURE FOR EARLY TERMINATION OF THE CONCESSION

CONTRACT

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The early termination of the Concession Contract will be subject to the following
procedure:

155.1. When one of the contracting parties intends to terminate this Contract due to
the occurrence of any cause provided for this purpose and which itself is
not a breach of any contractual provision which involves a serious risk for
the provision of the mass transport service or puts the community at risk,
will indicate so in writing to the other contracting party, which will have 30
business days for accepting termination, in which case, a document will
be signed to terminate the concession contract and, in this case, the
parties will set up the conditions for termination.

155.2. If no agreement is reached, or if the contracting party which indicated its

intention does not receive any reply from the other contracting party, then,
the conflict solution mechanism provided for in this Contract will be used.

155.3. When any of the causes foreseen for early termination of the concession
contract arises and which itself is not a breach of any of the contractual
provisions which involves serious risk for the provision of the service or
puts the community at risk, TRANSMILENIO S.A. may, at its discretion,
grant the CONCESSION HOLDER in breach a period of 6 months from
the date of notice of the breach, to solve the situations which gave rise to
the early termination, and this period is understood granted without
prejudice to the validity and enforceability of the sanctions and fines
provided for herein for breach thereof.

155.4. If this period expires and the cause which gave rise to the early termination
has not been remedied, this Contract will terminate, will be liquidated and
the corresponding indemnities will be paid, as provided for in this
Contract.

155.5. In any event, the CONCESSION HOLDER will be obliged to continue

operating for an additional period of maximum six (6) months while
TRANSMILENIO S.A. contracts another operator of the System, should
TRANSMILENIO S.A. orders it.

155.6. When, according to the clauses of this Contract, there is breach of

contractual provisions attributable to the CONCESSION HOLDER,
considered as serious breach and which is a cause of early termination
hereof, the procedure described in the above clause will be omitted, and
notice from TRANSMILENIO S.A. to the CONCESSION HOLDER stating
the condition or contractual provision giving rise to early termination will
be sufficient.

155.7. Upon termination, payments of the indemnities due according to this clause
will be made, without prejudice that TRANSMILENIO S.A. may enforce
the penalty clause, taking account of damages caused.

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155.8. In any event, the CONCESSION HOLDER is obliged to continue operating

for an additional period of maximum six (6) months, pending
TRANSMILENIO S.A. to contract another trunk route operator if
TRANSMILENIO S.A. deems convenient.

Chapter 19 – Reversion Phase

CLAUSE 156 – OBLIGATION TO REVERT ASSETS GIVEN IN ADMINISTRATION

At the end of the concession, the CONCESSION HOLDER will return and revert to
TRANSMILENIO S.A. the assets given in administration, together with their
improvements and additions, including property by adhesion or property with
permanent destination, and will not give rise to the payment of indemnity or
compensation of any kind.

Also, the CONCESSION HOLDER will return assets in the event of early
termination due to any causes provided for herein.

CLAUSE 157 – SPECIAL OBLIGATIONS OF THE CONCESSION HOLDER

REGARDING REVERSION

The CONCESSION HOLDER will comply with the following obligations:

157.1. To return to TRANSMILENIO S.A. the operation yards, property and

equipment according to the record of assets to be reverted and returned,
certified by TRANSMILENIO S.A. and to the latest record of the same, in
adequate conditions of use and regular operation.

157.2. To supply in updated form, the manuals which the CONCESSION HOLDER
has used in furtherance and execution of the concession.

157.3. To deliver original guarantees of equipment incorporated as property by

adhesion or permanent destination property such as improvements to the
operation yards, from the manufacturers, provided these are in force.

CLAUSE 158 – PROPERTY TO BE RESTORED

The following property will be restored:

158.1. Property given in administration and property which has been replaced or
substituted and incorporated to the same property as property by
adhesion or permanent destination.

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158.2. Additions and improvements which the CONCESSION HOLDER has

incorporated to the operation yards given in administration.

158.3. Documentation, guarantees, and manuals of equipment included in the

infrastructure.

CLAUSE 159 – SPECIFICATIONS OF EQUIPMENT TO BE RESTORED

Upon termination of this Contract, the CONCESSION HOLDER, will return to

TRANSMILENIO S.A. or to the person it designates, in adequate operating
condition for the provision of public transport services.

It will be understood that infrastructure and equipment given in administration, as

well as property which the CONCESSION HOLDER has incorporated thereto in
adequate conditions to operate public transport services, provided they comply
with the minimum specifications which that property should have maintained during
the provision of services on account of the operator, according to this Contract and
its ANNEXES.

CLAUSE 160 – RESTORATION PROCEDURE

To establish the correct operation and minimum specifications of property to be

reverted or restored, TRANSMILENIO S.A. will evaluate its functionality and will lay
down compliance with minimum specifications for each. TRANSMILENIO S.A. will
deliver a final report on the condition of each property 2 months before termination
of the contract.

This report will indicate the condition of each property and the actions to take in
order to ensure consistency with the terms contemplated herein. The
CONCESSION HOLDER will be obliged to take actions recommended within the
last 2 months this Contract is in force.

CLAUSE 161 – OBLIGATIONS FOR EARLY RESTORATION

In the event of early termination hereof for whatever cause, the CONCESSION
HOLDER will restore TRANSMILENIO S.A. property given in administration,
workshop equipment and all other property included or incorporated to the
concession.

Chapter 20 – Termination of the Contract

CLAUSE 162 – LIQUIDATION BY MUTUAL CONSENT

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This Contract will be liquidated within a maximum period of 4 months from the
expiry date, as provided in Clause 147 hereof, or of the issue of an administrative
action ordering termination, or from the date of mutual consent of termination by
the parties, as provided for in Articles 60 and 61 of Law 80, 1993, or from the date
of unilateral termination of this Contract or of any of the early termination
mechanisms provided herein.

The liquidation will be effected through a document executed by the parties setting
the amounts or liabilities which are due between each other, detailing balances
due, if any or if there are no sums due, certifying good standing between the
parties, in all respects.

If for any reason there are outstanding sums between the parties upon liquidation,
they will agree the date and term of payment and any other related aspect.

CLAUSE 163 – UNILATERAL LIQUIDATION

If the CONCESSION HOLDER is not present at the time of liquidation or if the

parties do not agree on the liquidation, this will be affected directly and unilaterally
by TRANSMILENIO S.A., by administrative decision.

TITLE 14 – OTHER LEGAL ASPECTS

Chapter 21 – Unilateral Decisions

CLAUSE 164 – UNILATERAL TERMINATION

TRANSMILENIO S.A. may declare early and unilateral termination of the contract
for causes and conditions provided in Article 17 of Law 80, 1993, as amended,
supplemented or replaced, without prejudice to enforce contract provisions
regarding termination for cause whereby TRANSMILENIO S.A. may terminate the
Contract without the need of exercising the unilateral power provided for in this
Clause.

CLAUSE 165 – UNILATERAL AMENDMENT

If during the course of this Contract, and to avoid interruption or serious impairment
of the transport service, it is necessary to make variations to the contract, and the
parties do not reach an agreement, TRANSMILENIO S.A. may, by administrative
decision, amend this Contract unilaterally.

CLAUSE 166 – UNILATERAL CONSTRUCTION

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If during the execution of the contract there arise discrepancies between the
parties regarding the construction of any provision thereof, which may result in the
interruption or serious impairment of the transport service and no agreement is
reached, then TRANSMILENIO S.A. may unilaterally construe that provision or
clause by an administrative act, duly substantiated.

CLAUSE 167 – EXPIRY OF THE CONTRACT

In the event of breach of the obligations by CONCESSION HOLDER which

seriously and directly affect the execution thereof, such that it causes interruption,
TRANSMILENIO S.A. may, by administrative action duly motivated, declare
forfeiture hereof, on the terms and conditions provided for in Article 18 of Law 80,
1993 and order its liquidation “as is”..

Also, expiration will apply as provided for in Article 82 of Law 194 of 1993 and
Article 25 of Law 40 of 1993, in accordance with Law 241 of 1995 and in all other
circumstances established by applicable regulations.

Chapter 22 – Settlement of Conflicts

CLAUSE 168 – DIRECT SETTLEMENT

All disputes arising between the parties regarding construction or performance of

this Contract, and any disagreement regarding the existence, validity or termination
of the contract, will be settled amicably by the parties, except when administrative
action is exhausted according to laws in force at the time of the dispute.

Claims or concerns arising between the parties as a result of their contractual

relationship will initially be advised from one to other in writing and the settlement
procedure will be as follows:

168.1. The dissenting party will communicate in writing to the other party its claims
or concerns, indicating facts, evidence and technical arguments
supporting its position, contractual or legal norms involved, and the
possible formulae for solution to the conflict.

168.2. The party notified will have 10 business days from the date of receipt of the
above communication to evaluate the terms of the proposal received or
the claim or difference presented and deliver its position in writing to the
dissenting party.

168.3. If the party notified is not in agreement with the position described by the
dissenting party, that party will inform in writing its decision within 10
business days following the receipt of the facts, evidence and technical
fundamentals which support its position, contractual or legal norms

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supporting same and the possible solution formulae to the conflict, taking
account of the solution initially proposed by the dissenting party.

168.4. The communication which the party notified delivers to the dissenting party
will include an invitation for an initial meeting to negotiate, which will take
place within 5 business days following the date of delivery of the answer
to the dissenting party, indicating date, time and place.

168.5. From the date of delivery of the above communication, the parties will have
a maximum term of 20 business days to reach an agreement through
direct negotiations to be called at the end of each meeting.

168.6. These meetings will be attended by individuals qualified to take sufficient

and adequate decisions for the solution of the conflict, to bind the parties
according to their functions, either the legal representatives of the
contracting parties or their duly authorized and empowered officers, and
to settle the conflict, without prejudice to the fact that solutions in such
negotiations may require subsequent approval or confirmation by the
directors of each party.

168.7. If, after the term provided for in the preceding section, no agreement is
reached, the CONCESSION HOLDER will designate a member of its
Board of Directors or of the senior executive body of the contracting party,
through written notice to the other party within 3 business days following
the expiry of such period; this appointee will personally assume the direct
negotiation of the conflict in order to reach to an agreement. If the
CONCESSION HOLDER is formed by a group of individuals or legal
entities not related by any form of association, they will designate one of
their number for this purpose in writing, granting him representation of all
other individuals or legal entities.

168.8. TRANSMILENIO S.A. will be represented by its legal representative.

168.9. The representatives of the parties designated as provided for above, will
assume the direct negotiation of the conflict and will have a period of 15
business days to settle the case. If these representatives reach an
agreement, their decision shall be final and biding for the parties.

168.10. If an agreement is reached in either the above instances, it will be

understood that settlement has been made, and this fact will be recorded
in writing detailing the conditions of the agreement, reciprocal
concessions between the parties and the resulting liabilities for the parties
by virtue thereof. This document will be executed by the representatives
of both parties, will form part of this Contract and will be enforceable.

168.11. If during any instance provided for in this Clause, either party does not
reply to the communications he has been served, or does not attend the

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negotiation meetings, or refuses to perform any action which in this first

stage corresponds to it, then the conciliator will be called in accordance
with the next Clause. The conciliator also will be called when no
agreement is reached after the first stage is exhausted.

CLAUSE 169 - CONCILIATION

The parties will be obliged to resort to conciliation in order to reach an amicable

agreement regarding disputes arising during performance or liquidation of the
contract or construction of the same, or when disputes are not resolved as
provided in the preceding clause.

For this purpose, ordinary administrative proceedings will first be exhausted

The conciliation procedure will be subject to the following conditions:

169.1. Either or both of the parties, individually or jointly, will resort to this
mechanism after giving notice to the other party and the request for
conciliation will be delivered to the Chamber of Commerce of Bogotá, if
conditions for this are met.

169.2. The conciliator will call the parties to a meeting within a term of 5 business
days from the date he receives service regarding the dispute between the
parties.

169.3. In one or several meetings, with the presence of the conciliator and through
direct negotiations, the parties will try to reach an agreement in order to
solve the problem within a period of 1 month from the date of the first
conciliation meeting.

169.4. The conciliator will prepare the conciliation document in which he will record
the agreement and describe clearly the obligations acquired by each
party. If no agreement is reached after this period, this fact will be
recorded in writing and signed by the parties, and the date thereof will be
understood to be the date in which the conciliation stage has been
exhausted.

169.5. Each party will cooperate in any investigation conducted by the conciliator in
relation to the dispute.

169.6. The conciliation will take place at the Chamber of Commerce of Bogotá or
the place which the parties mutually designate.

169.7. The conciliation costs will be borne equally by the parties.

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CLAUSE 170 – ARBITRATION

Any disagreement arising between the parties from the performance, construction,
signature or liquidation of this Contract, which cannot be solved amicably, through
direct negotiation or conciliation, will be settled by an Arbitration panel which will be
governed by the following rules:

170.1. The panel will be composed of 3 arbitrators designated by mutual

agreement by the parties, when the amount of the claim or conflict
assessment is equal or exceeds 2,000 minimum monthly salaries in force,
at the time the arbitration tribunal serves the notice. If the estimated value
of the conflict or claims is below than amount, then a single arbitrator will
be appointed.

170.2. The designation of arbitrator(s) will be made within 10 business days

following the date in which the conciliation stage is exhausted. If no
agreement is reached, the parties will request the Chamber of Commerce
of Bogotá to designate arbitrator(s). For this purpose, at least one of the
arbitrator should be specialized in administrative law.

170.3. Arbitrators will decide in law.

170.4. The panel will be subject to the regulations of the Arbitration and
Conciliation Center of the Chamber of Commerce of Bogotá, and will be
governed by the provisions of this clause and by all other applicable
provisions, in particular, Decree 2279 of 1989, Law 23 of 1991, Decree
2651 of 1991, Law 446 of 1998 and Decree 1818 of 1998, by the norms
or regulations which supplement, amend or replace them.

170.5. To the extent that the law requires, disputes related to enforcement and
effects of expiry, unilateral termination, unilateral construction and
unilateral amendment clauses are not subject to arbitration.

170.6. The panel shall meet in the Arbitration and Conciliation Center of the
Chamber of Commerce of Bogotá, or in the place which the parties agree
by mutual consent.

170.7. Arbitration expenses will be borne by the defeated party.

170.8. The panel will have 4 months to decide, which may be extended for an
equal period if the members of the panel deem necessary

CLAUSE 171 – AMIABLE COMPOSITEUR

Disputes of technical nature and/or technical elements involved in the

discrepancies which arise between the parties as the result of the performance,

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execution or liquidation of this Contract, which cannot be solved amicably, will be

settled by amicable composition which will be chosen by the parties among the
following individuals and/or entities:

171.1. The Director or alternate of DAMA (Departamento Administrativo del Medio

Ambiente), when the conflict relates to environmental matters.

171.2. Deans or vice-deans of the various schools of universities domiciled in

Bogotá, D.C. regarding technical matters.

171.3. Directors of industry associations related to the technical matter in

dispute.

171.4. Regulatory entities related to the matter in dispute.

171.5. If the parties do not reach to an agreement regarding the designation of

an amicable composer to adopt the corresponding technical definitions, they
will resort to the Arbitration Panel which will assign one to the case.

Chapter 23 – Final Aspects

CLAUSE 172 – PENALTY CLAUSE

In the event of expiry or termination hereof due to breach attributable to the

CONCESSION HOLDER, TRANSMILENIO S.A. may enforce a sanction for a sum
equal to US$5,000.000 liquidated at the exchange rate certified by the competent
authority on the date of payment, without prejudice to enforcement of the fines
accrued for account of the CONCESSION HOLDER. The penalty clause will be
covered by an insurance policy with the conditions provided for in Clauses 125ff
above.

The above mentioned sanction will be 100% enforceable when non-compliance

which gave rise to its enforceability occurs within the first 5 years this Contract is in
force; 70% of its value, when non-compliance occurs between years 6 and 9; 40%
of its value, when non-compliance occurs between the 10 th year this Contract is in
force and until its termination.

CLAUSE 173- SUBJECTION TO COLOMBIAN LAW AND WAIVER OF

DIPLOMATIC CLAIMS

The CONCESSION HOLDER expressly states that the disputes which arise
regarding obligations and rights originated herein will be for the exclusive
cognizance and decision of the Arbitration Tribunal as provided for in this Contract
and waives diplomatic claims except in the case of denial of justice.

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CLAUSE 174 – RELATIONSHIP BETWEEN THE PARTIES

The relationship which this Contract generates between the parties will be
understood and construed within the following framework:

174.1. This contract does not create any relationship of association, joint
venture, corporation or agency between the parties, nor imposes any
corporate liability or responsibility on either party with respect to the other
or to third parties.

174.1. Neither party will be entitled, empowered or committed, nor may act on
behalf of the other party, nor as its agent or representative, nor may it
commit the other party. No Clause hereof may be construed to create a
relationship between the parties other than the relationship of a
concession under the terms hereof. The parties dot not intend to create
any right nor to grant any action to any third party beneficiary of this
Contract.

174.2. This Contract may not be amended except by written agreement signed
by the authorized representatives of the parties, without prejudice of the
provisions of Clause 165 regarding unilateral amendment.

174.3. The cancellation, termination or extinction hereof, for any reason, will not
extinguish the obligations which by nature continue to exist thereafter,
including obligations derived from performance and confidentiality
guarantees.

174.4. Failure or delay by either party to exercise any right or power granted
hereunder or to require its compliance, shall not be interpreted as a
waiver to that right or power, nor will it affect the total or partial validity of
the Contract, nor the right of the parties to exercise such rights or powers
subsequently, except in the preclusive terms provided for herein within the
procedures which regulate the actions by the parties.

CLAUSE 175- ARCHAEOLOGICAL FINDINGS, TREASURES, DISCOVERIES OF

MINES OR OTHER DEPOSITS

If during the performance hereof there are archaeological findings, or a treasure or

a mine or some other underground deposit is found, the ownership and title of the
exploitation thereof will be regulated by applicable norms.

CLAUSE 176 – DOMICILE OF CONTRACT

For all effects, the domicile of this Contract will be the city of Bogota, D.C.

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Unless otherwise expressly provided, all notices and communications to be

delivered to the parties under this Contract will be in writing and will be understood
to have been received if they are served personally, and receipted; or if sent by
certified mail or transmitted by fax, telex or telegram or by any other electronic
means, addressed as follows:

Notices will be sent to the legal representative at the address registered for judicial
service certified by the respective Chamber of Commerce, which on the date of
execution of this Contract are the following:

To TRANSMILENIO S.A.:
To the Legal Representative of TRANSMILENIO S.A.
Address: Av. El Dorado 66-63
Tel: 220-3000
Fax:
Bogotá, D. C.
Colombia

To the CONCESSION HOLDER:

LEGAL REPRESENTATIVE :

ADDRESS:

CLAUSE 123- CLAUSE 177 – CONTRACT DOCUMENTS

The following documents will form part of this Contract:

177.1. The tender document, its FORMS, ANNEXES, and ADDENDA.

177.2. The CONCESSION HOLDER’s bid accepted by TRANSMILENIO S.A.

177.3. Complementary agreements signed by the parties, conciliation minutes

and decisions by the Arbitration panel.

177.4. The Performance Guarantee and General Liability Insurance, duly

established.

177.5. Record of property delivered under this Contract.

177.6. Certifications, authorizations, and other documents which accredit

existence and legal representation of the parties.

177.7. The escrow agreement and the document of adhesion signed by the
CONCESSION HOLDER and, any other contracts or covenants that may
be signed for the performance of this Contract.

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177.8. The conditions expressed herein will prevail over those of any other
document that forms part hereof.

Subject to the above, all other documents will be understood as self-explanatory,

but in case of differences of content, this Contract will prevail.

In witness whereof, this Concession Contract is signed in 2 copies of same tenor,

in Bogotá, D.C., Republic of Colombia, on _____.

On behalf of On behalf of
TRANSMILENIO S.A. the CONCESSION HOLDER

General Manager Legal Representative

This Contract is severally signed by:

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