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CONFORMED COPY 
 
LOAN NUMBER 7739-CO
 
Loan Agreement 
 
(Second Additional Loan for the Integrated Mass Transit Systems Project) 
 
between 
 
REPUBLIC OF COLOMBIA 
 
and 
 
INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT 
 
Dated September 24, 2009  
Page  2
LOAN AGREEMENT 
 
Agreement dated September 24, 2009, between REPUBLIC OF COLOMBIA 
(
“Borrower”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND 
DEVELOPMENT (“Bank”). 
 
WHEREAS the Borrower has requested that the Bank support the continuation of 
the Borrower’s execution of its National Urban Transport Program (as defined in the 
Appendix to this Agreement), through the provision of a second additional loan provided 
for in Article II of this Agreement to assist in the financing of the expansion of the 
activities related to the Original Project (as defined in the Appendix to this Agreement 
and amended in Schedule 1 to this Agreement). 
 
The Borrower and the Bank agree as follows: 
 
ARTICLE I 
—
GENERAL CONDITIONS; DEFINITIONS 
 
1.01. 
The General Conditions (as defined in the Appendix to this Agreement) constitute 
an integral part of this Agreement. 
 
1.02.  Unless the context requires otherwise, the capitalized terms used in this 
Agreement have the meanings ascribed to them in the General Conditions or in 
the Appendix to this Agreement. 
 
ARTICLE II 
—
LOAN 
 
2.01. 
The Bank agrees to lend to the Borrower, on the terms and conditions set forth or 
referred to in this Agreement, the amount of three hundred million Dollars 
($300,000,000) as such amount may be converted from time to time through a 
Currency Conversion in accordance with the provisions of Section 2.07 of this 
Agreement (“Loan”), to assist in financing the project described in Schedule 1 to 
this Agreement (“Project”). 
 
2.02. 
The Borrower may withdraw the proceeds of the Loan in accordance with Section 
IV of Schedule 2 to this Agreement.
 
2.03. 
The Front-end Fee payable by the Borrower shall be equal to one quarter of one 
percent (0.25%) of the Loan amount.  The Borrower shall pay the Front-end Fee 
not later than 60 days after the Effective Date. 
 
2.04. 
The interest payable by the Borrower for each Interest Period shall be at a rate 
equal to LIBOR for the Loan Currency plus the Fixed Spread; provided, that upon 
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a
Conversion of all or any portion of the principal amount of the Loan, the interest 
payable by the Borrower during the Conversion Period on such amount shall be 
determined in accordance with the relevant provisions of Article IV of the 
General Conditions. Notwithstanding the foregoing, if any amount of the 
Withdrawn Loan Balance remains unpaid when due and such non-payment 
continues for a period of thirty days, then the interest payable by the Borrower 
shall instead be calculated as provided in Section 3.02 (d) of the General 
Conditions. 
 
2.05. 
The Payment Dates are February 15 and August 15 in each year. 
 
2.06.  The principal amount of the Loan shall be repaid in accordance with the 
provisions of Schedule 3 to this Agreement. 
 
2.07. 
(a) 
The Borrower may at any time request any of the following Conversions 
of the terms of the Loan in order to facilitate prudent debt management: (i) 
a
change of the Loan Currency of all or any portion of the principal 
amount of the Loan withdrawn to an Approved Currency; (ii) a change of 
the interest rate basis applicable to all or any portion of the principal 
amount of the Loan withdrawn and outstanding from a Variable Rate to a 
Fixed Rate, or vice versa; and (iii) the setting of limits on the Variable 
Rate applicable to all or any portion of the principal amount of the Loan 
withdrawn and outstanding by the establishment of an Interest Rate Cap or 
Interest Rate Collar on the Variable Rate. 
 
(b) 
Any conversion requested pursuant to paragraph (a) of this Section that is 
accepted by the Bank shall be considered a “Conversion”, as defined in 
the General Conditions, and shall be effected in accordance with the 
provisions of Article IV of the General Conditions and of the Conversion 
Guidelines.  
 
ARTICLE III 
—
PROJECT 
 
3.01. 
The Borrower declares its continued commitment to the objectives of the Project.  
To this end, without any limitation or restriction upon any of its other obligations 
under the Loan Agreement, the Borrower: (a) shall carry out Part A of the Project 
through MOT; and (b) shall, through MOT (in close coordination with MHCP for 
the purposes of processing Transfers) cause the Participating Cities, the City of 
Bogotá and the Implementing Entities to carry out Part B of the Project, all in 
accordance with the provisions of the respective Subsidiary Agreements and 
Article V of the General Conditions. 
 
3.02. 
Without limitation upon the provisions of Section 3.01 of this Agreement, and 
except as the Borrower and the Bank shall otherwise agree, the Borrower, 
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(through MOT), shall ensure that the Project is carried out in accordance with the 
provisions of Schedule 2 to this Agreement. 
 
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ARTICLE IV 
—
REMEDIES OF THE BANK 
 
4.01. 
The Additional Events of Suspension consist of the following: 
 
(a)  
Any of the Subsidiary Agreements shall have been amended, suspended, 
abrogated, repealed or waived so as to affect materially and adversely the 
ability of the Borrower (through MHCP or MOT), the corresponding 
Participating City
,
the City of Bogotá or Implementing Entity to perform 
any of their respective obligations under the Project. 
 
(b) 
An extraordinary situation shall have arisen which shall make it 
improbable that the Borrower (through MHCP or MOT), the 
corresponding Participating City, the City of Bogotá or Implementing 
Entity will be able to carry out any of their respective obligations under 
any of the Subsidiary Agreements. 
 
(c)  
Any of the Participating Cities, the City of Bogotá or any of the 
Implementing Entities shall have failed to perform any of its respective 
obligations under their corresponding Subsidiary Agreement, in 
connection with the Project.  
 
(d) 
The IMTS Legislation has been amended, suspended, abrogated, repealed 
or waived so as to affect materially and adversely the ability of the 
Borrower (through MHCP or MOT), the Participating Cities, the City of 
Bogotá or Implementing Entities to perform any of their respective 
obligations under any of the Subsidiary Agreements. 
 
ARTICLE V 
—
EFFECTIVENESS; TERMINATION
 
5.01. 
The Additional Conditions of Effectiveness consist of the following: 
 
(a) 
The updated Subsidiary Agreements have been executed on behalf of the 
Borrower (through MHCP and MOT), the corresponding Participating 
Cities, and Implementing Entities, as set forth in Section I.B.1 of Schedule 
2
to this Agreement. 
 
(b) 
The updated Operational Manual has been issued by the Borrower 
(through MOT), as set forth in Section I.A.2 of Schedule 2 to this 
Agreement and approved by the Bank. 
 
(c) 
The updated Resettlement Policy Framework has been adopted by the 
Borrower (through MOT), as set forth in Section I.D.1(b) of Schedule 2 to 
this Agreement. 
 
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(d) 
The updated Resettlement Action Plans Type B and C (reflecting the 
provisions of the updated Resettlement Policy Framework) have been 
adopted by the respective Implementing Entities as set forth in Section 
I.D.2.(a) of Schedule 2 to this Agreement. 
 
5.02. 
The Additional Legal Matter consists of the following, namely, that the updated 
Subsidiary Agreements have been duly authorized or ratified by the Borrower 
(through MHCP and MOT), the Participating Cities
,
the City of Bogotá and the 
Implementing Entities and are legally binding upon the Borrower, the 
Participating Cities, the City of Bogotá and the Implementing Entities in 
accordance with their respective terms (as reflected in legal opinions to the Bank 
from counsel representing the Borrower, the corresponding Participating City, the 
City of Bogotá and Implementing Entity under each Subsidiary Agreement). 
 
5.03. 
Without prejudice to the provisions of the General Conditions, the Effectiveness 
Deadline is the date ninety (90) days after the date of this Loan Agreement, but in 
no case later than the eighteen (18) months after the Bank’s approval of the Loan 
which expire on February 4, 2011. 
 
ARTICLE VI 
—
REPRESENTATIVE; ADDRESSES
 
6.01. 
The Borrower’s Representative is the Minister of Finance and Public Credit of the 
Borrower.   
 
6.02. 
The Borrower’s Address is: 
 
Ministry of Finance and Public Credit 
Palacio de los Ministerios 
Plaza San Agustín 
Carrera 7A, N

6
-45, Piso 3 
Bogotá, D.C. 
Colombia 
 
Facsimile: (571) 350-9344 
 
6.03. 
The Bank’s Address is: 
International Bank for Reconstruction and Development 
1818 H Street, N.W. 
Washington, D.C. 20433 
United States of America 
 
Cable 
address: 
 Telex: 
  Facsimile: 
 
INTBAFRAD  
248423(MCI) or 
1-202-477-6391 
Washington, D.C. 
 64145(MCI) 
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AGREED at 
Bogotá, Republic of Colombia, as of the day and year first above written. 
 
REPUBLIC OF COLOMBIA 
 
By /s/ Oscar Iván Zuluaga Escobar 
Authorized Representative 
 
MINISTRY OF TRANSPORT  
 
By /s/ Andrés Uriel Gallego Henao 
Authorized Representative 
 
INTERNATIONAL BANK FOR 
RECONSTRUCTION AND DEVELOPMENT 
 
By /s/ Gloria Grandolini 
Authorized Representative 
 
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SCHEDULE 1 
 
Project Description 
 
The objectives of the Project are: (a) to develop high quality and sustainable 
BRTS in Participating Cities to improve mobility along strategic mass transit corridors; 
(b) to improve accessibility to public transportation for the poor; and (c) to build greater 
institutional capacity in the Borrower’s public transportation institutions in order to 
formulate integrated urban transport policies and to improve urban transport planning and 
traffic management.  
 
The Project consists of the following parts included in the Original Loan 
Agreement, which are hereby amended to read as set forth below: 
 
Part A
:
Implementing Capacity Building
1. 
Strengthening of institutional capacity, at the national level, through the provision 
of technical assistance in support of the Borrower’s efforts to formulate national 
urban transport programs and strategies pursuant to the National Urban Transport 
Program, through, 
inter alia
:
(a) 
the definition of a national urban transport institutional map;  
 
(b) 
the formulation of a transport sector policy;  
 
(c) 
the definition of operational, regulatory, institutional, environmental, 
social and road safety strategies within the urban transport and urban 
development context;  
 
(d) 
the identification of appropriate mass transit solutions to improve transport 
in the Borrower’s territory and to improve traffic management; and 
 
(e) 
the development of policy guidance in a series of strategic areas, including 
inter alia
:
development of performance and monitoring mechanisms, 
regulatory and institutional frameworks related to the National Urban 
Transport Program, and the design and implementation of communication 
strategies. 
 
2. 
Improvement of the institutional capacity of the Participating Cities and 
Implementing Entities to ensure adequate implementation of BRTS, through, 
inter 
alia
:
(a) the provision of equipment and training; (b) the setup and maintenance of 
an operational structure able to program, monitor and administer public 
transportation services; (c) the implementation of twinning arrangements between 
Implementing Entities; and (d) the strengthening of the institutional capabilities of 
the Participating Cities and Implementing Entities, through the provision of 
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technical assistance in 
inter alia: 
environmental and social matters, bus operation 
and fare collection concessions, tariff-setting and tariff integration with other 
entities (if applicable) and communication strategies. 
 
3. 
Strengthening of the operational capacity of Participating Cities with respect to 
the implementation of urban development and transport strategies. 
 
4. 
Provision of support to the PCU to conduct overall Project coordination, 
evaluation, supervision and implementation, including, 
inter alia
:
(a) 
the strengthening of the capacity of the PCU to comply with its 
responsibilities under this Agreement as set forth in the Operational 
Manual, including through the hiring of specialized staff, comprising, 
inter 
alia,
 urban transport engineers, economists, and legal, financial, social and 
environmental specialists; 
 
(b) 
the carrying out of Project audits; 
 
(c) 
the carrying out of Project studies, including, 
inter alia,
 performance 
reviews and impact evaluations; and  
 
(d) 
the design and implementation of a program to monitor and evaluate the 
carrying out of the Project. 
 
Part B
:
BRTS Development
1. 
The expansion of the physical scope and geographical and social coverage of the 
National Urban Transport Program in the Participating Cities,
 other than Bogotá, 
through the carrying out of, 
inter alia, 
the following activities: 
 
(a) 
construction of segregated busways;  
 
(b) 
construction of terminals and transfer centers; 
 
(c) 
construction of mixed-traffic lanes adjacent to busways corridors; 
 
(d) 
construction of sidewalks; 
 
(e) 
rehabilitation of feeder routes; 
 
(f) 
construction of pedestrian ways along busways corridors;  
 
(g) 
construction or adaptation of complementary transport corridors to the 
segregated busways;  
 
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(h) 
carrying out required interventions or upgrading of public service 
networks adjacent to the construction areas;  
 
(i) 
carrying out supervision of construction works referred to in this 
paragraph; and 
 
(j) 
construction of bus stations.  
 
2. 
The continued provision of financing for the construction and operation of the 
NQS Line of the Bogotá Transmilenio, S.A. 
 
3. 
(a) 
The provision of financing for the acquisition of land required for the 
carrying out of Part B.1 of the Project. 
 
(b) 
The provision of financing for the resettlement and the provision of 
compensation to Affected Persons pursuant to the provisions of the RAPs 
(as set forth in Section III of the Appendix to this Agreement), in 
connection with the carrying out of Part B.1 of the Project. 
 
4. 
Design and implementation of EMPs for the carrying out of Parts B.1 and B.2 of 
the Project.  
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SCHEDULE 2
 
Project Execution 
 
Section I.
Implementation Arrangements
A. 
General Implementation Framework
1. Institutional 
Arrangements
(a) 
The Borrower declares its commitment to the objectives of the Project, as 
described in Schedule 1 to this Agreement, and to this end shall carry out 
the Project, through MOT and MHCP (as set forth in Section 3.01 of this 
Agreement), and shall cause the Participating Cities, 
the City of Bogotá 
and Implementing Entities to carry out their respective Parts of the Project, 
all with due diligence and efficiency and in conformity with appropriate 
administrative, engineering, environmental, financial, managerial, social, 
technical, and urban practices satisfactory to the Bank and shall provide, 
promptly as needed, the funds, facilities, services and other resources 
required for the Project, under the terms and conditions set forth in the 
provisions of this Schedule. 
 
(b) 
The Borrower, through MOT shall: (i) operate and maintain (under the 
purview of MOT’s Deputy Minister), at all times during Project 
implementation, a Project coordination unit (the PCU) with a structure, 
functions and responsibilities acceptable to the Bank, including, 
inter alia
,
the responsibility of the PCU to assist the Borrower in the coordination, 
monitoring and supervision of the Project; (ii) ensure that the PCU is, 
during Project implementation, headed by a Project coordinator and 
staffed with a core team consisting of an environmental specialist; a 
resettlement specialist; and a procurement specialist; and other 
professional and administrative staff, all hired with terms of reference 
(detailed in the Operational Manual), in accordance with Section III of this 
Schedule, in numbers and with qualifications and experience acceptable to 
the Bank. 
 
(c) 
The Borrower (through MOT) may change the number of positions of the 
PCU or the professional skills required for occupying such positions, only 
with the prior approval of the Bank.   
 
2. Operational 
Manual
(a)  
The Borrower (through MOT) shall maintain, until the completion of the 
Project, the updated operational manual referred to in Section 5.01(b) of 
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this Agreement, in accordance with terms approved by the Bank, and 
which shall include, 
inter alia
:
(i) 
detailed arrangements for the overall carrying out of the Project, 
including the additional activities detailed in Schedule 1 to this 
Agreement;  
 
(ii) 
an institutional implementation plan of MOT, the Participating 
Cities
,
the City of Bogotá and the Implementing Entities for the 
management of their respective Parts of the Project (including, 
inter alia
,
allocation of responsibilities among staff, yearly 
planning of activities and budget and time allocation for those 
activities), and the establishment and maintenance, throughout 
Project Implementation, of a Social Management Team in each 
Implementing Entity;  
 
(iii) 
the procurement guidelines to be followed by the Borrower 
(through MOT), the Participating Cities, the City of Bogotá and the 
Implementing Entities set forth in the Procurement Plan and in 
accordance with the provisions of Section III of Schedule 2 to this 
Agreement;  
 
(iv) 
the financial management guidelines to be followed during Project 
implementation by the Borrower (through MOT), the Participating 
Cities, the City of Bogotá and the Implementing Entities;  
 
(v) 
the guidelines for the preparation of the Annual Action Plans;  
 
(vi) 
the procedures, criteria and standard guidelines satisfactory to the 
Bank, for the carrying out of training and technical assistance 
financed under the Project;  
 
(vii) 
the updated RPF, the EMF, and relevant criteria and guidelines for 
the development and updating of EMPs and RAPs pursuant to the 
provisions of Section I.D of Schedule 2 to this Agreement;  
 
(viii) 
the criteria for the selection for Participating Cities;  
 
(ix) 
a construction manual to guide the construction and supervision of 
works under Part B of the Project (which manual shall include, 
inter alia
,
the EMPs, provisions for erosion control, natural 
habitats’ protection, solid waste management, protection of 
cultural property, occupational health guidelines, first aid 
instructions and restriction on the use of child labor);  
 
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(x) 
the model forms for Subsidiary Agreements; and  
 
(xi) 
the procedures for the utilization of the proceeds of the Transfers 
for the implementation of Part B of the Project. 
 
(b)  
Except as the Borrower and the Bank may otherwise agree in writing, the 
Borrower, through MOT, shall not abrogate, amend, suspend, waive or 
otherwise fail to enforce the Operational Manual or any provision thereof. 
 
(c) 
In case of any conflict between the terms of the Operational Manual and 
those of this Agreement, the terms of this Agreement shall prevail. 
 
3. 
Annual Action Plan
The Borrower (through MOT) shall:  
 
(a)  
not later than December 31 of each year during Project implementation, 
starting in 2009, furnish to the Bank for approval an annual action plan 
(the Annual Action Plan), each said plan to include the terms set forth in 
the Operational Manual, which comprise, 
inter alia
:
(i) a description of the 
Project activities included in this Loan to be carried out by MOT, the 
Participating Cities
,
the City of Bogotá and the Implementing Entities 
during the twelve months immediately following the presentation of each 
said plan; and (ii) the updated Procurement Plan, disbursement schedule, 
chart of accounts for each said twelve month period, including an 
identification of any proposed land acquisition plan; and  
 
(b) 
thereafter implement each said Annual Action Plan, approved by the 
Bank, in accordance with its terms. 
 
B.
 
Subsidiary Agreements
1. 
To facilitate the carrying out of Part B of the Project, the Borrower (through 
MOT) shall continue to carry out and cause the Participating Cities, the City of 
Bogotá and Implementing Entities to carry out the Subsidiary Agreements (as 
updated for the purposes of this Agreement), which shall include 
inter alia
,
the 
following: 
 
(a) 
the Borrower’s obligation (through MHCP) to: (i) transfer to the respective 
Implementing Entity the portion of the proceeds of the Loan required to 
carry out its respective activities under Part B of the Project, in accordance 
with the provisions of this Agreement, the corresponding Subsidiary 
Agreement, and the Operational Manual; and (ii) suspend disbursements of 
Loan proceeds for Transfers, or cancel Transfer amounts to be disbursed in 
the event that any Participating City or Implementing Entity fails to comply 
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with any of their respective obligations under the respective Subsidiary 
Agreement; 
 
(b) 
the Borrower’s obligation (through MOT) to provide technical and 
administrative assistance to Participating Cities and the City of Bogotá with 
respect to the design and implementation of BRTS and register in its data 
base the investment projects related to the implementation of BRTS under 
each Participating City;  
 
(c) 
the obligation of the Participating Cities, the City of Bogotá and the 
Implementing Entities to: (i) carry out their respective activities under Part 
B
of the Project in accordance with the provisions of Section I.D of 
Schedule 2 to this Agreement; and (ii) utilize the proceeds of the Transfers 
in accordance with the procedures set forth in the Operational Manual, only 
for the purposes of the Project and pursuant to the provisions of the Anti-
Corruption Guidelines applicable to recipients of Loan proceeds other than 
the Borrower (and recognizing the Borrower’s power to exercise the legal 
remedies referred to in sub-Section B. 2 below); 
 
(d) 
the obligation of the Participating Cities, the City of Bogotá and the 
Implementing Entities to: (i) enable the Bank to review Project accounts 
and other documentation, as the Bank shall reasonably request, in respect 
of the implementation of Part B of the Project; and (ii) provide the 
Borrower, promptly, with information regarding the implementation of Part 
B
of the Project, as required by the Borrower, to comply with its 
obligations incurred under this Agreement;  
 
(e) 
the obligation of the Implementing Entities to: (i) procure the goods, 
services and works for the Project in accordance with the provisions of 
Section III of this Schedule as set forth in the Procurement Plan including 
the update of such plan to incorporate the provisions of the Anti-Corruption 
Guidelines, which Anti-Corruption Guidelines will be applicable to all 
contracts for goods, works and services to the Project, signed on or after the 
retroactive financing date set forth in Sections IV.B.1.(b) and IV.B.1.(c) of 
this Schedule (the Anti-Corruption Guidelines shall also be introduced into 
contracts signed prior to such date, if and when those contracts are 
amended by the parties thereto for any other reason); and (ii) carry out Part 
B
of
the Project in accordance with technical, financial, environmental, 
land acquisition and resettlement procedures and plans detailed in the 
Operational Manual; and 
 
(f) 
the obligation of the Implementing Entities to keep records and accounts in 
regard to Eligible Expenditures and provide timely information to the 
Borrower (MOT) on the use of the Transfers. 
 
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2. 
(a) 
The Borrower (through MHCP and MOT) shall exercise its rights under 
the Subsidiary Agreements in such a manner as to protect the interests of 
the Borrower and the Bank and to accomplish the purposes of the Project, 
including, through the application of any legal remedies provided under 
the Anti-Corruption Guidelines. 
 
(b) 
Except as the Bank and the Borrower shall otherwise agree, the Borrower 
shall not assign, amend, abrogate or waive any of the Subsidiary 
Agreements or any of their respective provisions, in connection with the 
Project.  
 
(c) 
In case of any conflict between the terms of the Subsidiary Agreements 
and those of this Agreement, the terms of this Agreement shall prevail.  
 
C. Anti-Corruption
The Borrower shall carry out the Project, and shall, through MOT, cause the Participating 
Cities, the City of Bogotá and the Implementing Entities (pursuant to the terms of their 
respective Subsidiary Agreements) to carry out their respective Parts of the Project, all in 
accordance with the provisions of the Anti-Corruption Guidelines.
 
D. Safeguards
1. 
For the purposes of Part B of the Project, the Borrower (through MOT) shall, and 
shall cause the Participating Cities
,
the City of Bogotá and Implementing Entities 
(with the participation of the corresponding Social Management Teams) to carry 
out all necessary actions to:  
 
(a)  
minimize, to the extent possible, any involuntary loss by persons of 
shelter, productive assets or access to productive assets, or of income or 
means of livelihood, temporarily or permanently as a result of Part B of 
the Project;  
 
(b)  
implement any of the activities under Part B of the Project in accordance 
with the Resettlement Policy Framework (as updated for the purposes of 
this Agreement) and which sets forth the principles and procedures 
governing, 
inter alia
:
(i) the resettlement and compensation of Affected 
Persons under Part B of the Project pursuant to the provision of Full 
Replacement Cost; (ii) land acquisition pursuant to the provision of Full 
Replacement Cost and to be financed out of the proceeds of the Loan; and 
(iii) the institutional, administrative, reporting and monitoring, and   
communication and consultation arrangements, the legal framework and 
grievance procedures applicable to said resettlement and compensation; 
and 
 
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(c) 
maintain or adopt (as the case may be), in a manner acceptable to the 
Bank, and thereafter implement until the completion of the Project an 
Environmental Management Framework setting forth, 
inter alia
:
(i) 
environmental management principles and procedures, and 
communication and consultation procedures; (ii) specific environmental 
mitigation measures, and (iii) criteria for the development and supervision 
of the Environmental Management Plans for any works financed under the 
Project. 
 
2. 
Prior to initiating the construction of any works under Part B of the Project, the 
Borrower (through MOT) shall provide evidence to the Bank, in form and 
substance satisfactory to the Bank, demonstrating that: 
 
(a) 
for those specific civil works impacting Affected Persons, the resettlement 
and rehabilitation of Affected Persons has taken place in accordance with 
the relevant Resettlement Action Plan (as updated for the purposes of this 
Agreement for all RAPs  Type B and C), previously approved by the 
Bank, in accordance with the provisions of the RPF, the Operational 
Manual and this Agreement, including, 
inter alia
:
(i) the acquisition of all 
necessary land, structures and other assets required for Part B of the 
Project; (ii) the provision of the relevant compensation at Full 
Replacement Cost to all Affected Persons; and (iii) administrative, 
reporting and monitoring arrangements to ensure compliance with said 
plans; and 
 
(b) 
the Participating Cities, the City 
of Bogotá and the Implementing Entities 
have developed and thereafter implemented for the purposes of each 
activity under Part B of the Project an Environmental Management Plan in 
accordance with the provisions of the Environmental Management 
Framework referred to in Section I.D.1.(c) of this Schedule, said plan shall 
set forth the objectives, policies, monitoring procedures, time schedules 
and other environmental and cultural property protection provisions to, 
inter alia
:
(i) mitigate potential adverse environmental effects; (ii) mitigate 
potential adverse effects to natural habitats; and (iii) mitigate adverse 
effects to cultural properties encountered in the carrying out of Part B of 
the Project. 
 
3.   
Not later than ninety (90) days after the Effective Date, the Borrower (through 
MOT) shall:  
 
(a) 
for RAPs Type A: (i) submit to the Bank, for its review and comments, a 
report,  prepared in accordance with terms of reference acceptable to the 
Bank, containing an evaluation and diagnostic of the implementation of 
the RAPs Type A and their consistency with the provisions of the RPF; 
(ii) submit to the Bank, for its approval, a corrective action plan including 
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proposed measures to remedy any identified inconsistency between the 
RAPs Type A with the provisions of the RPF; and (iii) promptly 
thereafter, implement said corrective action plan in a manner and within a 
time-frame acceptable to the Bank; and 
 
(b) 
for RAPs Type B: (i) submit to the Bank, for its review and comments, a 
report, prepared in accordance with terms of reference acceptable to the 
Bank, containing an evaluation and diagnostic of the implementation of 
the RAPs Type B and identifying actions already concluded, by Effective 
Date, under said RAPs Type B and their consistency with the provisions 
of the RPF; (ii) submit to the Bank, for its approval, a corrective action 
plan including proposed measures to remedy any identified inconsistency 
between the RAPs Type B and the RPF; and (iii) promptly thereafter, 
implement said corrective action plan in a manner and within a time-frame 
acceptable to the Bank. 
 
4. 
The Borrower shall (through MOT), and shall cause the Participating Cities and 
the Implementing Entities to: (a) furnish to the Bank any revisions proposed to be 
introduced into the RAPs or EMPs in order to achieve the objectives of their 
respective Parts of the Project and, thereafter, introduce such revisions into such 
RAPs or EMPs, as the case may be, as shall have been agreed with the Bank; and 
(b) not interfere with the compliance by the Participating Cities and the 
Implementing Entities of any RAP or EMP.  
 
Section II
.
Project Monitoring, Reporting and Evaluation 
A.
 
Project Reports
1. 
(a) 
The Borrower (through MOT) shall, and shall cause the Participating 
Cities
,
the City of Bogotá and Implementing Entities to: (i) monitor and 
evaluate the progress of the Project; and (ii) prepare and submit to the 
Bank, by not later than March 31 and September 30 of each year of 
Project Implementation, Project Reports covering all Project activities in 
accordance with the provisions of Section 5.08 of the General Conditions 
and on the basis of indicators set forth in the Implementation Letter.  Each 
Project Report shall cover the period of one calendar semester.  Each of 
such reports shall include: (A) a detailed description of Project activities 
completed during the respective six months period; and (B) a detailed 
progress report, including lessons learned during Project implementation. 
 
(b) 
The Borrower (through MOT) shall, and shall cause the Participating 
Cities, the City of Bogotá and the Implementing Entities to: (i) review 
with the Bank (through MOT) by not later than April 15 and October 15 of 
each year of Project implementation, starting on October 15, 2009 until 
the completion of the Project, the reports referred to in subparagraph (a) of 
Page  18
-17- 
paragraph 1 of this sub-Section and carry out a semi-annual Project 
implementation review to
,
inter alia
:
(A) evaluate progress in the carrying 
out of the Project; (B) assess progress in the carrying out of the works 
detailed in Part B of the Project, including compliance with the RAPs and 
EMPs referred to in Section I.D.2 of Schedule 2 to this Agreement; (C) 
assess progress in the implementation of the corrective action plans 
detailed in Sections I.D.3.(a)(ii) and I.D.3.(b)(ii) of Schedule 2 to this 
Agreement; (D) exchange views on progress achieved in the 
implementation of the Annual Action Plans and agree on the proposed 
activities for the upcoming year; and (E) identify any current 
implementation issues and propose solutions to resolve such issues; and 
(ii) after each of the preceding reviews, take all measures required to 
ensure the efficient completion of the Project and the achievement of the 
objectives thereof, based on the conclusions and recommendations of the 
said reviews and the Bank views on the matter. 
 
B.
 
Financial Management, Financial Reports and Audits
1. 
The Borrower (through MOT) shall, and shall cause the Implementing Entities to 
maintain or cause to be maintained a financial management system in accordance 
with terms and conditions acceptable to the Bank and the provisions of Section 
5.09 of the General Conditions. 
 
2. 
Without limitation on the provisions of Part A of this Schedule, the Borrower 
(through MOT) shall, and shall cause the Implementing Entities to prepare and 
furnish to the Bank (through MOT) as part of the Project Report not later than 
forty-five (45) days after the end of each calendar quarter, interim unaudited 
financial reports for the Project covering the quarter in form and substance 
satisfactory to the Bank. 
 
3. 
(a) 
The Borrower (through MOT) shall, and shall cause the Implementing 
Entities to have,
 the Project’s Financial Statements audited in accordance 
with the provisions of Section 5.09 (b) of the General Conditions.   
 
(b) 
Each audit of the Financial Statements shall: (i) cover the period of a 
semester in each fiscal year of the Borrower, commencing with the 
semester in the fiscal year in which the Effective Date occurs; (ii) include 
a
special opinion, prepared under terms of reference satisfactory to the 
Bank, providing assurances that the amounts disbursed under Categories 
(4), (5) and (6) correspond to Eligible Expenditures and have been fully 
documented through supporting documentation, in a manner satisfactory 
to the Bank.  The audited Financial Statements for each such period shall 
be furnished to the Bank not later than ninety (90) days after the end of 
such period. 
 
Page  19
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(c)   
The audit of the Financial Statements covering the last semester in the 
fiscal year in which the Closing Date occurs shall include a special 
opinion, prepared under terms of reference satisfactory to the Bank, 
confirming that all amounts (cumulative) disbursed under Categories (4), 
(5) and (6) correspond to Eligible Expenditures and have been fully 
documented through supporting documentation, in a manner satisfactory 
to the Bank. 
 
Section III
.
Procurement
A
.
General
1.
 
Goods and Works.  
 All goods and works required for the Project and to be 
financed out of the proceeds of the Loan shall be procured in accordance with the 
requirements set forth or referred to in Section I of the Procurement Guidelines, 
and with the provisions of this Section. 
 
2.
 
Consultants’ Services.  
All consultants’ services required for the Project and to 
be financed out of the proceeds of the Loan shall be procured in accordance with 
the requirements set forth or referred to in Sections I and IV of the Consultant 
Guidelines and with the provisions of this Section.   
 
3. 
Definitions.
 
The capitalized terms used below in this Section to describe 
particular procurement methods or methods of review by the Bank of particular 
contracts refer to the corresponding method described in the Procurement 
Guidelines, or Consultant Guidelines, as the case may be. 
 
B
.
Particular Methods of Procurement of Goods and Works
1.
 
International Competitive Bidding.
 
Except as otherwise provided in paragraph 
2
below, goods and works shall be procured under contracts awarded on the basis 
of International Competitive Bidding procedures.  
 
2.
 Domestic 
Preference. 
The provisions of paragraphs 2.55 and 2.56 of the 
Procurement Guidelines and Appendix 2 thereto, providing for domestic 
preference in the evaluation of bids, shall apply to goods manufactured in the 
territory of the Republic of Colombia.
 
3.
 
Other Methods of Procurement of Goods and Works
.
The following table 
specifies the methods of procurement, other than International Competitive 
Bidding, which may be used for goods and works.  The Procurement Plan shall 
specify the circumstances under which such methods may be used. 
Page  20
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Procurement Method 
(a) National Competitive Bidding (subject to the additional procedures set forth 
in sub-paragraphs (a) (iii) through (vii) of this paragraph) 
(b) Shopping 
(c)
 
Direct Contracting (with prior no objection from the Bank) 
(a) 
National Competitive Bidding
.
(i) 
Goods estimated to cost less than $250,000 equivalent per contract 
may be procured under contracts awarded in accordance with the 
provisions of paragraphs 3.3 and 3.4 of the Procurement 
Guidelines.  
 
(ii) 
Works estimated to cost less than $5,000,000 equivalent per 
contract may be procured under contracts awarded in accordance 
with the provisions of paragraphs 3.3 and 3.4 of the Procurement 
Guidelines.  
 
(iii) 
Before issuing any invitation to bid, the Borrower, through MOT, 
shall prepare and furnish or cause to be prepared and furnished to 
the Bank for approval, appropriate model bidding documents. 
Once approved by the Bank, the Borrower, through MOT, shall 
use, or cause to be used, said model bidding documents, as 
approved for bidding under the Project. Any change or departure 
from the model approved shall require Bank’s prior approval.  
 
(iv) 
All bidders, irrespective of whether they are foreigners or 
Colombians, will be treated equally and, particularly, no 
preference will be granted to any bidder or group of bidders for bid 
evaluation purposes. Bidders shall be allowed to submit their bids 
by hand or through the post office or private mailing services. 
There shall not be any requirement for any bidder to show 
evidence of the bidder's registration in any public registry, 
chamber of commerce or similar entity, whether in Colombia or 
elsewhere, or to appoint a representative domiciled in Colombia, 
unless and until such
 
bidder is awarded the corresponding contract.  
 
(v) 
Bids shall be opened in a public meeting to which bidders and their 
representatives shall be allowed to attend if they so wish. Date, 
time and place for the opening meeting shall be set forth in the 
bidding documents. Bid opening shall coincide with, or take place 
promptly after, the final date and time of the period for bid 
submission stipulated in the bidding documents. 
 
Page  21
-20- 
(vi) 
Each bid shall be evaluated and the corresponding contract 
awarded to the responsive bidder who meets appropriate technical 
and financial standards of capability and whose bid has been 
determined to be the lowest evaluated bid. Such determination 
shall be made exclusively on the basis of the specifications, 
conditions and evaluation criteria stipulated in the bidding 
documents. If any factor additional to the amount or amounts of 
each bid is to be considered in bid evaluation, such factor or 
factors and the quantified
 
manner on which they will be applied for 
purposes of determining the lowest evaluated bid shall be precisely 
stipulated in the bidding documents. For purposes of bid evaluation 
and comparison, the only bid amount or amounts to be used as a 
factor shall be the bid amount or amounts as quoted in the 
corresponding bid, including correction of arithmetic errors. 
 
(vii) 
The provisions of paragraph 2.47 of the Guidelines shall fully 
apply and, more specifically, bids shall not be disclosed to persons 
other than the persons officially charged with the task of 
comparing and/or evaluating the bids while they are performing 
their official duties, without the corresponding bidder's written 
authorization. Moreover, bidders shall not be required to provide 
such authorization as a condition to be entitled to bid. This 
confidentiality requirement shall apply until the award of contract 
is notified to the successful bidder. Thereafter, confidentiality of 
the bids shall be limited to those bid portions for which 
confidentiality has been specifically requested by the bidder in 
question.  
 
C. 
Particular Methods of Procurement of Consultants’ Services
1.
 
Quality- and Cost-based Selection.
 
Except as otherwise provided in paragraph 
2
below, consultants’ services shall be procured under contracts awarded on the 
basis of Quality and Cost-based Selection.
 
2.
 
Other Methods of Procurement of Consultants’ Services
.
The following table 
specifies the methods of procurement, other than Quality- and Cost-based 
Selection, which may be used for consultants’ services.  The Procurement Plan 
shall specify the circumstances under which such methods may be used. 
Page  22
-21- 
 
Procurement Method 
(a) Quality-based Selection 
(b) Individual Consultants 
(c) Consultants' Qualifications Selection 
(d) Least Cost Selection 
(e) Fixed Budget Selection 
(f) Single Source Selection (with prior no objection from the Bank) 
D.
 
Review by the Bank of Procurement Decisions
(a) 
The Procurement Plan shall set forth those contracts which shall be subject 
to the Bank’s Prior Review. 
 
(b) 
All other contracts shall be subject to Post Review by the Bank. 
 
Section IV
.
Withdrawal of Loan Proceeds
A. General
1.
 
The Borrower (through MOT), may withdraw the proceeds of the Loan in 
accordance with the provisions of Article II of the General Conditions, this 
Section, and such additional instructions as the Bank may specify by notice to the 
Borrower (including the “World Bank Disbursement Guidelines for Projects” 
dated May 2006, as revised from time to time by the Bank and as made applicable 
to this Agreement pursuant to such instructions), to finance items as set forth in 
the table in paragraph 2 below. 
 
2. 
The following table specifies the categories of items that may be financed out of 
the proceeds of the Loan (“Category”), the allocation of the amounts of the Loan 
to each Category, and the percentage of expenditures to be financed for items in 
each Category. 
Page  23
-22- 
 
Category
Amount of the Loan 
allocated 
(expressed in 
Dollars
)
Percentage of  
expenditures  
to be Financed
(1) Goods for Part A.2 of the 
Project 
 10,000 
100% 
(2) C
onsultants’ Services for: (a) 
Part A of the Project; and (b) 
audits 
 2,460,000 
100% 
(3) Training for Part A.2 (a) of the 
Project 
 30,000 
100% 
(4) Transfers for Parts B.1 and B.4 
of the Project 
 
165,500,000 
100% of amount transferred 
by the Borrower to 
Implementing Entities under 
the corresponding 
Subsidiary Agreements 
(5) Transfers for Parts B.2 and B.4 
of the Project 
 
106,000,000 
100% of amounts 
transferred by the Borrower 
to the city of Bogotá under 
the corresponding 
Subsidiary Agreement 
(6) Transfers for: (i) land 
acquisition under Part B.3(a) of 
the Project; and (ii) 
compensation to Affected 
Persons under Part B.3(b) of 
the Project 
 
26,000,000 
100% of amounts 
transferred by the Borrower 
to the Implementing Entities 
under the corresponding 
Subsidiary Agreements 
 
TOTAL AMOUNT 
 300,000,000 
 
B. 
Withdrawal Conditions; Withdrawal Period
1. 
Notwithstanding the provisions of Part A of this Section, no withdrawal shall be 
made from the Loan Account: 
 
(a) 
until the Bank has received payment in full of the Front-end Fee;  
 
(b) 
 for payments made prior to the date of this Agreement, except that 
withdrawals up to an aggregate amount not to exceed $20,000,000 
equivalent may be made for payments for Transfers made by the Borrower 
(through MHCP) prior to such date but on or after April 21, 2009 for items 
under Category (4) for: 
 
(i) 
the Participating City of Barranquilla if the Bank has been 
furnished with documentary evidence, satisfactory to the Bank, 
Page  24
-23- 
confirming that: (A) all its RAPs Type B set forth in the table 
inserted in Section III of the Appendix to this Agreement have 
been updated for the purposes of this Agreement (pursuant to the 
provisions of Section I.D.2 (a) of Schedule 2 to this Agreement); 
and (B) the respective Subsidiary Agreement has been updated; 
and 
 
(ii) 
the Participating City of Cartagena if the Bank has been furnished 
with documentary evidence, satisfactory to the Bank, confirming 
that: (A) all its RAPs Type B set forth in the table inserted in 
Section III of the Appendix to this Agreement have been updated 
for the purposes of this Agreement (pursuant to the provisions of 
Section I.D.2 (a) of Schedule 2 to this Agreement); (B) the 
Participating City or the Implementing Entity, as the case may be, 
has satisfactorily resolved all grievance procedures raised by 
Affected Persons under any of its RAPs Type A; and (C) the 
respective Subsidiary Agreement has been updated; 
 
(c) 
for payments made prior to the date of this Agreement, except that 
withdrawals up to an aggregate amount not to exceed $40,000,000 
equivalent may be made: (i) for payments for Transfers made by the 
Borrower (through MHCP) prior to such date but on or after April 21, 
2009 for items under Category (5), provided that (ii) such Transfers cover 
Eligible Expenditures 
for the City of Bogotá as defined in Section I.11 (a) 
of the Appendix to this Agreement and if the Bank has been furnished 
with documentary evidence, satisfactory to the Bank, confirming that the 
City of Bogotá or the Implementing Entity, as the case may be, has 
satisfactorily resolved all grievance procedures raised by Affected Persons 
under any of its RAPs Type A; and  
 
(d) 
for payments for expenditures under Category (6) in respect of a Transfer 
to be made by the Borrower to the respective Implementing Entity, unless 
the Bank has received documentary evidence confirming, in a manner 
acceptable to the Bank, that land acquisition has been completed pursuant 
to the provisions of the respective RAP. 
 
2.
 
The Closing Date is March 31, 2012.  
Page  25
-24- 
SCHEDULE 3 
 
Amortization Schedule 
 
1. 
The following table sets forth the Principal Payment Dates of the Loan and the 
percentage of the total principal amount of the Loan payable on each Principal 
Payment Date (
“Installment Share”).  If the proceeds of the Loan have been fully 
withdrawn as of the first Principal Payment Date, the principal amount of the 
Loan repayable by the Borrower on each Principal Payment Date shall be 
determined by the Bank by multiplying:  (a) Withdrawn Loan Balance as of the 
first Principal Payment Date; by (b) the Installment Share for each Principal 
Payment Date, such repayable amount to be adjusted, as necessary, to deduct any 
amounts referred to in paragraph 4 of this Schedule, to which a Currency 
Conversion applies. 
 
Principal Payment Date 
Installment Share 
(Expressed as a Percentage)
 
February 15, 2021 
5% 
August 15, 2021 
5% 
February 15, 2022 
5% 
August 15, 2022 
5% 
February 15, 2023 
5% 
August 15, 2023 
5% 
February 15, 2025 
5% 
August 15, 2025 
5% 
February 15, 2026 
5% 
August 15, 2026 
5% 
February 15, 2028 
5% 
August 15, 2028 
5% 
February 15, 2029 
5% 
August 15, 2029 
5% 
February 15, 2030 
5% 
August 15, 2030 
5% 
February 15, 2031 
5% 
August 15, 2031 
5% 
February 15, 2032 
5% 
August 15, 2032 
5% 
2.  
If the proceeds of the Loan have not been fully withdrawn as of the first Principal 
Payment Date, the principal amount of the Loan repayable by the Borrower on 
each Principal Payment Date shall be determined as follows: 
 
(a) 
To the extent that any proceeds of the Loan have been withdrawn as of the 
first Principal Payment Date, the Borrower shall repay the Withdrawn 
Page  26
-25- 
Loan Balance as of such date in accordance with paragraph 1 of this 
Schedule. 
 
(b) 
Any amount withdrawn after the first Principal Payment Date shall be 
repaid on each Principal Payment Date falling after the date of such 
withdrawal in amounts determined by the Bank by multiplying the amount 
of each such withdrawal by a fraction, the numerator of which is the 
original Installment Share specified in the table in paragraph 1 of this 
Schedule for said Principal Payment Date (
“Original Installment Share”) 
and the denominator of which is the sum of all remaining Original 
Installment Shares for Principal Payment Dates falling on or after such 
date, such amounts repayable to be adjusted, as necessary, to deduct any 
amounts referred to in paragraph 4 of this Schedule, to which a Currency 
Conversion applies. 
 
3. 
(a) 
Amounts of the Loan withdrawn within two calendar months prior to any 
Principal Payment Date shall, for the purposes solely of calculating the 
principal amounts payable on any Principal Payment Date, be treated as 
withdrawn and outstanding on the second Principal Payment Date 
following the date of withdrawal and shall be repayable on each Principal 
Payment Date commencing with the second Principal Payment Date 
following the date of withdrawal. 
 
(b) 
Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if 
at any time the Bank adopts a due date billing system under which 
invoices are issued on or after the respective Principal Payment Date, the 
provisions of such sub-paragraph shall no longer apply to any withdrawals 
made after the adoption of such billing system.  
 
4. 
Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a 
Currency Conversion of all or any portion of the Withdrawn Loan Balance to an 
Approved Currency, the amount so converted in the Approved Currency that is 
repayable on any Principal Payment Date occurring during the Conversion Period, 
shall be determined by the Bank by multiplying such amount in its currency of 
denomination immediately prior to the Conversion by either: (i) the exchange rate 
that reflects the amounts of principal in the Approved Currency payable by the 
Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if 
the Bank so determines in accordance with the Conversion Guidelines, the 
exchange rate component of the Screen Rate. 
 
Page  27
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APPENDIX 
Section I
.
Definitions
1. 
“Affected Persons” means persons who, on account of an involuntary taking of 
land under the Project, had or would have their: (a) standard of living adversely 
affected; or (b) right, title or interest in any house, land (including premises, 
agricultural and grazing land) or any other fixed or movable asset  acquired or 
possessed, temporarily or permanently; or (c) access to productive assets 
adversely affected, temporarily or permanently; or (d) business, occupation, work 
or place of residence or habitat adversely affected, temporarily or permanently in 
compliance with the Bank’s policy on Involuntary Resettlement (OP 4.12); and 
“Affected Person” means any of the Affected Persons. 
 
2. 
“Annual Action Plan” means any of the plans referred to in Section I.A.3 of 
Schedule 2 to this Agreement. 
 
3. 
“Anti-Corruption Guidelines” means the “Guidelines on Preventing and 
Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA 
Credits and Grants”, dated October 15, 2006. 
 
4. “
Bogotá Transmilenio S.A.
”
means the transportation entity responsible for 
planning and managing of the mass transit system established and operating in the 
city of Bogotá, or any successor or successors thereto. 
 
5. 
“BRTS” means the bus rapid transit system. 
 
6. 
“Category” means a category set forth in the table in Section IV of Schedule 2 to 
this Agreement.  
 
7. 
“City of Bogotá” means the Borrower’s capital city.  
 
8. 
“Consultant Guidelines” means the “Guidelines: Selection and Employment of 
Consultants by World Bank Borrowers” published by the Bank in May 2004 and 
revised in October 2006.
 
9. 
“CONPES” means a document issued by DNP (as hereinafter defined), 
authorizing a Participating City (as hereinafter defined) to participate in the 
National Urban Transport Program (as hereinafter defined) and detailing the 
technical, physical, operational and financial aspects of said city’s BRTS projects.
 
10. “DNP” 
means 
Departamento Nacional de Planeación, 
the Borrower’s Planning 
Department, and its successor or successors thereto. 
 
11. 
“Eligible Expenditure”  means (as a supplement to the general definition in item 
36 of the Appendix to the General Conditions) any of the expenditures incurred 
Page  28
-27- 
by the Borrower corresponding to Categories (1), (2) or (3) for Part A of the 
Project, or in connection with the Transfers made (through MHCP) to the 
Implementing Entities, for Parts B.2 and B.4 of the Project, and the City of 
Bogotá, for Parts B.1 and B.4 of the Project, if such expenditures correspond to: 
(a) (i) contracts for goods, works and services procured by the Implementing 
Entities pursuant to the provisions of Section III of Schedule 2 to this Agreement;  
and (ii) contracts for works procured by the City of Bogotá for the NQS Line of 
the 
Bogotá Transmilenio S.A. 
 pursuant to the provisions of Section II.B.1 (c) of 
Schedule 4 to the Original Loan Agreement, all  for the exclusive purposes of 
their respective Parts of the Project, and documented through a statement of 
transfer (SOT)  in a manner satisfactory to the Bank; and/or (b) the amounts 
required to compensate relevant Affected Persons for the replacement cost of land 
acquired for the exclusive purposes of Part B.1 of the Project, respectively, and 
documented through a statement of transfer (SOT) in a manner satisfactory to the 
Bank; and/or (c) the amounts required to compensate relevant Affected Persons 
for the involuntary resettlement carried out for the exclusive purposes of Part B.1 
of the Project, under the respective RAP, and documented through a SOT in a 
manner satisfactory to the Bank.  A Transfer by itself does not qualify as an 
Eligible Expenditure. 
 
12. 
“Environmental Management Framework” and the acronym “EMF” mean 
Lineam
ientos Ambientales para el Diseño, Construcción y Seguimiento de 
Proyectos de Sistemas de Transporte Masivo en Colombia
,
the guidelines issued 
by DNP 
and the Borrower’s Ministry of the Environment (as hereinafter defined) 
dated March, 2004, as amended to the date of this Agreement, as set forth in 
Section I.D.1.(c) of Schedule 2 to this Agreement. 
 
13. 
“Environmental Management Plan” and the acronym “EMP” mean 
Plan de 
Manejo Ambiental
,
the plan of action related to the carrying out of any of the 
activities under Part B of the Project, satisfactory to the Bank, adopted by the 
respective Participating City and the City of Bogotá, and to be implemented by 
the respective Implementing Entity, under the Borrower’s supervision exercised 
through MOT, referred to in Section I.D.2.(b) of Schedule 2 to this Agreement. 
 
14. 
“Fiduciary Trust Arrangement” means 
Encargo Fiduciario
,
the fiduciary trust 
arrangement established by any of the Implementing Entities (as hereinafter 
defined) (with the exception of the City of Bogotá) with the previous approval of 
the Borrower (through MOT) and the respective Participating City (as hereinafter 
defined) for the purposes of receiving a Transfer from the Borrower (through the 
MHCP), for the carrying out of the respective activities under Part B of the 
Project.  
 
15. 
 “Full Replacement Cost” means the methodology to be used by the Borrower or 
an Implementing Entity for the valuation of assets lost by Affected Persons (when 
such loss is attributable directly to the execution of Part B of the Project) and for 
Page  29
-28- 
which the compensation shall be provided in an amount sufficient to replace such 
assets, in accordance with the terms of the RAPs and in compliance with the 
Bank’s policy on Involuntary Resettlement (OP 4.12). 
 
16. 
 “General Conditions” means the “International Bank for Reconstruction and 
Development General Conditions”, dated July 1, 2005, as amended through 
February 12, 2008 with the modifications set forth in Section II of this Appendix. 
 
17. “Implementing 
Entity” 
means 
Ente Gestor
,
a
corporate transportation entity 
established for each Participating City (as hereinafter defined) pursuant to the 
provisions of the Borrower’s industrial and commercial enterprise laws, which is 
responsible as a local BRTS agency for the implementation of the BRTS activities 
in any of the Participating Cities and the City of Bogotá, including the following: 
(a) 
Transcaribe 
(
Cartagena
);
 
(b)
 Transmetro 
(
Barranquilla
); (c)
 M
etrolínea 
(
Bucaramanga
); (d)
 Metroplus S.A. 
(
Medellín
); and (e) 
Transmilenio S.A 
(
Bogotá
)
(collectively referred to as “Implementing Entities”).  
 
18. 
 “Implementation Letter” means the letter dated September 21, 2004, from the 
Borrower to the Bank, setting forth: (a) the Project monitoring indicators; and (b) 
the conditions and institutional responsibilities for the provision of Transfers (as 
hereinafter defined) and the carrying out of land acquisition and compensation 
procedures, as updated for the purposes of the activities detailed in Schedule 1 to 
this Agreement. 
 
19. “IMTS” 
means 
Sistema Integrado de Transporte Masivo
,
the Borrower’s 
Integrated Mass Transit Systems. 
 
20. 
“IMTS Legislation” means the Borrower’s Law No. 86 dated December 29, 1989 
as amended by the Borrower’s Law No. 310 dated August 6, 1996 and published 
in the Borrower’s Official Gazette N° 42853 dated August 12, 1996, providing for 
the joint financing (between MHCP and the Participating Cities) of infrastructure 
works required under the NUTP, through the provision of Transfers (as amended 
to the date of this Agreement).  
 
21. 
“Management Resolution” means 
Resolución de Gerencia
,
the directive issued by 
the governing body (
Junta Directiva
)
of
the corresponding Implementing Entity 
approving a RAP and setting forth guidelines and procedures for the calculation 
and payment of compensation to Affected Persons under the respective RAP. 
 
22. 
“MHCP” means 
Ministerio de Hacienda y Crédito Público
,
the Borrower’s 
Ministry of Finance and Public Credit, or any successor or successors thereto. 
 
23. “MOT” 
means 
Ministerio de Transporte, 
the Borrower’s Ministry of Transport or 
any successor or successors thereto. 
 
Page  30
-29- 
24. 
“National Urban Transport Program” and the acronym “NUTP” mean the 
Borrower’s program aimed at improving long-term sustainability, efficiency and 
quality of urban transport, through the provision of joint financing (between the 
national and municipal levels of government) of infrastructure investments in the 
Participating Cities and the City of Bogotá, through the provision of annual 
transfers established  pursuant to the provisions of CONPES No. 3167 dated May 
23, 2002 and CONPES No. 3260 dated December 15, 2003, as the same may be 
amended to the date of this Agreement.  
 
25. 
“NQS Line of the Bogotá Transmilenio S.A.” means the 
Norte Quito Sur 
transportation
 
corridor managed by Bogotá Transmilenio S.A. 
 
26. 
“Operational Manual” means the manual referred to in Section I.A.2 of Schedule 
2
to this Agreement.  
 
27. 
“Original Loan Agreement” means the agreement entered into between the 
Borrower and the Bank for the provision of the original loan for the Integrated 
Mass Transit Systems Project dated September 21, 2004, as amended to the date 
of this Agreement (Loan No. 7231-CO). 
 
28. 
“Original Project” means the Project first described in the Original Loan 
Agreement, as amended in Schedule 1 to this Agreement. 
 
29. 
“Participating City” means any of the Borrower’s municipal governments 
established and operating in the cities of Barranquilla, Bucaramanga, Cartagena, 
and Medellín selected according to eligibility criteria set forth in the Operational 
Manual to participate under the expanded Project activities detailed in Schedule 1 
to this Agreement (collectively referred to as “Participating Cities”).  
 
30. “PCU” 
means 
Grupo Interno de Trabajo para apoyar los Proyectos de los 
Sistemas Integrados de Transporte Masivo del P
aís Cofinanciados por la Nación
,
the 
Borrower’s unit created pursuant to MOT’s Resolution No. 003500, dated 
November 29, 2004, as set forth in  the Operational Manual, and its successor or 
successors thereto. 
 
31. 
“Procurement Guidelines” means the “Guidelines: Procurement under IBRD 
Loans and IDA Credits” published by the Bank in May 2004 and revised in 
October 2006. 
 
32. 
“Procurement Plan” means the Borrower’s procurement plan for the Project 
referred to in paragraph 1.16 of the Procurement Guidelines and paragraph 1.24 of 
the Consultant Guidelines, dated March 31, 2009 and updated for the purposes of 
this Agreement.  
 
Page  31
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33. 
“RAP Type A” means a RAP concluded as of June 24, 2009 as set forth in 
Section III of this Appendix. 
 
34. 
“RAP Type B” means a RAP under implementation and approved by the Bank as 
of June 24, 2009, and as updated pursuant to the provisions of Section 5.01 (d) of 
this Agreement, as set forth in Section III of this Appendix. 
 
35. 
“RAP Type C” means a RAP under preparation as of June 24, 2009 and pending 
the Bank’s approval as set forth in Section III of this Appendix. 
 
36. 
“Resettlement Action Plan” and the acronym “RAP” mean 
Plan de Adquisición 
Predial y Reasentamiento
,
any of the resettlement action plans satisfactory to the 
Bank, adopted by an Implementing Entity (through a Management Resolution) 
pursuant to the provisions of Section I.D.2.(a) of Schedule 2 to this Agreement for 
the carrying out of Part B of the Project.  
 
37. 
“Resettlement Policy Framework” and the acronym “RPF” mean 
Marco de 
Política de Reasentamiento
,
the policy framework for the carrying out of Part B 
of the Project dated February 23, 2004, as updated for the purposes of this 
Agreement by MOT, in close consultation with DNP, referred to in Section I. 
D.1.(b) of Schedule 2 to this Agreement.  
 
38. 
“Social Management Team” means the team of specialists established in each 
Implementing Entity which shall be responsible for the management of social 
issues raised in the context of Part B of the Project that may trigger any of the 
provisions of Section I.D of Schedule 2 to this Agreement (collectively referred to 
as “Social Management Teams”). 
 
39. 
“Subsidiary Agreement” means 
Convenio de Cofinanción,
 any of the tripartite 
agreements entered into between: (a) the Borrower, represented by MHCP and 
MOT; (b) a Participating City
 or the City of Bogotá represented by the 
corresponding municipal authority (Mayor); and (c) the respective Implementing 
Entity, represented by its legally authorized official as set forth in Section I.B of 
Schedule 2 to this Agreement. 
 
40. 
 “Transfers” means the amount transferred by the Borrower (through MHCP) to 
any of the Implementing Entities, through (with the exception of the City of 
Bogotá) a Fiduciary Trust Arrangement to cover the Borrower’s contributions for 
the financing of Eligible Expenditures incurred by any of the Implementing 
Entities in connection with the carrying out of their respective works detailed in 
Part B of the Project.  
 
Page  32
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Section II
.
Modifications to the General Conditions
The modifications to the General Conditions are as follows:   
 
1. 
Paragraph (l) of Section 7.02 is modified to read as follows: 
 
“Section 7.02. 
Suspension by the Bank  
 
... (l) 
Ineligibility
.
The Bank or the Association has declared the Borrower 
(other than the Member Country) or the Project Implementing Entity ineligible to 
receive proceeds of any financing made by the Bank or the Association or 
otherwise to participate in the preparation or implementation of any project 
financed in whole or in part by the Bank or the Association, as a result of a 
determination by the Bank or the Association that the Borrower or the Project 
Implementing Entity has engaged in fraudulent, corrupt, coercive or collusive 
practices in connection with the use of the proceeds of any financing made by the 
Bank or the Association.” 
 
2. 
The following terms and definitions set forth in the Appendix are modified or 
deleted as follows, and the following new terms and definitions are added in 
alphabetical order to the Appendix as follows, with the terms being renumbered 
accordingly: 
 
(a) 
The definition of the term “Conversion Date” is modified to read as 
follows: 
 
“‘Conversion Date’ means, in respect of a Conversion, the Execution Date 
(as herein defined) or such other date as requested by the Borrower and 
accepted by the Bank, on which the Conversion enters into effect, and as 
further specified in the Conversion Guidelines.” 
 
(b) 
The definition of the term “Variable Rate” is modified, in relevant part, to 
read as follows: 
 
“(c) 
upon a Currency Conversion to an Approved Currency of an 
amount of the Withdrawn Loan Balance that accrues interest at a variable 
rate during the Conversion Period, the variable rate of interest applicable 
to such amount shall be equal to either: (i) the sum of: (A) LIBOR,  or 
such other base rate as may be agreed by the Borrower and the Bank
,
for 
the Approved Currency; plus (B) the spread to LIBOR or to such other 
base rate
,
if any, payable by the Bank under the Currency Hedge 
Transaction relating to said Currency Conversion; or (ii) if the Bank so 
determines in accordance with the Conversion Guidelines, the interest rate 
component of the Screen Rate.” 
 
Page  33
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Section III
.
Resettlement Action Plans
RAPs Type A 
City 
Name 
Status as of June 24, 2009 
1
Bogotá 
Plan Remedial de Gestión Social 
para la NQS  
Concluded 
2
Bogotá 
Plan Remedial de Gestión Social, 
Grupo Focal: Vendedores de Flores 
de Apogeo 
Concluded 
3
Bucaramanga 
Plan de Reasentamiento Glorieta 
Quebrada Seca con Cra.15  
Concluded 
4
Bucaramanga 
Plan de Reasentamiento 
Construcción  Paso Vehicular 
Deprimido en la Cra.17 con 
Diagonal 15  
Concluded 
5
Cartagena
 
Plan de Reasentamiento Amparo-
Portal
 
Concluded 
6
Medellín 
Plan de Adquisición Predial y 
Reasentamiento de Medellín 
(general) 
Concluded 
7
Medellín 
Plan de Ocupantes de Espacio 
Público - Medellín 
Concluded 
8
Pereira 
Plan de Reasentamiento Proyecto 
Megabus 
Área Metropolitana del Centro 
Occidente  - Centro y Dosquebradas 
Concluded 
9
Pereira 
Plan de Reasentamiento Proyecto 
Megabus  Sectores del parque de 
Cuba y Barrio Brisas del Consota del 
Municipio de Pereira  
Concluded 
RAPs Type B 
City 
Name 
Status as of June 24, 2009 
1
Barranquilla
 
Plan para los Ocupantes del Espacio 
Público en el Municipio de Soledad 
y
Barranquilla 
 
Implementation
 
2
Barranquilla 
Plan de Adquisición Predial y 
Reasentamiento (general) 
Implementation 
3
Bucaramanga 
Plan de Reasentamiento Metrolínea-
Sistema Integrado de Transporte 
Masivo del Área metropolitana de 
Bucaramanga (y Ocupantes del 
Espacio Público) 
Implementation 
4
Cartagena 
Plan de Reasentamiento (General) 
Implementation
 
5
Cartagena
 
Plan para los Ocupantes del Espacio 
Público (general) 
 
Implementation 
Page  34
-33- 
6
Medellín-Itagüí
 
Plan de Adquisición Predial y 
Reasentamiento Pretroncal Sur Itagüí 
Implementation 
7
Medellín-Envigado
 
Plan de Adquisición Predial y 
Reasentamiento de Envigado
 
Implementation 
8
Pereira 
Plan de Reasentamiento Avenida San 
Mateo 
Implementation 
RAPs Type C 
City 
Name 
Status as of June 24, 2009 
1
Bucaramanga
 
Plan de Reasentamiento Portales
 
Preparation 
2
Barranquilla
 
Plan de Adquisición Predial y 
Reasentamiento para Barranquillita y 
Soledad
 
Preparation 
3
Medellín-Itagüí
 
Plan de Adquisición Predial y 
Reasentamiento Tramos 4 y 5
 
Preparation 
4
Medellín-Envigado
 
Plan de Adquisición Predial y 
Reasentamiento Tramo 2
 
Preparation