Page 1 January 14, 1991 Dr. Francisco Ortega Gerente General Banco de la Republica Carrera 7, No. 1478 Edificio Avianca Bogota, Colombia Re: Loan No. 3025-CO (Fifth Small and Medium Scale Enterprise Project) - Amendment Dear Sir: Please refer to the Loan Agreement for the above-referenced Project (the Loan Agreement) between the International Bank for Reconstruction and Development (the Bank) and Banco de la Republica (the Borrower) dated September 25, 1989. In response to your request and the discussions between our respective representatives, we are pleased to inform you that the Bank agrees to amend the Loan Agreement as follows: A. Section 1.02 1. Paragraph (h) is hereby deleted and the following substituted therefor: (h) "FFIC" means the Fondo Financiero Industrial Comercial, the Guarantor's industrial and commercial fund. 2. Paragraph (i) is hereby amended by deleting "FFI Regulations" and substituting "FFIC Regulations" therefor. B. Section 2.03 Section 2.03 is hereby amended by deleting "December 31, 1993" and substituting "June 30, 1995" therefor. C. Section 3.01 (b) Section 3.01 (b) is hereby amended by deleting "June 30, 1989" and substituting "September 30, 19911, therefor. D. Section 3.02 ((g) Section 3.02 (g) is hereby amended by deleting "June 30, 1991" and substituting "December 31, 1992" therefor. E. Section 5.01 (e) Section 5.01 (e) is hereby amended by deleting 'IFFI Regulations" and substituting "FFIC Regulations" therefor. F. Section 6,01 (b) Section 6.01 (b) is hereby amended by deleting "Fondo Financiero Industrial" and substituting "Fondo Financiero Industrial y Comercial" therefor. G. Schedule 2 Schedule 2 is hereby amended by deleting "June 30, 1993" and substituting "December 31, 1994" therefor. H. Schedule 4 Page 2 1. Part 1, paragraph (b) (ii) is hereby amended by deleting "$120,000,000" and substituting "120,000" therefor. 2. Part 2, paragraph 1 is hereby amended by deleting "1989-1990" and substituting "1991-1992" therefore. 3. Part 4, paragraph 1 (iii) of the Terms and Conditions of Subagreements is hereby amended by: (i) deleting "one to" in the tenth line and substituting "up to" therefor and (ii) inserting "up to" between "of" at the end of the eleventh line and "one" in the twelfth line indicated. 4. The Annex to Schedule 4 is hereby amended to read in its entirety as in the Annex attached hereto. This amendment shall take effect on the date the Loan Agreement becomes effective. Please indicate your agreement to the foregoing amendment by signing and dating this letter in the space provided below. This amendment is executed in two counterparts, each of which constitutes an original. Upon your confirmation please return one fully executed original to us. Because of their interest in this matter as Guarantor, a copy of this letter is being sent to the Minister of Finance and Public Credit of the Republic of Colombia. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ John M. Page Acting Country Director Latin America and the Caribbean Region CONFIRMED: BANCO DE LA REPUBLICA By /s/ Francisco Ortega Authorized Representative Date: January 24, 1991 cc: Dr. Rudolph Hommes Ministro de Hacienda y Credito Publico Ministerio de Hacienda y Credito Publico Palacio de los Ministerios Plaza San Agustin Bogota, D.E. Colombia ANNEX TO SCHEDULE 4 Table of Rates Credit Line The Bank FFIC (Directed Credit Page 3 Intermediary (DTF) Maximum Rate to SME DTF+6 DTF+6 Central Bank Rate to Financial Intermediary and Managing Institution DTF DTF Financial Intermediary Margin (percentage points) 6 6