ANEXO E - PROCEDIMIENTO PARA LA UTILIZACIÓN DEL TERMINAL COVEÑAS

1. Para efectos de la utilización del Terminal Coveñas se tendrán en cuenta las reglas y procedimientos establecidos en el presente anexo así como en el documento denominado “OCENSA COVEÑAS TERMINAL OFF-TAKE PROCEDURES”. 2. Respecto del procedimiento Over/Under, el cual aplicará únicamente sobre los inventarios en el Terminal Coveñas, el Transportador no podrá asignar un Turno de Amarre (Layday) bajo el mismo cuando el plazo requerido por el Remitente Inicial para restituir el Petróleo que se le ha prestado para el cargue, por parte de otro Remitente Inicial, sea superior a 120 días. Para el cálculo del término anterior, el Transportador tendrá en cuenta el plan de transporte para los próximos 5 meses elaborado por el respectivo Remitente Inicial así como la vigencia del Contrato.

3. En caso de que transcurridos 180 días desde la fecha en que se prestó el Petróleo, el Remitente Inicial no haya realizado la devolución del mismo, éste deberá proceder a pagar el Petróleo no reintegrado, así como los costos y gastos que por concepto de impuestos deban reconocerse, a quienes señale el Transportador, por lo que desde ya el Remitente Inicial acepta que el número de Barriles que se le han prestado será aquél que establezca el Transportador en la comunicación en la que le informa la obligación de pago a su cargo. El precio que deberá pagar el Remitente Inicial por Barril no restituido será el mayor entre el Valor Declarado y el precio del Petróleo al día del pago calculado en los términos establecidos para fijar el Valor Declarado. En caso de mora en el pago el Remitente Inicial reconocerá y pagará intereses de mora a una tasa anual de Libor +4. Una vez realizado el pago, el Remitente Inicial informará al Transportador respecto del mismo con el fin de que en los inventarios del Terminal Coveñas se vea reflejada dicha situación. El Remitente Inicial reconoce que el Transportador no será responsable por la devolución del Petróleo o pago del mismo, según sea el caso. 4. Teniendo en cuenta la naturaleza de puerto público del Terminal Coveñas, las reglas establecidas en el presente anexo así como en el Off Take Procedures sólo estarán vigentes mientras el Reglamento de Condiciones Técnicas de Operación del Terminal Coveñas es aprobado por la Agencia Nacional de Infraestructura (en adelante, ANI) y/o el Transportador fije nuevas reglas al respecto. El Remitente Inicial entiende y acepta, por lo tanto, que el Transportador es autónomo en la determinación de las reglas que deben regir para la utilización del Terminal Coveñas.

Así las cosas, el presente Anexo será remplazado en la medida en que el Transportador actualice o expida los reglamentos aplicables para la utilización del Terminal Coveñas, incluyendo pero sin limitarse al Reglamento de Condiciones Técnicas de Operación del Terminal Coveñas. Para cada actualización del presente anexo, el Transportador deberá enviar al Remitente Inicial una notificación, tan pronto como le sea posible, en la que incluirá: (i) la fecha a partir de la cual aplicará la modificación, (ii) las modificaciones realizadas y, de ser el caso (iii) una copia de la resolución en la que la ANI autorizó la modificación al Reglamento de Condiciones Técnicas de Operación del Terminal Coveñas.

ANEXO E - OCENSA COVEÑAS TERMINAL OFF-TAKE PROCEDURES

INDEX Page

1. Definitions 2 2. Available Crude and Lifting Schedule 8 3. Ship Acceptance and Shipment Nomination 12 4. Ship Mooring Conditions 17 5. Ship Loading Conditions 19 6. Documents 20 7. Laytime and Delays 20 8. Quantity and Quality Measurements 24 9. Delivery 30 10. Overlifting / Underlifting 31 11. Non withdrawn volume 31 12. Force Majeure 33 13. Notices 33 14. Logistics and Communication Procedures 35 Attachment #1

OLEODUCTO CENTRAL S.A.

COVEÑAS TERMINAL OFF-TAKE PROCEDURES

1. Definitions

Following terms, listed in alphabetical order, will have the following meaning in this procedure, on the understanding that those terms in singular form include the plural and viceversa, as required: 1.1 ALL FAST: means the moment when the vessel has finished its

mooring operation; exact instance when the bow stopper blocks the chaf-chain and vessel is connected to the buoy.

1.2 ANCHORAGE AREA OR POINT OF ARRIVAL: means the zone

defined by DIMAR as the authorized site for arriving to the Coveñas Port, besides it is the place where the vessels can stay anchored. This area is around the point located at Latitude North 09 degrees 33’, and Longitude West 75 degrees 51’, as indicated in International Navigational Charts.

1.3 AVAILABLE CAPACITY OF TERMINAL: has the meaning indicated on

article 2.1 of this procedure.

1.4 AVAILABLE VOLUME: means the accumulated net balance of crude owned by any of the Exporters, which is placed, at any time, on the Terminal.

1.5 BARREL: means a volume equal to 42 gallons of the United States of

America, at a 60°F temperature, and a 14,696 pounds per square inch (PSI) pressure. Each gallon equals to 3.7853 liters.

1.6 CARGO CONDITIONS FOR SCHEDULING: means the rules for cargo

assignation as established in Attachment 1 of this procedure. Those conditions could be amended, from time to time, considering changes in operational and commercial conditions by the Operator.

1.7 COLOMBIAN BUSINESS DAY: any working days according to

Colombia’s labor calendar.

1.8 CONTRACT: means the Contract executed between the Exporter and Ocensa.

1.9 DAY: means a 24 hour period starting at 00:01 any day and ending at

24:00 the same day, always referred to Colombian time. Whenever reference is made herein to an action carried out on a specific day, it

shall be understood that such action is carried out and finished before 24:00 on that day.

1.10 DEADWEIGHT TONNAGE: means the total cargo, plus bunkers,

stores, etc., which a ship can carry up to her Plimsoll Line or Marks.

1.11 DELAY: means the excess time spent for loading, in relation to the agreed Lay Time”.

1.12 DIMAR: means “Dirección General Marítima”.

1.13 ETA (ESTIMATED TIME OF ARRIVAL): means the estimated date

and local time of vessels arrival to Coveñas port.

1.14 EXCUSABLE EVENT: has the meaning indicated on article 12 of this procedure.

1.15 EXPORTER: means any of the parties able to nominate and export

crude oil using the facilities of the Terminal due to a Contract.

1.16 FINAL WINDOWS PROGRAM: means a program made by the Operator where the dates and property of the cargoes for Month M are confirmed, assigning the final Laydays for each cargo.

1.17 FOB: means Free on Board at the shipping port, according to

"INCOTERMS" 1990, entry into force July 1st 1990.

1.18 FORCE MAJEURE: has the meaning indicated on article 12 of this procedure.

1.19 FREE PRATIQUE: means a local Colombian requirement in which the

Colombian authorities: Capitanía de Puerto and DAS (Departamento Administrativo de Seguridad), revise documents, vessel’s certificates, crew’s passports and seaman books. Once Free Pratique is granted the Operator may start mooring and loading operations.

1.20 INDEPENDENT INSPECTOR: means a registered company in

Colombia, which in name and on behalf of the buyer and seller of the cargo, witnesses procedures involved in the quantity and quality determination of withdrawals at the Terminal.

1.21 INITIAL CRUDE INVENTORY: means the initial inventory in Ocensa

Pipeline System on Month M-2 which is obtained as a result of the Quality Bank procedure.

1.22 LAYDAYS: means the period of forty-eight (48) consecutive hours

allowed for a specific ship to arrive and commence loading and it is established in the Lifting Schedule.

1.23 LAYTIME: has the meaning indicated on Clause 7.1 of this procedure.

1.24 LIFTING SCHEDULE: means the schedule established by the Operator

for Month M, which indicates the volumes that every Exporter will lift during Month M and the dates assigned for each lifting. Lifting Schedule refers either to Preliminary Windows Program or Final Windows Program.

1.25 LOADING PERIOD: has the same meaning of Laydays.

1.26 LOADING PRIORITY: means the assigned turn given by the Operator

to an Exporter of a particular nomination with respect to others, according to the Lifting Schedule.

1.27 MARINE AGENT: means a registered company in Colombia recognized

and authorized by the Operator, which represent the Charterer or Shipowner locally.

1.28 MARPOL: means the International Convention for Prevention of

Pollution by Ships, issued in London on November 2, l973, and approved by Colombian Congress through Law 12 of 1981.

1.29 MONTH M: means at any time, the calendar month to be scheduled;

following the month M-1. 1.30 MONTH M-1: means at any time, the month preceding the month

scheduled or programmed. 1.31 MONTH M-2: means at any time, the two calendar months preceding

the scheduled month. 1.32 NOR (NOTICE OF READINESS): means the message sent by a ship

captain to the Operator, indicating that the ship is ready in all respects to commence mooring and loading operation. NOR only will be accepted by the Operator if it is sent from Anchorage Area or Point of Arrival.

1.33 OCENSA PIPELINE SYSTEM: means the line and other facilities built

by Ocensa to transport crude from Cusiana and Cupiagua production fields to the Coveñas Terminal onshore facilities. This definition incorporates all future pipeline upgrades, extensions, additions or modifications.

1.34 OPERATOR: means Oleoducto Central S.A. Ocensa.

1.35 OVERLAP WINDOWS: means the period of three days (seventy-two consecutive hours) allowed for two different ships to arrive and commence loading and it is established in the Lifting Schedule.

1.36 OVERLIFT: means the negative available volume of an Exporter at a

given moment.

1.37 PILOT STATION: means the geographic point located on Latitude North 09 degrees 31’ 36’’ and Longitude West 75 degrees 48’ 36’’.

1.38 PRELIMINARY WINDOWS PROGRAM: means a program made by the

Operator where the dates and property of the cargoes for Month M are determined, assigning a five days range for each cargo.

1.39 QUALITY BANK: means a monthly procedure made by the Operator

which establishes a monetary system to compensate shippers for degradation of the oil they receive compared to the oil which they inject by charging those shippers who receive oil of higher value than the oil which they inject.

1.40 TBA (TO BE ADVISED): means the destination of a ship, the

Independent Inspector, Marine Agent, etc. or any information regarding the cargo, to be indicated subsequently by the Exporter to the Operator.

1.41 TBN (TO BE NOMINATED): means nomination for a ship, the name of

which will be subsequently provided by the Exporter to the Operator.

1.42 TERMINAL: means the offshore and onshore facilities at Coveñas. The Terminal is made up of reception, storage, transferring, pumping, and oil metering facilities located at Coveñas. According to this definition, the auxiliary facilities include marine equipment, service boats, TLU-2 facilities for tanker mooring, and all other facilities and equipment required for Terminal operation and maintenance. This definition includes all future Terminal upgrades, extensions, additions or modifications

1.43 TERMINAL INSPECTOR: means a registered company in Colombia,

which in name and on behalf of the Operator, witnesses procedures involved in the quantity and quality determination of withdrawals at the Terminal.

1.44 TERMINAL OFFTAKE: means crude Offtake from the Terminal Station

in the onshore Terminal to a ship or to the onshore storage facilities, by any Exporter.

1.45 TERMINAL STATION: means the Terminal onshore facilities, made up

by reception facilities, storage tanks, transferring systems, dispatch pumps, metering systems, etc, located in Coveñas.

1.46 UNDERLIFT: means the positive available volume of an Exporter at a

given moment.

1.47 WORKING HOURS: from 0800 hrs to 1730 hrs of any Colombian business day.

2. Available Capacity, Available Crude and Lifting Schedule

2.1 Available Capacity of Terminal: Available capacity of Terminal shall be calculated based on the number of days in a specific month.

2.2 Unless otherwise stipulated herein, each Exporter shall carry out

offtakes of the available volumes as crude accumulates at the Terminal according to the Final Windows Program issued by the Operator.

Nevertheless, by mutual agreement among Exporters, offtake volumes

could be carried out in a different way as related to a specific and punctual overlifting/underlifting condition, taking into consideration internal supply, commercial needs, or requirements of a different nature.

2.3 At the latest on the twentieth day of the Month M-2, the Operator will

inform the Exporters: a. Initial Crude Inventory for Month M-2 according to Quality

Bank results. b. Volumes received and delivered in the system for Months M-2

and M-1. c. Available export volume for each company for Month M. d. Available windows (TLU-2) for each exporter during Month M.

2.4 At the latest on the twenty-fourth day of the Month M-2, Exporters will inform to the Operator other requests and modifications to nominations for Month M.

2.5 The Operator will prepare the Preliminary Windows Program for Month

M, considering:

a. Continuous pipeline and terminal operation, scheduling

cargoes according to crude inventory availability. b. Over/Under condition of each Exporter in Ocensa’s Pipeline

System. c. Cargo Conditions For Scheduling as established in Attachment

1.

Any modification of Preliminary Windows Program, regarding cargoes volume or property, must be agreed among exporters and approved by the Operator, in order to be included in Final Windows Program.

Operator will also inform to Initial Shippers of necessary production reductions in case of Available Volume to be lifted could not be programmed.

2.6 Operator will review the feasibility of the Exporters requests, assigning

available windows as required and solving conflicts according to Over/Under condition. As a result of the above and with the previous consolidation of the nomination process regarding production and deliveries to Ecopetrol’s refineries, at the latest on the twenty-fifth day of the Month M-2, the Operator will inform the Exporters the Preliminary Windows Program for Month M, including:

a. Five (5) days window, on which the volumes will be available. b. The Over/Under results after vessel scheduling. c. The production nominations used for the Over/Under program. d. If necessary, the production volume to be reduced for Month

M.

2.7 Any modification regarding dates or volume requested by an Exporter or a joint Exporter group, which affects the availability or the size of other Exporter shipment, must be previously agreed among the Exporters involved, and the Operator will be responsible for coordinating and solving this issue.

2.8 The Operator, on behalf of the Exporters, shall coordinate the Lifting

Schedule. The Operator will consult and work closely with the Exporters, in order to solve any scheduling problem that may arise; the Operator will seek solutions acceptable to the affected Exporters, so as to satisfy their commercial needs. Operator will do its best effort in order to solve scheduling problems avoiding effects on the normal pipeline and Terminal operations and reductions or production losses. The Operator shall be aware of the Exporters needs, and will be responsible for meeting the delivery scheduling and requirements of such Exporters.

2.9 At the latest on the twelfth day of the Month M-1, the Operator shall confirm the Final Windows Program for Month M, previous consolidation of the nomination process for Month M-1 regarding production and deliveries to Ecopetrol’s refineries.

Those windows will be assigned within the five (5) days period assigned

in the Preliminary Windows Program, provided no Force Majeure or Excusable Event or significant deviations occurred in relation to the transport or production nominations officially submitted by the Exporters to the Operator.

Lifting of crude from the Terminal have to be Free On Board. The Final

Windows Program shall consist of a list of Free On Board lifting nominations and shall detail the range of days, the quantity to be loaded, the crude cargo number and the Exporter from whose entitlement each Free On Board lifting is to be made. Such Lifting Schedule shall also state the total availability of crude of the Terminal for the Month M.

The Exporters may advise to the Operator of any desired change or changes of the Final Windows Program. The authorization or rejection of any request to this effect, shall be granted by the Operator, at his own discretion, taking into consideration other Coveñas Terminal operational commitments. Operator’s answer to any modification request is valid for 24 hours. If Exporter confirms acceptance of such modification, Operator must reissue the Final Windows Program. If Exporter needs more than 24 hours to confirm such modification, Operator must be consulted as a new request.

2.10 Following an alteration made to the Lifting Schedule, the Operator shall

promptly notify the Exporters of such range of days and it shall apply with immediate effect and the provisions of this document shall apply thereto.

For the purpose of calculating demurrage only it is agreed that:

a) If the Operator informs to the Exporter changes of Laydays established in the Final Windows Program, due to reasons beyond Operator’s responsibility, with at least fifteen (15) days notice prior to the first day of such Laydays, then the new window will apply to determine any demurrage, as defined in Clause 7.3 in this document.

b) If the Operator informs the Exporter the need to change a Laydays,

with less than fifteen (15) days notice prior to the first day of that Laydays, then the window assigned in Clause 2.9 shall prevail to determine any demurrage, as defined in Clause 7.3 in this document. The demurrage is payable by the Operator to the Exporter in case the Operator´s responsibility is demonstrated. However, if the Exporter accepts the new window, notified by the Operator, the new window should apply to determine any demurrage.

2.11 After a declaration of a Force Majeure or Excusable Event the Operator shall not accept ships neither shipment nominations. Once the operation is normalized and it is possible to reschedule lifting properly, the Operator will re-issue the Final Windows Program for current month and the following month, if it was already issued, and the latest issued Preliminary Windows Program.

3. Ship Acceptance and Shipment Nomination

3.1 Each Exporter shall be responsible for nominating ships that comply with safety and operational standards, described under Clause 4.5 herein. Only those ships meeting such safety and operational standards will be finally accepted by the Operator to load crude at the Terminal. The Operator may suspend loading, delay it, or order removal of an anchored ship, when in his supported opinion, such ship does not meet the Terminal’s safety and operational standards. In such event, the Operator shall be released from any liability on account of damages and losses of any nature, which may be caused by the Exporter.

3.2 At least three (3) Colombian business days in advance of the first day of

the Laydays of a ship or ETA, whichever occurs first, Exporter shall provide to the Operator, duly documented loading instructions, indicating that all necessary clearance certificates are in order for the Terminal Offtake as well as the corresponding approval issued by the DIMAR. The Exporter must also provide, in same date, to the Operator the following information:

a) Ship name b) Flag c) Year of construction d) Dead Weight Tonnage e) ETA

f) Classification g) On-board equipment for pollution control h) Loading volume required i) Maximum and topping off loading flow rates j) Sale terms (i.e. FOB or CIF) k) Type of insurance against pollution l) Country of Destination m) P&I Club n) ISM Code Certificate

o) Cargo number p) Loading Period q) Marine Agent

r) Independent Inspector s) Consignee

t) Consignore

u) Freight wording v) Any special instruction from the Exporter

w) Any additional information necessary or required by the Operator

Operator will not accept claims regarding mistakes in cargo documents, or loading operations if above items are not included in the loading instructions.

Should there be any delay in mooring, due to lack of approval by

DIMAR, as a result of incomplete or untimely information submission, such delay will not be accounted for as part of Laytime and delay, according to provisions in Clause 7 herein.

3.3 Each Exporter shall be liable for obtaining customs and port authorities

clearance for each ship nominated for Terminal Offtakes. The nominating Exporter shall ensure that all necessary clearances have been obtained prior to commence mooring and loading operations. Any delay in obtaining such clearances will not be considered laytime, according to provisions in Clause 7 herein.

3.4 Each Exporter shall ensure that the Operator is notified of the ship’s

ETA 72, 48, 24 and 12 hours before reaching the Terminal. Each party will be responsible to make sure that the ship Captain sends the NOR from the Point of Arrival or Anchorage Area as defined in Clause 1.2. The Operator shall acknowledge receipt of the NOR, and likewise, the ship Captain shall acknowledge receipt and acceptance of arrival and loading conditions, as well as the Terminal standards.

Operator will not be responsible for demurrages or prejudice caused due to any loading priority decision taken by the Operator, in case of conflict of nominated vessels that had not notified their ETA as stipulated in this clause.

3.5 The Exporter will indicate the loading volume required, included in

Clause 3.2 (h), previous confirmation with the Operator, that will be given depending on operational condition of the Terminal, following the next instructions:

a) 550 kB +/- 5% (Captain’s Option); which means vessel may load

between 522.5 kB and 577.5 kB; Captain will determine the exact volume. If vessel is loading different parcels Exporter must indicate which parcel balances the total volume.

b) 550 kB +/- 5% (Operational Tolerance); which means vessel may

load between 522.5 kB and 577.5 kB; Operator will determine the exact volume. Operator should inform to the Exporter volume to be loaded.

c) 550 kB (Minimum / Maximum); which means vessel must load

exactly 550 kB; operational margin of +/- 2 kB.

d) No more than 550 kB (Maximum); which means vessel cannot exceed 550 kB; operational margin of – 2 kB.

e) Not less than 550 kB (Minimum); which means vessel cannot load

less than 550 kB; operational margin of +2 kB.

Exporters must coordinate with all parties involved, that information given to the vessel is the same given to the Operator, and the Operator

will not be responsible for misunderstandings due to loading volumes required information not received according to above instructions. The above instructions apply in the same way for any other nominated volume different than 550 kB.

3.6 If the scheduled date for the arrival of an Exporter’s ship is modified, in such a way that it does not correspond to the Laydays of that ship, the Exporter must immediately advise to the Operator the new arrival date and which of the following options is to be carried out with respect to the ship nomination.

a) Supply of a substitute ship. An Exporter may replace the nominated

ship with a substitute, provided that the replaced vessel loads a similar volume, with a tolerance margin of ten per cent (10%) excess or shortage. The substitute vessel must arrive within the Laydays, and the Operator must receive the nomination in writing at least two (2) days before the first day of the Laydays. Such nominations will be subject to Operator’s approval who shall not reject them without sound justification.

b) Maintain the nomination. c) Redistribute the original nomination in two (2) or more nominations,

proposing new volumes and loading periods for offtakes. New proposals must be subject to Operator’s consideration, in order to give a feasible operational solution. The Operator shall assign new priorities and turns, in order to pursuant the provisions contained herein.

3.7 If based upon current Ocensa’s Lifting Schedule, additional crude

shipments are required on the Month M in order to mitigate the “High Inventory” situation, and if the Operator is unable to reach a reasonable agreement with the Exporters, the Operator shall schedule an additional crude shipment in a window which is operationally feasible, and inform immediately to the Exporter. Exporter have to determine the distribution of the additional shipment and provide that information to the Operator.

3.8 Should a nominated tanker by the Exporter fail to load the accepted

crude shipment, according to the Lifting Schedule, including revisions thereto, and if such failure to load results in a High Stock Position, the Operator shall take the necessary measures to avoid reduction or suspension of crude offtakes at the Terminal. Any expenses incurred by the Operator, as a result of such measures, shall be paid by the Exporter. The Operator shall take all necessary measures to keep these costs at a minimum. Should these measures fail, the Operator will

be entitled to request a reduction of crude volume offered at the Terminal.

4. Ship’s Mooring Conditions

4.1 No vessel may start mooring operations unless Free Pratique has been practiced.

4.2 Ships which have sent their NOR, in accordance with provisions in

above Clause 3.4, the clearance documents and clearance certificates of which have been received timely, will be granted priority to moor by the Operator, and the loading order will be as follows:

a) Ships having sent their NOR within or before expiration of their

Laydays will be granted priority as compared to other ships which have sent their NOR after their Laydays have expired.

b) In the event that two or more ships have submitted their NOR within

their respective loading periods, priority will be granted to the ship that has the previous Laydays.

c) In the event that two or more ships have presented their NOR after

their respective Laydays have expired, priority will be granted, and the first turn will be assigned to the one which submits NOR first.

If a ship has submitted its NOR before its Loading Period, the Operator without prejudice of provisions, as stipulated in this Clause, shall make its best effort to allow this ship to moor in advance of its Loading Period, provided previous acceptance of the corresponding Exporter is granted. Likewise, if a ship has submitted its NOR after its Loading Period, the Operator without prejudice of provisions, as stipulated in this Clause, shall make its best effort to allow this ship to moor at the earliest opportunity.

4.3 Operator will not be responsible for demurrages incurred by any vessel that can not start its mooring or loading operations due to a prior vessel which starts loading within its Laydays but extends to next Laydays.

4.4 Each ship’s owner shall instruct that the ship’s Master cooperates with

the Operator, as necessary, to carry out the mooring and loading operations. The ship’s Master shall be exclusively liable for his crew performance during the ship mooring operations.

4.5 The ship’s owners shall be liable for ensuring that the Master of their

respective tanker sign and comply with the loading instructions enforced

by Terminal Operator. The operation, including mooring, departure, loading, and contingencies, shall be performed in compliance with:

a) Summary list of the required characteristics established by the

Operator that all vessels calling at the TLU-2 Ocensa Terminal must comply with.

b) OCIMF/OCS. International Safety Guide for Oil Tankers and

Terminals (ISGOTT) - Fourth Edition, 1996, or according to subsequent updates thereto.

c) Regulations on Port Operations at the Coveñas Oil Terminal

(Resolution 0476 of August 8, 1997, and subsequent revisions thereto).

The foregoing documents, and their corresponding sections, are incorporated and fully integrated to this agreement.

4.6 Each ship’s owner shall be liable for its ship departure as soon as it is

loaded, without exception, except for those resulting from Force Majeure situations. If a ship does not sail within a reasonable time, the Operator may give instructions for an immediate departure from the Terminal facilities. If, upon such instructions, the ship still does not sail, the Operator may, without prejudice of any right it is entitled to, take action pursuant to the Regulations for Port Operations at the Coveñas Terminal.

4.7 The ship’s owners shall be liable for all expenses payable to the

corresponding authorities, on account of all port and/or Terminal costs and expenses or any additional right, charge, or tax related to the arrival, stay or departure of his ships from the Terminal, upon Operator’s request or instruction. Likewise the ship’s owner shall be liable for all expenses generated by extra maneuvers due to failure of the ship.

5. Ship Loading Conditions

5.1 Any ship nominated by an Exporter must have all the equipment and facilities required to carry out the loading at the Terminal, in accordance with above clause 4.5.

5.2 Each Exporter must ensure that the shipowners and the Masters

arriving into the Terminal, are aware that ballast discharge into the sea is forbidden, unless it is clean, as defined in MARPOL 73/78; this document, in its pertinent sections, is understood as incorporated to this agreement. Exporters must inform shipowners to make sure that the

Operator is compensated and held harmless from any claims, losses, costs, expenses or damages, which may result from non compliance by any ship’s Master with the liabilities contained in this Clause (5.2).

5.3 Exporters will be responsible to ensure that shipowners and Masters

are aware of the Ocensa’s Terminal Offtake Procedure clauses involved with the mooring and loading operations at TLU-2.

6. Documents

6.1 Documents to be prepared by the Operator shall be limited to: a) Bill of Lading b) Customs Cargo Manifest c) Origin, Quantity and Quality Certificate d) Master’s Receipt for Tanker Samples and Documents e) Time Report Sheets f) Terminal’s Letters of Protest 6.2 Operator must receive from the Exporter or the Marine Agent of the

nominated vessel a copy of the corresponding payment for port services before authorizing mooring or loading operations. For any vessel scheduled to load during a weekend or Monday, payment must be issued on Friday. Any time spent waiting for payment to be made will not be considered as part of vessel’s Laytime.

7. Laytime and Delay

7.1 The allowed Laytime for loading operations is thirty six (36) uninterrupted hours. Laytime commences six (6) hours after the ship’s Master delivers the NOR to the Operator, or when the tanker is All Fast, which ever occurs first, with the following exceptions:

a) NOR is subject to the acceptance by the Operator; i.e., the

Operator has verified that the ship is effectively ready in all respects, complying with the standards and requirements to commence mooring, both from a safety and operational standpoint. Additionally, the ship must be inside the Anchorage Area or Point of Arrival of the Coveñas Port before tendering NOR.

b) In case NOR for the ship is delivered prior to the first day of the

Loading Period, Laytime will commence at 6:00 hours on the first day of the designated Loading Period, or at All Fast, whichever occurs first.

c) In case NOR is delivered after expiration of the Loading Period,

Laytime will commence when the vessel is All Fast.

Laytime shall end when loading hoses are disconnected. 7.2 When time is lost or spent due to or during any of the following

circumstances, time shall not count against Laytime:

a) the vessel’s trip between the arrival point inside the anchoring area and the terminal, including the time it takes to berth at the terminal in accordance with instructions received from the operator;

b) the ship discharging ballast water, unless this operation is carried

out simultaneously with the loading operations, such that no loss of time is involved;

c) cleaning tanks, pumps and pipelines;

d) whether directly or indirectly, breakdown, inefficiency or other

cause attributable to the vessel loading the cargo at a normal rate after taking account of any variation in back pressure;

e) line displacement requested by the exporter;

f) the Exporter in obtaining customs clearance;

g) the exporter in providing the Operator or its agent with the

necessary information to obtain DIMAR approval;

h) the exporter arising from information given to the Operator and to the ship that is not consistent and in particular if as a result the Master refuses to sign Bills of Lading;

i) the Exporter because financial clearance is required before the

loading;

j) the Independent Inspector nominated by the Exporter not arriving prior to or at the commencement of loading;

k) a labor dispute, or strike involving Master, officers or crew of a

vessel or tugs or pilot;

l) adverse weather conditions delaying the berthing of the vessel over which the operator has no control;

m) no payment of port services in accordance with 6.2;

n) the local authorities not practicing the “Free Pratique” on time,

according to Terminal’s information of planned time to start mooring and loading operations

o) delay in having the crude available for shipment or part shipment

for any reason beyond the Operator’s control and the reasons as set out in (n) above. The Operator shall use its best effort to minimize such delay.

p) any reason that is outside the control of the Operator including

any delays arising from adverse weather or sea state conditions, or Force Majeure situation according to Colombia’s law or Excusable Event.

7.3 Damages due to Delay 7.3.1 In the event of any delay, attributable to the Operator and within the

operator’s control, and which does not fall within the exceptions in 7.2 above time shall count against Laytime. The operators’ liability will be solely for demurrage, and not any other damages whether direct or indirect.

7.3.2 In the event that a programmed ship has exceed the Laytime and the

Operator is liable to pay demurrages, the payment will be made at the rate specified in the charterparty provided that such rate will be reasonably determined compared to World Wide Tanker Nominal Freight Scale (“WORLDSCALE”) applicable to a vessel of the size and type similar to the vessel in question. In the event the parties disagree with such rate, then an award shall be obtained from the Voyage Award Committee of the London Tanker Brokers Panel. The award shall be determined on the basis of the prevailing single voyage charter market current on the date notice of readiness is given for the loading in question for a vessel of the size and type used for the voyage to be performed. The cost of obtaining the award shall be borne equally by the parties.

7.3.3 Any claim for demurrage shall be presented fully documented to the

operator in writing within 120 days of the Bill of Lading date including

Exporters time analysis, copy of Charter Party, copy of World Scale Rates and copy of the invoice or payment issued to the affected part.

7.3.4 In spite of that stated above, if it is impossible for the Operator to have

the crude available at the Coveñas Terminal, or if there are any delays in having the crude available for any shipment or part of a shipment, due to an event of Force Majeure, as expressed by the Operator, or to start the loading operations, whether the time lost as mentioned, is at the beginning, during the loading, or at the end of the operations, it shall not be accounted for not included in the time that Operator takes to load such tanker. Operator shall exercise its best efforts so that delay does not affect other Exporter using the same Terminal, or to minimize the effects as much as possible.

The amount paid due to the delay shall in no case exceed the amount

actually incurred due to the mentioned delay. 7.3.5 Delays caused by activities described in Clause 2.7 shall be borne by

the requesting party(s).

8. Quantity and Quality Measurement 8.1 Crude quantity and quality measurements, and samples of withdrawals

from the On-shore Terminal shall be carried out by the Operator and according to standards and methods widely accepted by the oil industry, and they could be witnessed by Exporter’s representative. Those on-shore quality and quantity measurements, and samples will be the Terminal’s official figures used for preparing all Cargo Documentation. In case of having complete failure of the metering system, the Terminal shall use the figures obtained by manual gauging of the onshore tanks.

8.2 Before starting any Terminal Offtake, the Exporter can name at its own

expense an independent oil inspector, qualified and acknowledged by the industry, who may independently inspect and witness the accuracy of measurements, sampling operations and tests carried out by the Operator, to determine the quantity and quality of Terminal Offtakes.

8.3 Quantity and quality measurements and samples of crude oil withdrawn

from the Terminal, shall be carried out by the Operator or its representative, and they could be witnessed by the Exporter’s representative. The equipment installed and the marine measurement shall be approved by the Exporters and shall meet the standards specified in Ocensa’s Manual of Static and Dynamic Measurement, based on “The Manual of Petroleum Measurement Standards" issued by API, 1995 Edition or updated, dealing with:

a) In Chapter 4, the design, installation, gauging and operation of the

measurement testing systems. The API Chapter 4 mentioned above, was divided as follows with effect from 1995:

Chapter 4, Proving Systems

Chapter 4.1 Introduction First Edition October 1988-Reaffirmed October 1993 Chapter 4.2 Conventional Pipe Provers First Edition October 1988-Reaffirmed October 1993 Chapter 4.3 Small Volume Provers First Edition July 1988-Reaffirmed October 1993 Chapter 4.4 Tank Provers First Edition October 1988 - Reaffirmed October 1993 Chapter 4.5 Master-Meter Provers First Edition July 1988 - Reaffirmed October 1993 Chapter 4.6 Pulse Interpolation First Edition July 1988 - Reaffirmed October 1993 Chapter 4.7 Field Standards Test Measured First Edition July 1988 - Reaffirmed October 1993 Chapter 4.8 Operation of Proving Systems First Edition November 1995

b) In Chapter 5 of API, aspects related to the dynamic measurement

of liquid hydrocarbons are covered; this Chapter is also divided in Sub-Chapters, as follows:

Chapter 5.1 General Considerations for Measurement by Meters. Third Edition, September 1995 Chapter 5.2 Measurement of Liquid Hydrocarbons by

Displacement Meters. Second Edition, November 1987 - Reaffirmed October 1992 Chapter 5.3 Measurement of Liquid Hydrocarbons by Turbine Meters. Third Edition September 1995 Chapter 5.4 Accessory Equipment for Liquid Meters. Third Edition September 1995 Chapter 5.5 Fidelity and Security of Flow Measurement Pulsed-Data Transmission Systems First Edition June 1982 - Reaffirmed October 1992

In addition, Chapter 12 of API, “Calculation of Petroleum Quantities”

in Sub-Chapter 12.2, Section 1 and 2, Edition of 1995, deals with the calculation of amounts of oil using the dynamic measurement methods and the volume correction factors.

In this Chapter we find besides the definition and introduction for

the application to the different factors of correction, measurement factor calculations using Pipe-Provers, etc.

c) With respect to the automatic sampling in the line, procedures

concerning this type of sampling are clearly defined and standarized in API Chapter 8, Sec. 8.1, Second Edition of October 1995, as well as in the ASTM D-4177-82 Standard (Reapproved 1990).

d) Regarding the analyses that need to be carried out in the samples

taken from crude oil, according to the latest methods published, these are:

1. Water by Distillation, PCT/VOL ASTM D-4006 API Ch. 10, Sec. 2 2. Sediment by Extraction, PCT/VOL ASTM D-473 API Ch. 10, Sec. 1 3. Salt Content, PTB ASTM D-3230 4. Density Determination, API Degrees ASTM D-1298 API Ch. 9, Sec. 1

5. Sulphur Content, PCT/WT ASTM D-4294 e) Corrective factors to be applied shall agree with tables ASTM 5A

and 6A ASTM D-1250-80, due to the fact that the usual density of crude movements is expressed in API degrees @ 60ºF, in our country.

f) Regarding the vessel’s inspection, in Chapter 17 “Inspection

Practice for Marine Petroleum Cargoes”.

8.4 In the event that manual measurements and sampling are required, these shall be carried out according to Ocensa’s Manual of Static and Dynamic Measurement, based on the latest methods published, as:

Standard ASTM D-4057-8/API Chapter 8.1-1995 “Practice for Manual Sampling of Petroleum Products”. Standard ASTM D-1085-65 (Reapproved 1990) Standard API 2545

“Practice for gauging petroleum and petroleum products”. API Chapter 8, Section 1A “Manual gauging of petroleum and petroleum

products”. Standard ASTM D-1086-64 (Reapproved 1990) Standard API 2543

“Standard method of measuring the temperature of petroleum and petroleum products”.

API Chapter 7, Section 1 “Static temperature determination using

mercury-in-glass tank thermometer”. API Chapter 7, Section 3 “Static temperature determination using

portable electronic thermometer”. API Chapter 7, Section 4 “Static temperature determination using fix

automatic tank thermometer”. 8.5 If any of the Exporters or his assigned representative disagrees with

any of the measures taken by the Operator at the Terminal, the mentioned Exporter or his assignee, should notify in writing to the Operator within the thirty (30) days following the day the withdrawal was completed of a documented claim to come. Within ninety (90) days following the date of the Bill of Lading for such withdrawal, the party questioning the measurement shall submit the corresponding claim completely documented in writing to the Operator.

If the claim is not submitted timely according to that established herein, or if the measurement difference between shore and tanker loading

figures in “gross standard volume” after applying “Vessel’s Experience Factor (VEF)” , is lower than or equal to 0.5%, waiver of the claim shall be considered as given.

8.6 The results of the quality and quantity measurements carried out by the

Operator shall be used to prepare the Bill of Lading, until the claim is solved.

8.7 With the purpose of solving any claim, the Operator and the Exporter

shall agree upon a solution to the same, within the next calendar month after such claim has been filed. The corresponding payment, if any, shall be made in the way agreed upon between the Operator and the Exporter.

8.8 The Operator shall prepare the crude oil samples for each Terminal

withdrawal according to Ocensa’s Manual of Static and Dynamic Measurement. The samples shall be distributed as follows:

a) A sample shall be used to determine the quantity and quality at the

Terminal laboratory. b) The Operator shall retain a sample and shall have it stored safely

for a period not exceeding ninety (90) calendar days. In case a conflict should exist regarding a given shipment, the Operator shall, according the Exporter's request, retain the sample for a period exceeding ninety (90) calendar days, as reasonably required.

c) Two (2) samples shall be delivered to the ship captain, one for the

ship owner and one for the consignee. d) One (1) sample shall be delivered to the Exporter’s Representative.

8.9 The quality of crude oil delivered to one of the Exporters as a result of a

withdrawal shall be consistent with the common flow from a specific point of the pipeline other than the Terminal. Nevertheless, other than what is established herein, the Operator shall neither guarantee nor be liable for the quality or fitness of the crude oil for any specific use it may be given, or at the market where it may be sold.

9. Delivery Crude delivery destined to other storage and/or reception facilities, at the

withdrawal point in the Terminal Station, will take place when the crude passes the metering skit at the delivery point of the Terminal. To verify deliveries, Operator must place meter tickets at such delivery point. Upon delivery of a withdrawal at the Terminal, the ownership and responsibility

thereon, resulting from risk or loss, damage, impairment, or evaporation of crude delivered, will pass to the receiving party. To this effect, the withdrawal shall be carried out on the Day corresponding to the date on the meter ticket for such withdrawal in the Terminal Station.

Crude delivery at the withdrawal point in the Terminal, to a ship nominated by

an Exporter, shall be carried out when the crude passes the flanges that connect Operator’s offshore facilities (hoses) with ship’s manifold. Upon delivery at the withdrawal point, the ownership and liability thereon, resulting from risk or loss, damage, impairment, or evaporation of crude delivered, will pass to the party assuming such delivery. To this effect, the withdrawal must be carried out on the same date indicated in the Bill of Lading for Terminal Offtake. Any crude loss or damage occurring during Terminal Offtake, caused by the ship or its crew, shall be to the expense of the ship’s owner.

10. Overlift / Underlift Program

The Over/Under procedure developed by the Operator, is a calculation method to establish a daily balance between the crude injected to the pipeline system done by the Exporter and the withdrawals done by them, to Ecopetrol’s refineries, to Oleoducto de Colombia and as export volumes, permitting a volume projection of their property in the complete transportation system. Daily volume projection permits to establish the Overlift or Underlift condition. Operator must maintain a normal balance along the month of the crude oil property in the system.

11. Non withdrawn volume

If an Exporter is not able to withdraw his available volume, pursuant to provisions in above clause 2.2, or if any of the parties do not meet the Lifting Schedule and consequently, according to Operator’s judgment, the results may be harmful to other Exporters, pipeline and Terminal normal operation or cause production reduction or losses, the Operator is able to take the measures listed below: 11.1 The Operator shall offer the partial or total non withdrawn volume to

other Exporters. Any Exporter may withdraw the total offered volume, which will be considered for Over/Under purposes as a normal cargo lifting made by such Exporter. If more than one Exporter is interested in such volume, the most underlifted has priority. If such non withdrawn volume is not lifted in its scheduled window, any Exporter whose volume has been programmed for later days may lift in the window not used.

11.2 If any Exporter, after complying with provisions established in the above

Clause 11.1, continues in an underlifting situation, the Operator, may use storage facilities available from third parties or other pipeline systems which may have available storage. The party(ies) who do not withdraw its scheduled volume should assume the costs related to this operation, proportionally to their underlifting volume.

Whenever crude is stored out of the Terminal, it should preferably be stored by batches. Should blends with third party crude be necessary, any quality impairment presented in the resulting oil volume should be assumed by the Exporter, or group of Exporters, who did not lift their corresponding volumes.

11.3 In case such non withdrawn volume is not lifted by any Exporter and the

Pipelines and Terminal’s operations have to be suspended or production reduced:

a) The Operator will not be liable for any loss or damage due to

reductions in the crude oil production fields. b) The Exporter in the underlifted situation, who did not lift the volume

considered in this clause, will be liable for all losses and damages caused to the Operator, the Initial Shippers or third Parties.

To the effect of above Clauses 11.1 and 11.2, it is considered that an inventory outside of the scheduling range from thirty-five percent (35%) to eighty-five percent (85%) of total Terminal´s capacity, detected within the inventory projections managed by the Operator‘s scheduling, hinders the correct execution of the transportation and Lifting Schedule. When Terminal scheduled tank farm projections for a period are within the tank farm inventory range of thirty-five to eighty-five percent, lifting revisions

associated with the 5% margin will be accommodated unless there is a compelling operational reason not to.

12. Force Majeure and Excusable Events

No party will fail to comply with what was agreed, whenever such non-compliance results from events or situations considered Force Majeure according to Colombia’s law or Excusable Event as defined in the Contract.

13. Notices All notices, requests, demands, directions and other communications

hereunder shall be in writing and shall be given by personal delivery, by certified or registered mail, fax, or by electronic means of communications (e-

mail) addressed to the recipient officially assigned by each company pursuant to the Contract:

14. Logistics and Communication Procedures All communications between Exporters and Operator shall be processed

through Ocensa’s Planning Commercial & Technical Services Department – Offshore Scheduling Professionals.

All communications between vessels Master and Terminal Operator shall be processed through Ocensa’s Cargo Loading Masters and / or Terminal on duty Manager.

ATTACHMENT #1

Special conditions of the Lifting Program:

1) CUPIAGUA CARGOES TO BE EXPORTED AMONG EXPORTERS, WITH PRIORITY OVERTHE OVER/UNDER RULES.

2) ONE MILLION CARGOES (LR-2´s). May be requested by any Exporter and in such case the window will be assigned by the Operator if the following three conditions are fulfilled: A. Crude inventory availability in Coveñas Terminal. B. Over/Under condition of each Exporter. C. Exporter´s available volume in the system, the day of the lifting must be

higher than 75% of the volume of the cargo.

3) OVERLAP WINDOWS. Any of the Exporters may request the Operator to program Overlap Windows for their own cargo, provided that total Available Volume for a specific month at Coveñas Terminal is higher than 8.5 million barrels. In that case, the Operator could program up to two (2) Overlap Windows in that month. The Operator could Schedule Overlap Windows according to operational feasibility and Over/Under condition for each Exporter, but the Operator will not be responsible for any prejudice occurred as a result of the overlap execution. In the case of demurrages, the Exporter who requested the Overlap Windows will assume the cost of demurrages of the vessels involved in the overlap and of the vessel immediately following the Overlap.