Conformed Copy - L3952 - Santa Fe I Water Supply and Sewerage Rehabilitation Project - Supplemental Letter 5

Page 1 December 20, 1995 International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C., 20433 United States of America Re: Loan No. 3952-CO Loan No. 3953-CO (Santa Fe I Water Supply and Sewerage Rehabilitation Project) Representations Dear Sirs: In connection with the Loan Agreements of even date herewith between International Bank for Reconstruction and Development (the Bank) and Empresa de Acueducto y Alcantarillado de Bogota - E.S.P. (the Borrower) for the above Project, we hereby undertake and warrant to the Bank that: 1. The financial statements of the Borrower as of October 31, 1995, as certified by its accountants which have been furnished to the Bank, correctly set forth its financial condition as of such date and that, since such date, there has been no material adverse change in its financial condition. 2. The Borrower is not engaged in litigation as plaintiff or defendant, the outcome of which might materially and adversely affect its financial condition or its corporate structure. 3. The Borrower has no outstanding agreements or liabilities, contingent or otherwise (including tax liabilities) which might materially and adversely affect its financial condition or its corporate structure. 4. Except as shown in the Annex to this letter, no debt of the Borrower is secured by any mortgage, pledge, charge, priority or other lien, and no contract or arrangement exists for the creation of any such mortgage, pledge, charge, priority or other lien. 5. There are no existing defaults in repayment of principal of, or interest or other charges on, any of the debts of the Borrower or its subsidiaries. 6. The Borrower is not in violation of, and the execution and delivery of the Loan Agreements and compliance with all its terms do not and will not result in any violation of, its statutes (as the term is defined in the Loan Agreements) or any existing contract or agreement or of any provision of any statute, law, decree-law, executive decree, or other governmental or legal rule or regulation presently in effect and applicable to the Borrower. 7. The Borrower is a duly created and existing autonomous entity under the laws of Colombia with full authority to carry out its present business, to execute and deliver the Loan Agreements and to comply with all the terms and conditions thereof, and has furnished to the Bank true and complete copies of its Statutes and other basic corporate instruments, as amended up to the date of the Loan Agreements. 8. The Borrower has heretofore disclosed in writing to the Bank all agreements material to the Loan Agreements and all other facts and circumstances which may materially affect the carrying on of the Borrowerþs business, its corporate structure, the Project or compliance by the Borrower with the laws of Colombia or of its obligations under the Loan Agreements. It is our mutual understanding that in making the Loans to the Borrower, the Bank may rely on the representations contained herein. Page 2 Very truly yours, EMPRESA DE ACUEDUCTO Y ALCANTARILLADO DE BOGOTA - E.S.P. By /s/ Authorized Representative