CFRCIAL LOAN NUMBER 8169-BR Loan Agreement (Belo Horizonte Municipality Inclusive Urban Development Policy Loan- Projeto de Desenvolvimento Urbano e Integrafdo com a Regido Metropolitana) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and MUNICIPALITY OF BELO HORIZONTE Dated ,0&e 201 LOAN AGREEMENT Agreement dated f(Pyrn,un , 2013, entered into between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") and MUNICIPALITY OF BELO HORIZONTE ("Borrower") for the purpose of providing financing in support of the Program (as defined in the Appendix to this Agreement). WHEREAS (A) The Bank has decided to provide this financing on the basis, inter alia, of: (a) the actions which the Borrower has already taken under the Program and which are described in Section L.A of Schedule 1 to this Agreement; (b) the Guarantor's maintenance of an adequate macroeconomic policy framework; and (c) the Borrower's maintenance of: (i) an appropriate expenditure program; (ii) sustainable debt; and (iii) appropriate fiscal arrangements with the Guarantor. WHEREAS (B) The Borrower has informed the Bank that, upon deposit by the Bank of the proceeds of the Loan (on the terms set forth in the Section II of Schedule I to this Agreement and the purposes of supporting the Program) into an account to be designed by the Borrower, the Borrower's financial capacity will be strengthened by expanding its fiscal space to finance firther public investments in accordance with the Borrower's budgetary laws. The Bank and the Borrower therefore hereby 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 H - 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 two hundred million Dollars ($200,000,000), 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"). 2.02. The Borrower may withdraw the proceeds of the Loan in support of the Program in accordance with Section II of Schedule 1 to this Agreement. The Borrower's Representative for purposes of taking any action required or permitted to be taken pursuant to this Section is the Borrower's Secretary of Finance. 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 the Reference Rate for the Loan Currency plus the Variable Spread; provided, that upon 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 (e) of the General Conditions. 2.05. The Payment Dates are Decemberl5 and June15 in each year. 2.06. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 2 to this Agreement. 2.07. (a) The Borrower may at any time, in each case with prior non-objection of the Guarantor, through the Secretariat of the National Treasury of the Guarantor's Ministry of Finance, 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 or unwithdrawn, 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, or from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread; 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 -2- provisions of Article IV of the General Conditions and of the Conversion Guidelines. 2.08. Without limitation upon the provisions of Section 5.08 of the General Conditions (renumbered as such pursuant to paragraph 3 of Section II of the Appendix to this Agreement and relating to Cooperation and Consultation), the Borrower shall promptly furnish to the Bank such information relating to the provisions of this Article II as the Bank may, from time to time, reasonably request. ARTICLE HI - PROGRAM 3.01. The Borrower declares its commitment to the Program and its implementation. To this end, and further to Section 5.08 of the General Conditions: (a) the Borrower and the Bank shall from time to time, at the request of either party, exchange views on: (i) the Guarantor's macroeconomic policy framework, (ii) the Borrower's maintenance of: (A) an appropriate expenditure program; (B) sustainable debt; and (C) appropriate fiscal arrangements with the Guarantor; and (iii) the progress achieved in carrying out the Program and the actions specified in Section I of Schedule 1 to this Agreement; (b) prior to each such exchange of views, the Borrower shall furnish to the Bank for its review and comment a report on the progress achieved in carrying out the Program, in such detail as the Bank shall reasonably request; and (c) without limitation upon the provisions of paragraphs (a) and (b) of this Section, the Borrower shall promptly inform the Bank of any situation that would have the effect of materially: (i) impairing the Borrower's ability to maintain an appropriate expenditure program, sustainable debt and/or fiscal arrangements with the Guarantor, or (ii) reversing the objectives of the Program or any action taken under the Program including any action specified in Section I of Schedule 1 to this Agreement. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Events of Suspension consist of the following: (a) A situation has arisen which shall make it improbable that the Program, or a significant part of it, will be carried out. -3- (b) An action has been taken or a policy has been adopted to reverse any action or policy under the Program, including any action listed in Section I of Schedule I to this Agreement, in a manner that would, in the opinion of the Bank, adversely affect the achievement of the objectives of the Program. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Condition of Effectiveness consists of the following: (a) That the Bank is satisfied with the progress achieved by the Borrower in the carrying out of the Program and with the adequacy of the Guarantor's macroeconomic policy framework. (b) That the Bank is satisfied with the Borrower's maintenance of an appropriate expenditure program, sustainable debt and appropriate fiscal arrangements with the Guarantor. 5.02. The Additional Legal Matter consists of the following, namely, that the Loan has been registered with the Guarantor's Central Bank. 5.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement, but in no case later than the eighteen (18) months after the Bank's approval of the Loan which expire on December 12, 2014. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representative is its Mayor. 6.02. The Borrower's Address is: Rua Espirito Santo, 593 - 5o Andar - Centro Belo Horizonte, MG - CEP 30160-030 Federative Republic of Brazil Facsimile: (55-31) 3277-4034 e-mail: marcelo.piancastelli(&pbh.gov.br 6.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 -4- United States of America Cable address: Telex: Facsimile: INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI) AGREED at &u4/A'n &,jerWL1o p Rgei4 O am_ejfas of the day and year first above written. IF" INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /&P X6y&I . Authorized Representative MUNICIPALITY OF BELO HORIZONTE By Authorized Representative -5- SCHEDULE 1 Program Actions; Availability of Loan Proceeds Section I. Actions under the Program A. Actions Taken Under the Program. The actions taken by the Borrower under the Program include the following: 1. The Borrower has: (a) strengthened its urban legislation by incorporating several innovative instruments in matters of land use, management and urban planning to reduce social exclusion; and (b) supported the expansion of private sector provision of low-income housing to its population, as evidenced by the Borrower's Land Use Law (Law No 7165/1996 as amended by Law No. 9959/2010) and Land Donation Law (Law No. 9814/2010). 2. The Borrower has enhanced resident ownership in its low-income housing program by developing and implementing a model for social inclusion and sustainable livelihoods, as evidenced by the Borrower's Decree No. 14.641/2011. 3. The Borrower has launched a program to identify the most vulnerable families in its territory and has enabled the development of a vulnerable family-dedicated plan with tailored assistance, as evidenced by the Borrower's Decree No. 14.878/2012. 4. The Borrower has improved its service delivery by establishing a functioning single point of access for comprehensive delivery of all municipal services to the population, as evidenced by the Borrower's Law No. 10.101/2011 and by the Borrower's Decree No. 14.600/2011. 5. The Borrower has strengthened its legal and institutional framework for climate change mitigation and has promoted sustainable growth policies, as evidenced by the Borrower's Climate Change Law (Law No. 10.175/2011) and by the Borrower's Decree No. 14.794/2012. 6. The Borrower has established a disaster management strategy (the Plano Diretor da Defesa Civil), and has put into operation a monitoring and alert system for high rainfall events in critical areas of its territory, as evidenced by the Borrower's Decree No. 14.879/2012. 7. The Borrower has promoted long-term sustainable city development by establishing a results-based management model for long-term governance, as evidenced by the Borrower's Law No. 10.101/2011 and the Borrower's Decree No. 14.791/2012. -6- 8. The Borrower has strengthened urban governance by broadening participatory mechanisms for budget execution, as evidenced by the Borrower's Decrees Nos. 14.724/2011 and 14.607/2011. 9. The Borrower has improved long-term fiscal sustainability by reforming its civil servant retirement system, as evidenced by the Borrower's Law No. 10.362/2011. Section H. Availability of Loan Proceeds A. General. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of this Section and such additional instructions as the Bank may specify by notice to the Borrower. B. Allocation of Loan Amounts. The Loan is allocated in a single withdrawal tranche, from which the Borrower may make withdrawals of the Loan proceeds. The allocation of the amounts of the Loan to this end is set out in the table below: Allocations Amount of the Loan Allocated (expressed in Dollars) (1) Single Withdrawal Tranche $200,000,000 TOTAL AMOUNT $200,000,000 C. Payment of Front-end Fee. No withdrawal shall be made from the Loan Account until the Bank has received payment in full of the Front-end Fee. D. Withdrawal Tranche Release Conditions. 1. No withdrawal shall be made of the Single Withdrawal Tranche unless the Bank is satisfied: (a) with the adequacy of the Guarantor's macroeconomic policy framework and the progress achieved by the Borrower in carrying out the Program; and (b) that the Borrower is maintaining an appropriate expenditure program, sustainable debt, and appropriate fiscal arrangements with the Guarantor. -7- E. Deposits of Loan Amounts. Except as the Bank may otherwise agree: 1. all withdrawals from the Loan Account shall be deposited by the Bank into an account designated by the Borrower and acceptable to the Bank; and 2. the Borrower shall ensure that upon each deposit of an amount of the Loan into this account, an equivalent amount is accounted for in the Borrower's budget management system, in a manner acceptable to the Bank. F. Excluded Expenditures. The Borrower undertakes that the proceeds of the Loan shall not be used to finance Excluded Expenditures. If the Bank determines at any time that an amount of the Loan was used to make a payment for an Excluded Expenditure, the Borrower shall, promptly upon notice from the Bank, refund an amount equal to the amount of such payment to the Bank. Amounts refunded to the Bank upon such request shall be cancelled. G. Closing Date. The Closing Date is December 31, 2014. The Bank will grant an extension of the Closing Date after the Guarantor's Ministry of Finance has informed the Bank that it agrees with such an extension. -080 SCHEDULE 2 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) December 15, 2013 0.12% June 15, 2014 0.12% December 15, 2014 0.12% June 15, 2015 0.12% December 15, 2015 0.25% June 15, 2016 0.25% December 15, 2016 0.37% June 15, 2017 0.37% December 15, 2017 0.50% June 15,2018 0.50% December 15, 2018 1.00% June 15, 2019 1.00% December 15, 2019 1.50% June 15, 2020 1.50% December 15, 2020 2.00% June 15, 2021 2.00% December 15, 2021 2.00% June 15,2022 2.00% December 15, 2022 2.00% June 15, 2023 2.00% December 15, 2023 2.50% June 15, 2024 2.50% December 15, 2024 2.50% June 15, 2025 2.50% December 15, 2025 2.50% June 15, 2026 2.50% -9- December 15, 2026 2.50% June 15, 2027 2.50% December 15, 2027 2.50% June 15, 2028 2.50% December 15, 2028 2.50% June 15, 2029 2.50% December 15, 2029 2.50% June 15, 2030 2.50% December 15, 2030 2.50% June 15, 2031 2.50% December 15, 2031 2.50% June 15, 2032 2.50% December 15, 2032 2.50% June 15, 2033 2.50% December 15, 2033 2.50% June 15, 2034 2.50% December 15, 2034 2.50% June 15, 2035 2.50% December 15, 2035 3.00% June 15, 2036 3.00% December 15, 2036 3.50% June 15, 2037 3.50% December 15, 2037 3.64% June 15, 2038 3.64% 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 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 - 10 - *N . 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 I 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. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. -11-O APPENDIX Section I. Definitions 1. "Climate Change Law" means the Borrower's Lei N 10.175/2011, dated May 6, 2011, published in the Borrower's official gazette on May 7, 2011. 2. "Decree No. 14.600/2011", means the Borrower's Decreto No 14600/2011, institutionalizing the BH Resolve program, dated October 11, 2011 and published in the Borrower's official gazette on October 13, 2011. 3. "Decree No. 14.607/2011" means the Borrower's Decreto No 14607/2011, institutionalizing a governmental committee for participatory planning (Gestdo Compartilhada), dated October 11, 2011, and published in the Borrower's official gazette on October 13, 2011. 4. "Decree No. 14.641/2011 ", means the Borrower's Decreto No 14641/2011, instituting the Pr6 and P6s Morar program and its management team, dated November 10, 2011, and published in the Borrower's official gazette on November 11, 2011. 5. "Decree No. 14.724/2011" means the Borrower's Decreto 14.724/2011, recognizing the division of the municipality into 40 territories for the purposes of the Gestdo Compartilhada program, dated December 20, 2011, and published in the Borrower's official gazette on December 21, 2011. 6. "Decree No. 14.791" means the Borrower's Decreto 14.791/2012, issuing the Piano Estratigico de Belo Horizonte 2030 program, dated January 9, 2012, and published in the Borrower's official gazette on January 10, 2012. 7. "Decree 14.794" means the Borrower's Decreto 14.794/2012, establishing the guidelines and responsibilities for the preparation of the Municipal Plan for Reduction of Greenhouse Gas Emissions, dated January 9, 2012, and published in the Borrower's official gazette on January 10, 2012. 8. "Decree No.14.878/2012" means the Borrower's Decreto 14.878/2012, instituting the Familia Cidadd - BH Sem Miseria program and defining its manual of operation and methodology, dated April 2, 2012, and published in the Borrower's official gazette on April 3, 2012. 9. "Decree No. 14.879" means the Borrower's Decreto 14.879/2012, institutionalizing the Strategic Plan of the Civil Defense (Plano Diretor de Defesa Civil), dated April 2, 2012, and published in the Borrower's official gazette on April 3, 2012. -12- 10. "Excluded Expenditure" means any expenditure: (a) for goods or services supplied under a contract which any national or international financing institution or agency other than the Bank or the Association has financed or agreed to finance, or which the Bank or the Association has financed or agreed to finance under another loan, credit, or grant; (b) for goods included in the following groups or sub-groups of the Standard International Trade Classification, Revision 3 (SITC, Rev.3), published by the United Nations in Statistical Papers, Series M, No. 34/Rev.3 (1986) (the SITC), or any successor groups or subgroups under future revisions to the SITC, as designated by the Bank by notice to the Borrower: Group Sub-group Description of Item 112 Alcoholic beverages 121 Tobacco, un- manufactured, tobacco refuse 122 Tobacco, manufactured (whether or not containing tobacco substitutes) 525 Radioactive and associated materials 667 Pearls, precious and semiprecious stones, unworked or worked 718 718.7 Nuclear reactors, and parts thereof; fuel elements (cartridges), non- irradiated, for nuclear reactors 728 728.43 Tobacco processing machinery 897 897.3 Jewelry of gold, silver or platinum group metals (except watches and watch cases) and goldsmiths' or silversmiths' wares (including set gems) 971 Gold, non-monetary (excluding gold ores and concentrates) - 13 - (c) for goods intended for a military or paramilitary purpose or for luxury consumption; (d) for environmentally hazardous goods, the manufacture, use or import of which is prohibited under the laws of the Borrower or international agreements to which the Borrower is a party; (e) on account of any payment prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations; and (f) with respect to which the Bank determines that corrupt, fraudulent, collusive or coercive practices were engaged in by representatives of the Borrower or other recipient of the Loan proceeds, without the Borrower (or other such recipient) having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur. 11. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated July 31, 2010 with the modifications set forth in Section II of this Appendix. 12. "Land Donation Law" means the Borrower's Lei No 9814/2010, dated January 18, 2010 and published in the Borrower's official gazette on January 19, 2010. 13. "Land Use Law" means the Borrower's Lei de Uso de Solo No. 9959/2010, dated July 20, 2010 and published in the Borrower's official gazette on July 21, 2010. 14. "Law No. 10.101/2011" means the Borrower's Lei No 10.101/2011, creating the Adjunct Secretariat for Modernization responsible for improving access for comprehensive delivery of municipal services to the population, dated January 14, 2011, and published in the Borrower's official gazette on January 15, 2011. 15. "Law No. 10.362/2011" means the Borrower's Lei No 10362/201, reforming the Borrower's pension system, dated December 29, 2011 and published in the Borrower's official gazette on December 30, 2011. 16. "Law No. 10.175/2011" means the Borrower's Lei No 10.175/2011, institutionalizing the municipal policy for climate change effects mitigation, dated May 6, 2011, and published in the Borrower's official gazette on May 7, 2011. 17. "Plano Diretor da Defesa Civil" means the Borrower's disaster management strategy dated October 10, 2011 and set forth in Decree No. 14.879. - 14 - I 18. "Program" means the program of actions, objectives and policies designed to promote growth and achieve sustainable reductions in poverty and set forth or referred to in the letter dated November 21, 2011 from the Borrower to the Bank declaring the Borrower's commitment to the execution of the Program, and requesting assistance from the Bank in support of the Program during its execution. 19. "Single Withdrawal Tranche" means the amount of the Loan allocated to the category entitled "Single Withdrawal Tranche" in the table set forth in Part B of Section H of Schedule I to this Agreement. 20. "Guarantor" means the Federative Republic of Brazil". Section II. Modifications to the General Conditions The modifications to the General Conditions are as follows: 1. The last sentence of paragraph (a) of Section 2.03 (relating to Applications for Withdrawal) is deleted in its entirety. 2. Sections 2.04 (Designated Accounts) and 2.05 (Eligible Expenditures) are deleted in their entirety, and the remaining Sections in Article II are renumbered accordingly. 3. Sections 5.01 (Project Execution Generally), and 5.09 (Financial Management; Financial Statements; Audits) are deleted in their entirety, and the remaining Sections in Article V are renumbered accordingly. 4. Paragraph (a) of Section 5.05 (renumbered as such pursuant to paragraph 3 above and relating to Use of Goods, Works and Services) is deleted in its entirety. 5. Paragraph (c) of Section 5.06 (renumbered as such pursuant to paragraph 3 above) is modified to read as follows: "Section 5.06. Plans; Documents; Records ... (c) The Borrower shall retain all records (contracts, orders, invoices, bills, receipts and other documents) evidencing expenditures under the Loan until two years after the Closing Date. The Borrower shall enable the Bank's representatives to examine such records." 6. Paragraph (c) of Section 5.07 (renumbered as such pursuant to paragraph 3 above) is modified to read as follows: - 15 - Section 5.07. Program Monitoring and Evaluation (c) The Borrower shall prepare, or cause to be prepared, and furnish to the Bank not later than six months after the Closing Date, a report of such scope and in such detail as the Bank shall reasonably request, on the execution of the Program, the performance by the Loan Parties and the Bank of their respective obligations under the Legal Agreements and the accomplishment of the purposes of the Loan. 7. 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 "Eligible Expenditure" is modified to read as follows: "'Eligible Expenditure' means any use to which the Loan is put in support of the Program, other than to finance expenditures excluded pursuant to the Loan Agreement." (b) The term "Financial Statements" and its definition are deleted in their entirety. (c) The term "Project" is modified to read "Program" and its definition is modified to read as follows (and all references to "Project" throughout these General Conditions are deemed to be references to "Program"): "'Program" means the program referred to in the Loan Agreement in support of which the Loan is made." - 16 -