OFFICIM.. DOCUMENTS, LOAN NUMBER 8272 - BR Guarantee Agreement (Sio Paulo Sustainable Transport Project - Programa de Transporte, Logistica e Meio Ambiente) between FEDERATIVE REPUBLIC OF BRAZIL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated ,2013 LOAN NUMBER 8272 - BR GUARANTEE AGREEMENT AGREEMENT, dated ,j2 kvr o 2013, entered into between FEDERATIVE REPUBLIC OF BRAZIL ("Guarantor") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") ("Guarantee Agreement") in connection with the Loan Agreement of same date between the Bank and STATE OF SAO PAULO ("Borrower") ("Loan Agreement"). The Guarantor and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS Section 1.01. The General Conditions (as defined in the Appendix to the Loan Agreement) constitute an integral part of this Agreement. Section 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 Loan Agreement. ARTICLE II - GUARANTEE Section 2.01. The Guarantor hereby unconditionally guarantees, as pnmary obligor and not as surety merely, the due and punctual payment of all Loan Payments payable by the Borrower pursuant to the Loan Agreement. ARTICLE III -REPRESENTATIVE; ADDRESSES Section 3.01. The Guarantor's Representative is its Minister of Finance. Section 3.02. The Guarantor's Address is: Minist6rio da Fazenda Procuradoria Geral da Fazenda Nacional Esplanada dos Minist6rios, Bloco "P"- 80 andar 70048-900 Brasilia, DF Brasil Facsimile: (55 61) 3412-1740 Section 3.03. 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: Telex: Facsimile: INTBAFRAD 248423 (MCI) or (202) 477-6391 Washington, D.C. 64145 (MCI) AGREED at , Pderahle eouUc v &azYas of the day and year first above written. FEDERATIVE REPUBLIC OF BRAZEL By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative -2-