Page 1 CONFORMED COPY LOAN NUMBER 7655-BR Guarantee Agreement (Additional Financing for the Espírito Santo Water and Coastal Pollution Management Project - Programa de Gerenciamento da Poluição Costeira e de Águas do Espírito Santo – Projeto Águas Limpas II ) between FEDERATIVE REPUBLIC OF BRAZIL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated September 17, 2009 Page 2 LOAN NUMBER 7655-BR GUARANTEE AGREEMENT AGREEMENT, dated September 17, 2009, 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 ESPÍRITO SANTO (“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. Without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary 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: Ministério da Fazenda Procuradoria-Geral da Fazenda Nacional Esplanada dos Ministérios, Bloco "P" - 8º andar 70048-900 Brasília, DF Brazil Facsimile: 55-61-3412-1740 Page 3 -2- 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 Vitória, Brazil as of the day and year first above written. FEDERATIVE REPUBLIC OF BRAZIL By /s/ Fabiani Fadel Borin Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Makhtar Diop Authorized Representative