'WS LOAN NUMBER 8244-TR Guarantee Agreement (Small and Medium Enterprises Energy Efficiency Project) between REPUBLIC OF TURKEY and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 2013 LOAN NUMBER 8244-TR GUARANTEE AGREEMENT AGREEMENT, dated H'j ( , 2013, entered into between Republic of Turkey ("Guarantor") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") ("Guarantee Agreement") in connection with the Loan Agreement of same date between the Bank and TORKIYE CU MHURIYETI ZIRAAT BANKASI A.$. ("Borrower") ("Ziraatbank Loan Agreement"). The Guarantor and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS Section 1.01. Thc General Conditions (as defined in the Appendix to the Ziraatbank 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 Ziraatbank 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 Ziraatbank Loan Agreement. ARTICLE III - REPRESENTATIVE; ADDRESSES Section 3.01. The Guarantor's Representative is the Undersecretary of Treasury. Section 3.02. The Guarantor's Address is: Basbakanlik Hazine Mustesarligi Inonu Buivari Emek-Ankara Turkey Facsimile: (90) (312) 204-7366 (90) (312) 204-7367 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) oi (202) 477-6391 Washington, D.C. 64145 (MCI) AGREED at Ankara, Republic of Turkey, as of the day and year first above written. REPUBLIC OF TURKEY By .__ Authorized Representative Name: $Utir > ri Title: Al- hpj er1c mW INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: Hatta. 42wJsl Title: cIlor 2