Page 1 CONFORMED COPY LOAN NUMBER 4866 TU Guarantee Agreement (Istanbul Municipal Infrastructure Project) between REPUBLIC OF TURKEY and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated January 13, 2009 Page 2 LOAN NUMBER 4866 TU GUARANTEE AGREEMENT AGREEMENT, dated January 13, 2009, entered into between REPUBLIC OF TURKEY ( “Guarantor”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“Bank”) (“Guarantee Agreement”) in connection with the Loan Agreement between the Bank and Istanbul Metropolitan Municipality (“Borrower”) (“Loan Agreement”) dated July 25, 2008. 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; PROVISION OF FUNDS 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 – OTHER COVENANT Section 3.01 The Guarantor shall take out all reasonable measures necessary to cause the Borrower to ensure the satisfactory implementation of the Project. ARTICLE IV - REPRESENTATIVE; ADDRESSES Section 4 .01. The Guarantor’s Representative is Undersecretary of Treasury. Page 3 2 Section 4 .02. The Guarantor’s Address is: Basbakanlik Hazine Mustesarligi Inonu Bulvari Emek, Ankara Republic of Turkey Facsimile: (312)212 8550 Section 4.03. 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 Ankara, Republic of Turkey, as of the day and year first above written. REPUBLIC OF TURKEY By: /s/ Memduh Aslan Akcay Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: /s/ Ulrich Zachau Authorized Representative Page 4 3