December 21, 2023 His Excellency Mr. Fernando Haddad, Minister Ministry of Finance - MF c/o Procuradoria-Geral da Fazenda Nacional - PGFN Esplanada dos Ministérios, Bloco "P" - 8º andar 70048-900 Brasília, DF Brazil E-mail: apoiocof.df.pgfn@pgfn.gov.br His Excellency Mr. Camilo Sobreira de Santana Ministry of Education - MEC Secretaria da Educação Básica Esplanada dos Ministérios - Bloco L - 5º andar Brasília, DF, 70047-900 Brazil E-mail: gabinete-seb@mec.gov.br Re: Loan Number No 8812-BR and 8813-BR Support to the Upper Secondary Education Reform Operation (Projeto de Apoio à Implementação do Novo Ensino Médio) Second Amendment of the Loan Agreement Excellency, We refer to the Loan Agreement (the “Loan Agreement”) entered between the Federative Republic of Brazil (the “Borrower”) and the International Bank for Reconstruction and Development (the “Bank”), dated May 24, 2018, and amended and restated on March 15, 2022, for the above-captioned Project (the “Project”). Please note that capitalized terms used in this letter (the “Amendment Letter”) not defined herein have the meaning ascribed to them in the Loan Agreement. We also refer to: (i) the Technical Group of the Committee for External Financings’ (GTEC/COFIEX) Recommendation No. 43, dated December 6, 2023; (ii) PGFN’s approval through Parecer SEI Nº 5227/2023/MF, dated December 20, 2023; and (iii) letter Ofício No 5682/2023/ ASTEC/GM/GM-MEC, dated November 14, 2023, requesting, inter alia: (i) an extension of the closing date for 12 (twelve) months; (ii) changes to Component 2 of the Project; (iii) changes in the disbursement table; and (iv) a partial cancellation of the amount allocated under the Project (Category 11 of the Disbursement Table), in the amount of nineteen million three hundred fourteen thousand two hundred seventy-three Dollars (US$ 19,314,273). We are pleased to inform you that the Bank agrees to the proposed changes and to amend the Loan Agreement as follows: 1. Article 3.01 of the Legal Agreement is hereby amended to read in its entirety as follows: The Borrower declares its commitment to the objectives of the Operation. To this end, the Borrower shall carry out the Operation through MEC, with the assistance of the FNDE, the SEEs, and the Public Schools for activities under the Operation that falls under their administrative jurisdiction, as follows: (i) FNDE, within its legal mandate, to carry out selected activities under Parts 1 and 2 of the Operation; (ii) SEEs to carry out selected activities under Parts 1 and 2 of the Operation; (iii) Public Schools to carry out selected activities under Parts 1 and 2 of the Operation; all in accordance with the provisions of Article V of the respective General Conditions, and the Relevant Commitment Agreements. 2. Part 1(c)(ii) of Schedule 1 to the Legal Agreement is hereby amended to read in its entirety as follows: “(ii) strengthen virtual education delivery and implement a hybrid education model in Upper Secondary Education, applied to the new curriculum and the FTS, including improved connectivity and the availability of media centers.” 3. Part 2(b) of Schedule 1 to the Legal Agreement is hereby amended to read in its entirety as follows: “b) Support the short and long-term response to the COVID-19 pandemic through, inter alia: (i) supporting the design of a hybrid model that combines virtual and in-person learning; (ii) supporting digital connectivity in schools; (iii) supporting the purchase of equipment to facilitate hybrid education at the State level; and (iv) developing studies to ease the return to school and determine remedial actions post-COVID-19.” 4. Section IV.A.1(a) of Schedule 2 to the Legal Agreement is hereby amended to read in its entirety as follows: “(a) with respect to the Program: (i) finance the results (“Disbursement Linked Results” or “DLRs”) achieved by the Borrower, as measured against specific indicators (“Disbursement Linked Indicators” or “DLIs”) in the amounts allocated against Categories (1) through (10) and (14) through (19); (ii) pay the Front-end Fee; and (iii) pay the Interest Rate Cap or Interest Rate Collar premium, all as set forth in the table in paragraph 2 of this Part A; and (…)” 5. The chart in Section IV.A.2 of Schedule 2 to the Legal Agreement is hereby amended to read in its entirety as follows: Amount of the Percentage of Amount of the Program Loan Eligible Category Project Loan Allocated to Expenditures (including Disbursement Linked Allocated DLRs to be financed Indicator as applicable) (expressed in (expressed in (inclusive of USD) USD) Taxes) -2- (1) DLI #1: The MEC NEM Portaria regulating the support to the Upper 15,000,000 0 N/A Secondary Education Reform has been published by MEC (2) DLI #2: Number of States that formally signed a NEM Portaria 12,500,000 0 N/A Commitment Agreement (3) Intentionally left blank 0 0 N/A (4) DLI #4: Number of States that have their curricula adapted to NEM, 25,000,000 0 N/A validated and published by each State (5) Intentionally left blank 0 0 N/A (6) DLI #6: Number of States with 20,000,000 0 N/A schools in NEM Implementation Pilots (7) DLI #7: Number of States that have their revised FTS Implementation 15,000,000 0 N/A Plans approved by MEC (8) DLI #8: Evaluations and adjustment of the FTS program have 10,000,000 0 N/A been carried out (9) DLI #9: Percentage of agreed FTS key process targets achieved by States 30,000,000 0 N/A as included in their FTS Implementation Plans (10) Intentionally left blank 0 0 N/A (11) Goods, non-consulting services, consulting services, Operating Costs 0 9,613,227 100% and Training for the Project (12) Front-end Fee to be paid pursuant to Section 2.03 of this Agreement in accordance with Section 2.05 (b) of the 552,500 72,500 100% Program General Conditions and Section 2.07 (b) of the Project General Conditions (13) Interest Rate Cap or Interest Rate Collar premium to be paid pursuant to 100% 0 0 Section 4.05 (c) of the General Conditions -3- (14) DLI #11: Number of States that have received books and didactic materials in compliance with NEM 0 N/A 25,000,000 Legal Framework (15) DLI #12: Publication of assessment matrixes of new ENEM in 12,500,000 0 N/A accordance with the NEM Legal Framework (16) DLI #13: Measures implemented 0 N/A by MEC to respond to COVID crisis 20,000,000 (17) DLI #14: MEC public consultation with students, teachers 7,500,000 0 N/A and school managers about the NEM implementation process published (18) DLI #15: Restructuring of the Upper Secondary Education Legal 10,000,000 0 N/A Framework published (19) DLI #16: Strengthening schools connectivity through the provision of necessary equipment for hybrid 17,947,500 0 N/A education to promote learning recovery strategies. Cancellation as of December 20, 2023. - 19,314,273 N/A Total Amount of the Program Loan 221,000,000 - - Total Amount of the Project Loan - - 29,000,000 Total Amount of the Operation Loan 250,000,000 6. Section IV.D, of Schedule 2 to the Loan Agreement is hereby amended to read in its entirety as follows: “D. Operation Withdrawal Period “The Closing Date is December 31, 2024. The Bank may grant an extension of the Closing Date only after the Borrower’s Ministry of Finance has informed the Bank that it agrees with such extension.” 7. The Appendix to the Loan Agreement is amended by replacing the following definitions in its entirety as follows: “22. “Learning Itineraries Program” means Programa Itinerarios Formativos, the Borrower’s program created by the Learning Itineraries Portaria.” “31. NEM Legal Framework” means the Borrower’s Law No. 13.415, dated February 16, 2017, or any successor or successors to such legislation which shall be acceptable to the Bank for purposes of the Operation.” -4- 8. The Appendix to the Loan Agreement is amended by excluding the following definition in its entirety: “15. Full-Time Upper Secondary School Expansion Support Program means the Programa de Fomento às Escolas de Ensino Médio em Tempo Integral (EMTI), as established by MEC regulation No. 1.144 dated October 10, 2016.” 9. The Appendix to the Loan Agreement is amended by adding the following definitions placed in alphabetical order and renumbering existing definitions accordingly: “Full-Time School Program” means the Programa Escola em Tempo Integral (PETI), as established by Law No 14,640, dated July 31, 2023, or any successor or successors to such legislation which shall be acceptable to the Bank for purposes of the Operation.” “Restructuring of the Upper Secondary Education Legal Framework” means any amendments to the NEM Legal Framework, in form and substance acceptable to the Bank, or any successor or successors to such legislation which shall be acceptable to the Bank for purposes of the Operation.” All other provisions of the Loan Agreement, except as amended through this Amendment Letter, shall remain in full force and effect. This Amendment Letter shall be executed in three (3) counterparts, each of which shall be an original. Upon your confirmation, please return one fully executed original to us. The provisions set forth in this Amendment Letter shall become effective as of January 1st, 2023, upon the Bank’s receipt of one (1) fully executed original of this Amendment Letter. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: _______________________ Johannes Zutt Director for Brazil Latin America and the Caribbean Region AGREED: FEDERATIVE REPUBLIC OF BRAZIL By: _________________________ Authorized Representative Name: Fabiani Fadel Borin _________________________ Attorney of the National Treasury Title: _________________________ 22-dez-2023 Date: _________________________ -5-