T HE BANKS A SSOCIATION OF T URKEY

1. THE BANKS ASSOCIATION OF TURKEY FRAMEWORK AGREEMENT ON FINANCIAL RESTRUCTURING PROGRAM PRESENTATION BY WORKING GROUP ON FINANCIAL RESTRUCTURING May 24, 2002

2. FRAMEWORK AGREEMENT ON FINANCIAL RESTRUCTURING PROGRAM

3. Creditor Institutions & Supporting Organizations in the Agreement • Saving Deposit Insurance Fund (SDIF) • BAT member banks • Special Finance Institutions (SFI) • Emlak Bank of Turkey in Liquidation Process • Other Financial Institutions CREDITOR ORGANİZATIONS • Union of Chambers and Commodity Exchanges of Turkey -UCCET (TOBB) • Turkish Industrialists’ & Businessmen’s Association-TIBA-(TUSİAD) SUPPORTING INSTITUTIONS 1

4. Purpose of the Agreement • Following the financial restructuring, the achieving ability of efficient working of the producer firm, hence creating a favorable business environment for small and medium size enterprises, which are suppliers and buyers, • Ensuring that both the corporate sector and the financial sector institutions have regular, sound and transparent balance sheets through compliance with the arrangements based on the provisions of the Agreement hereby, • Providing the firms that have the capacity to add value in the corporate sector become effective in the economy, increasing the capacity utilization, improving the national welfare through increasing production and employment. 2

5. Definitions • Large Size Firms • Employing permanently > 100 • Annual export > $ 15.000.000 • Annual turnover > TL 25 trillion • The assets in the audited balance sheet > 15 trilyon TL On the condition that having capacity to add value to the economy, the firms who will satisfy at least two of the mentioned criteria and produce risks for financial sector at an amount more than USD 10 million shall be concerned as “Large Size Firms” Medium and Small Size Firms The firms and groups of firms except for the criterias defined for “Large Size Firms” 3

6. Framework AggreementGeneral Quarum Conditions Arbitration Commitee (Large Size Firms) No Yes (55-75 %) Decision Acceptance Rate % 90 % 75 Provisioning Regulations Loan Classifications 1st Group–Loans-Standard Performing 2nd Group–Loans-Under Special Follow-Up 3rd Group–Loans-Limited Collectibility 4th Group–Loans-Collectibility Uncertain 5th Group–Loans-Uncollectable Classified Date Jan 31th, 2002 Prerequisite: As of Jan 31st, 2002 categorized in any of these 3 categories at any bank P.S. : In the following slides, process is presented according to 75 % rule. If the related company that will be included in the FRP, is not classified in any of the 3rd, 4th or 5th categories at any bank then for the rest of the presentation, the ratio stated as 75 % must be taken into consideration as 90 % and it must be taken into account that for large scale companies it will not be possible to apply for the Arbitration Committee. 4

7. Organisational structure ARBITRATION COMMITEE (For large scale firms 3 persons appointed by the Board of Directors of BAT and BRSA observer COORDINATION SECRETERIAT 1 coordinator and sufficient number of technical and administrative staff appointed by Board of Directors of BAT CONSORTIUM OF CREDITOR BANKS FIRM SUBJECT TO FINANCIAL RESTRUCTURING LEADER BANK 5

8. Process (For Large Size Firms) 1-a One of the 3 banks who has the biggest risk can initiate the process 2 3 4 5 The bank who initiates the process, shall receive the letter of undertaking from the company and apply to the CS in two business days Second CBC meeting are held two days following the first meeting. after the within 2 days in the second CBC meeting, if necessary, rules of standstill process shall be identified CS inform other creditor banks and invite all banks and the company to the first meeting • In first CCB meeting (*) • -CCB members shall be identified • Leader bank shall be identified • Agenda of negotiation process shall be identified • Conditions are reviewed and working plan is prepared 1-b Small creditor banks who own %25 of total risk can apply for one of the 3 big creditor banks to initiate the process (*) CCB Consortium of Creditor Banks 6

9. Process (For Large Size Firms) For subjects of disagreement; Apply to AC through CS, AC get written opinion of sides, announce decision within 5 days. This decision will be put in practice by CCB 7 8 Apply for Arbitration Committee CCB agreement between 51% - 75 % 11 CS and through CS BRSA are informed. Full agreement with the firm 6 • Negotiation process • Between CCB and company • Among CCB members 9 10 12 FR contract signed CCB agreement more than 75% Monitoring process 13 No agreement with the firm 15 Financial Restructuring IMPOSSIBLE 14 CCB agreement less than 50% 7

10. Process (For Medium & Small Size Firms) 1 2 3 4 • In first CCB meeting; • CCB members are defined • Leader bank is decided • Conditions are reviewed and working plan prepared • Consultation process agenda is defined Second CCB meeting Within 2 days in the second CCB meeting, if necessary, rules of standstill process are defined At least two banks who represents 51% of total risk come together to start the process Banks who initiate the process, get the commitment letter from the firm and give application to CS in two business days. In this situation will start the process 8

11. Process (For Medium & Small Size Firms) 8 Full agreement with the company Send a copy of the agreement to CS and BRSA 6 7 9 5 CCB agreement more than 75% FR contract signed Monitoring process • Consultation process • Between CCB and company • Between CCB members 10 disagreement with the company 12 Financial Restructuring IMPOSSIBLE 11 CCB agreement less than 75% 9

12. REGULATIONS RELATED TO FRP Realized All papers, agreements, colleterals arranged during the process should be fund, legal fee and tax exempt Problems coming from priority and privileges of state receivables’ should be removed Legal preparations about foreign currency mortgage should be completed If companies can not close their export commitments (related to the loans that were taken within the framework of this program) during the program, sanctions should be postponed until the end of the program Public Sector Banks, Emlak Bank of Turkey in Liquidation Process and SDIF should be able sign this agreement Regulations on the Agenda The construction of the organizational structure Necessary amendments to provisioning regulations Funding possibilities for Asset/Liabilities term mismatches and interest risk removal Regulations intended to speed up the enforcement process of claims under the Enforcement and Bankruptcy Law" 10

13. Expected results of the program from view of point Real Sector Efficient relations with Finance Sector Debt and corpoate restructuring Healthy cash flow Productivity increase Problem loan Negotiation Increasing tax payment capacity Healthy Relations with Financial Sector FR contract Efficiency Employment increase HEALTHY GROWTH IN REAL SECTOR 11

14. Expected results of the program from view point of Financial Sector Funding from international institutions BRSA provisioning regulations Tax, duty,fees Funding Possibility Improving maturity composition, decreasing interest rate risk Improving asset quality Problem loan Negotiation FR contract Strengthening the financial structure Healthy relations with the firm GROWTH IN FINANCIAL SECTOR 12

15. Expected results of the program from whole view point of economy Adaptation to international norms Successful financial program Stability and reliability Inflow of foreign capital Increasing revenues Decreased funding cost Implementable regulations Healthy cash flow through SME’s STATE BUDGET Healthy balance sheets, reliable financial sector FINANCIAL SECTOR REAL SECTOR Following the FR contract Healthy and efficient relations Strong economy Employment increase Increasing productivity and export Improving in the country rating Increasing GNP HEALTHY GROWTH IN WHOLE ECONOMY 13