Obbligazione Turkiye 6.75% ( US900123BG46 ) in USD

Turkiye

95.15 USD ▲

Turchia

US900123BG46 ( in USD )

6.75% per anno ( pagato 2 volte l'anno)

29/05/2040

Prospetto opuscolo dell'obbligazione Turkey US900123BG46 en USD 6.75%, scadenza 29/05/2040

900123BG4

30/11/2025 ( In 23 giorni )

La Turchia è una nazione transcontinentale situata tra l'Asia e l'Europa, con una ricca storia e una cultura variegata che fonde influenze orientali e occidentali.

L'obbligazione con codice ISIN US900123BG46, codice CUSIP 900123BG4, emessa dalla Turchia in USD, con scadenza il 29/05/2040, presenta un rendimento a scadenza del 6.75%, un prezzo di mercato attuale del 92.22% del valore nominale e pagamenti di cedola semestrali.

e424b5
Page 1 of 90
424B5 1 y79757b5e424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 2 of 90
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-133956

PROSPECTUS SUPPLEMENT
(To the Prospectus dated August 10, 2006)
$2,000,000,000

TÜRKYE CUMHURYET
(The Republic of Turkey)

6.75% Notes due May 30, 2040

The Republic of Turkey (the "Republic" or "Turkey") is offering $2,000,000,000 principal amount of its 6.75% Notes
due May 30, 2040 (the "notes"). The notes will constitute direct, general and unconditional obligations of the Republic. The
full faith and credit of the Republic will be pledged for the due and punctual payment of all principal and interest on the
notes. The Republic will pay interest on May 30 and November 30 of each year, commencing with a long first coupon
payable on November 30, 2010. Interest will accrue from the Issue Date (as defined below).

This prospectus supplement and accompanying prospectus dated August 10, 2006, constitute a prospectus for the
purposes of Directive 2003/71/EC (the "Prospectus Directive").

Application will be made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg
(the "CSSF"), as competent authority under the Prospectus Directive, to approve this prospectus supplement and the
accompanying prospectus dated August 10, 2006 as a prospectus for the purposes of the Prospectus Directive. Application
is being made to list on the Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the
Luxembourg Stock Exchange, which is a regulated market for the purposes of the Market in Financial Instruments
Directive (2004/39/ EC) ("MiFiD").

See the section entitled "Risk Factors" for a discussion of certain factors you should consider
before investing in the notes.

The notes will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration
and voting on amendments, modifications, changes and waivers that differ from those applicable to certain other series of
U.S. dollar denominated debt securities issued by the Republic. Under these provisions, which are described in the sections
entitled "Description of the Notes -- Default; Acceleration of Maturity" and "-- Amendments and Waivers" beginning on
page S-20 of this prospectus supplement and "Collective Action Securities" beginning on page 12 of the accompanying
prospectus, the Republic may amend the payment provisions of the notes and certain other terms with the consent of the
holders of 75% of the aggregate principal amount of the outstanding notes.

Per Note

Total

Public Offering Price
98 .655% $ 1,973,100,000
Underwriting discount

0 .10% $
2,000,000
Proceeds, before expenses, to the Republic of Turkey
98
.555%

$
1,971,100,000

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these notes or determined that this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or
about January 12, 2010 (the "Issue Date"), through the book-entry facilities of The Depository Trust Company, ("DTC"),
against payment in same-day funds.

Joint Book Running Managers

http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 3 of 90
HSBC
J.P. Morgan
UBS Investment Bank

Co-Manager

T.C. Ziraat Bankasi A.S.

The date of this prospectus supplement is January 5, 2010.
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 4 of 90

The Republic accepts responsibility for the information contained within this document. The Republic declares
that having taken all reasonable care to ensure that such is the case, the information contained in this document is,
to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.

Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years.
Figures included in this prospectus supplement and the accompanying prospectus have been subject to rounding
adjustments; accordingly, figures shown for the same item of information may vary, and figures that are totals may
not be an arithmetical aggregate of their components.

You should rely only on the information contained in this prospectus supplement and the accompanying
prospectus, including the documents incorporated by reference, in making your investment decision. The Republic
has not authorized anyone to provide you with any other information. If you receive any unauthorized information,
you must not rely on it.

The Republic is offering to sell the notes only in places where offers and sales are permitted.

You should not assume that the information contained in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page
Prospectus Supplement
Summary
S-1
Risk Factors
S-4
Recent Developments
S-9
Description of The Notes
S-19
Global Clearance and Settlement
S-25
Taxation
S-29
Underwriting
S-35
Legal Matters
S-37
Table of References
S-38
Prospectus
Where You Can Find More Information

2
Data Dissemination

3
Use of Proceeds

3
Debt Securities

3
Collective Action Securities
12
Plan of Distribution
15
Debt Record
16
Validity of the Securities
16
Official Statements
16
Authorized Agent
16

The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize
upon judgments of courts in the United States against the Republic. See "Debt Securities -- Governing Law and
Consent to Service" in the accompanying prospectus.

References to "TL" in this prospectus supplement are to the Turkish Lira, the Republic's new official currency,
which was introduced on January 1, 2009. References to "US$", "$", "U.S. dollars" and "dollars" in this prospectus
supplement are to lawful money of the United States of America.

Translations of amounts from Turkish Lira to dollars are solely for the convenience of the reader and, unless
otherwise stated, are made at the exchange rate prevailing at the time as of which such amounts are specified. No
representation is made that the Turkish Lira or dollar amounts referred to herein could have been or could be
converted into dollars or Turkish Lira, as the case may be, at any particular rate or at all.

S-i
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 5 of 90
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 6 of 90
Table of Contents

SUMMARY

This summary should be read as an introduction to the prospectus supplement and the accompanying
prospectus. Any decision to invest in the notes by an investor should be based on consideration of the
prospectus supplement and the accompanying prospectus as a whole. Where a claim relating to the
information contained in the prospectus supplement or the accompanying prospectus is brought before a
court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of
the Member State where the claim is brought, be required to bear the costs of translating the prospectus
supplement and the accompanying prospectus before the legal proceedings are initiated.

Issuer
The Republic of Turkey.

The Republic of Turkey is located in southwestern Asia, where it
borders Iran, Armenia, Georgia, Azerbaijan, Iraq and Syria, and
southeastern Europe, where it borders Greece and Bulgaria, with a
total territory (inclusive of its lakes) of approximately
814,578 square kilometers. Turkey's population, as of December
2008, was estimated to be 71,517,100.

The Republic of Turkey was founded in 1923 and currently has a
parliamentary form of government. It has recently undertaken many
reforms to strengthen its democracy and economy, in connection
with its accession negotiations with the European Union.

Securities Offered
$2,000,000,000 principal amount of 6.75% Notes due May 30, 2040.

Maturity Date
May 30, 2040

Issue Price
98.655% of the principal amount of the notes.

Interest Payment Dates
May 30 and November 30, of each year, commencing with a long
first coupon payable on November 30, 2010, for the period from and
including the Issue Date to but excluding November 30, 2010.

Status and Ranking
Upon issuance, the notes will be our direct unconditional and
general obligations and will rank equally with our other external
debt denominated in currencies other than Turkish Lira which is
(i) payable to a person or entity not resident in Turkey and (ii) not
owing to a Turkish citizen. See "Debt Securities -- Status of the
Debt Securities" and "Debt Securities -- Negative Pledge" in the
accompanying prospectus.

Markets
The notes are offered for sale in those jurisdictions where it is legal
to make such offers. See "Underwriting".

Listing and Admission to Trading
Application is being made to list on the Official List and trade the
notes on the Regulated Market "Bourse de Luxembourg" of the
Luxembourg Stock Exchange.

Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages five
and six of the accompanying prospectus shall read as follows for
purposes of the notes: Liens on assets (other than official holdings of
gold) in existence on January 12, 2010, provided that such Liens
remain confined to the assets affected thereby on January 12, 2010,
and secure only those obligations so secured on January 12, 2010.

Form
The notes will be book-entry securities in fully registered form,
without coupons, registered in the names of investors or their
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 7 of 90

S-1
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 8 of 90
Table of Contents
nominees in denominations of $100,000 and integral multiples of
$1,000 in excess thereof.

Clearance and Settlement Beneficial
interests
in the notes will be shown on, and transfer
thereof will be effected only through, records maintained by DTC
and its participants, unless certain contingencies occur, in which
case the notes will be issued in definitive form. Investors may elect
to hold interests in the notes through DTC, Euroclear Bank
S.A./N.V. ("Euroclear") or Clearstream Banking Luxembourg,
société anonyme ("Clearstream Banking Luxembourg"), if they are
participants in such systems, or indirectly through organizations that
are participants in such systems. See "Global Clearance and
Settlement".

Payment of Principal and Interest
Principal and interest on the notes will be payable in U.S. dollars or
other legal tender of the United States of America. As long as the
notes are in the form of a book-entry security, payments of principal
and interest to investors shall be made through the facilities of DTC.
See "Description of the Notes -- Payments of Principal and Interest"
and "Global Clearance and Settlement -- Ownership of Notes
through DTC, Euroclear and Clearstream Banking Luxembourg".

Default
The notes will contain events of default, the occurrence of which
may result in the acceleration of our obligations under the notes
prior to maturity. See "Debt Securities -- Default" and "--
Acceleration of Maturity" in the accompanying prospectus.

Collective Action Securities
The notes will be designated Collective Action Securities under the
Fiscal Agency Agreement, dated as of December 15, 1998, between
the Republic and The Bank of New York Mellon
(successor-in-interest to JPMorgan Chase Bank, N.A.), as amended
by Amendment No. 1 to Fiscal Agency Agreement, dated as of
September 17, 2003, and Amendment No. 2 to the Fiscal Agency
Agreement, dated as of January 7, 2004 (collectively, the "Fiscal
Agency Agreement"). The notes will contain provisions regarding
acceleration and voting on amendments, modifications, changes and
waivers that differ from those applicable to certain other series of
U.S. dollar denominated debt securities issued by the Republic and
described in the accompanying prospectus. The provisions described
in this prospectus supplement will govern the notes. These
provisions are commonly referred to as "collective action clauses."
Under these provisions, the Republic may amend certain key terms
of the notes, including the maturity date, interest rate and other
payment terms, with the consent of the holders of not less than 75%
of the aggregate principal amount of the outstanding notes.
Additionally, if an event of default has occurred and is continuing,
the notes may be declared to be due and payable immediately by
holders of not less than 25% of the aggregate principal amount of the
outstanding notes. These provisions are described in the sections
entitled "Description of the Notes -- Default; Acceleration of
Maturity" and "-- Amendments and Waivers" in this prospectus
supplement and "Collective Action Securities" in the accompanying
prospectus.

Sinking Fund
None.

Prescription Period
None.
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 9 of 90

S-2
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010

e424b5
Page 10 of 90
Table of Contents

Use of Proceeds
The Republic will use the net proceeds of the sale of the notes for
general financing purposes, which may include the repayment of
debt. The amount of net proceeds (before expenses) is
$1,971,100,000.

Risk Factors
Risks associated with the notes generally include: 1) the trading
market for debt securities may be volatile and may be adversely
impacted by many events; 2) there may be no active trading market
for the notes; 3) the notes may not be a suitable investment for all
investors; 4) the notes are unsecured; 5) the terms of the notes may
be modified, waived or substituted without the consent of all of the
holders; 6) there can be no assurance that the laws of the State of
New York in effect as at the date of this prospectus supplement will
not be modified; and 7) there may be certain legal restraints in
relation to investment in the notes with regard to the particular
circumstances of any investor.

Risks associated with the Republic generally include: 1) there can be
no assurance that Turkey's credit ratings will not change; 2) changes
in the Republic's domestic and international political and economic
environment may have a negative effect on its financial condition;
3) the risks arising from the relatively short maturity structure of
domestic borrowing and the potential deterioration in financing
conditions as a result of market, economic and political factors,
which may be outside the Republic's control, may jeopardize the
debt dynamics of the Republic; 4) potential inflation risks; 5) risks
associated with Turkey's current account deficit; 6) risks associated
with the foreign exchange rate of the Republic's currency; 7) Turkey
is a foreign sovereign state and accordingly it may be difficult to
obtain or enforce judgments against it; 8) risks associated with
delays or other adverse developments in the Republic's accession to
the European Union which may have a negative impact on the
Republic's economic performance and credit ratings; 9) risks
associated with pending arbitration proceedings; and 10) risks
associated with external shocks.

These risk factors are described in the section entitled "Risk Factors"
of this prospectus supplement.

Fiscal Agency Agreement
The notes will be issued pursuant to the fiscal agency agreement.

Taxation
For a discussion of United States, Turkish and Luxembourg tax
consequences associated with the notes, see "Taxation" in this
prospectus supplement. Investors should consult their own tax
advisors in determining the foreign, U.S. federal, state, local and any
other tax consequences to them of the purchase, ownership and
disposition of the notes.

Governing Law
The notes will be governed by the laws of the State of New York,
except with respect to the authorization and execution of the notes,
which will be governed by the laws of the Republic of Turkey.
http://www.sec.gov/Archives/edgar/data/869687/000095012310000652/y79757b5e424b5.htm
1/6/2010