Obligation Turkiye 6.875% ( US900123AY60 ) en USD

Turkiye

100 % ▲

Turquie

US900123AY60 ( en USD )

6.875% par an ( paiement semestriel )

16/03/2036

Prospectus brochure de l'obligation Turkey US900123AY60 en USD 6.875%, échéance 16/03/2036

2 000 USD

2 750 000 000 USD

900123AY6

N/A

BA3 ( Spéculatif )

17/09/2025 ( Dans 137 jours )

La Turquie est un pays transcontinental situé à la fois en Europe et en Asie, possédant un riche héritage culturel et historique qui englobe des influences byzantines, ottomanes et anatoliennes.

L'Obligation émise par Turkiye ( Turquie ) , en USD, avec le code ISIN US900123AY60, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/03/2036

L'Obligation émise par Turkiye ( Turquie ) , en USD, avec le code ISIN US900123AY60, a été notée BA3 ( Spéculatif ) par l'agence de notation Moody's.

e424b5
424B5 1 x49667e424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (1 of 91)1/9/2006 10:48:44 AM

e424b5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-112081

PROSPECTUS SUPPLEMENT
(To the Prospectus dated February 18, 2004)
$1,500,000,000

TÜRK·YE CUMHUR·YET·
(The Republic of Turkey)
6.875% Notes due March 17, 2036

The Republic of Turkey (the "Republic" or "Turkey") is offering $1,500,000,000 principal amount of its 6.875% Notes due
March 17, 2036. 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 March 17 and September 17 of each year, beginning on September 17, 2006.
This prospectus supplement and accompanying prospectus dated February 18, 2004, constitute a prospectus for the purposes of
Directive 2003/71/EC (the "Prospectus Directive").
Application has been 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 February 18, 2004 as a prospectus for the purposes of the Prospectus Directive. Application has
been made to list and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange.
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-14 of
this prospectus supplement and "Collective Action Securities" beginning on page 13 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

http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (2 of 91)1/9/2006 10:48:44 AM

e424b5
Public offering price

96.890%
$1,453,350,000
Underwriting discount

0.125%
$
1,875,000
Proceeds, before expenses, to the Republic of Turkey

96.765%
$1,451,475,000

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 17, 2006, through the book-entry facilities of The Depository Trust Company or DTC, against payment in same-day
funds.

Joint Book Running Managers

Citigroup
Deutsche Bank
Securities

Co-Managers

ABN AMRO
Bear Stearns International Limited
Commerzbank Corporates and Markets
Credit Suisse First Boston (Europe)
Limited
Goldman Sachs International
HSBC
IS INVESTMENT SECURITIES
Merrill Lynch & Co.
Turkiye Sinai Kalkinma Bankasi AS
The date of this prospectus supplement is January 4, 2006.

http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (3 of 91)1/9/2006 10:48:44 AM

e424b5

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. We have not
authorized anyone to provide you with any other information. If you receive any unauthorized information, you must
not rely on it.
We are 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

Prospectus Supplement

Page
Summary

S-3
Risk Factors

S-6
Recent Developments

S-10
Description of The Notes

S-11
Global Clearance and Settlement

S-19
Taxation

S-23
Underwriting

S-27
Legal Matters

S-30
Table of References

S-31

Prospectus

Page
Where You Can Find More Information

2
Use of Proceeds

3
Debt Securities

3
Collective Action Securities

13
Plan of Distribution

16
Validity of The Securities

17
Official Statements

17
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (4 of 91)1/9/2006 10:48:44 AM

e424b5
Authorized Agent

17

We are a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon
judgments of courts in the United States against us. 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 official currency prior to
January 1, 2005. References to "YTL" in this prospectus supplement are to the New Turkish Lira, the Republic's
new official currency, which was introduced on January 1, 2005. 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 New 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 New Turkish Lira or dollar amounts referred to herein could have been or could be
converted into dollars or New Turkish Lira, as the case may be, at any particular rate or at all.
S-2
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (5 of 91)1/9/2006 10:48:44 AM

e424b5
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 of approximately
768,000 square kilometers. Turkey's population, as of June 2005, was
estimated to be 72.2 million.

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, enabling it to begin accession
negotiations with the European Union.

Securities Offered
$1,500,000,000 principal amount of 6.875% Notes due March 17, 2036.

Maturity Date
March 17, 2036.

Issue Price
96.890% of the principal amount of the notes plus accrued and unpaid
interest from and including January 17, 2006 to but excluding the delivery
date.

Interest Payment Dates
March 17 and September 17 of each year, commencing September 17, 2006.

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
Application has been made to list and trade the notes on the Regulated
Market "Bourse de Luxembourg" of the Luxembourg
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (6 of 91)1/9/2006 10:48:44 AM

e424b5
S-3
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (7 of 91)1/9/2006 10:48:44 AM

e424b5
Table of Contents

Stock Exchange.

Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages six and
seven 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 17, 2006, provided that such Liens remain confined to the assets
affected thereby on January 17, 2006, and secure only those obligations so
secured on January 17, 2006.

Form
The notes will be book-entry securities in fully registered form, without
coupons, registered in the names of investors or their nominees in
denominations of $2,000 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 The Depository Trust Company
("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, sociéte 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
Principal and interest on the notes will be payable in U.S. dollars or other
Interest
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 the 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.

http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (8 of 91)1/9/2006 10:48:44 AM

e424b5
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 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,
we 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,
S-4
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (9 of 91)1/9/2006 10:48:44 AM

e424b5
Table of Contents

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.

Use of Proceeds
We 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 and exclusive of accrued but unpaid interest) is
$1,451,475,000.

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 could 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) Turkey is a foreign sovereign state and
accordingly it may be difficult to obtain or enforce judgments against it; 7)
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; 8) there may
be certain legal restraints in relation to investment in the notes with regard to
your particular circumstances.

Risks associated with the Republic generally include: 1) there can be no
assurance that Turkey's credit rating 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) there are potential
inflation risks; 5) there are risks associated with the foreign exchange rate of
the Republic's currency; and 6) there are risks associated with the potential
delay in the Republic's accession to the European Union which may have a
negative impact on the Republic's economic performance and credit ratings.

These risk factors are described in the section entitled "Risk Factors" of this
prospectus supplement.
http://www.sec.gov/Archives/edgar/data/869687/000115697306000027/x49667e424b5.htm (10 of 91)1/9/2006 10:48:44 AM

Document Outline

sec.gov
- #1">e424b5