Obligation Turkiye 7.5% ( US900123BE97 ) en USD

Turkiye

100 % ⇌

Turquie

US900123BE97 ( en USD )

7.5% par an ( paiement semestriel )

14/07/2017 - Obligation échue

Prospectus brochure de l'obligation Turkey US900123BE97 en USD 7.5%, échue

100 000 USD

2 250 000 000 USD

900123BE9

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 US900123BE97, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2017

424B5
Page 1 of 101
424B5 1 y73818b5e424b5.htm FILED PURSUANT TO RULE 424(B)(5)
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 2 of 101
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-133956
PROSPECTUS SUPPLEMENT
(To the Prospectus dated August 10, 2006)
$1,000,000,000

TÜRKYE CUMHURYET
(The Republic of Turkey)

7.5% Notes due July 14, 2017

The Republic of Turkey (the "Republic" or "Turkey") is offering $1,000,000,000 principal
amount of its 7.5% Notes due July 14, 2017 (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 January 14 and July 14 of each year, beginning on July 14, 2009.

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 is being 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.

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-21 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
100.0 % $ 1,000,000,000
Underwriting discount
0.10 % $
1,000,000
Proceeds, before expenses, to the Republic of Turkey
99.90 % $ 999,000,000

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 14, 2009 (the "Issue Date"), through the book-entry facilities of
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 3 of 101
The Depository Trust Company, ("DTC"), against payment in same-day funds.

Joint Book Running Managers
Citi
HSBC

The date of this prospectus supplement is January 7, 2009.
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 4 of 101

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-3
Risk Factors
S-6
Recent Developments
S-11
Description of The Notes
S-21
Global Clearance and Settlement
S-27
Taxation
S-30
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 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.
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 5 of 101

S-2
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 6 of 101
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 June 2005, was estimated to be
73.0 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, in connection with its accession negotiations with
the European Union.

Securities Offered
$1,000,000,000 principal amount of 7.5% Notes due
July 14, 2017.

Maturity Date
July 14, 2017.

Issue Price
100.0% of the principal amount of the notes.

Interest Payment Dates
January 14 and July 14 of each year, commencing July 14,
2009.

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
Application is being made to list on the Official List and
Trading
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 14, 2009, provided that such Liens remain confined
to the assets affected thereby on January 14, 2009, and
secure only those obligations so secured on January 14,
2009.
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 7 of 101

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 $100,000 and integral
multiples of $1,000 in excess thereof.

S-3
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 8 of 101
Table of Contents

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
Principal and interest on the notes will be payable in U.S.
Interest
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 (succesor-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.

http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 9 of 101
Prescription Period
None.

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 $999,000,000.

S-4
http://www.sec.gov/Archives/edgar/data/869687/000095012309000315/y73818b5e424b5.... 1/13/2009

424B5
Page 10 of 101
Table of Contents

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/869687/000095012309000315/y73818b5e424b5.... 1/13/2009