Conformed Copy - L4344 - National Transmission Grid Project - TEIAS Loan Assumption Agreement

Page 1 CONFORMED COPY LOAN NUMBER 4344-0 TU TEIAS Loan Assumption Agreement (National Transmission Grid Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and TURKIYE ELEKTRIK ILETIM A.S Dated March 25, 2002 LOAN NUMBER 4344-0 TU LOAN ASSUMPTION AGREEMENT AGREEMENT, dated March 25, 2002, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and TURKIYE ELEKRTIK ILETIM A.S. (the Borrower or TEIAS). Page 2 WHEREAS (A) by a loan agreement between the Bank and Turkiye Elektrik Uretim Iletim A.S. (TEAS), dated June 25, 1998, as amended on October 13, 1999 (the Loan Agreement), the Bank made a loan (the TEAS Loan) to TEAS in an amount equal to $270,000,000 on the terms and conditions set forth in the Loan Agreement; (B) by a guarantee agreement between the Republic of Turkey (the Guarantor) and the Bank, dated June 25, 1998 (the Guarantee Agreement), the Guarantor guaranteed all the obligations of TEAS contained or referred to in the Loan Agreement on the terms and conditions set forth in the Guarantee Agreement; (C) by Decree No. 2001/2026, dated February 5, 2001, of the Guarantor, the Borrower was created, and the Borrower assumed TEAS