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TURKIYE ELEKTRIK ILETIM VE URETIM A.S.
June 25, 1998
International Bank for
  Reconstruction and Development 
1818 H Street, N.W. 
Washington, D.C. 20433 
United States of America
Re:  Loan No. 4344 TU
(National Transmission Grid Project)
Representations                                       
Dear Sirs and Mesdames:
In connection with the Loan Agreement (National Transmission Grid Project) of 
even date herewith between the International Bank for Reconstruction and Development 
(the Bank) and the Turkiye Elektrik Iletim ve Uretim A.S. (the Borrower) hereby 
undertakes and warrants to the Bank that:
1.
The Borrower is not engaged in litigation as plaintiff or defendant, the outcome 
of which might materially and adversely affect its financial condition.
2.
The Borrower has no outstanding agreements or liabilities, contingent or 
otherwise not in the ordinary course of its business, which might materially and 
adversely affect its financial position.
3.
No debt of the Borrower is secured by any mortgage, pledge, charge, priority or 
other lien, and no contract or arrangement exists for the creation of any such 
mortgage, pledge, charge, priority or other lien.
4.
There are no existing defaults in repayment of principal of, or interest or 
other charges on, any debts of the Borrower.
5.
The Borrower is not in violation of, and the execution and delivery of the Loan 
Agreement and the compliance with all the terms thereof do not and will not result in 
any violation of, any provisions of any existing agreement, concession, license or 
permit, or of any statute, law, decree, regulation or any other legal rule of a 
similar nature presently in effect and applicable to the Borrower.
6.
The Borrower is a duly existing Public Authority under the laws of the Republic 
of Turkey with full authority to carry out its present business, to execute and 
deliver the Loan Agreement and to carry out the Project in accordance with the terms 
and conditions thereof, and has fully disclosed to the Bank all facts and 
circumstances which may materially affect the foregoing.
7.
It is our mutual understanding that the preceding representations are material 
factors in the Bank’s decision to make the Loan.  Should any adverse material change 
occur in the financial position of the Borrower prior to our receipt of the notice of 
the Bank’s acceptance of the evidence required by Section 12.01 of the General 
Conditions, we shall promptly inform the Bank.
Very truly yours,
TURKIYE ELEKTRIK
   ILETIM VE URETIM A.S.
By /s/ Gunes Taner
Authorized Representative
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