CONFORMED COPY




                                           LOAN NUMBER 7821-TU




  Guarantee Agreement
              (Second Additional Loan for the
Access to Finance for Small and Medium Enterprises Project)


                         between


                REPUBLIC OF TURKEY


                           and


  INTERNATIONAL BANK FOR RECONSTRUCTION
             AND DEVELOPMENT




                 Dated December 17, 2009




                             -
                                                             LOAN NUMBER 7821-TU

                                GUARANTEE AGREEMENT

        AGREEMENT, dated December 17, 2009, entered into between REPUBLIC OF
TURKEY (“Guarantor”) and INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT (“Bank”) (“Guarantee Agreement”) in connection with the Loan
Agreement of same date between the Bank and Türkiye Halk Bankasi A.Ş. (“Halkbank”)
(“Loan Agreement”) for the purpose of providing additional financing for the Original
Project (as defined in the Appendix to the Loan Agreement). The Guarantor and the
Bank hereby agree as follows:

                 ARTICLE I – GENERAL CONDITIONS; DEFINITIONS

      Section 1.01. The General Conditions (as defined in the Appendix to the Loan
Agreement) constitute an integral part of this Agreement.

        Section 1.02. Unless the context requires otherwise, the capitalized terms used in
this Agreement have the meanings ascribed to them in the General Conditions or in the
Loan Agreement.

                                ARTICLE II – GUARANTEE

        Section 2.01. Without limitation or restriction upon any of its other obligations
under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as
primary obligor and not as surety merely, the due and punctual payment of all Loan
Payments payable by Halkbank pursuant to the Loan Agreement.

                ARTICLE III - REPRESENTATIVE; ADDRESSES

        Section 3.01. The Guarantor’s Representative is Undersecretary of Treasury.

        Section 3.02. The Guarantor’s Address is:

                Basbakanlik
                Hazine Mustesarligi
                Inonu Bulvari
                Emek-Ankara
                Turkey
                                                         Facsimile:

                                                         (90) (312) 212 8550
                                                         (90) (312) 212 8737




                                            -
                                         -2-


       Section 3.03. The Bank’s Address is:

               International Bank for
                Reconstruction and Development
               1818 H Street, N.W.
               Washington, D.C. 20433
               United States of America

               Cable:                  Telex:                     Facsimile:

               INTBAFRAD               248423 (MCI) or            (202) 477-6391
               Washington, D.C.         64145 (MCI)


AGREED at Ankara, Republic of Turkey, as of the day and year first above written.



                                       REPUBLIC OF TURKEY




                                       By: /s/ Memduh Aslan Akcay
                                                           Authorized Representative


                                       INTERNATIONAL BANK FOR
                                        RECONSTRUCTION AND DEVELOPMENT



                                       By: /s/ Carlos Pinerua
                                                                Authorized Representative