EXHIBIT I
AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT
AMENDMENT No. 2 (this "Amendment"), dated as of January 7, 2004, to the
Fiscal Agency Agreement, dated as of December 15, 1998, between the Republic of
Turkey (the "Republic") and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Fiscal Agent, as amended by Amendment No. 1 to Fiscal Agency
Agreement, dated as of September 17, 2003 (as so amended, the "Fiscal Agency
Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into the Fiscal Agency
Agreement;
WHEREAS, the Republic wishes to amend Section 5(c) of the Fiscal Agency
Agreement to provide that it may issue Securities in denominations of $1,000 or
such other denominations in multiples of $1,000 as may be specified in such
Securities and integral multiples thereof;
WHEREAS, the Republic wishes to correct certain cross-references contained
in Section 11(e)(i)(a)(G) of the Fiscal Agency Agreement and subsection (G) of
Alternative Paragraph [9] of the form of Reverse of Registered Security;
WHEREAS, Section 11(b) of the Fiscal Agency Agreement provides, among
other things, that the Republic and the Fiscal Agent may, upon agreement between
themselves, without the vote or consent of any holder of Securities of any
series, amend, modify or supplement the Fiscal Agency Agreement or the
Securities of a series (a) for the purpose of curing, correcting or
supplementing any defective provision thereof or (b) in any manner which the
Republic and the Fiscal Agent may determine and shall not be inconsistent with
the Securities of such series and shall not adversely affect the interest of any
holder of Securities of such series; and
WHEREAS, the Republic has requested and the Fiscal Agent has agreed,
consistent with such Section 11(b), to amend the Fiscal Agency Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment of Section 5(c) of the Fiscal Agency Agreement. The last
sentence of the second paragraph of Section 5(c) of the Fiscal Agency Agreement
is hereby amended and restated in its entirety as follows:
"Any Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for certificated Securities issuable in
denominations of $1,000 or such other denominations in multiples of $1,000
as may be specified in such Security and integral multiples of $1,000 and
registered in such names as the U.S. Depository holding such Security
shall direct."
2. Amendment to Section 11(e) of the Fiscal Agency Agreement. Subsection
(G) of Section 11(e)(i) of the Fiscal Agency Agreement is hereby amended to
change the cross-reference contained therein from "Section 11(d)" to "Section
11(e)(iii)".
3. Amendment of Alternative Paragraph [9] of Exhibit A to the Fiscal
Agency Agreement. Subsection (G) of Alternative Paragraph [9] of the form of
Reverse of Registered Security is hereby amended to change the cross-reference
contained therein from "Section 11(d)" to "Section 11(e)(iii)".
4. Savings Clause. In all other respects, the Fiscal Agency Agreement
shall remain in full force and effect. All references in any other agreement or
document to the Fiscal Agency Agreement shall, on and after the date hereof, be
deemed to refer to the Fiscal Agency Agreement as amended hereby.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Such counterparts
shall together constitute but one and the same agreement.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA
WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK,
UNITED STATES OF AMERICA; PROVIDED, HOWEVER, THAT AUTHORIZATION AND EXECUTION OF
THIS AGREEMENT BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF THE REPUBLIC.
8. Effectiveness. This Amendment shall become effective as of the date
hereof upon execution by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
REPUBLIC OF TURKEY
acting by and through its
Minister of State
By: ____________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Fiscal Agent
By: ____________________________
Name:
Title:
-2-