**Exhibit 4.1**

**SHARE PURCHASEAGREEMENT**

This SHAREPURCHASE AGREEMENT is made on****3****April,2006, as amended and restated, by and between National Bank of Greece S.A., a *société anonyme* organized and existingunder the laws of the Republic of Greece, with its corporate headquarters atAiolou 86, Athens 10232, Greece, registered with the Companies Register of theRepublic of Greece (the “**Purchaser**”),

*of thefirst part*

and *FIBAHOLDING A.S.*, a companyorganized and existing under the laws of the Republic of Turkey with itsprincipal office at Buyukdere Cad.,No: 129/5, Mecidiyekoy, Sisli, Istanbul, Turkey, registered withIstanbul Trade Register at no. 254332/201904,

*FINA HOLDING A.S.*, a company organized and existing underthe laws of the Republic of Turkey with its principal office at Buyukdere Cad., No: 129/5, Mecidiyekoy,Sisli, Istanbul, Turkey, registered with Istanbul Trade Register atno. 301507/249089,

*GIRISIM FACTORING A.S.*, a company organized and existing underthe laws of the Republic of Turkey with its principal office at 1.Levent Plaza, A Blok, Kat:2, BuyukdereCad., No: 17334330, 1.Levent, Sisli, Istanbul, Turkey, registeredwith Istanbul Trade Register at no. 292152/239734, and

*FIBA FACTORING HIZMETLERI A.S.*, a company organized and existing underthe laws of the Republic of Turkey with its principal office at 1.Levent Plaza, A Blok, Kat:2, BuyukdereCad., No: 17334330, 1.Levent, Sisli, Istanbul Turkey, registered withIstanbul Trade Register at no. 375560/323142,

(individually a “Seller” and collectively the “Sellers”)

*of the second part.*

**RECITALS**

(a)        Target(as defined below) and its Subsidiaries (as defined below) are engaged in theprovision of banking and financial services primarily in the Turkish markets;

(b)        TheSellers own (i) 5,289,542,219 sharesin the share capital of Target, representing 55.68% of its total issued andoutstanding ordinary shares and (ii) 100****founders’ shares out of 100****founders’ sharesissued by the Target;

(c)        From February 21, 2006 to March 17, 2006, the Purchaserhas conducted a due diligence exercise (the “**DueDiligence**”) on the Business (as defined below), accounting, tax,legal and regulatory matters of Target and its Subsidiaries, including itsreview of the information contained in the Data Room Documents (as definedbelow); during the Due Diligence period, the Sellers have procured that Targetgrant to the Purchaser access to a data room in Istanbul, Turkey at a locationnotified to the Purchaser (the “**Data Room**”),have procured that Target provide the Purchaser including its advisors andrepresentatives with all material documents and information relevant to theBusiness (as defined below), accounting, tax, legal and regulatory matters ofTarget and its Subsidiaries, and have caused certain key officers and employeesof Target (and of the Subsidiaries) to: (i) furnish the Purchaser (and itsadvisors and representatives) with certain financial, legal and operating dataand other information with respect to the business and properties of Target andof the Subsidiaries requested by the Purchaser; and (ii) meet with anddiscuss elements of the above information with the Purchaser and itsconsultants and representatives (the “**Management Meetings**”);this Recital (c) is without prejudice to the Purchaser’s rightsunder, and subject to the terms of, this Agreement; and

  

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(d)        TheParties (as defined below) now wish to set forth hereby the terms andconditions upon which the Sellers will sell to the Purchaser, and the Purchaserwill purchase from the Sellers shares in the ordinary share capital of Targetrepresenting 46% of its total issued and outstanding ordinary shares, andfounders’ shares of Target, representing 100% of its issued and outstandingfounders’ shares.

NOW THEREFORE, inconsideration of the premises and mutual promises herein contained, the Parties(as defined below), intending to be legally bound, hereby covenant and agree asfollows.

**ARTICLE I**

**Certain Definitionsand Interpretative Matters**

*Certain definitions*.—In additionto the other terms defined elsewhere in this Agreement, the following termsshall have the meanings ascribed to them below.

“*Acquired Percentage*”:shall mean 50.43% (comprising the aggregate of the Founders’ Share AcquiredPercentage and the Ordinary Share Acquired Percentage).

“*Affiliate*”:shall mean, with respect to any Person, an individual, corporation,partnership, firm, association, unincorporated organization or other entitydirectly or indirectly controlling, controlled by or under common control withsuch Person. For the purposes of this Agreement, Mr HűsnűŐzyeğin and any Affilitate of Mr HűsnűŐzyeğin shall be an Affiliate of theSellers. For the purposes of this definition, “*control*”shall mean having or being subject to a Controlling Interest.

“*Agreed Exchange Rate*”:shall mean the arithmetic average of the spot rates for the purchase of USDwith TRY quoted by T. Garanti Bank A.S., Akbank T.A.S., and HSBC Bank A.S.****at 11:30 am (Istanbul time) on any day forwhich such rate of exchange is to be determined.

“*Agreed Rate*”:shall mean an interest rate *per annum*corresponding to the Interbank offered rate for six (6) months USD deposits shown at page 3750 of Reuters (or such other page as may replace that page) asbeing applicable on the first Business Day of each six (6) months period (or fraction thereof) in respect ofwhich interest shall be payable pursuant to this Agreement, it being agreedthat, for the purposes of this Agreement interest shall be computed on thebasis of the number of days actually elapsed divided by 365.

“*Agreement*”: shallmean this Share Purchase Agreement, including all exhibits and scheduleshereto.

“*Balance Sheet Date ProForma Financial Statements*”: shall mean the pro forma consolidatedbalance sheet of Target and the other Companies as at December 31, 2005and the pro forma consolidated profit and loss account of Target and the otherCompanies for the 12 months to December 31, 2005, reflecting theparticipations in the International Subsidiaries as a single line item, butotherwise prepared in accordance with IFRS, together with any notes, reports,statements or documents included or attached to them, as reported on by theTarget’s Auditors and which is, together with the report thereon of the Target’sAuditors, attached hereto as Exhibit 1.

“*Balance Sheet Date Pro FormaSHE*”: shall mean USD937,220,000;

“*Balance Sheet Date*”:shall mean December 31, 2005.

“*Balance Sheet DateFinancial Statements*”: shall mean the consolidated balance sheet ofTarget and the other Companies as of the Balance Sheet Date and the consolidatedstatements of (i) income, (ii) changes in shareholders’ equity, and (iii) cashflows for the financial year ended December 31, 2005, including all notesthereto, prepared by Target in accordance with IFRS and audited by Target’sAuditors.

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“*BRSA*”: shallmean the Banking Regulatory and Supervisory Agency (BDDK) of the Republicof Turkey.

“*Business*”:shall mean the business and operations of the Companies, including theCompanies’ banking and financial services businesses carried on in Turkey.

“*Business Day*”:shall mean any calendar day other than a Saturday, Sunday or any other day onwhich credit institutions are authorized to close in Athens (Greece) and/orIstanbul (Turkey).

“*Clearance*”:shall have the meaning set forth in Section 10.01(a).

“*Change of Control*”:shall mean, with respect to the International Subsidiaries, that Mr HűsnűŐzyeğin and his Affiliates, together,no longer have a Controlling Interest in the relevant International Subsidiary.

“*Closing*”: shallmean the consummation of all the obligations and transactions required to beperformed and consummated on the Closing Date pursuant to this Agreement.

“*Closing Date*”:shall mean the date on which the Closing will take place in accordance with theapplicable provisions of this Agreement.

“*Closing Date FinancialStatements*”: shall mean the interim consolidated balance sheet ofTarget and the other Companies as of close of business on the Closing Date andthe consolidated statement of income for the period from and including January 1,2006 to and including the Closing Date, prepared by the Purchaser in accordancewith Schedule 3.01 (and, for the avoidance of doubt, taking account of thefact that the transfers provided for in the Take-Out Assets Sale and PurchaseAgreement and the Malta Sale and Purchase Agreement have taken place) anddelivered to the Sellers forthe purpose of the determination of the Closing Date SHE and as agreed ordetermined in accordance with this Agreement.

“*Closing Date SHE*”: shall mean the USD Equivalent (determinedas at the Closing Date) of:

(i)         thedifference, as of the Closing Date and on a consolidated basis, between thebook value of all the assets and the book value of all the liabilities ofTarget and the other Companies (for the avoidance of doubt, after the deductionof minority interests), as recorded in the Closing Date Financial Statements;minus

(ii)       anamount equal to (a) the Take-Out Assets Final Purchase Price, plus (b) anyother gain or income of any kind which is received or arises during the periodfrom and including January 1, 2006 to and including the Closing Date, andwhich arises out of the ordinary course and would be considered as anextraordinary item.

“*Closing Date Shortfall*”:shall mean the amount, if any, by which (i) the sum which results from addingUSD 100,000,000 to the Closing Date SHE is less than (ii) the BalanceSheet Date Pro Forma SHE.

“*CMB*” shall mean the Capital Markets Board (SPK) of the Republicof Turkey.

“*Companies*”:shall mean collectively, Target and the Subsidiaries.

“*Companies’ Marks*”:shall have the meaning given in Section 9.05(d).

“*Conditions FulfillmentDate*”: shall mean the date on which all the Conditions Precedent setforth in Sections 10.01 and 10.04 have been satisfied (or waived by the Partyentitled to waive such condition).

“*Conditions Precedent*”:shall mean collectively, the Clearances, the Reorganization Clearances and theother conditions referred to in Section 10.04.

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“*Controlling Interest*”:shall mean (i) the ownership or control (directly or indirectly) of more 50%of the voting share capital of the relevant undertaking or company; or (ii) theability to direct the casting of more than 50% of the votes exercisable atgeneral meetings of the relevant undertaking or company on all, orsubstantially all, matters; or (iii) the right to appoint or removedirectors of the relevant undertaking or company holding a majority of thevoting rights at meetings of the board on all, or substantially all, matters.

“*Data Room*”:shall have the meaning set forth in Recital (c).

“*Data Room Documents*”:shall mean the actual copies of the documents identified in the index set outin Schedule R(c) which are held by Pekin & Bayar, counsel tothe Purchaser, from the date of this Agreement onwards on behalf of theParties.

“*Designated Representative*”:shall have the meaning set forth in Section 4.01(c).

“*Due Diligence*”:shall have the meaning set forth in Recital (c).

“*Employees*”:shall mean all employees employed by Target and the Subsidiaries as of theClosing Date.

“*Encumbrances*”:shall mean any encumbrances, lien, claim, charge, security, interest, mortgage,pledge, easement, conditional sale or other title retention agreement,covenant, right of first refusal, option right, or other similar restriction orthird-party rights, as the context may require.

“*Final Founder ShareConsideration*”: shall mean the amount payable by the Purchaser underSection 2.01(c) minus any amount payable by the Sellers in relationto the Founders’ Shares under Section 2.01(d)(ii).

“*Final Ordinary ShareConsideration*”: shall mean the amount payable by the Purchaser underSection 2.01(b) minus any amount payable by the Sellers in relationto the Ordinary Shares under Section 2.01(d)(i).

“*Financial Statements*”:shall mean the Balance Sheet Date Financial Statements and the Balance SheetDate Pro Forma Financial Statements.

“*Finans International*”:shall mean Finans International Holding N.V, a company organized and existingunder the laws of The Netherlands with its principal office at Karspeldreef, 6a1101 CJ, Amsterdam, The Netherlands, registered with the Kamer Van KoophandelAmsterdam Trade Register at no. 34106005.

“*Finans InternationalShares*”: shall mean all of the 153,400,000 shares of FinansInternational owned by Target, which represent 100% of its total issued,outstanding and fully paid up share capital.

“*Finansbank Malta*”:shall mean Finansbank Malta Ltd., a company organized and existing under thelaws of Malta with its principal office at Strand Towers, 2nd Floor, No:36, The Strand, Sliema SLM 07,Malta, registered with the Malta Trade Register at no. C36003.

“*Finansbank Malta Shares*”:shall mean all of the shares of Finansbank Malta owned by Finans International,which represent 99.99% of its total issued, outstanding and fully paid up sharecapital.

“*Finansbank Romania*”:shall mean Finansbank Romania S.A., a company organized and existing underthe laws of Romania with its principal office at 12, Splaiul Unirii, Blok B6751012 Bucharest, 4—Romania, registered with the Bucharest Trade Register atno. J40/18074/1993.

“*Finansbank Romania Shares*”:shall mean all of the 37,907,006 shares of Finansbank Romania owned by Target,which represent 41.81% of its total issued, outstanding and fully paid up sharecapital.

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“*Finansbank Brand*”:shall mean all Intellectual Property relating to the use of the words “Finans”,“Finansbank” and “Cardfinans” in connection with banking and financialservices, including those rights noted in Schedules 9.05(a) to (c).

“*Founders’ Share AcquiredPercentage*”: means 8.2%.

“*Founders’ Shares*”:shall mean 100% of the issued and outstanding founders’ shares in the capitalof the Company from time to time (being 100 founders’ shares as at the date ofthis Agreement).

“*Governmental Body*”:shall mean any legislative, executive or judicial unit of any governmentalentity (foreign, federal, state or local) or any department, commission, board,agency, bureau, official or other regulatory, administrative or judicialauthority thereof.

“*Independent Firm*”:shall mean KPMG or, if that firm is unable or unwilling to act, such otherindependent firm of chartered accountants of international standing as theSellers and the Purchaser, acting reasonably and in good faith, shall agree.

“*IFRS*”: shallmean International Financial Reporting Standards as promulgated by theInternational Accounting Standards Board and as in force at the date to whichthe relevant financial statements are prepared.

“*Interim Period*”:shall have the meaning given in Section 4.01.

“*Initial Founders’ SharesConsideration*”: shall mean USD451,000,000.

“*Initial Ordinary ShareConsideration*”: shall mean USD2,323,000,000.

“*Intellectual Property*”:shall have the meaning set forth in Section 6.01.09(b).

“*Internal IT Systems*”:shall mean the material information and communications technologies used by theCompanies including, without limitation, hardware, proprietary and third partysoftware, networks, peripherals and associated documentation.

“*International Subsidiaries*”:shall mean Finansbank Romania S.A, Finansbank Suisse S.A, Finansbank RussiaLtd., Finansbank Holland N.V.

“*Key Manager*”:shall mean any person employed by the Companies as, or who has the title of,General Manager, Executive Vice President, Director/Chief Risk Officer, Head ofBoard of Internal Auditors, Assistant Head of Board of Internal Auditors, Headof Internal Control Unit and Regional Manager.

“*Law*”: shallmean any national, federal, state, provincial or local law, statute, ordinance,rule, regulation, code, order, judgment, injunction or decree.

“*Malta Sale and PurchaseAgreement*”: shall mean the Malta sale and purchase agreement in theform attached hereto as Schedule 5.02 (subject to such amendments as theParties may agree in writing), including any agreements to be entered intopursuant thereto.

“*Malta Purchase Price*”:shall mean USD 48,000,000;

“*Management Meetings*”:shall have the meaning set forth in Recital (c).

“*Material Adverse Change*”: shall mean:

(a)        anychanges, effects or events, occurring after the date hereof (including anydeterioration of the Companies’ loan portfolios, the release of any debtors ofthe Companies on terms that they pay less than the book value of their debts,and any debts owing to the Companies being deferred, subordinated or writtenoff or otherwise becoming irrecoverable) which, individually or taken together,will, or are 

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reasonably likely to,result in an impairment or reduction in the Companies’ consolidated net assetvalue and/or the Companies’ consolidated annual pre-tax net income of more than30%; or

(b)        (i) ageneral disruption in the financial and banking markets in Turkey or in leadinginternational financial markets; or (ii) a general suspension in tradingon leading international stock exchanges; or (iii) a suspension ormaterial limitation of trading in the securities of the Target on the IstanbulStock Exchange or London Stock Exchange; or (iv) the imposition ofcurrency exchange controls in Turkey or elsewhere (v) the outbreak orescalation of hostilities and/or act of terrorism or any other calamity orcrisis, provided that item (v) shall only be considered a Material AdverseChange if the effect of such item is so substantial and adverse as tofundamentally impair the value to the Purchaser of the Companies taken as awhole.

“*Material Adverse Effect*”: shall mean:

(a)        any changes,effects or events, occurring after the date hereof (including any deteriorationof the Companies’ loan portfolios, the release of any debtors of the Companieson terms that they pay less than the book value of their debts, and any debtsowing to the Companies being deferred, subordinated or written off or otherwisebecoming irrecoverable) which, individually or taken together, will, or arereasonably likely to, result in an impairment or reduction in the Companies’consolidated net asset value and/or the Companies’ consolidated annual pre-taxnet income of more than 30%; or

(b)        ageneral disruption in the financial and banking markets in Turkey that is sosubstantial and adverse as to fundamentally impair the value to the Purchaserof the Companies taken as a whole.

“*Non Tax Claim*”:shall mean any claim for breach of any of the warranties set out in Article VIother than a Tax Claim.

“*Ongoing Tax Proceedings*”shall mean the proceedings arising of Target’s claim in the action filed byTarget against the Bogazici Tax Office pursuant to the file numbers 2004/838E., 2004/1365 E. and 2005/1013 E., respectively in the Istanbul 1st Tax Courtand Istanbul 8th Tax Court.

“*Ordinary Shares*”:shall mean the issued and outstanding ordinary shares in the capital of theCompany from time to time.

“*Ordinary Share AcquiredPercentage*”: means 42..2%.

“*Owned IP*”:shall mean Intellectual Property owned by the Company.

“*Party*”: shallmean either the Purchaser or the Sellers, and, in the plural form, all of them,as the context may require.

“*Person*”: shallmean any individual, corporation, partnership, firm, association,unincorporated organization or other entity.

“*Permits*”: shallmean all permits, licenses, certificates of inspection, approvals, consents,permissions or other authorizations required for the operation or conduct ofthe Business in all material respects as currently conducted by the Companiesin accordance with applicable Law.

“*Permitted Assignee*”:shall have the meaning ascribed in Section 12.03(c).

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“*Permitted Encumbrances*”:(i) Encumbrances specifically referred to in the Balance Sheet DateFinancial Statements, (ii) Encumbrances consisting of zoning or planningrestrictions, easements, permits or irregularities in title thereto whichtogether do not materially detract from the value of, or impair the use of, anyparticular property by the Companies, (iii) Encumbrances for taxes,assessments or governmental charges or levies on property not yet due,(iv) Encumbrances incurred in the ordinary course of business arising bythe operation of law, (v) any Encumbrances or minor imperfection in titleand minor encroachments, if any, not material in amount that, individually orin the aggregate, do not materially interfere with the conduct of the Businessor with the use of the assets and do not materially affect the value of theBusiness and (vi) Encumbrances described in Schedule 6.01.04attached hereto.

“*Purchaser*”:shall have the meaning set forth in the preamble of this Agreement.

“*Purchase Price*”:shall mean the sum of (i) in relation to the Shares, the Final OrdinaryShare Consideration; and (ii) in relation to the Founders’ Shares, theFinal Founders’ Shares Consideration.

“*Related Party Arrangements*”:shall mean all contracts, agreements, licenses, guarantees, indemnities,counter indemnities and letters of comfort of any nature and other commitmentsbetween any of (i) the Sellers or their Affiliates (including, for thesepurposes, the International Subsidiaries) and (ii) the Companies.

“*Relevant Percentage*”:shall have the meaning set forth in Section 8.01(b).

“*Reorganization Agreements*”:shall collectively mean the Take-Out Assets Sale and Purchase Agreement and theMalta Sale and Purchase Agreement.

“*Representative Offices*”:shall mean the representative offices of Finans International and FinansbankSuisse S.A. in Istanbul, Turkey.

“*SDIF*” shallmean Saving Deposits Insurance Fund (TMSF) of the Republic of Turkey.

“*Sellers*”: shallhave the meaning set forth in the preamble of this Agreement.

“*Shareholders’ Agreement*”shall mean the shareholders’ agreement to be entered into between thePurchaser, Fiba Holding A.S., Girisim Factoring A.S and Fiba FactoringHizmetleri A.S. in the form attached hereto as Schedule 9.01;

“*Shares*”: shallmean 46% of the Ordinary Shares (being 4,370,000,000 Ordinary Shares as at thedate of this Agreement).

“*Sellers’ Representative*”:shall mean Fiba Holdings A.S.

“*Subsidiaries*”:shall mean collectively the companies listed on Schedule 6.01.05(b) andeach of them a “Subsidiary”.

“*Take-Out Assets*”:shall mean the participation of Target represented by the Finans InternationalShares and Finansbank Romania Shares.

“*Take-Out Assets FinalPurchase Price*”: shall mean USD600,000,000.

“*Take-Out Assets Sale andPurchase Agreement*”: shall mean the take-out assets sale andpurchase agreement in the form attached hereto as Schedule 5.02 (subject tosuch amendments as the Parties may agree in writing), including any agreementsto be entered into pursuant thereto.

“*Target*”: shallmean Finansbank A.S., a joint stock company incorporated and organized underthe laws of Turkey, registered at the Istanbul Trade Register atno. 237525/185092 with registered office at Buyukdere Cad., No:129,Gayrettepe, Sisli - Istanbul.

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“*Target’s Auditors*”:shall mean the independent certified public accountants of Target known asErnst & Young, Güney S.M.M.M A.S.

“*Target’s AccountingPrinciples*”: shall mean IFRS as applied by Target on a consistentbasis throughout the periods covered by the Financial Statements referred toherein.

“*Tax*”: shallmean all forms of taxation, duties, levies, charges, fees, withholding(including but not limited to health, welfare, social security, employment andsimilar payments) and imposts in any jurisdiction, including, without limitation,corporate tax, income tax, value added tax, banking and insurance transactiontax, municipality taxes, social security taxes, stamp duty, customs, and otherimport duties, capital gains tax, withholding tax on securities tradingtransactions and service arrangements with foreign counterparts and expenses,penalties and interest relating to the foregoing or resulting from a failure tocomply with any provisions of any enactment relating to tax.

“*Tax Authorities*”:All national and local administrative organizations that are authorized to levytax and other fiscal liabilities, including but not limited to tax offices ofCustoms, Ministry of Finance, municipalities and alike.

“*Tax Return*”:shall mean, with respect to a Person, any tax return or report that it isrequired by law to file with relevant Tax authorities.

“*Tax Claim*”:shall mean (i) any claim for breach of any of the warranties set out in Section 6.01.10;(ii) any claim under the indemnity set out in Section 8.01(A); and (iii) anyclaim under the indemnity set out in Section 8.01(c) in respect ofTax.

“*Tender Offer*”:shall have the meaning ascribed to it in Section 9.04.

“*Third Party Assurances*”:shall mean all guarantees, indemnities, sureties, counter indemnities andletters of comfort of any nature given to any person by any of the Companies inrespect of any obligation of a Seller or an Affiliate of a Seller (includingthe International Subsidiaries).

“*Treasury*”:shall mean the Undersecretariat of Treasury of the Republic of Turkey.

“*TRY*”: shallmean Turkish Lira, *i.e.*, suchcoin or currency of Turkey as, at the time of payment, constitutes legal tenderfor the payment of public and private debts therein.

“*Turkey*”: shallmean the Republic of Turkey.

“*USD*”: shallmean the lawful currency of the United States of America.

“*USD Equivalent*”:shall mean on any Business Day on which an amount denominated in a currencyother than USD is to be determined or paid in USD terms, the conversion of suchnon-USD amount into USD at the Agreed Exchange Rate on the relevant BusinessDay.

“*Working Hours*”:shall mean 9.30 a.m. to 5.30 p.m. on a Business Day in the relevantlocation.

*OtherDefinitional and Interpretive Matters*.—Unless otherwiseexpressly provided, for purposes of this Agreement the following rules ofinterpretation shall apply:

(a)        *Calculation of Time Period*.—When calculating the period ofdays before which, within which or following which any act is to be done orstep taken pursuant to this Agreement, the day that is the reference date incalculating such period shall be excluded. If the last day of such period is anon-Business Day, the relevant period shall end on the next succeeding BusinessDay. Unless otherwise expressly indicated, the terms indicated in weeks ormonths shall end on the same calendar day of the relevant week or month set asthe end of the term (or, if there is no such calendar day, the nearestpreceding day).

(b)        *Gender and Number*.—Any reference in this Agreement to gendershall include all genders, and words imparting the singular number only shallinclude the plural and *vice versa*.

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(c)        *Headings*.—The provision of a table of contents, the divisionof this Agreement into articles, sections, paragraphs and other subdivisionsand the insertion of headings are for convenience of reference only and shallnot affect or be utilized in construing or interpreting this Agreement.

(d)        *Paragraph/Section/Article*.—All references in this Agreementto any “Paragraph”, “Section” and/or any “Article” are to the correspondingparagraph, section and/or article, respectively, of this Agreement unlessotherwise specified.

(e)        *Herein*.—The words such as “herein”, “hereinafter”, “hereof”,“hereby”, “hereto” and “hereunder” refer to this Agreement as a whole and notmerely to a subdivision in which such words appear, unless the contextotherwise requires.

(f)         *Including*.—The word “including” or any variation thereofmeans “including, without limitation” and shall not be construed to limit anygeneral statement that it follows to the specific or similar items or mattersimmediately following it.

(g)        *Schedules*.—The Schedules attached to this Agreement shall beconstrued with and as an integral part of this Agreement to the same extent asif the same had been set forth *verbatim*herein. Any matter disclosed by the Sellers on any one Schedule in connectionwith any representation and warranty of the Sellers set forth in Article VIshall be deemed to have been disclosed for purposes of all otherrepresentations and warranties of the Sellers to which it can reasonably be saidto relate. If a matter is disclosed on a Schedule relating to a representationor warranty which is qualified by a materiality standard, then that disclosureis not intended to be of an effect, event, occurrence or state of facts in thebusiness, financial condition, assets, properties or result of operations ofany of the Companies that is substantial and adverse as to fundamentally impairthe value of the Business, unless that disclosure specifically statesotherwise.

(h)        *Knowledge of the Sellers*.—Where any representation orwarranty contained in this Agreement is expressly qualified by reference to theknowledge of the Sellers, this shall mean the actual knowledge of the membersof the board of directors of Target in office at any time during the period of12 months prior to the date hereof or at any time prior to Closing andelected to represent the Sellers therein, and that reference will be deemed toinclude a statement to the effect that it has been given after makingreasonable enquiries.

(i)         *Acts of the Companies*.—Where any provision of the Agreementis expressed as an obligation on the Purchaser to procure any act or omissionon the part of any one or more of the Companies, it shall be construed as anobligation of the Purchaser to take all reasonable actions within its powers tothe extent permitted under applicable Law (including by voting its Targetshares) to cause the Companies to act or omit to act in the relevant way.

(j)         *Joint and SeveralObligations*.—The liability of the Sellers under this Agreement shallbe joint and several (both in respect of any warranty, representation, covenantor obligation expressed as one of an individual Seller and any expressed as oneof the Sellers or more than one of them). If any undertaking under this Agreementis expressed to be an obligation of more than one Seller, it shall be construedas a joint and several obligation all of the Sellers. Each of the Sellersunconditionally and irrevocably guarantees to the Purchaser as a continuingobligation, and as primary obligor and not just as surety, that it and each ofthe other Sellers will comply properly and punctually with their obligationsunder this Agreement and the Reorganization Agreements and any other agreementto be entered into pursuant to or in connection herewith.

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**ARTICLE II**

**Subject Matter ofthe Agreement**

2.01   *Undertakingof the Parties*.—(a) Upon the terms and subject to theconditions set forth in this Agreement the Sellers hereby agree to sell to thePurchaser, and the Purchaser hereby agrees to purchase from the Sellers, on theClosing Date, the Shares and the Founders’ Shares (as set opposite the relevantSeller’s name in Schedule 2.01(a), together with any additional shares issuedto the Sellers in respect thereof). The Shares and the Founders’ Shares shallbe sold by the Sellers free and clear from any Encumbrances and in accordancewith the provisions and requirements of the Articles of Association of Target,and ownership (including all rights then attaching to them and the right toreceive any dividend or distribution declared, paid or made after Closing) andrisk in the Shares and the Founders’ Shares shall pass to the Purchaser witheffect from Closing;

(b)        Asconsideration for the purchase of the Shares, the Purchaser shall pay to theSellers on the Closing Date, an amount equal to the Initial Ordinary ShareConsideration;

(c)        Asconsideration for the purchase of the Founders’ Shares, the Purchaser shall payto the Sellers on the Closing Date an amount equal to the Initial Founders’Shares Consideration;

(d)        TheSellers shall pay to the Purchaser on the Business Day set forth in Section 3.03an amount equal to:

(i)         inrelation to the Shares, the Ordinary Share Acquired Percentage of the ClosingDate Shortfall, if any; and

(ii)       inrelation to the Founders’ Shares, the Founders’ Share Acquired Percentage ofthe Closing Date Shortfall, if any.

2.02   *Partial Discharge ofPurchase Price*—At the option of the Sellers, the Purchaser may applypart of the Purchase Price to the discharge of the Take-Out Assets FinalPurchase Price on behalf of Fiba Holding A.S. by making payment of that amountdirectly to the Target. In such event, the amount which the Purchaser wouldotherwise be required to pay to the Sellers at Closing shall be reduced by andtreated as discharged by the amount of the Take-Out Assets Final PurchasePrice.

2.03   *Purchase Price*.—Any payment made in satisfaction of anobligation of the Parties pursuant to any provision of this Agreement,including pursuant to this Article II, Article III below and anyliability arising under any representation, warranty or undertaking toindemnify given by the Sellers to the Purchaser (or vice versa) shall, to theextent lawful, adjust the price paid for the Shares and the Founders’ Shares(other than for the purposes of Section 8.04), pro rata to the proportionswhich the Ordinary Share Acquired Percentage and the Founders’ Share AcquiredPercentage represent of the Acquired Percentage, and such price as so adjustedshall be adopted for all tax reporting purposes.

**ARTICLE III**

**Determination ofthe Closing Date SHE and Payment of the Closing Date Shortfall**

3.01   *Closing Date FinancialStatements and Related Items*.—As soon as practicable following theoccurrence of the Closing, the Purchaser shall cause the Companies to take allactions necessary for the preparation of the Closing Date Financial Statementsand the determination of the Closing Date SHE (and the Closing Date Shortfall,if any).

3.02   *Determinationof the Closing Date SHE*.—(a) The Closing Date FinancialStatements, together with the Closing Date SHE (and the Closing Date Shortfall,if any calculated therefrom, will be delivered by the Purchaser to the Sellersas soon as practicable and, in any event, no later than three (3) monthsfollowing the Closing Date.

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(b)        TheClosing Date Financial Statements, the Closing Date SHE and the Closing Date Shortfall, if any, soprepared will be final and binding upon the Parties unless a written notice ofdisagreement with respect thereto, specifying in reasonable detail the items,the nature and the reasons of such disagreement, is delivered by the Sellers tothe Purchaser within ten (10) Business Days from the date on which theseitems have been delivered to the Sellers pursuant to Paragraph (a) preceding.The Seller shall only be entitled to serve a notice of disagreement pursuant tothis Section 3.02(b) to the extent that the Closing Date FinancialStatements, the Closing Date SHE and/or the Closing Date Shortfall have notbeen prepared or calculated in accordance with this Agreement (includingSchedule 3.01).

(c)        If anotice of disagreement is given by the Sellers to the Purchaser as provided inParagraph (b) preceding, during a period of fifteen (15) Business Daysfollowing the giving of such notice, the Sellers and the Purchaser will, ingood faith, attempt to resolve any differences which they may have with respectto any matter specified in such notice of disagreement.

(d)        If,within such period, the Sellers and the Purchaser fail to reach an agreement inwriting with respect to all of such matters, then all matters as to whichagreement is not so reached will be submitted by either Party to and reviewedby the Independent Firm. Except for matters which are both (i) specificallyset out in a notice of disagreement issued in accordance with Paragraph (b) preceding,and (ii) permitted under the terms of Paragraph (b) preceding tobe included in such a notice, the Sellers shall be deemed to have agreed theClosing Date Financial Statements in full.

(e)        TheIndependent Firm shall (and shall be instructed by the Parties to):

(i)         consideronly the disputed matters;

(ii)       determinethe Closing Date Financial Statements and the Closing Date SHE in accordancewith Schedule 3.01;

(iii)      berequired to provide an explanation for its determination with respect to anysuch disagreement;

(iv)       alloweach of the Parties to fully present its reasons and objections; and

(v)        act asan expert and not as an arbitrator.

(f)         Assoon as reasonably possible and, in any case, within twenty (20) Business Daysfollowing the date on which the Independent Firm is informed of anydisagreement between the Parties according to Paragraph (d) preceding,Independent Firm shall prepare or cause to have prepared and shall deliver tothe Sellers and the Purchaser:

(i)         theClosing Date Financial Statements, the Closing Date SHE, adjusted to reflectany determination of Independent Firm with respect thereto, all as provided inParagraph (e) preceding; and

(ii)       thedetermination of the Closing Date Shortfall, if any.

(g)        TheClosing Date SHE, computed from the Closing Date Financial Statements andnotified to the Sellers pursuant to Paragraph (a) in respect of which nonotice of disagreement was given by the Sellers pursuant to Paragraph (b), anyagreement reached between the Parties pursuant to Paragraph (c) and, in theabsence of manifest error, the determinations of the Independent Firm withrespect to the disputed matters pursuant to Paragraphs (e) and (f), shallbe final and binding between the Parties and shall not be subject to appeal.

(h)        Allfees and disbursements of the Independent Firm due in connection with theactivities contemplated in this Section 3.02 shall be equally sharedbetween the Sellers and the Purchaser or in such other proportions as theIndependent Firm shall determine, in its absolute discretion.

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3.03   *Closing Date Shortfall*.—(a) Onthe third (3rd)Business Day following the date on which the Closing Date Shortfall, if any,shall have become final and binding between the Parties pursuant toSection 3.02(g), the Sellers shall pay to the Purchaser the amounts (ifany) payable under Section 2.01(d).

(b)        TheParties agree and acknowledge that the Closing Date Shortfall and the amountspayable under Section 2.01(d), if any, shall not be subject to anylimitation whatsoever.

(c)        Anypayment under Section 2.01(d) shall include, in addition, interestthereon calculated at the Agreed Rate for the period from (but excluding) theClosing Date to (and including) the date of actual payment.

3.04   *Retention Arrangements*.—Duringthe period between the date of this Agreement and Closing, the Parties shalleach use their best endeavours to procure that those of the Key Managers forwhom the Purchaser proposes new terms of employment with the Companies enterinto such terms as the Purchaser proposes, provided they are reasonable andappropriate having regard to the objective of retaining and incentivising thoseKey Managers.

3.05   *Cooperationand Access*.—During the period between the Closing Date and the dateon which the Closing Date Financial Statements, the Closing Date SHE and theClosing Date Shortfall will become final and binding on the Parties inaccordance with Section 3.02(g) preceding, the Purchaser shall:

(i)         providereasonable assistance and cooperation, and cause the Companies to providereasonable assistance and cooperation, to the Sellers in conducting the reviewsand examinations contemplated in this Article III; and

(ii)       grant, and cause the Companies to grant,the Sellers (at the cost of the Sellers) and the Independent Firm all access tothe properties, books, files and records of the Companies and to the employees,consultants, agents and attorneys thereof necessary for the purpose ofconducting such reviews and examinations as may reasonably be required tocomplete the procedures contemplated in this Article III.

**ARTICLE IV**

**Interim Management**

4.01   *Undertakings of theSellers*.—(a) Except as otherwise provided for in this Section 4.01or in other Paragraphs, Sections or Articles to, this Agreement, or otherwiseapproved in writing by the Purchaser after the date hereof (which approvalcannot be unreasonably withheld or delayed), during the period from the date ofthis Agreement to the Closing Date (the “**InterimPeriod**”) the Sellers shall take all reasonable actions within itspowers to the extent permitted under applicable Law (including by voting of itsTarget shares) to cause the Companies (i) to conduct the Business in theordinary course substantially consistent with past practice, and (ii) notto enter into anyagreement, or incur any obligation, liability or indebtedness which couldreasonably be expected to have a Material Adverse Effect.

(b)        Inparticular (without prejudice to the Sellers’ obligations in Paragraph (a) above),the Sellers shall also, subject to the aforesaid exceptions, cause theCompanies not to:

(i)         in asingle transaction or a series of connected transactions, sell, transfer,pledge, mortgage, lease or grant any option over any assets (including loans)or properties, which individually or together, have a value in excess of USD15,000,000, other than the transferof the Take-Out Assets in accordance with the terms as set forth in thisAgreement and the Reorganization Agreements, *providedhowever* that any sale or transfer on arm’s length terms from aCompany to another Company shall be permitted without restrictions;

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(ii)       materiallyincrease the compensation payable or to become payable to any employee orconsultant, other than increases made in accordance with normal past practicetaking into account the current competitive market conditions or mandated bylaw or collective bargaining agreements, or which is otherwise, in all materialrespects, in accordance with any budget relating to the Companies (copies ofwhich are included in the Data Room Documents and appended hereto asSchedule 4.01(b)(ii)), or dismiss or give notice to any of the KeyManagers;

(iii)      make,incur or commit to any single capital expenditure (or series of connectedcapital expenditures) exceeding USD4,000,000which is not provided for in, or is inconsistent with, any budgetrelating to the Companies (copies of which are included in the Data Room Documentsand appended hereto as Schedule 4.01(b)(ii)) or which is otherwise outsidethe ordinary course of business;

(iv)       acquireor dispose, in any form, participations in the equity of other companies oracquire, dispose or lease (as lessor or lessee) any asset (including loans),business or segment of business exceeding USD4,000,000 for each transaction or series of connectedtransactions, other than the transfer of the Take-Out Assets and of the sharesin Finansbank Malta in accordance with the terms as set forth in this Agreementand the Reorganization Agreements;

(v)        enterinto any:

(1)        anyagreement (other than contracts that are entered into the ordinary course ofbusiness) (A) involving payments by the Companies exceeding USD4,000,000 per annum, (B) whichis material and cannot be performed within its terms within three (3) yearsafter the date on which it is entered into or undertaken or which is materialand cannot be terminated on 12 months’ notice or less, or (C) which mayresult in any material change in the nature or scope of the operations of therelevant Company (or any modification of an existing contract or arrangementwhich would itself fall, or cause the contract or arrangement concerned tofall, within any of (A) to (C) above or the making of any bid,tender, proposal or offer likely to lead to any such contract or arrangement);

(2)        jointventure agreements, whether or not in corporate form;

(vi)       (A) create,allot or issue any share or loan capital or any other security (or grant anyoption or rights over the same), (B) purchase, redeem, reduce, reclassify,pledge, encumber, sell or dispose of any of its (or its subsidiaries’) share orloan capital or other securities (or options or rights over the same), (C) declare,make or pay any dividend or other distribution of any kind, other than thepayment of any dividends relating to the period from January 1, 2005 to December 31,2005 payable to the holders of Founders’ Shares in accordance with the by-lawsof Target in the amount of TRY 28,541,919;

(vii)     changeits provisioning criteria inconsistently with past practice;

(viii)    amendits organizational documents;

(ix)       giveany individual or series of connected guarantees, indemnities or otheragreements to secure an obligation of a third party which if called wouldresult in a cost to it of USD2,000,000 or more and which are outside itsordinary course of business;

(x)        enterinto or modify any Third Party Assurance or Related Party Arrangement;

(xi)       settleany individual litigation claim where such settlement involves a totalliability or cost of or in favour of the Companies of USD4,000,000 or more;

(xii)     takeany action which is inconsistent with the terms of this Agreement;

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(xiii)    prematurelyrepay or prepay any loans or other financial facilities or assistance madeavailable to it;

(xiv)     cancelor reduce any of its insurance coverage in any material respect;

(xv)      permitany Permits or any Intellectual Property rights to expire or be prejudiced; or

(xvi)     agreeto do any of the foregoing.

(c)        If,during the Interim Period, the Sellers or the Companies intend to take any ofthe actions referred to in Paragraph (b), the Sellers shall or shall cause therelevant Company to notify in writing the Purchaser’s designated representativewhich the Purchaser will identify in writing within and not later than two (2) BusinessDays after the date hereof (the “**DesignatedRepresentative**”).

(d)        Anyaction notified to the Designated Representative as provided in Paragraph (c) inrespect of which the Designated Representative does not express its dissent inwriting within and not later than five (5) Business Days from the date ofreceipt of the relevant written notification, shall be deemed to have beenapproved by the Purchaser.

(e)        Notwithstandinganything to the contrary herein contained, the Purchaser acknowledges that theprovisions of Sections 4.01(a) and 4.01(b) shall not apply to the actionsprovided for in Schedule 4.01(e) attached hereto.

4.02   *Access and Information*.—(a) Duringthe Interim Period the Sellers shall provide to the Purchaser all reasonableinformation and involvement concerning the Business that may be reasonablyrequested by it (subject to applicable laws and regulations) and that theSellers are entitled to obtain and to provide to the Purchaser, in its capacityas shareholder of Target, *provided however* that, without the prior written consent of the Sellers (which shallnot be unreasonably withheld or delayed), the Purchaser shall not be permittedto make contact with the employees, consultants, customers, distributors andagents of the Companies and *provided further*that nothing herein shall be construed as requiring the Sellers to furnish thePurchaser or provide the Purchaser with access to: (i) documents ormatters which the Sellers are prohibited from disclosing by reason ofcontractual obligations, or (ii) any information that is subject to legalrestraint or privilege.

(b)        Any confidential information provided to the Purchaser, itsrepresentatives or professional advisers pursuant to Section 4.02(a) willbe subject to the provisions of Section 11.01(a).

**ARTICLE V**

**The Closing**

5.01   *Date and Place of Closing*.—TheClosing shall take place at the offices of Target, in Buyukdere Cad., No:129,Gayrettepe, Sisli - Istanbul, Turkey, at 11:30 a.m. Istanbul time on thetenth (10th)Business Day following the Conditions Fulfillment Date.

5.02   *Consummation of theReorganization Agreements*.—(a) On the Closing Date, FIBAHOLDING A.S. shall purchase from Target, and the Sellers shall cause Target tosell to FIBA HOLDING A.S., all of the rights, titles and interests (freeand clear of any Encumbrances) of Target in the Take—Out Assets subject to theprovisions of the Take-Out Assets Saleand Purchase Agreement.

(b)        On theClosing Date, the Sellers shall cause Finans International to sell to Target,and cause Target to purchase from Finans International, all of the rights,titles, and interests (free and clear of any Encumbrances) of FinansInternational in the Finansbank Malta Shares subject to the provisions of theMalta Sale and Purchase Agreement.

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5.02(A)   *Software License Agreement.—*AtClosing the Sellers shall procure that that the relevant Companies andInternational Subsidiaries have executed an agreement amending the terms of thesoftware license agreement between IBTECH Uluslararasi Bilisim ve IletisimTeknolojileri Arastirma ve Gelistirme and Finansbank Holland NV, dated March 22,2006 (as so amended, the “**Software LicenseAgreement**”) so that it takes the form set out in Schedule 5.02(A).

5.03   *Deliveries by the Parties*.—(a) In addition to any otheraction to be taken and to any other instrument to be executed or deliveredpursuant to this Agreement (including, without limitation, actions andinstruments referred to in Article IX), on the Closing Date:

(i)                          (1)   FIBAHOLDING A.S. shall execute, deliver and exchange with Target, and (togetherwith the other Sellers) shall cause Target to execute, deliver and exchangewith FIBA HOLDING A.S., such deeds of transfer as may be required to transferto FIBA HOLDING A.S good and marketable title to the Take-Out Assets and pay toTarget the Take-Out Assets Final Purchase Price;

(2)   FIBAHOLDING A.S shall cause Finans International to execute, deliver and exchangewith Target and cause Target to execute, deliver and exchange with FinansInternational such deeds of transfer as may be required to transfer to Targetgood and marketable title to the Finansbank Malta Shares and pay the MaltaPurchase Price to Finans International.

(ii)       uponconsummation of the actions referred to in Paragraph (i) above, andsimultaneously with the receipt by the Sellers of satisfactory evidence thatirrevocable instructions for the transfer of the sums payable by the Purchaserunder Sections 2.01(b)and 2.01(c) to the bank account indicated bythe Sellers in accordance with Section 12.06(i) have been given bythe Purchaser, the Sellers shall:

(1)        giveirrevocable instructions to the custodian with whom the Shares and the Founders’Shares are kept to transfer the Shares and the Founders’ Shares to thePurchaser’s account that the Purchaser shall have notified to the Sellerspursuant to Section 5.07 and shall execute and procure all other necessarypersons, entities or companies, if any, to execute and do all such furtherendorsement, deed, assurance, acts and things as may be reasonably required asper the provisions of the Turkish Commercial Code (Law No. 6762) and theArticles of Association of the Company to ensure that the Purchaser becomes, onthe Closing Date, the legal owner of the Shares and the Founders’ Shares;

(2)        executeand deliver, or cause to be executed and delivered, to the Purchaser suchtransfer or other instruments as may be necessary, under applicable Law, toproperly effect the purposes of this Agreement or comply with any applicableLaw;

(3)        executeand deliver to the Purchaser all other previously undelivered items required tobe delivered pursuant to this Agreement or in connection herewith;

(4)        deliverto the Purchaser duly executed transfers of all of the shares in theSubsidiaries not held by the Companies save for those shares listed in Schedule5.03(a)(ii)(4) to such person(s) as the Purchaser may notify to the Sellerin writing at least three (3) Business Days prior to Closing;

(5)        executeand deliver to the Purchaser a written declaration, dated as of the ClosingDate, confirming the absence of any Material Adverse Change since the date ofthis Agreement until and including the Closing Date; and

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(6)        deliverto the Purchaser a written declaration, dated as of the Closing Date,confirming that all the representations and warranties of the Sellers containedherein remain true, correct and not misleading in all respects as of theClosing Date; and

(7)        deliverto the Purchaser duly executed versions of the Software License Agreement; and

(iii)      thePurchaser shall pay, or cause to be paid, to the Sellers the sums payable bythe Purchaser under Sections 2.01(b) and 2.01(c) in accordancewith the applicable provisions of this Agreement.

(b)        OnClosing, the Parties shall cause to be delivered the items set out inSchedule 5.03(c).

5.04   *Remedies*.—Ifthe respective obligations of the Sellers or the Purchaser under Section 5.03are not complied with in any material respect on the Closing Date, thenon-defaulting Party may, without prejudice to any other right and remedy underthis Agreement and applicable Law:

(i)         deferthe Closing (in which case this Article V shall apply to the Closing as sodeferred); or

(ii)       waiveall or any such act or obligation and proceed to the Closing as far aspracticable; or

(iii)      forthwithterminate this Agreement by notice in writing to the defaulting Party.

5.05   *One Transaction*.—Allactions and transactions constituting the Closing pursuant to Section 5.03shall be regarded as one single transaction so that, at the option of the Partyhaving interest in the performance of the specific action or transaction, no actionor transaction shall be deemed to have taken place if and until all otheractions and transactions constituting the Closing shall have been properlyperformed in accordance with the provisions of this Agreement and, for theavoidance of doubt, the Purchaser shall not be obliged to proceed with thepurchase of any of the Shares or the Founders’ Shares unless all of them aretransferred to it at Closing.

5.06   *Directors and Auditors*.

(a)        TheSellers shall:

(i)         causefive (5) of the seven (7) elected directors of Target to resign orotherwise cease from office on or as of the Closing Date without cost toTarget, other than the payment of any unpaid compensation accrued up to thedate of such resignation or other termination from office;

(ii)       useits best efforts to cause the (actual and alternate) members of the board ofstatutory auditors of Target and its Subsidiaries to resign or otherwise ceasefrom office on or as of the Closing Date without cost to Target, other than thepayment of any unpaid compensation accrued up to the date of such resignationor other termination from office;

(iii)      causeand deliver documentation to the effect that all members of the board ofdirectors and the auditors of the Target and the Subsidiaries have executedrelease letters stating that each have no claim against or any receivables fromthe respective Companies as of Closing in the form set out in Schedule5.06(a)(iii);

(iv)       causea meeting of the board of directors of Target and the Subsidiaries to bevalidly convened and held on the Closing Date for the purpose of electing newdirectors and auditors in substitution of the directors and auditors ceasedfrom office pursuant to Paragraphs (i) and (ii) preceding, all inaccordance with the Purchaser’s instructions to be communicated to the Sellersin writing not later than three (3) Business Days prior to the ClosingDate;

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(v)        causethe remaining directors of Target (namely all directors other than thoseelected in accordance with Paragraph (iii) preceding) to tender theirresignation from office on the Closing Date effective as of such later date asshall be determined by the Purchaser, without cost to Target, other than thepayment of any unpaid compensation accrued up to the effective date of suchresignation.

(b)        ThePurchaser undertakes not to initiate or permit to be initiated by Target or byany of the Subsidiaries any action, suit, claim or litigation against thedirectors and/or statutory auditors of Target or any of the Subsidiaries, asthe case may be, who will have resigned from office pursuant to Section 5.06(a)and in case of any such action, suit, claim or litigation the Purchaser shallprocure that, to the extent lawfully possible, the Company shall (and if theCompany is not lawfully able, the Purchaser shall) indemnify and keep therelevant directors and/or auditors harmless from any and all damages,liabilities or costs (including legal expenses) arising out of any such action,suit, claim or litigation (save to the extent that any such damage, liabilityor cost is covered by any insurance policy). The provisions of this Section 5.06(b) shallnot apply in respect of any action, suit, claim or litigation to the extent thatit relates to any fraud or gross negligence on the part of the relevantdirector or statutory auditor.

(c)        Theundertakings of the Purchaser set out above shall remain in full force andeffect until such time when any claim against such directors and statutoryauditors is barred by virtue of the expiration of the applicable statute oflimitations. The Sellers undertake that, save in respect of fraud ordishonesty, no claim will be made by the Sellers or any of their respectiveAffiliates against any officer or employee of the Companies in respect of anymisrepresentation, inaccuracy, or omission in or from information or adviceprovided by such employee for the purpose of assisting the Sellers to give therepresentations and warranties and undertakings set out in Article VI orto prepare any disclosures against such representations and warranties.

5.07   *Purchaser’s Account*.   The Purchaser shall notify inwriting at least four (4) Business Days prior to the Closing Date thePurchaser’s account (or any other account designated by the Purchaser) to whichthe transfer of the Shares will be effected pursuant to Section 5.03(ii)(1).

**ARTICLE VI**

**Representations andWarranties of the Sellers**

6.01   *Undertakings of theSellers*.—TheSellers hereby make the following representations and warranties to thePurchaser, *provided*that theSellers shall not be liable under the representations and warranties set forthin this Article VI (other than the representations and warranties setforth in Section 6.01.04 and Sections 6.01.05(b) to (e) inclusive)in respect of any events or circumstances fairly disclosed (A) in thisAgreement or in any Schedules attached to this Agreement (including thecorrespondence and other documents sent or delivered to the Purchaser listed inSchedule 6.01); (B) in writing before the execution of this Agreement tothe Purchaser, its representatives, directors, auditors, employees, advisors orofficers by the Sellers or their representatives, directors, auditors,employees, advisors or officers, or (C) in the Data Room Documents.

6.01.01   *Organization and Standing*.—TheSellers and each of the Companies are corporations duly incorporated, validlyexisting and in good standing under the Laws of their respective jurisdictionof incorporation and have full power and authority to conduct their Business aspresently conducted and to own their assets and properties as presently owned.The details of the Companies set out in Schedule 6.01.01 hereto are true,accurate and not misleading.

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6.01.02   *Authorization*.—Allcorporate actions and, except to the extent relevant to the ConditionsPrecedent, all other governmental, statutory, regulatory or other consents,licenses, authorizations, waivers or other proceedings required to be taken by,or on behalf of, the Sellers to authorize them to enter into and to performthis Agreement have been duly and properly taken or obtained, and thisAgreement has been duly executed and delivered by the Sellers and constitutesthe valid and binding obligation of the Sellers, enforceable against them inaccordance with the terms of this Agreement.

6.01.03   *No Conflict*.—Theexecution and delivery of this Agreement, and the consummation of thetransactions contemplated hereby, will not result in a breach of, or constitutea default under the articles of association or the by-laws of the Sellers, orof any material agreement or instrument by which the Sellers are bound, orviolate any Law applicable to the Sellers.

6.01.04   *Ownership*.—(a) TheSellers are the sole owners of and have good and marketable title to the Sharesand the Founders’ Shares, free and clear of any Encumbrances, and have the fullright, power and authority to sell, assign, transfer and deliver the Shares andthe Founders’ Shares.

(b)        Target,directly or through the relevant Subsidiaries, has good and marketable title toall of the shares, quotas or other stock of all the Subsidiaries, free andclear of any Encumbrances, all as set forth in Schedule 6.01.01.

6.01.05   *By-laws and Capitalization*.—(a) Atrue and complete copy of the by-laws of Target, as currently in force, areattached hereto as Schedule 6.01.05(a).

(b)        Thepaid-in capital of each of the Companies, including the number of issued andoutstanding shares of capital stock, is as set forth in Schedule 6.01.01.

(c)        TheShares are fully paid in and represent 46%of the issued and outstanding ordinary share capital of Target.

(d)        TheFounders’ Shares represent 100% of the issued and outstanding founders shares ofTarget.

(e)        Thereare no options, warrants, conversion or subscription rights, agreements,contracts or commitments of any kind obligating the Companies or any of them,conditionally or otherwise, to issue or sell any new shares of capital stock,or any instrument convertible into or exchangeable for any such shares, or torepurchase or redeem any of their shares.

6.01.06   *Financial Statements*.—(a) TheFinancial Statements have been prepared in accordance with all applicable Lawsand in accordance with IFRS and give a true and fair view of the state ofaffairs of the Target and the Subsidiaries and their assets and liabilities asat the date to which they were prepared and in respect of the periods for whichthey were prepared. The Financial Statements either make adequate provisionfor, or disclose in accordance with the relevant generally accepted accountingprinciples, all material liabilities (whether actual, contingent or disputedand including finance lease commitments and pension liabilities), all outstandingmaterial capital commitments and all material bad or doubtful debts of Target.

(b)        TheBalance Sheet Date Pro Forma Financial Statements have been prepared using thesame accounting principles and follow the same accounting policies as thoseapplied in the preparation of the Balance Sheet Date Financial Statements. TheBalance Sheet Date Pro Forma Financial Statements reflect the consolidatedfinancial position of Target and the Companies, with the participation in theInternational Subsidiaries as a single line item with a carrying value of TRY364,409,000.

(c)        Otherthan those disclosed in the respective footnotes, the results shown by theFinancial Statements were not affected by (i) any extraordinary orexceptional item or (ii) by any other factor rendering such results forall or any of those periods unusually high or low to any material extent or (iii) by

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any Related PartyArrangement not being on terms which are, or not being implemented in a mannerwhich is, arm’s length.

6.01.07   *Absence of MaterialChanges*.—Except as set forth on Schedule 6.01.07 or as otherwisecontemplated by this Agreement, since the Balance Sheet Date:

(a)        theBusiness of the Companies have been carried out in the ordinary courseconsistent with past practice;

(b)        there has not been any Material Adverse Effect or anychanges, effects, events, occurrences or states of facts that, taken together,could reasonably be expected to have a Material Adverse Effect;

(c)        noneof the Companies have declared, authorized, paid or made, any dividend or otherdistribution (whether in cash, stock or in kind) (except for any dividendsprovided for in the Balance Sheet Date Financial Statements) nor has anyCompany reduced its paid in share capital and none of the Companies have issuedor agreed to issue any share or loan capital or other similar interest otherthan (i) by way of re-capitalizing its surplus resulting from netearnings, revaluation of fixed assets or capital gains generated from disposalof participations or the application of inflation accounting recorded in theirrespective balance sheets, (ii) the payment of dividends (a) by theTarget in the amount of TRY 28,541,919 relating to the period from January 1,2005 to December 31, 2005 payable to the holders of Founders’ Shares inaccordance with the by-laws of Target, or (b) by any one Company toanother Company;

(d)        theaggregate capital or operational expenditure incurred and/or committed by theCompanies has not exceeded the amount respectively budgeted for capital oroperational expenditure in the budget appended hereto as Schedule 4.01(b)(ii) forthe period by 20% or more;

(e)        noneof the Companies have acquired or disposed of, or agreed to acquire or disposeof, any one or more assets (including loans) in a single transaction or seriesof connected transactions, where the value of such assets, exceedsUSD15,000,000.

6.01.07A   *No Undisclosed Liabilities*.—Tothe Sellers’ knowledge, there are no actual or contingent liabilities of theCompanies except for:

(a)        liabilitiesdisclosed or provided for in the Balance Sheet Date Financial Statements; or

(b)        liabilitiesincurred in the ordinary and usual course of business since the Balance SheetDate which do not result in Material Adverse Effect.

6.01.08   *Tangible Property*.—(a) Exceptas set forth on Schedule 6.01.08, each of Target and the Subsidiaries has goodand valid title to, or a valid and binding leasehold interest or license in orright to use, all tangible assets currently owned or used by such companies inconnection with the conduct and operation of the Business, free and clear ofany Encumbrance, except for Permitted Encumbrances and for assets the absenceof which, taken together, could not reasonably be expected to have a MaterialAdverse Effect. Full details of the real estate assets (reflecting whether suchassets are owned or leased by the Companies) are set out in the Data Room Documents.Where any asset is used but not owned by the Companies, the Companies are inmaterial compliance with the terms and conditions of their use.

(b)        Therights, properties and assets of the Companies, the facilities and services towhich the Companies have a contractual right, and the rights of the Purchaserpursuant to this Agreement and the agreements to be entered into pursuanthereto together include all rights, properties, assets, facilities and serviceswhich are necessary for the Purchaser to carry on the business of the Companiesafter Closing in the places and substantially in the manner in which it iscarried on as at the date of this Agreement and was carried on in the 12 monthsprior to the date of this Agreement. None of the Companies depend in anymaterial respect on the use of assets owned, or facilities and servicesprovided, by any of the Sellers or their Affiliates which will not betransferred to the Purchaser or to the Companies on Closing.

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(c)        Trueand complete copies of the material insurances maintained by or covering theCompanies are included in the Data Room Documents. Those insurances are,in all material respects, in full force and effect and are not void orvoidable, all premiums payable to date have been paid and, to the Sellers’knowledge, there are no circumstances which might lead to the insurers avoidingany liability to any material extent under them or the premiums being increasedto any material extent.

6.01.09   *Intellectual Property*.—(a) Exceptas otherwise provided in Schedule 6.01.09(a) attached hereto:

(i)         eachof the Target and the Subsidiaries owns or has a valid right to use allIntellectual Property necessary for the conduct of its Business in all materialrespects as currently carried on and as has been carried on in the last 12months, such Intellectual Property is valid and enforceable and, to the Sellersknowledge, such use does not infringe upon, constitute a misappropriation of,or otherwise violate the rights of, any third party;

(ii)       thereis no other Intellectual Property which is used by the Companies in connectionwith the operations of their Business or is necessary to carry on such Businessin all material respects in the way it is now carried on;

(iii)      thereis no claim of any Person or any proceeding pending or, to the Sellersknowledge, threatened which claims the activities of any of the Companiesinfringe the Intellectual Property of a third party; and

(iv)       withoutprejudice to Section 6.01.09(a) above, the Companies own theFinansbank Brand.

(b)        TheOwned IP is not subject to amendment, challenge, removal or surrender. All feesrelating to the Owned IP have been paid. No licenses have been or are likely tobe granted for the Owned IP. No third party is infringing the Owned IP.

(c)        TheIntellectual Property owned or used by the Companies will not be lost, orrendered liable to termination, by virtue of the execution and/or performanceof this Agreement.

(d)        Noneof the International Subsidiaries owns any of the Intellectual Property whichis used by the Companies in connection with the operations of their Business oris necessary to carry on such Business in the way it is now carried on.

(e)        Asused herein the term “**Intellectual Property**”shall include patents, patent applications, utility models, inventions,trademarks (whether registered or unregistered), trademark applications,service marks, service names, trade names, copyrights, trade secrets,technology and computer software which are material to the Business of theCompanies.

6.01.9A    *Information Technology*.—(a) The Internal IT Systems areowned by or properly licensed by third parties to the Companies. The Companiesare not in default under any third party license and there are no grounds onwhich these licenses may be terminated. There are no disputes or materialservice delivery issues under such licenses.

(b)        Theownership, benefit, or right to use the Internal IT Systems will not be lost byvirtue of the performance of this Agreement.

(c)        TheInternal IT Systems are adequate for the needs of the business of theCompanies.

(d)        TheInternal IT Systems have not failed and the data which they process has notbeen corrupted, save for any failures or corruptions which, taken together,have not had and could not reasonably be expected to have a Material AdverseEffect.

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(e)        TheCompanies have, in accordance with such local industry practice as isreasonable in the Business, taken precautions to preserve the availability,security and integrity of the Internal IT Systems and the data and informationstored on the Internal IT Systems.

6.01.10   *Taxes*.—Exceptas set forth on Schedule 6.01.10:

(a)        AllTax returns, notices, reports and forms and other information required to befiled by any applicable state, local or foreign Tax Laws by or on behalf ofTarget or the Subsidiaries have been filed in a timely manner (within anyapplicable extension periods) and in accordance with the requirements of suchTax Laws.

(b)        AllTaxes shown to be due on such returns, reports and forms have been timely paidin full or will be timely paid in full by the due date thereof up to theClosing Date, or adequate reserves have been created in the FinancialStatements.

(c)        To theSellers knowledge, as of the date hereof no material claims are being assertedin writing with respect to any Taxes of Target or the Subsidiaries and none ofthe Companies has in the last five (5) years been the subject of anymaterial investigation, enquiry, audit or non routine visit by any taxauthority. To the Sellers’ knowledge there is no planned investigation,enquiry, audit or non routine visit by any tax authority and there are no factswhich could reasonably be expected by the Sellers to lead to such aninvestigation, enquiry, audit or non routine visit being instituted.

(d)        No taxauthority has operated or agreed to operate any special arrangement (being anarrangement which is not based on relevant legislation or any publishedpractice) in relation to the Companies’ affairs.

(e)        Savein respect of Finansbank Malta, the Companies are and have at all times beenresident for tax purposes in Turkey and are not and have not at any time beentreated as resident in any other jurisdiction for any tax purpose (includingany double taxation arrangement). Finansbank Malta is and has at all times beenresident for tax purposes in Malta and is not and has not at any time beentreated as resident in any other jurisdiction for any tax purpose (includingany double taxation arrangement). None of the Companies are subject to tax inany jurisdiction other than its place of incorporation by virtue of having apermanent establishment or other place of business in that jurisdiction.

6.01.11   *Litigation and Claims*.—(a) Exceptas set forth on Schedule 6.01.11, there is no material action, suit,proceeding, arbitration or administrative proceeding which is in progress orwhich has been threatened in writing against any Company. The Sellers are notaware of any circumstances which are likely to give rise to any suchproceedings. To the Sellers’ knowledge, no governmental, administrative,regulatory or other official investigation or inquiry concerning the Companiesis in progress or pending and there are no circumstances likely to lead to anysuch investigation or inquiry.

(b)        Exceptas claimant in the collection of debts arising in the ordinary course ofbusiness, none of the Companies are claimants in or otherwise a party to anymaterial action, suit, proceeding, arbitration, administrative proceedings orgovernmental investigation, which is in progress, threatened or pending by oragainst or concerning it or any of its assets, save for proceedings which, ifruled adversely, could not, taken in the aggregate, reasonably be expected tohave a Material Adverse Effect.

In this section6.01.11 only, “**material**” refers toproceedings which could have a cost (including a loss of profit), benefit orvalue to the Companies of USD4,000,000 or more.

6.01.12   *Compliance with Laws*.—(a) Asof the date of this Agreement, each of Target and the Subsidiaries (i) hasin full force and effect all Permits and (ii) is in compliance in allmaterial respects with the provisions of such Permits.

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(b)        Copiesof all Permits are attached as Schedule 6.01.12. To the Sellers’ knowledge,there are no circumstances which indicate that any Permit will or is likely tobe revoked or not renewed, in whole or in part, in the ordinary course ofevents (whether as a result of the transactions contemplated by this Agreementor otherwise).

(c)        Eachof the Companies has conducted its business and corporate affairs in accordancewith, and is compliant with, its memorandum and articles of association,by-laws or other equivalent constitutional documents and all applicable Lawsand regulations, all requirements of any applicable Governmental Body(including the CMB, BRSA, SDIF, Competition Authority, Social SecurityInstitution and Tax Authorities of Turkey), and any order or judgement of anykind.

(d)        Noneof the Companies is subject to any order, judgment, decision or direction givenby any Governmental Body, or is party to any undertaking or assurance given toany such Governmental Body, in relation to competition matters which is stillin force.

6.01.13   *Employees*.—(a) AllEmployees are regularly recorded in the appropriate books of Target or theSubsidiaries, as the case may be, together with the aggregate compensationpayable to each of them, all in accordance with applicable laws andregulations.

(b)        To theSellers knowledge, Target and the Subsidiaries: (i) have made all filingsand taken all actions required to be made or taken under applicable labour andsocial security laws and regulations; and (ii) have fully paid all labourand social security charges due under such laws and regulations, the absence ofwhich, taken together, could be reasonably expected to have a Material AdverseEffect.

(c)        Thereare no material amounts owing to any present or former director or employee ofthe Companies other than remuneration accrued due for the current pay period orfor reimbursement of reasonable business expenses. None of the Companies havecommitted to introduce, or make any material amendment to, any share incentivescheme, share option scheme or profit sharing, bonus, commission or other suchincentive scheme, nor has any Company made or agreed or promised to make anypayment on or following termination of the employment of any director oremployee in connection with the sale and purchase of the Shares or the Founders’Shares contemplated by this Agreement.

(d)        Otherthan the statutory social security plans operated under public law orregulation in Turkey, none of the Companies provide or contribute to or is (orcould become) liable to provide or contribute to the provision of retirement,superannuation, provident, death, disability, health, housing or otherinsurance benefits or benefit programs (“**Benefits**”)for or in respect of any current or former employee or director of any of theCompanies. None of the Companies has ever participated in a scheme, fund,arrangement, plan or agreement providing Benefits for or in respect of anyemployee or former employee of the Companies.

(e)        Theexecution and performance of this Agreement will not cause or result in anyincrease in the amounts payable or prospectively or contingently payable inrespect of any employee or trigger an entitlement to benefits which would nototherwise arise at such time, and will not trigger or accelerate the vesting,timing of funding or payment of any benefits (in money or property) in respectof any employee.

(f)         Otherthan the General Manager of Finans Yatirim Menkul Degerler A.S., no Key Managerhas given, or has been given, notice terminating his or her employment or wouldbe entitled to give notice as a result of this Agreement.

6.01.14   *No Brokers*.—Exceptfor the fees due to Morgan Stanley &Co. Limited which will be paid by the Sellers or its Affiliates, neitherthe Sellers nor its Affiliates have incurred any liability for any brokerage,finder’s or similar fees or commissions in connection with the transactionscontemplated hereby the payment of which could be validly claimed from thePurchaser or any of the Companies.

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6.01.16   *Material contracts*.—Trueand complete copies of all agreements and arrangements to which any of theCompanies is a party and (i) which involves or is likely to involveexpenditure by the Companies totaling in excess of USD4,000,000 per annum, or (ii) whichcannot be performed within its terms within three (3) years after the dateon which it was entered into or cannot be terminated on 12 months’ noticeor less, has been disclosed in the Data Room Documents.

6.01.17   *Defaults*.—Noneof the Companies is in material default under any agreement or arrangement towhich it is a party and, to the Sellers’ knowledge, there are no circumstanceslikely to give rise to such a default, in each case where such default would,when taken together with any other defaults, result in a Material AdverseEffect.

6.01.18   *Third Party Assurances andRelated Party Arrangements*.—True and complete copies and details ofall Third Party Assurances and Related Party Arrangements are included in theData Room Documents.

6.01.19   *Winding up*.—Noorder has been made, petition presented or meeting convened for the winding upof any of the Sellers or any of the Companies, or for the appointment of anyprovisional liquidator or in relation to any other process whereby any elementof the Business is terminated and the assets of the Company or Companiesconcerned are distributed amongst the creditors and/or shareholders or othercontributors.

6.01.21   *Voluntary arrangement etc*.—Noneof the Sellers or any of the Companies has taken any step with a view to asuspension of payments or a moratorium of any indebtedness or has made anyvoluntary arrangement with any of its creditors or is insolvent or unable topay its debts as they fall due.

6.01.22   *Registration of charges*.—Allmaterial charges in favor of Target or any of the Subsidiaries required to beregistered have been so registered to comply with all necessary formalities asto registration or otherwise in any applicable jurisdiction.

6.02   *Accuracy as at the ClosingDate*.—The representations and warranties of the Sellers containedherein shall also be true and correct in all material respects as of, and asthough made on, the Closing Date, except as affected by transactionsspecifically contemplated herein or otherwise approved in writing by thePurchaser.

6.03   *No Other Representationsand Warranties*.—The representations and warranties of the Sellerscontained in this Article VI are *in lieu* of allother representations and warranties however provided under applicable Law andconstitute all of the representations and warranties made by the Sellers inconnection with the purchase and sale of the Shares and any other transactionscontemplated by this Agreement. In particular, except for the representationsand warranties contained in this Article VI, the Sellers do not make anyrepresentations or warranties, and the Sellers hereby disclaim any otherrepresentations or warranties, whether made by the Sellers, any Affiliate ofthe Sellers, Target, any Subsidiary, or any of their respective officers,directors, employees, agents, advisors or representatives, with respect to theexecution and delivery of this Agreement or the transactions contemplatedhereby, notwithstanding the delivery or disclosure to the Purchaser or itsrepresentatives of any documentation or other information with respect to anyone or more of the foregoing. Without limiting the generality of the foregoing,the Sellers make no representation and give no warranty to the Purchaser withrespect to financial projections, budgets or management analyses and to thefuture profitability and financial performance of Target and the Subsidiaries.

6.04   *Obligation to Notify*.: Each of the Sellers undertakes tonotify the Purchaser, and the Purchaser undertakes to notify the Sellers, inwriting promptly if it becomes aware of any circumstance arising after the dateof this Agreement and prior to Closing which would or might cause anyrepresentation or warranty given by such Party to become untrue or inaccurateor misleading in any respect.

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**ARTICLE VII**

**Representations andWarranties of the Purchaser**

7.01   *Undertaking of thePurchaser*.—The Purchaser hereby makes the following representationsand warranties to the Sellers.

7.01.01   *Organization and Standing*.—ThePurchaser is a corporation duly incorporated, validly existing and in goodstanding under the Laws of its jurisdiction of incorporation and has full powerand authority to conduct its business as presently conducted and to own itsassets and properties as presently owned.

7.01.02   *Authorization*.—(a) Allcorporate actions and, except to the extent relevant to the ConditionsPrecedent, all other governmental, statutory, regulatory or other consents,licenses, authorizations, waivers or other proceedings required to be taken by,or on behalf of, the Purchaser to authorize the Purchaser to enter into and to performthis Agreement have been duly and properly taken or obtained, and thisAgreement has been duly executed and delivered by the Purchaser and constitutesthe valid and binding obligation of the Purchaser, enforceable against it inaccordance with its terms.

(b)   Except as otherwise provided in Section 10.01,no application to, or filing with, or consent, authorization or approval of, orlicense, permit, registration, declaration or exemption granted by, anysupranational or Governmental Body is required of the Purchaser in connectionwith the execution and performance of this Agreement.

7.01.03   *No Conflict*.—Theexecution and delivery of this Agreement, and the consummation of thetransactions contemplated hereby, will not conflict with, result in a breachof, constitute a default under, or give rise to a right of termination,cancellation or acceleration of, the articles of association or the by-laws ofthe Purchaser, or any agreement or instrument by which it is bound, or violateany Law applicable to it.

7.01.04   *No Brokers*.—Exceptfor the fees due to Credit Suisse and Goldman Sachs International, which willbe paid by the Purchaser, the Purchaser has not incurred any liability for anybrokerage, finder’s or similar fees or commissions in connection with the transactionscontemplated hereby the payment of which could be validly claimed from theSellers or any of its Affiliates.

7.02   *Accuracy as of the Closing Date*.—The representations andwarranties of the Purchaser contained herein shall be true and correct also asof, and as though made on, the Closing Date.

**ARTICLE VIII**

**Indemnification**

8.01   *Indemnification obligationof the Sellers*.—(a) Subject to the applicable provisions ofthis Article VIII, the Sellers as from the Closing Date shall indemnifyand hold the Purchaser harmless in respect of:

(i)         theRelevant Percentage of any costs, losses or damages incurred or suffered by theCompanies which would have not been so incurred or suffered had therepresentations and warranties of the Sellers herein contained been true andcorrect;

(ii)       anyand all direct damages suffered by the Purchaser arising out or as a result ofany breach of the representations, warranties, undertakings or covenants of theSellers contained in this Agreement, to the extent that such damages are notindemnifiable under Paragraph (i) preceding.

(b)        Forthe purposes of this Article VIII, the term “**Relevant Percentage**” means: (i) the Acquired Percentageof the amount to which it refers, if the costs, losses or damages concerned are

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incurred by Target; (ii) theAcquired Percentage of a percentage equal to that set out on Schedule 8.01(a),if the costs, losses or damages concerned are incurred by the Subsidiaries.

(c)        Subjectto the applicable provisions of Section 8.04, the Sellers shall indemnifyand hold the Purchaser and the Companies harmless in respect of any and allcosts, losses, damages, liabilities or expenses (including Tax) which areincurred, suffered or otherwise payable by the Purchaser or the Companiesfollowing Closing and which arise from or are otherwise connected or relate to (A) thetransfers and other matters implemented pursuant to the ReorganizationAgreements, (B) a breach of the Reorganization Agreements by the Sellers,or (C) any claims of any kind relating to the International Subsidiaries.

(d)        Notwithstandingany provision to the contrary in Section 8.04 or in any other Section ofthis Agreement (each of which is expressly overridden by this Section 8.01(d)):

(1)        theexclusions and limitations set forth in Section 8.04(a)(i) shallapply solely with respect to claims for breaches of the representations andwarranties set out in Article VI or under the indemnity set out in Section 8.01(A);

(2)        theexclusions and limitations set forth in Section 8.04(a)(ii)(aa) shallapply solely with respect to claims for breaches of the representations andwarranties set out in Article VI;

(2A)    theexclusions and limitations set forth in Section 8.04(a)(ii)(bb) shallapply solely with respect to claims under the indemnity set out in Section 8.01(A);

(3)        theexclusions and limitations set forth in Section 8.04(a)(iii) to (v) and8.04 (c) to (k) inclusive shall apply solely with respect to claims forbreaches of the representations and warranties set out in Article VI, theindemnity set out in Section 8.01(A) and the indemnity set out in Section 8.01(c);

(4)        theexclusions and limitations set forth in Section 8.04(b) shall applysolely with respect to claims for breaches of the representations andwarranties set out in Article VI; and

(5)        indetermining the Sellers’ liability in relation to any claim under, or inrespect of a breach of, this Agreement, no account shall be taken of, and noneof the exclusions in Section 8.04 shall operate by reference to, theOngoing Tax Proceedings;

provided that noneof the exclusions and limitations in this Article VIII shall apply to theindemnity given by the Sellers to the Purchaser pursuant to this Section 8.01with respect to the warranties set out in Section 6.01.04 and Sections6.01.05(b) to (e).

8.01(A)   *Tax Indemnity*.—(a) TheSellers undertake to the Purchaser to pay to the Purchaser, or to procure thepayment to the Purchaser of, an amount equal to the Relevant Percentage of:

(i)         theamount (as determined by the Parties’ agreement or by a Final Assessment) ofany and all liabilities to Tax incurred or suffered (or, but for the use orset-off of any relief arising to a Company in respect of an event occurring orperiod falling after Closing or arising to any other member of the same groupas the Purchaser for any Tax purpose, would have been incurred or suffered) bya Company to the extent that any of the same arise in respect of any income,profits or gains earned, accrued or received on or before the Closing Date(including any income, profits or gains which, for Tax purposes, are deemed tohave been or are treated or regarded as earned, accrued or received on orbefore the Closing Date);

(ii)       theamount (as determined by the Parties’ agreement or by a Final Assessment) ofany and all liabilities to Tax incurred or suffered (or, but for the use orset-off of any relief arising to a Company in respect of an event occurring orperiod falling after 

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or arising to any othermember of the same group as the Purchaser for any Tax purpose, would have beenincurred or suffered) by a Company to the extent that any of the same arise inrespect of any event which occurs or occurred (or is deemed to occur or to haveoccurred) on or before the Closing Date (including any series or combination ofevents the first of which occurred, or is deemed to have occurred, on or beforethe Closing Date),

(in each case, howsoever such amount is settled andtaking into account any tax paid after Closing in respect of the relevantperiod, together in each case with an amount equal to the Relevant Percentageof reasonable legal expenses incurred by the Company in relation to the Taxliability concerned).

(b)        Forthe purpose of this Section 8.01(A), an amount shall be treated as havingbeen determined by a “**Final Assessment**”if that amount is determined by means of a final and irrevocable court decisionin respect of levies imposed on the respective Company by the relevant Taxauthorities for a particular period following all audits and all administrativeand/or other like proceedings in respect of the respective Company’s Taxaffairs and in respect of that period.

(c)        If aprovisional Tax Return must be submitted to the Tax authorities at any timerelating to any liability which would fall to be indemnified underSection 8.01(A) if that liability had at that stage been determinedby the Parties’ agreement or by a Final Assessment and Tax will thereby be paidto the Tax authorities (a “**Tax Payment**”)then the Sellers shall pay to the Purchaser, or procure that payment to thePurchaser of, the Relevant Percentage of such Tax Payment, the due date for themaking of such payment being the date ten (10) Business Days after thedate the respective Company submits its Tax Return and makes the Tax Payment tothe Tx authorities. If any payment is made or procured to be made by theSellers under this paragraph (c) in respect of a specified period (a “**Tax Return Indemnity Payment**”) then,following a Final Assessment in respect of that period:

(i)         ifthe total amount (for the avoidance of doubt, ignoring for that purpose thefact that the Tax Return Indemnity Payment has been made) for which the Sellersare liable to the Purchaser under paragraphs (a) and (b) above inrespect of that period (the “**Actual Liability**”in respect of that period) is greater than the Tax Return Indemnity Paymentmade in respect of that period, then the Sellers shall pay to the Purchaser, orprocure the payment to the Purchaser of, an amount equal to the difference; and

(ii)       if theActual Liability in respect of that period is less than the Tax ReturnIndemnity Payment made in respect of that period, then the Purchaser shall payto the Sellers an amount equal to the difference.

IfSection 8.01(A)(c) does not apply, the Sellers shall pay to thePurchaser, or procure the payment to the Purchaser of, any amount payable underSection 8.01(A)(a) on or before the date which is the later of thedate ten (10) Business Days after demand is made therefore by thePurchaser and two (2) Business Days before the first date on which the Taxin question becomes recoverable by the Tax authority demanding the same (or, inthe case of the use or set-off of a relief referred to in paragraph8.01(A)(a)(i), two (2) Business Days before the first date on which Tax whichwould not have been payable but for such use or set-off becomes recoverable bythe Tax authority demanding the same).

8.02   *Procedure for the requestof indemnification*.—If any event occurs which could give rise to theSellers’ liability under Section 8.01, the following provisions shallapply:

(i)         withoutprejudice to the provisions of Section 8.04(g), on becoming aware thatsuch event could give rise to a Sellers’ liability under Section 8.01, thePurchaser shall as soon as reasonably practicable give written notice to theSellers of the relevant event, and shall provide all reasonable detailsthereof, indicating the amount allegedly due by the Sellers according to suchclaim;

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(ii)       theSellers shall be entitled to challenge in writing the claim notified by thePurchaser according to the preceding Paragraph 8.02(i), within ten (10) BusinessDays of the day of receipt of the notice set out in Paragraph 8.02(i);

(iii)      if thenotice sent by the Purchaser according to Paragraph 8.02(i) is challengedby the Sellers according to Paragraph 8.02(ii), then during a period of twenty(20) Business Days following the giving of the notice by the Sellers underParagraph 8.02(ii) preceding, the Sellers and the Purchaser shall attemptto resolve any differences which they may have with respect to any mattersconstituting the subject matter of such notice. If, at the end of such period,the Sellers and the Purchaser fail to reach an agreement in writing withrespect to all such matters, then all matters as to which an agreement is notso reached may be submitted to arbitration pursuant to Article XIII.

8.03   *Delay in Payment*.—Incase of delay in making the payment of any amount due according to Section 8.01,the Sellers shall pay to the Purchaser, in addition, interest thereoncalculated at the Agreed Rate for the period between the date on which anypayment for indemnification is due by the Sellers to the Purchaser according tothe provisions of Sections 8.01 and 8.02 and the date on which such payment isactually made.

8.04   *Exclusions and Limitations*.—Subjectin each case to Section 8.01(d) (which shall override this Section 8.04),notwithstanding any other provision of this Agreement or of any applicable Lawto the contrary:

(a)   the Sellers shall not be liable to thePurchaser under Section 8.01 or Section 8.01(A):

(i)         ifthe amount due in connection with any single occurrence giving rise toliability pursuant thereto does not exceed USD750,000. For these purposes, aseries of claims arising out of the same cause, facts or circumstances shall beaggregated to form a single claim or a single occurrence;

(ii)

(aa)      inrespect of claims under Section 8.01, until the aggregate of all amountsthat would otherwise be due pursuant to Section 8.01 exceeds USD150,000,000, provided that if such limit is exceeded, the Sellers’ liabilityshall be limited to the excess and *providedfurther*that all sums in respect of which the Sellers liability isexcluded pursuant to Paragraph (i) preceding shall be disregarded for thepurposes of the threshold provided in this Paragraph (ii)(aa);

(bb)     inrespect of claims under Section 8.01(A), until the aggregate of allamounts that would otherwise be due (or would be due but for paragraph (a)(i) above)pursuant to Section 8.01(A) exceeds USD 25,000,000, provided that ifsuch limit is exceeded, the Sellers’ liability shall be for the whole amount ofsuch claims and not merely the excess (for the avoidance of doubt, all sums inrespect of which the Sellers liability is excluded pursuant to Paragraph (a)(i) precedingshall not be disregarded for the purposes of the threshold provided in thisParagraph (ii)(bb));

(iii)      in theevent and to the extent that any loss, cost or damage to be indemnified by theSellers under Section 8.01 is covered by any insurance policy of theCompanies, and actual recovery is made from the relevant insurer(s), in whichevent the amount to be indemnified by the Sellers shall be reduced by theRelevant Percentage of the amount actually recovered by the Companies from suchinsurer(s) (minus costs and expenses incurred by the Purchaser and/or theCompanies in making such recovery and any tax incurred by any of them in theamounts so recovered);

(iv)       in theevent and to the extent that any loss, cost or damage to be indemnified by theSellers under Section 8.01 is paid or payable to the Companies, as thecase may be, by any third 

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party, in which event theamount to be indemnified by the Sellers shall be reduced by the RelevantPercentage of the amount actually recovered by the Companies from such thirdparty (minus costs and expenses incurred by the Purchaser and/or the Companiesin making such recovery and any tax incurred by any of the them on the amountsso recovered);

(v)        if andto the extent that any loss, cost or damage giving rise to a claim by thePurchaser hereunder arises as a result of any change in law, regulation or thepractice of any Governmental Body occurring after the Closing;

(b)        Subjectto the provisions of this Section 8.04, the Sellers maximum aggregateliability (for the avoidance of doubt, after taking into account the effect ofparagraph (a)(ii)(aa) above) under Section 8.01 shall not exceed USD350,000,000.

(c)        If theSellers pay to the Purchaser an amount in discharge of a claim by the Purchaserpursuant to Sections 8.01 and 8.01(A), and any Company subsequently recoversfrom any tax authority by reason of a tax benefit or relief a sum which isreferable to the matter giving rise to that claim, the Purchaser shall repay tothe Sellers an amount equal to the Relevant Percentage of the sum recoveredfrom the tax authority (or of the value of the relief obtained, calculated byreference to the amount saved) less any reasonable out of pocket costs andexpenses incurred by the Purchaser or the relevant Company in recovering thesame.

(d)        Theamount of all indemnities payable by the Sellers to the Purchaser pursuant toSections 8.01 and 8.01(A) shall be further reduced by the RelevantPercentage of any reserve amount specifically relating to the event giving riseto indemnification recorded in the Closing Date Financial Statements.

(e)        In thecase of any tax assessment that only results in the shifting of the tax burdenfrom one fiscal year to another, any indemnification relating thereto shall belimited to the actual net and final cash cost thereof incurred by the relevantCompany.

(f)         TheSellers shall not be required to indemnify the Purchaser under Section 8.01in respect of any contingent or potential liability of the Companies unless anduntil such liability has become actual and final and has been paid for by theCompanies or has become the subject matter of a binding obligation to pay onthe Companies (or any of them). The Sellers obligations under Section 8.01shall survive the expiration of the time limit set out in Section 8.04(g) inrespect of any contingent or potential liability of the Companies if suchcontingent or potential liability is properly notified to the Sellers beforethe expiration of the time limit set out in Section 8.04(g) and issubstantiated by making available to the Sellers evidence providing reasonablegrounds that, at the time of the expiry of such time limit, such potential orcontingent liability may occur.

(g)        In noevent shall the Sellers be responsible to the Purchaser under Sections 8.01 and8.01(A) in respect of any actual or alleged breach of the representations,warranties and indemnities referred to therein which is notified to the Sellerspursuant to section 8.02(i): (i) with respect to any Non Tax Claim or anyclaim under the indemnity set out in Section 8.01(c) other than inrespect of Tax, later than two (2) years after the Closing Date; and (ii) withrespect to any Tax Claim, later than three (3) years after the ClosingDate

(h)        ThePurchaser shall not be entitled to recover damages more than once in respect ofone and the same loss by claiming the breach of more than one representation orwarranty contained in Article VI.

(i)         TheSellers shall not be required to indemnify the Purchaser under Sections 8.01and 8.01(A) in respect of any liabilities, losses, costs or damages to beindemnified by the Sellers under Sections 8.01 and 8.01(A), if and to theextent such liabilities, losses, costs or damages would not have arisen but foran act, omission or transaction carried out by the Purchaser (including itsAffiliates) or the 

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Companies after theClosing Date otherwise than (i) in the normal course of business of theCompanies as carried on at the date hereof or (ii) as a result of an act,omission or transaction carried out by the Purchaser at the request of theSeller, provided that, in each case, the Purchaser, its Affiliates or theCompanies had actual knowledge prior to such act, omission or transaction thatit would give rise to a liability, loss, cost or damage to be indemnified bythe Sellers under Section 8.01 and a reasonable alternative course ofaction was available to it.

(j)         Eachof the Parties shall procure that all reasonable steps are taken to avoid ormitigate any loss or damage which it may suffer in consequence of any breach bythe other Parties of the terms of this Agreement.

(k)        If theSellers have made any payment to the Purchaser according to this Article VIIIand subsequently the Purchaser or any of the Companies recovers or has theright to recover from any third party any amount for the same facts orcircumstances forming the basis of the Sellers indemnification, then thePurchaser will procure that the Companies use all reasonable endeavors topursue the said recovery and the provisions of Sections 8.04(a)(iii) and (iv) shallapply in respect of any amounts so recovered.

8.05   *Handling of Claims*.—Ifany breach of representations or warranties derive from claims, actions ordemands by third parties (including any tax or other authorities), thePurchaser shall apply the following provisions (subject to the term providedfor in Section 8.02(i)):

(a)        Savein respect of any claims, actions or demands by any Governmental Body(including the CMB, BRSA, SDIF, Competition Authority, Social SecurityInstitution and Tax Authorities of Turkey), and provided that the Sellers haveaccepted liability in full under this Agreement in respect of the relevantclaim, action, suit or proceeding, the Sellers shall, at their expense,undertake, with counsel of their own choosing reasonably satisfactory to thePurchaser, the defence of any claim, action, suit or proceeding asserted orinitiated against any of the Companies constituting the subject matter of anotice to the Sellers of the kind referred to under Section 8.02(i). ThePurchaser may participate, at the expense of the Companies, in such defencewith counsel of its own choosing reasonably satisfactory to the Sellers. Ineach case, the Purchaser will cause the Companies to cooperate with theSellers, so long as the Sellers are conducting the defence of the claim,action, suit or proceeding, in the preparation for and the prosecution of thedefence of such claim, action, suit or proceeding, including making availableevidence within the control of the Companies, and persons needed as witnesseswho are employed by the Companies, in each case as needed for such defence.

(b)        Inrespect of any claims, actions or demands by any Governmental Body (includingthe CMB, BRSA, SDIF, Competition Authority, Social Security Institution and TaxAuthorities of Turkey) constituting the subject matter of a notice to theSellers of the kind referred to under Section 8.02(i), or in the eventthat the Sellers (i) do not undertake the defence of any claim, action,suit or proceeding within a reasonable time after the Purchaser has given anotice of the kind referred to under Section 8.02(i) and (ii) hasnot contested said notice, at the expense of the Sellers and after givingnotice to the Sellers of such action, the Purchaser shall properly anddiligently defend, and shall cause the affected Company to properly anddiligently defend, such claim, action, suit or proceeding for as long as thePurchaser, acting reasonably, considers that there is a reasonable prospect insucceeding in the defense such claim, action, suit or proceeding.

(c)        Withoutprejudice to the provisions of Paragraph (b) above, the Purchaser shallnot and shall cause the Companies not to make or accept any settlement of anyclaim, action, suit or proceeding, nor shall make acquiescence thereto or, asthe case may be, to any demand, assessment, judgment or order constituting the subjectmatter of a notice of the kind referred to under Section 8.02(i), or, asthe case may be, having resulted from any such claim, action, suit orproceeding, without the prior written consent of the Sellers, which consentshall not be unreasonably withheld or delayed.

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(d)        If afirm offer is made to the Purchaser or any Company to settle any matter givingrise to the Sellers liability under this Section 8.05 which the Sellers,but not the Purchaser, is willing to accept, the Purchaser and the relevant Companyshall be free not to enter into such settlement and to commence or continuelitigation, at its own expense, but the Sellers liability shall be limited tothe amount of the proposed settlement.

(e)        Costsand expenses, including attorney’s fees, reasonably incurred by the Purchaseror by any of the Companies in defending any claim, action, suit or proceedingpursuant to this Section 8.05 shall be paid promptly by the Sellers uponrequest by the Purchaser. The Purchaser agrees to repay or to cause the relevantCompany to repay promptly expenses borne or reimbursed by the Sellers pursuantto Paragraph (a) or (b) preceding if and to the extent that thePurchaser or the relevant Company recovers such expenses from a third party.

(f)         Neitherthe Purchaser nor any of the Companies shall be required to take any action orrefrain from taking any action pursuant to this Section 8.05 if the actionor omission would, in the reasonable opinion of the Purchaser, be materiallyprejudicial to the business of the Purchaser or any of its Affiliates(including, following Closing, the Companies).

8.06   *Remedies*.—Therights and remedies provided in this Article VIII shall be exclusive andin lieu of any other right, action, defence, claim or remedy of the Purchaser,provided by Law or otherwise, however arising in connection with, or by virtueof, any breach of the representations, warranties, undertakings and covenantsof the Sellers contained in this Agreement. In particular, without limitation(but without prejudice to the provisions of Section 10), no breach orinaccuracy, even if material, of any representations, warranties, undertakingsor covenants of the Sellers will give rise to any right on the part of thePurchaser to rescind or terminate this Agreement or to refuse to effect theClosing or to perform its obligations set forth in this Agreement, prior to,on, or after the Closing Date.

8.07   *Waiver.—*ThePurchaser and the Sellers acknowledge and declare that it is their expressintention that the provisions of Section 8 shall not be limited oraffected in any respect by the provisions of Articles 198 and 207 of theTurkish Code of Obligations, by Article 25 of the Turkish Commercial Codeor by any other relevant provision of the Turkish Code of Obligations orTurkish Commercial Code relating to notice and examination periods.

8.08   *Indemnification Obligation of the Purchaser*.—The Purchasershall indemnify and hold the Sellers harmless from, against and with respect toany and all damages suffered by the latter arising out, or as a result, of anyinaccuracy or breach of any representation or warranty made by the Purchaser inthis Agreement.

**ARTICLE IX**

**Other Covenants**

9.01   *Shareholders’ Agreement*.—Onthe Closing Date, the Parties shall execute and deliver the Shareholders’Agreement, setting forth the rules governing the relationship between theParties as shareholders of Target, and to the extent applicable the relationshipbetween the Parties upon consummation of the Closing.

9.02   [INTENTIONALLY BLANK]

9.03   *Take-Out Assets.—*(a) AtClosing, the Sellers shall execute, deliver and exchange with Target, and causeTarget to execute, deliver and exchange with the Sellers such deeds of transferas may be legally sufficient to transfer to the Sellers or an entity designatedby the Sellers good and marketable title to all the Take-Out Assets and pay toTarget the Take-Out Assets Final Purchase Price.

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(b)        AtClosing Date and prior to and as a condition precedent to the Closing, theSellers shall cause Target to execute, deliver and exchange with FinansbankInternational, and shall cause Finansbank International to execute, deliver andexchange with Target, such deeds of transfer as may be legally sufficient totransfer to Target good and marketable title to the Finansbank Malta Shares andpay to Finansbank International the Malta Purchase Price.

9.04   *Tender Offer*.—(a) ThePurchaser hereby agrees and acknowledges that, as a consequence of theacquisition of the Shares, it is required, pursuant to the applicable Laws andcapital market regulations of Turkey, to launch, or to procure the launch of, amandatory tender offer on the entire, or part of the, share capital of Targetand Finans Finansal Kiralama A.S. not acquired by the Purchaser pursuant tothis Agreement (the “**Tender Offers**”).Save to the extent that an exemption from the obligation to make a Tender Offerfor Finans Finansal Kiralama A.S. is sought and obtained by the Purchaser fromthe CMB, the Purchaser agrees to fulfill such obligation in such time periodand manner as required by the applicable Laws and the capital marketregulations of Turkey. In respect of the Tender Offer for shares of Target,subject to Section 9.04(b), the Sellers and the Purchaser hereby agreethat the Sellers shall not (other than in accordance with Paragraph (b) below)tender any Ordinary Shares held by them upon consummation of the Closing. TheSellers shall, upon the request of the Purchaser, provide all such assistanceand information to the Purchaser as it may reasonably request to assist thePurchaser in satisfying its requirement to implement the Tender Offers and,should the Purchaser in its sole discretion so determine, in seeking anexemption from the CMB allowing the making of the Tender Offer in respect ofthe Target to be delayed until such time as the Purchase Price for the Shareshas been finally determined in accordance with Article III; obtaining anexemption from the CMB to making a Tender Offer for Finans Finansal KiralamaA.S. or allowing such offer to be made by the Target instead of by thePurchaser; and the preparation of any offer document or prospectus relating tothe Tender Offer in respect of Target.

(b)        If,pursuant to the Tender Offer in respect of Target, the number of OrdinaryShares in respect of which valid acceptances are received by the Purchaserimmediately prior to closing of such Tender Offer is, when aggregated with thenumber of Ordinary Shares acquired by the Purchaser at Closing pursuant to thisAgreement (such aggregated number of Ordinary Shares, being the “**Purchaser’s Tender Offer Holding**”), lessthan 50% plus one of the Ordinary Shares, the Sellers shall tender in theTender Offer in respect of Target such number of Ordinary Shares held by theSellers as would, when aggregated with the Purchaser’s Tender Offer Holding,result in the Purchaser holding 50% plus one of the Ordinary Shares. Writtennotice of the Sellers’ requirement to tender Ordinary Shares pursuant to this Section 9.04(b) shallbe given by the Purchaser to the Sellers on the closing date of the TenderOffer in respect of Target. Upon receipt of such notice, the Sellers shall dulycomplete all such acceptances, forms, instructions or other documents requiredto satisfy its obligations under this Section 9.04(b) in accordancewith the terms and conditions of the Tender Offer in respect of Target.

9.05   *Use of Finansbank Brand bythe International Subsidairies.—*(a) The Purchaser hereby agreesand acknowledges that for a period of one (1) year following the ClosingDate the International Subsidiaries and their direct or indirect subsidiariesshall be permitted by the Purchaser to continue to use in Turkey all brands,tradenames, service marks, service names, copyrights, logos, symbols andlicenses set out in Schedule 9.05(a). The Purchaser agrees and covenants not toestablish an entity outside Turkey, Malta or Bahrain whose name contains theFinansbank Brand.

(b)        ThePurchaser hereby agrees and acknowledges that for a period of one (1) yearfollowing the Closing Date, the International Subsidiaries shall be permittedby the Purchaser to continue to use in Romania, Switzerland, Russia and TheNetherlands the service mark named “Cardfinans” together with its logo as setout in Schedule 9.05(b).

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(c)        ThePurchaser hereby agrees and acknowledges that for a period of one (1) yearfollowing the Closing Date, Finans Sigorta A.S., and its direct and indirectsubsidiaries shall be permitted by the Purchaser to continue to use in Turkeyall brands, tradenames, service marks, service names, copyrights, logos,symbols and licenses set out in Schedule 9.05(c).

(d)        TheSellers undertake to the Purchaser (for itself and as agent for each of itsAffiliates including, following Closing, the Companies) to procure that:

(i)         withrespect to the brands, tradenames, service marks, service names, copyrights,logos, symbols and licenses subject to the provisions of Paragraphs (a) to(c) above (the “**Companies**’**Marks**”), (A) on or prior to the datethat is one (1) year following the Closing Date or (B) within one (1) monthof a Change of Control of any of the International Subsidiaries (which ever isthe earlier); and

(ii)       withrespect to all other Intellectual Property of the Companies, on or prior to theClosing Date,

the name of theSellers or any of its Affiliates (including the International Subsidiaries)which consists of or incorporates any of the Intellectual Property of theCompanies, the Finansbank Brand or the Companies’ Marks, or anything which, inthe reasonable opinion of the Purchaser, is substantially or confusinglysimilar to any of the Intellectual Property of the Companies, the FinansbankBrand or the Companies’ Marks, is changed to a name which does not include noris confusingly similar to any of the Intellectual Property of the Companies,the Finansbank Brand or the Companies Marks, and the Sellers further undertaketo procure that, thereafter, none of the Intellectual Property of theCompanies, the Finansbank Brand or the Companies’ Marks are used by the Sellersor their Affiliates (including the International Subsidiaries), as applicable. Forthe avoidance of doubt, the Purchaser agrees and acknowledges that the “FIBA”name, is not substantially or confusingly similar to any of the IntellectualProperty of the Companies, the Finansbank Brand or the Companies’ Marks.

(e)        TheSellers shall procure that the use of the Companies’ Marks pursuant toParagraphs (a) to (c) above:

(i)         complieswith any quality standards which Target may from time to time reasonablyrequire;

(ii)       is notcarried out in a manner which could, in the Purchaser’s reasonable opinion,bring the Purchaser or the Companies into disrepute;

(iii)      complieswith all applicable Laws.

(f)         If,after Closing, any Party becomes aware that any of the Sellers, or anyAffiliate of the Sellers (including the International Subsidiaries), owns anyIntellectual Property or know-how used by the Companies or relating to theBusiness, then that Party shall promptly notify the others and the Sellersshall, at the Purchaser’s cost, do or procure to be done of all such actsand/or execute or procure the execution of all such documents (in a formreasonably satisfactory to the Purchaser) as the Purchaser shall reasonablydeem necessary to vest the same in such Company as the Purchaser shall nominatefor a nominal consideration.

9.06   *Non-Compete*.—(a)Save as set out in Paragraphs (i) to (vii) below, the Sellersundertake to the Purchaser (for itself and as agent for each of its Affiliatesincluding, following Closing, the Companies) that for a period of three (3) yearsfollowing the Closing Date (the “**Restricted Period**”),the Sellers shall not, and shall procure that their Affiliates (excluding theInternational Subsidiaries) shall not, whether alone, jointly with another,directly or indirectly be engaged or concerned or interested economically orotherwise in the provision of any banking or financial services in, orotherwise compete with the Companies in, Turkey (including, for the avoidanceof doubt and without limitation, the provision of 

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banking or financialservices from outside Turkey to persons located in Turkey and any applicationfor, obtaining or holding of a license to provide banking or financial servicesin Turkey).

In relation to the International Subsidiaries, theSellers undertake to the Purchaser (for itself and as agent for each of itsAffiliates including, following Closing, the Companies) that during theRestricted Period the International Subsidiaries shall not (whether alone,jointly with another, directly or indirectly) provide services to any corporateresident in Turkey and in addition shall procure that, at any given time duringthe Restricted Period, the aggregate level of cash and non-cash loansoutstanding to Existing Corporate Customers (excluding, for the avoidance ofdoubt, Fiba Holding and its Affiliates) shall not exceed EUR 500,000,000 (the “**Existing Corporate Customer Cap**”).

The Parties acknowledge that as at the date of thisAgreement the aggregate level of such loans is in excess of EUR 500,000,000. TheSellers shall accordingly procure that the aggregate level of such loans bereduced to no more than EUR 500,000,000 as soon as reasonably practicable andin any event within 12 months from the Closing Date. The Sellers shallprocure that aggregate level of such loans outstanding does not at any timeincrease during such one (1) year period before such aggregate level hasbeen reduced to EUR 500,000,000 (and for the avoıdance of doubt, they shallprocure that it does not increase above EUR 500,000,000 thereafter). Providedthat the Sellers reduce the aggregate level of such outstanding loans inaccordance with such obligatıons, they shall not be consideredin breach of the Existing Corporate Customer Cap by virtue of the aggregatelevel of such loans exceeding EUR 500,000,000 during that one year period afterClosing.

For purpose of this Section 9.06, “**Existing Corporate Customers**” means anycompany or undertaking which is a customer of the International Subsidiaries atthe date of this Agreement and is identified in Schedule 9.6.

The restrictions inthis Section 9.06 shall not apply to:

(i)         anybanking or financial services provided by the International Subsidiaries to corporateresidents of Turkey, if (a) the International Subsidiary has previouslyoffered Target a right of first refusal in respect of the services and thecustomer in question (and provided Target with adequate details of both) andTarget has not exercised such right within a reasonale time and (b)*,*if Target requests, in lieu ofexercising its right of first refusal, that such service be provided jointly byTarget and the International Subsidiary in question, the İnternationalSubsidiaryhas sought ın good faith to agree such joint provision but suchagreement has not been reached;

(ii)       anylending by the International Subsidiaries in ordinary course correspondent bankingtransactions to other financial institutions in Turkey;

(iii)      anyinsurance services offered by Finans Sigorta;

(iv)       anyfactoring services offered by Fiba Factoring and Girisim Factoring;

(v)        anyservices conducted by Finans Varlik Yonetimi A.S. and RCT Varlik Yonetim A.S;

(vi)       anyservices to Existing Corporate Customers, provided that the Existing CorporateCustomer Cap is not thereby exceeded, or the aggregate level of loans in favourof Existing Corporate Customers increased, in breach of the obligations setforth above; and

(vii)     anyprivate banking services.

(b)        Withoutlimitation to the foregoing, the Sellers hereby further agree to procure that:

(i)         theInternational Subsidiaries, during the Restricted Period, shall not open anybranches in Turkey or establish, participate or acquire an ownership interestin any bank operating 

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in Turkey or increase,expand or otherwise extend their existing banking operations, interests orservices conducted in Turkey;

(ii)       noRetail Banking Services are offered by the International Subsidiaries in Turkeyduring the Restricted Period. For the purposes of this Section 9.06(b)(ii),“**Retail Banking Services**” shallmean the provision of banking services related to (i) credit cards, (ii) consumerfinance and (iii) mortgage loans;

(iii)      theaggregate of persons employed by the Representative Offices in combinationshall be reduced to three within six (6) months from the Closing Date andshall not exceed three at any time thereafter during the Restricted Period; and

(iv)       Targetis offered a right of first refusal in respect of any loans which theInternational Subsidiaries intend to transfer to third parties in order tocomply with the Existing Corporate Customer Cap.

(c)        TheSellers acknowledge and agree that each of the undertakings set out inParagraphs (a) and (b) preceding is an entirely independent restrictionand is no greater than is reasonably necessary to protect the interests of thePurchaser and its Affiliates. If any such restriction shall be held void or unenforceablebut would be valid if deleted in part or reduced in its application, then thatrestriction shall apply with such modifications as may be necessary to make itvalid and effective.

(d)        ThePurchaser agrees to procure, to the extent it is lawfully able, that if at anytime during the Restricted Period Target intends to transfer a loan to a thirdparty in order to reduce its exposure to the debtor under such loan, it shalloffer the International Subsidiaries a right of first refusal in respect of suchloan

9.07   *Non-solicitation*.—Noneof the Sellers shall, and they shall procure that none of their Affiliatesshall (whether alone, jointly with another, directly or indirectly), during theRestricted Period, offer to employ or seek to entice away from any Company anyKey Manager who was employed by any Company at any time during the 12 monthsending on the Closing Date.

9.08   *Third Party Assurances*.—Eachof the Sellers shall use its reasonable efforts to ensure that, at or as soonas reasonably practicable after Closing, each Company is released from allThird Party Assurances given by it in respect of obligations of any of theInternational Subsidiaries. Pending release of any such Third Party Assurance,the Sellers shall indemnify the Purchaser and each of its Affiliates(including, following Closing, the Companies) against any and all losses,damages, costs (including reasonable legal costs) and expenses (includingtaxation) in each case of any nature whatsoever under or by reason of thatThird Party Assurance.

9.09   *Related Party Arrangements*.—(a) Onor prior to Closing the Sellers shall, and shall procure that the Companies andthe International Subsidiaries shall, terminate at no cost to the Companies allRelated Party Arrangements (including any arrangements for the secondment ofemployees by the Companies to the International Subsidiaries), other than anagency agreement made between Target and Finans Sigorta S.A. dated 3 March 2006and the Software License.

(b)        Allinsurance provided or arranged in relation to the International Subsidiaries bythe Companies (whether under policies maintained with third party insurers orby the Companies themselves) shall cease upon Closing and no liability shallarise, and the Sellers shall procure that no International Subsidiary shallmake any claim, under any such policies, whether in relation to insured eventsoccurring on, before or after Completion.

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**ARTICLE X**

**ConditionsPrecedent to Closing**

10.01   *The Clearances.—*(a) Theobligation of the Parties to proceed with the Closing pursuant to thisAgreement is subject to the condition that, on or prior to the expiration ofthe term provided for in Section 10.02(b) (as extended), each of theconditions set out in Section 10.04 has been satisfied (or waived by theParty or Parties entitled to do so) and the purchase and sale of the Shares andall other relevant transactions contemplated hereby shall have been approved,authorized cleared or granted an exemption (and such approval, authorization,clearance or exemption not having been withdrawn) by:

(i)         theBanking Regulation and Supervision Board (Bankacilik Duzenleme ve DenetlemeKurumu) pursuant to the applicable provisions of the Banks Act numbered 5411and dated November 1, 2005 as amended from time to time;

(ii)       theCompetition Board [Rekabet Kurulu] pursuant to the applicable provisions of theCompetition Law (Law No. 4054);

(iii)      theCentral Bank of Greece in respect of the acquisition by the Purchaser of theShares and the Founders’ Shares;

(iv)       therelevant Governmental Bodies as set out in the Reorganization Agreements;

(v)        theCMB, in respect of the sale and purchase of Finans Yatirim MenkulDegerler A.S.; and

(vi)       theTreasury, in respect of the sale and purchase of Finansbank Malta.

(the approvals,clearances and exemptions contemplated above are hereinafter collectivelyreferred to as the “**Clearances**”,other than the approvals, clearances and exemptions contemplated at sub-section (iv)above, hereinafter collectively referred to as the “**Reorganization Clearances**”).

(b)        TheParties agree to take all actions, and to do all things necessary, proper oradvisable to consummate and make effective, in the most expeditious mannerpracticable, the transactions contemplated by this Agreement and to satisfy theconditions referred to in this Section 10, including the following: (i) thetaking of all acts necessary, the making of all necessary registrations andfilings (including filings with any competent authorities) and the taking ofall steps as may be necessary to cause the Clearances and the ReorganizationClearances, and the other Conditions Precedent set out in Section 10.04,to be satisfied as promptly as practicable, (ii) the defending of anylawsuits or other legal proceedings, whether judicial or administrative,challenging this Agreement or the consummation of the transactions contemplatedhereby, including seeking to have any stay or temporary restraining orderentered by any court or other competent authorities vacated or reversed and (iii) theexecution and delivery of any additional instruments necessary to consummatethe transactions contemplated by, and to fully carry out the purposes of, thisAgreement.

10.02   *Satisfaction of Condition*.—(a) Notlater than 20 Business Days after the date of this Agreement, the Purchasershall duly and properly file all applications, requests and other documentsthat are required to obtain the Clearances and the Sellers shall do the same inrespect of the Reorganization Clearances; each party shall keep the othertimely informed of all steps taken pursuant hereto, and shall activelycooperate with each other to obtain the Clearances and the ReorganizationClearances as soon as possible. To this effect, each party shall submit to theother a draft of any material document(s) (subject to the right of thesubmitting party to redact any confidential information therein) to be filedwith the relevant authority pursuant hereto at least two (2) Business Daysbefore making any such filing in order for the Sellers to review them. Theother party shall promptly review the aforesaid document(s) and provide 

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its comments, if any, tothe submitting party within three (3) Business Days, which shall take suchcomments into due account and shall use its reasonable efforts to incorporatethem into the document(s).

(b)        [INTENTIONALLYBLANK]

(c)        Nothingin this Article X shall require the Purchaser to effect or procure theeffect of, or undertake or agree to effect or procure the effect of, any saleor disposal of any business or assets of the Purchaser, any Affiliate of thePurchaser or any of the Companies (or part thereof).

10.03   *Effects*.—If anyof the Clearances or Reorganization Clearances is not obtained or any of theconditions referred to in Section 10.04 has not been satisfied (or waivedby the Party or Parties entitled to do so) on or prior to 31 December 2006,this Agreement shall automatically terminate and the Parties shall be releasedfrom all obligations hereunder except for: (i) any rights or obligationsarising under Sections 11.01 and 12.04 or under Article XIII, (ii) anyrights or obligations arising in connection with any breach of Sections 10.01and 10.02(a) preceding; and (iii) any rights and liabilities thathave accrued before termination of this Agreement.

10.04   *Other Conditions Precedent*.—Theobligation of the Parties to proceed with the Closing pursuant to thisAgreement is further subject to:

(i)         thefulfillment by the Sellers of its obligations set forth in Section 9.03above;

(ii)       theabsence of a Material Adverse Change,

(iii)      theexecution by the Sellers and the Purchaser of the Shareholders’ Agreement,

(iv)       provisionby the Sellers to the Purchaser of evidence, in a form reasonably satisfactoryto the Purchaser, of the reduction of the value or size of the Companies’ off-shoreassets (including the Companies’ assets in Bahrain) such that the Companiesare, at or prior to Closing, in compliance with the requirements of the TurkishRegulation on the Incorporation and Activities of Banks dated 22 June 2001,

(v)        theSellers having complied with the provisions of this Agreement, and therepresentations and warranties of the Sellers set out in Article VI beingtrue and correct in all respects as at the date of this Agreement and as atClosing, save where the combined effect of any and all such breaches takentogether would not give rise to a Material Adverse Effect,

(vi)       atleast (A) 75% of the Executive Vice Presidents employed by the Companiesas at the date of this Agreement, and (B) 75% of the combination of theKey Managers and any other persons employed by the Company as a branch manager,in each case as at the date of this Agreement, remaining in the employment ofthe Companies (and not having given, or been given, notice to terminate theiremployment);

(viii)    theSellers having obtained, or having procured that the Companies have obtainedand delivered to the Purchaser, waivers to any rights arising upon a change ofcontrol of Target or otherwise pursuant to the implementation of this Agreementwith respect to the agreements listed in Schedule 10.04(viii).

10.05   *Waiver*.—The Conditions Precedent in Section 10.04(i), (ii) and(iv) to (viii) (inclusive) may be waived by notice from the Purchaserto the Sellers.

**ARTICLE XI**

**Confidentiality**

11.01   *Confidential Information*.—(a) ThePurchaser shall keep secret and confidential any confidential informationconcerning the Sellers or its Affiliates or, prior to Closing, the Business andthe 

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Companies, received as aresult of this Agreement or of any investigations made in connection herewithand shall also cause its officers, employees and consultants to whom suchinformation has been disclosed for the purposes of this Agreement to complywith such commitment. The Purchaser shall exercise all necessary precautions tosafeguard the confidentiality and secrecy of such information and to preventthe disclosure thereof,*provided*thatthe restriction contained in this Section 11.01 shall not apply withrespect to: (i) information which at the time of disclosure was in thepublic domain unless the same occurs in consequence of the breach hereof by thePurchaser; (ii) information which has been can be demonstrated to havebeen independently developed by the Purchaser or acquired from a third partywhich did not itself acquire such information with restrictions on furtherdissemination directly or indirectly from the Purchaser; (iii) informationwhich the Parties have agreed is no longer confidential; and (iv) informationordered or required to be disclosed by any applicable Law or competentjudicial, governmental or other authority or in accordance with therequirements of any stock exchange or securities regulation. Allconfidentiality obligations of the Purchaser under this Section 11.01shall expire on the second (2) anniversary of the date of this Agreement.

(b)        TheSellers hereby agree and covenant that, except with the prior written consentof the Purchaser, for a period of two (2) years after the Closing Date,they shall keep, and shall cause their Affiliates and their and their directorsand employees to keep, secret and confidential all information in theirrespective possession relating to the Business, with the exception of informationthat: (i) is, or subsequently becomes, available to the public, or isotherwise disclosed to third parties, through no fault of the Sellers, itsAffiliates or their respective directors or employees, (ii) can bedemonstrated to have been independently developed by the Sellers, itsAffiliates or their respective directors or employees, or acquired from a thirdparty which did not itself acquire such information with restrictions onfurther dissemination directly or indirectly from the Sellers, (iii) informationwhich the Parties have agreed is no longer confidential; and (iv) informationordered or required to be disclosed by any applicable Law or competentjudicial, governmental or other authority or in accordance with therequirements of any stock exchange or securities regulation.

11.02   *Announcements*.—Exceptas otherwise required under any Law or rule issued by a Governmental Bodyor other regulatory or stock exchange authority having jurisdiction on thePurchaser or the Sellers or its Affiliates, no publicity, release orannouncement concerning the execution or delivery of this Agreement, any of theprovisions contained herein or the transactions contemplated hereby will beissued without the prior written consent and approval, as to both form andcontents, of the Sellers and the Purchaser, *provided*that such consent or approval cannot be unreasonably withheld or delayed.

11.03   *The Confidentiality Undertaking*.—The provisions of this Article XIshall supersede the confidentiality obligations previously undertaken by thePurchaser. For the avoidance of doubt the non-conflicting provisions of suchconfidentiality undertaking remains in full force and effect in accordance withits terms.

**ARTICLE XII**

**MiscellaneousProvisions**

12.01   *Survival*.—Exceptas otherwise provided in other Paragraphs, Sections or Articles of thisAgreement and except for the representations and warranties of the Partiescontained in Articles VI and VII, subject to the limitations as set forthin this Agreement, all other clauses of this Agreement providing for anyobligation of the Parties to be performed after the Closing Date shall remainin full force and effect after the Closing, without the necessity for either ofthe Parties to reiterate or otherwise confirm its commitment with respectthereto.

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12.02   *Changes in Writing*.—This Agreement:

(i)         constitutesthe entire agreement between the Parties with respect to the subject matterhereof and supersedes all prior agreements (if any) relating to the samesubject matter;

(ii)       maynot be waived, changed, modified or discharged orally, but only by an agreementin writing signed by the Purchaser and Mr. Hüsnü Özyeğin, on behalfof the Sellers.

12.03   *Assignment, No Third PartyBeneficiaries*.—(a) This Agreement and all of the provisionshereof shall be binding upon and inure to the benefit of each of the Partieshereto and their respective successors, and such successors shall have thebenefit of the indemnities set forth in Article VIII hereof.

(b)        Saveas set out in Paragraphs (c) and (d) below, none of the Parties mayassign any of its rights interests or obligations hereunder (in total or inpart) without the prior written consent of the other Party and any attempt toassign this Agreement without such consent shall be void and of no effect.

(c)        ThePurchaser may assign the benefit of this Agreement, in whole or in part, and itmay be enforced by, any Permitted Assignee as if it were the Purchaser. AnyPermitted Assignee to whom an assignment is made in accordance with theprovisions of this Section 12.03 may itself make an assignment as if itwere the Purchaser. For this purpose, a “**PermittedAssignee**” means any Affiliate of the Purchaser which is the ownerfrom time to time of any or all of the Shares or the assets of the Companies.

(d)        ThePurchaser may assign its rights under this Agreement by way of security to anybank and/or financial institution lending money or making other bankingfacilities available to the Purchaser for the acquisition of the Shares.

(e)        Exceptas otherwise expressly provided for herein, nothing in this Agreement shallconfer any rights upon any Person which is not a Party or a successor of anyParty to this Agreement.

12.04   *Notices*.—Anycommunication or notice required or permitted to be given under this Agreementshall be made in writing, in the English language and shall be deemed to havebeen duly and validly given (i) in the case of notice sent by letter orcable, upon receipt of same, and (ii) in the case of notice sent byfacsimile, upon receipt of transmission by the recipient, (iii) ifdelivered by recognized international courier to the address as provided inthis Section 12.04, upon confirmed receipt, (iv) if deliveredpersonally to the address in this Section 12.04, upon delivery, (in eachcase regardless of whether such notice, request or other communication isreceived by any other Person to whom a copy of such notice is to be deliveredpursuant to this Section 5.02 and provided that where delivery occurs outof Working Hours, it shall be deemed to have been received at the start ofWorking Hours on the next following Business Day). Communications and noticesunder this Agreement shall be addressed as follows:

(a)        if tothe Sellers, to it at:

**FIBA Holding A.S.**

**Buyukdere Caddesi No. 129/5**

**Mecidiyekoy, Sisli**

**Istanbul, Turkey**

Attention: **Husnu Ozyegin**

with copy to the attention of: **Kerem Moroli**

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(b)        if tothe Purchaser, to it at:

**Aiolou 86,**

**Athens 10232, Greece,**

Attention: **The Chairman/ChiefExecutive Officer**

or at such otheraddress and/or telefax number as either Party may hereafter furnish to theother by written notice, as herein provided.

12.05   *Applicable Law*.—ThisAgreement shall be governed by, and construed and interpreted in accordancewith, the Laws of Turkey.

12.06   *Payment*.—Unlessotherwise provided for in this Agreement:

(i)         anypayment due by any Party to the other Party, according to the provisions ofthis Agreement shall be made on the due date thereof, with value at such date,in immediately available funds by wire transfer to the bank account designatedby the payee at least three (3) Business Days prior to the date on whichthe payment is due (which transfer shall be confirmed in writing to the payeeby a primary credit institution reasonably acceptable to the same) or by suchother method as the payee may reasonably request at least three (3) BusinessDays prior to the date on which the payment is due;

(ii)       allamounts to be paid pursuant to this Agreement shall be paid in USD.

12.07   *Delayed Payments andInterest*.—Unless otherwise provided for in this Agreement, withoutprejudice to any other right or remedy provided by Law or otherwise, in theevent of a delay (including any delay due to causes of *force majeure*)in the payment of any amount to be paid under this Agreement, interest shall bedue, for the period of such delay, at a rate *per annum*equal to 200 basis points over the Agreed Rate.

12.08   *Language*.—Exceptfor certain documents contained in the Schedules hereto, which are in languagesother than English, this Agreement shall be executed in the English language,which shall be the only language governing this Agreement.

12.09   *Taxes and Other Expenses*.—Exceptas otherwise expressly provided in other Sections of this Agreement, any cost,tax, impost, duty or charge arising in connection herewith, or with theconsummation of the purchase and sale of the Shares contemplated hereby, shallbe borne and paid as follows:

(i)         anyincome and capital gains taxes due as a consequence of the sale of the Sharesand the Founders’ Shares shall be borne and paid for by the Sellers;

(ii)       thePurchaser and the Sellers shall each pay the fees, expenses and disbursementsthey respectively incur in connection with the negotiation, preparation andimplementation of this Agreement, including (without limitation) any fees anddisbursements owing to their respective auditors, advisors and legal counsel,including, for the avoidance of doubt, the fees of Morgan Stanley acting as financialadvisor to the Sellers (which fees shall be paid by the Sellers and not by thePurchaser or the Companies) and the fees of Credit Suisse and Goldman SachsInternational acting as financial advisor to the Purchaser (which fees shall bepaid by the Purchaser and not by the Sellers),

(iii)      anynotarial fees and applicable stamp taxes (and amounts to be paid to BRSA under Article 18of the Banking Law] in respect of the sale of the Shares and the Founders’Shares (but not, for the avoidance of doubt, in respect of the sale of theTake-Out Assets, which shall be paid by Fiba Holding A.S.) shall be borne bythe Purchaser.

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12.10   *Schedules*.   AllSchedules attached to this Agreement are incorporated herein and made a parthereof as fully as if written in this Agreement.

12.11   *Due diligence*.   Withoutprejudice to its rights under this Agreement (but subject to the terms set outherein) the Purchaser acknowledges and declares that it has carried out a DueDiligence relating to the Companies satisfactory in all material respects.

12.12   *No Inducement or Reliance;Independent Assessment*.—With respect to Target and any other rightsor obligations to be transferred hereunder or pursuant hereto, the Purchaserdeclares and states that it has not been induced by and has not relied upon anyrepresentations, warranties or statements, whether express or implied, made bySellers, any Affiliate of the Sellers, Target, any Subsidiary, or any of theiragent, employee, attorney, advisor or other representative or by any otherPerson representing or purporting to represent the Sellers, that are notexpressly set forth in this Agreement, whether or not any such representations,warranties or statements were made in writing or orally, and none of theSellers, any Affiliate of the Sellers, or any agent, employee, attorney, otherrepresentative of the Sellers or other Person shall have or be subject to any liabilityto the Purchaser or any other Person resulting from the distribution to thePurchaser, or Purchaser’s use of, any such information and any information,documents or material made available in the Data Room or pursuant toManagement Meetings or in any other form in expectation of the transactionscontemplated hereby. This clause shall not limit or exclude any liability ofthe Sellers for, or remedy of the Purchaser in respect of, fraudulentmisrepresentation.

12.13   *Severability*.—Ifany of the provisions of this Agreement is or becomes invalid, illegal orunenforceable under the laws of any jurisdiction, the validity, legality orenforceability of the remaining provisions shall not in any way be affected orimpaired. The Parties shall nevertheless negotiate in good faith in order toagree the terms of mutually satisfactory provisions, achieving as closely aspossible the same commercial effect, to be substituted for the provisions sofound to be void or unenforceable.

12.14   *Further Assurances*.—EachParty to this Agreement covenants and agrees that it will, at the request andexpense of the requesting Party, execute and deliver such documents, including,without limitation, all such additional conveyances, transfers, consents andother assurances and do all such other acts and things as the other Partyhereto, acting reasonably, may from time to time request to be executed or donein order to evidence better or perfect or effectuate any provision of thisAgreement or of any agreement or other document executed pursuant to thisAgreement or any of the respective obligations intended to be created hereby orthereby. The Sellers shall provide, and prior to Closing shall procure that theCompanies shall provide, all such assistance and information as the Purchasermay reasonably request with respect to the preparation by the Purchaser of anyoffering or listing document relating to any rights issue or other equityoffering by the Purchaser to finance the acquisition of the Shares and theFounders Shares and the Tender Offers.

12.15   *Right to Designate*.—(a) ThePurchaser may designate one or more companies to purchase the Shares and tocause any one or more companies to pay any sums expressed to be payablehereunder by the Purchaser, according to the terms and conditions of this Agreement,*provided* that such designation ismade in accordance with the following provisions:

(i)         eachdesignation will be sufficiently made if notified in writing to the Sellerstogether with the written acceptance of the designee;

(ii)       anydesignation pursuant hereto will be notified to the Sellers within and notlater than fifteen (15) Business Days prior to the Closing Date; and

(iii)      eachdesignee will be an Affiliate of the Purchaser.

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(b)        ThePurchaser shall continue to be jointly and severally liable with its designeein respect of the punctual and exact performance by the latter of all dutiesand obligations arising under, or in connection with, this Agreement.

(c)        If atany time, after the designation under Paragraph (a)(i) above and until anyParty hereto may have any right or claim against the other Party under thisAgreement, the designee ceases to be an Affiliate of the Purchaser, thePurchaser shall be obliged to purchase the Shares from the designee.

(d)        Forall the purposes of this Agreement, and in particular (but without limitation)for all the purposes of the arbitration clause provided for in Article XIII(including the appointment of the arbitrators and the presentations or filingsof actions, claims, demands or counter claims), the Purchaser and any designeedesignated by the latter pursuant to this Section 12.15 shall beconsidered as one and the same party, and they shall be obliged to act as oneand the same party, and any notices sent to the Purchaser according to theprovisions of Section 12.04 shall also be deemed to have been made to thedesignee, if any.

12.16   *Sellers’ Representative*.—(a) Eachof the Sellers hereby irrevocably appoints the Sellers’ Representative as thesole representative of such Seller to act on his or her behalf for all purposesunder this Agreement including for the purposes of:

(i)         deliveringpayment instructions to the Purchaser;

(ii)       givingand accepting notices on behalf of the Sellers;

(iii)      takingany and all actions that may be necessary or desirable, as determined by theSellers’ Representative in its sole discretion, in connection with the paymentof the costs and expenses incurred with respect to the Transaction;

(iv)       grantingany consent or approval on behalf of any one or more of the Sellers under thisAgreement; and

(v)        generallytaking any and all other actions and doing any and all other things provided inor contemplated by this Agreement to be performed by any one or more of the Sellersor the Sellers’ Representative on behalf of such Seller.

(b)        ThePurchaser shall be entitled to rely on the exercise of the powers andauthorities conferred on the Sellers’ Representative as if the relevant Sellerwere exercising such powers and authorities. Any notice given by the Purchaserto the Seller’s Representative shall be deemed to have been given to all of theSellers, including any notice under Article XIII.

(c)        In the event that the Seller’s Representative is unable forwhatever reason to fulfill his functions under this Section 12.16, a newperson shall be designated as the Seller’s Representative by the Sellers innotice in writing to the Purchaser within thirty (30) days of such inabilityarising. The Purchaser may itself designate any Seller to be the new Seller’sRepresentative should the Sellers fail to do so within such time.

**ARTICLE XIII**

**Arbitration**

13.01   *Appointment of Arbitrators*.—Saveas expressly provided otherwise in Article III, all disputes arising outof or in connection with this Agreement shall be finally settled under the Rules ofArbitration of the International Chamber of Commerce by three arbitratorsappointed in accordance with the said Rules. The first arbitrator will beappointed by the Party initiating the arbitration proceedings simultaneouslywith its demand for arbitration, the second one of which will be appointed bythe other Party within twenty (20) Business Days of the date on which it hasreceived notice of the demand for 

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arbitration and the thirdone of which (who shall act as Chairman of the arbitration panel) will bedesignated by agreement of the first two within twenty (20) Business Days fromthe appointment of the second Arbitrator or, failing such agreement, by theInternational Chamber of Commerce Court of Arbitration, which will alsodesignate (i) the second arbitrator if the Party required to make suchdesignation will not have done so within the period indicated above; and (ii) thereplacement of any arbitrator who is unable or unwilling to serve or tocontinue to serve as such, but only in the event that such replacement has notbeen designated by the Party which appointed the arbitrator to be replacedwithin twenty (20) Business Days from the date on which such arbitratorresigned or otherwise ceased from office or, in the case of the Chairman, byagreement of the other two Arbitrators. The place of arbitration shall beParis, France. The language to be used in the arbitral proceedings shall beEnglish.

13.02   *Arbitration Expenses*.—Theexpenses of the arbitration proceedings referred to in Section 13.01 shallbe borne by the Parties in accordance with the applicable determinations of theArbitration Tribunal.

13.03   *Election of Domicile*.—TheSellers and the Purchaser hereby designate their respective addresses for thegiving of notice, as set forth in Section 12.04, as their respectivedomiciles at which service of process may be made in any arbitration, legalaction or proceeding arising hereunder. The Sellers and the Purchaser maychange such address, except that each such address shall always be, as to theSellers, within the geographical area encompassed (as of the date of thisAgreement) by the boundaries of Turkey and, as to the Purchaser, within thegeographical area encompassed (as the same date) by the boundaries of theRepublic of Greece.

13.04   *Cautio Judicatum Solvi*.—Tothe extent that the Sellers may, in any suit, action or proceeding brought in acourt in Turkey or elsewhere arising out of or in connection with thisAgreement, be entitled to the benefit of any provision of law requiring thePurchaser in such suit, action or proceeding to post security for costs of theSellers (“cautio judicatum solvi”), or to post a bond or take similar action,the Sellers hereby irrevocably waive any such benefit, in each case to thefullest extent now or hereafter permitted under the laws of Turkey or, as thecase may be, such other jurisdiction.

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INWITNESS WHEREOF, the Parties hereto have executed or caused this Agreement tobe executed by their respective officers or representatives duly authorized,all in the place and as at the date first above written.
| Fiba Holding A.S.               |   | National Bank of Greece S.A. |
|---------------------------------|--------|------------------------------|
| Fina Holding A.S.               |   |                         |
| Girisim Factoring  A.S.         |   |                         |
| Fiba Factoring  Hizmetleri A.S. |   |                         |

 

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