Agreement

The Ottoman Bank, represented by its Director General Mr. L. Steeg and its Assistant Director General Mr. A. H. Reid, as one contracting party and Türkiye İş Bankası represented by Mahmud Celal [Bayar] Bey, Deputy of Izmir and Director General, and Mehmed Fazıl Bey, one of the directors of the Istanbul Branch, as the other contracting party, have agreed on the terms and conditions set forth below: Article 1: The Ottoman Bank hereby agrees to extend a bank credit to Türkiye İş Bankası in the form of a cash line with an annual limit of seven hundred and fifty thousand Turkish liras at an annual interest rate of six percent under the terms and conditions set forth below. The interest shall be accrued on the principle in semi-annual arrears. Article 2: This credit, which shall be received by the Istanbul Branch of Türkiye İş Bankası, shall be disbursed in three equal and subsequent instalments of two hundred and fifty thousand Turkish liras. Of the said instalments, the first one shall be disbursed in part or whole upon the first demand made by Türkiye İş Bankası for the disbursement thereof. The disbursement of the second and third instalments shall be made subject to prior notices of fifteen and twenty days respectively. The said prior notices shall be given by Türkiye İş Bankası in writing to the Ottoman Bank and shall be effective from the date of the notices. The prior notice to be given by Türkiye İş Bankası for the disbursement of the second and third instalments subsequent to each other shall be executed only on the condition that the total sum of the instalment preceding the instalment for which the notice was given has been fully received by the said bank. Any repayment made by Türkiye İş Bankası to the satisfaction of this credit account shall be first applied to the instalment disbursable in proportion to the debit balance of the said disbursable instalment. If the amount of any repayment made by Türkiye İş Bankası at any time when the second or the third instalment is disbursable exceeds the sum drawn on account of a disbursable instalment, the whole of that disbursable instalment, that is two hundred and fifty thousand Turkish liras, shall be made available to Türkiye İş Bankası upon its first demand. Re-disbursement to Türkiye İş Bankası of any excessive payment made by Türkiye İş Bankası to the Ottoman Bank on account of the repayment of the preceding instalment shall be subject to written notices given by Türkiye İş Bankası the second one arriving fifteen days in advance and the third ane twenty days prior to the third instalment, so that any amount to be disbursed to Türkiye İş Bankası without a due date shall never exceed two hundred and fifty thousand Turkish liras. Article 3: Türkiye İş Bankası shall have the right to receive, in cash, some part or the whole of each of the three instalments of the credit in the amount of seven hundred fifty thousand Turkish liras in aggregate in any foreign currency it may deem fit. At the time when Türkiye İş Bankası shall give a prior written notice for disbursement of the last two instalments of the credit in accordance with the terms of this agreement, it shall indicate the amount of the foreign currency it wishes to receive on account of each instalment on the prior notice given for disbursement of the respective instalment. As the first instalment, Türkiye İş Bankası shall have the right to receive the first batch, without prior notice, in any foreign currency equivalent of Turkish liras announced as the opening exchange rate in the Istanbul Exchange on the date of disbursement up to half the amount of the first instalment in Turkish liras. Article 4: The amount received by Türkiye İş Bankası in any foreign currency or currencies shall be debited to Türkiye İş Bankası in that currency or currencies, and Türkiye İş Bankası shall repay the principal in the same foreign currency or currencies received, together with the annual interest accrued on the principle rate of six percent. For determination of the outstanding sum to be received by Türkiye İş Bankası in Turkish liras on account of each instalment after the receipt of the first instalment in a foreign currency or currencies, the following provisions shall be applied: The provisional equivalent of the sum received in a foreign currency or currencies as calculated in Turkish liras based on the opening exchange rate announced in the Exchange on the date of disbursement shall be deducted from the outstanding amount of disbursable instalment to be received in Turkish liras. In the event of an instalment in foreign currency, the equivalent of the sum so received shall be re-adjusted and calculated at the time of the notice given for the disbursement of the subsequent instalment, based on the opening exchange rate announced in the Exchange on the date of the said notice. Any difference between the sum received in a foreign currency, which is re-adjusted and calculated in Turkish liras as specified above and the sum calculated prior, shall be added to or deducted from the next instalment according to the increase or decrease of the exchange rate of the said foreign exchange. Even at the time of final settlement of the accounts, which shall be done in semi-annual arrears, the equivalent of the received foreign currencies to Turkish liras shall be re-adjusted and calculated, and the outstanding amount of the disbursable instalment shall be increased or decreased according to the difference between the opening exchange rate announced at Istanbul Exchange on the date of final calculation of the Turkish liras equivalent of the foreign currencies received and the opening exchange rate announced in the Exchange on the date of final settlement of the accounts. Article 5: The term of this agreement is one year from the date of its issue. Unless, either party terminates the agreemen with a three-month notice prior to the end of any one year term, the Agreement shall be automatically extended for a term of one year. Article 6: The account of this loan shall be kept in Istanbul. An interest rate of six percent per annum shall be accrued for three years as long as the Agreement is in effect, and the rate of interest shall be revised at the end of each term of three years according to the mutual agreement of the parties, provided, however, that the rate of interest shall be in no event less than five or more than seven percent. Executed in Istanbul on 2 November 1925. Director of the Istanbul Branch of Türkiye İş Bankası (signature) Director General of Türkiye İş Bankası (signature) Assistant Director General of the Ottoman Bank (signature) Director General of the Ottoman Bank (signature) Duty stamps for 750 liras