0001144204-07-026358 Sample Contracts

AMENDMENT NO. 3 TO DEPOSIT AGREEMENT
Deposit Agreement • May 16th, 2007 • Turkcell Iletisim Hizmetleri a S • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 3, dated as of May ___, 2007 (the “Amendment”), to the Deposit Agreement dated as of July 7, 2000, as amended as of September 24, 2001 and April 18, 2005 (as further amended hereby, the “Deposit Agreement”), among Turkcell Iletisim Hizmetleri A.S., incorporated under the laws of Turkey (the “Company”), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

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