TT & TIM Iletisim Hizmetleri A.¿.

completed

In February 2004, Aria, the third largest mobile telephony operator in Turkey, owned by Telecom Italia Mobile (through TIM Intl. N.V.) and the Is Bankasi Group, merged with Aycell, the fourth mobile telephony operator, owned by Turk Telecom. The resulting entity, Avea, is a company with a nation wide GSM network, covering over 80% of the Turkish population, with a market share of about 15% at end of September 2004. The company had about 4.7 million subscribers as of June 2004 and about 1,000 employees. The project financing will include the restructuring of Avea’s existing debt and the funding of the following:- working capital requirements and - the integration, expansion and maintenance of the combined GSM network. Total project cost is estimated at $2.1 billion, inclusive of approximately $1.1 billion of refinancing of existing debt .