Value Masters Group · Türkiye Desk · ExhibitExhibit C — Memorandum of Understanding, SDIF · Perry · Farallon, 22 December 2004

Translated from the Turkish original. Page images of the signed document are in the attached PDF.

Subject: Perry Capital LLC ("Perry"), Farallon Capital Management LLC ("Farallon") and the Savings Deposit Insurance Fund ("SDIF") (together, the "Parties") believe that an Asset Management Company ("AMC") structure is the optimal vehicle for maximising the value of the Non-Performing Loan ("NPL") Portfolio. Given the Parties' collective and complementary portfolio-management experience, the Parties believe they can structure a mutually beneficial transaction.

Objective: to form a partnership between Perry, Farallon and the SDIF for the joint restructuring and resolution of corporate non-performing loans.

Structure: while flexible on the final structure and profit-sharing mechanism, the Parties are interested in a transaction with the following general parameters, subject to due diligence and negotiation:

• In line with the existing legal framework (Banking Regulation Law No. 4743), Perry and Farallon would own 80% of the AMC and the SDIF 20%. Perry and Farallon would acquire their 80% by injecting capital; the SDIF would obtain its 20% by contributing 20% of the NPLs at a mutually agreed valuation. Some 3–4% of Perry and Farallon's capital contribution is expected to be set aside for the AMC's working-capital purposes.
• The SDIF would benefit through its 20% interest in the AMC. In addition, the SDIF may benefit further through a profit-sharing mechanism to be agreed in negotiation.
• Although Perry and Farallon would hold majority-shareholder management rights, SDIF participation at board level, including the audit committee, would be expected. The Parties will work together to establish a fair incentive arrangement with the AMC's senior management. As the Parties work through the NPL portfolio, certain loans will be restructured where economically feasible.

Process: the Parties sign this Memorandum of Understanding, effective from the date of signature, providing for a dedicated six-week due diligence period beginning 3 January 2005, during which commercial, accounting, legal and other customary due diligence will be conducted. At the end of the period, if the results of due diligence and negotiation are satisfactory, the Parties may enter into an agreement for the proposed transaction. The face amount and valuation of the NPLs will be determined jointly. On mutual agreement of commercial terms, the Parties may then enter a limited exclusive negotiation period for a definitive agreement, allowing the time needed for all regulatory and contractual approvals required for closing. The Parties' objective is to close before 31 March 2005. Perry and Farallon will bear their own costs in connection with due diligence and negotiation.

Term: this Memorandum is effective from signature and expires at the end of the due diligence period. For its duration, the SDIF agrees to negotiate exclusively with Perry and Farallon in respect of the corporate NPLs it holds.

Confidentiality: the Memorandum is confidential and, for its term and for one year thereafter, may not be disclosed by Perry, Farallon or the SDIF to any party other than their officers, directors, employees, representatives or advisers engaged in connection with the actions contemplated, except as required by applicable law or regulation. All public announcements at any point in the relationship require mutual agreement.

Savings Deposit Insurance Fund — Ahmet Ertürk, Chairman of the Board · 22 December 2004
Perry Capital LLC — Richard Perry, President; Alp Erçil, Managing Director · 22 December 2004
Farallon Capital Management, LLC — William F. Duhamel, Managing Member · 22 December 2004

Also on file: the confidentiality undertaking of 21 December 2004, given by Perry Capital and Farallon Capital Management as "Bidder", covering financial information and reports, planning and policy documents, marketing information, names, addresses and credit data relating to the SDIF's claims and its relationships with debtor companies; disputes to be heard by the Istanbul courts.