Value Masters Group · Türkiye Desk · ExhibitExhibit B — Indication of interest to the SDIF, 19 October 2004

Dear Mr. Ertürk: Perry Capital LLC, Farallon Capital Management LLC and Hellman & Friedman LLC (collectively, the "Investors") would like to thank you and your team for the time you spent with us on October 7–8 in Istanbul. We are impressed with your organization and would like to find a way to form a partnership with you going forward.

Based on our meetings, we believe that the Asset Management Company ("AMC") structure you outlined is the optimal vehicle for the Savings Deposit Insurance Fund ("SDIF") to maximize the value of the Non-Performing Loan ("NPL") Portfolio. To that end, we are pleased to submit our indication of interest to acquire the approximately $4 billion face amount of corporate NPLs through an AMC partnership with the SDIF. While we are flexible on the final structure and profit sharing mechanism of a potential partnership, we would be interested in pursuing a transaction with the following general parameters, subject to due diligence and negotiations:

• In line with the existing legal framework (Banking Regulation Law No. 4743), the Investors would own 80% of the AMC with the SDIF owning 20%. The Investors would buy their 80% stake by paying $320 million to the SDIF in return for the SDIF contributing $3.2 billion face amount of NPLs to the AMC. The SDIF would obtain its 20% interest in the AMC by contributing $800 million face amount of NPLs for a notional value of $80 million.
• To the extent we maximize the value of the portfolio, the SDIF would benefit through its 20% interest in the AMC. In addition, the SDIF would further benefit through a profit sharing mechanism: where total distributions from the portfolio are between $1 and $1.5 billion, the SDIF would receive 15% of the amount above $1 billion — on $1.5 billion of distributions, $300 million for its 20% share plus $75 million through the mechanism, $375 million in total. Where distributions exceed $1.5 billion, the SDIF would receive 15% of the amount between $1 and $1.5 billion and 30% of the amount above $1.5 billion — on $2.0 billion of distributions, $400 million for its 20% share plus $225 million through the mechanism, $625 million in total.
• Although the Investors would have control of the AMC, we would encourage SDIF participation both at the Board and management level. Establishing a strong team of financial and legal experts will be critical to maximizing the value of the portfolio. We would envision working with the SDIF to establish a fair incentive arrangement with senior management of the AMC to align all of our interests.

Given our collective investment experience in distressed securities in global markets, we believe that, with the SDIF's full cooperation, we will be able to make a firm proposal to you for the formation of the AMC after a due diligence period. Subject to your approval, we would propose that the Investors and the SDIF enter into a three-month exclusivity period to allow us the necessary time to conduct our due diligence. During this period, we would anticipate conducting business, accounting, legal and other customary due diligence as well as spending significant time with SDIF managers who have extensive knowledge of the portfolio.

At the end of this period, it would be our intention to submit a fully-funded all-cash offer with no financing contingencies. Subject to our mutual agreement on commercial terms of a transaction, we would then enter into negotiation of a definitive agreement which, once complete, would allow us the necessary time to secure all of the necessary regulatory and contractual approvals necessary for the closing of the transaction. Our objective would be to close the transaction before March 31, 2005.

Perry Capital LLC — Richard Perry, President; Alp Erçil, Managing Director
Farallon Capital Management, LLC — William F. Duhamel, Managing Member
Hellman & Friedman LLC — Brian M. Powers, Chief Executive Officer

A follow-on letter of 3 December 2004 from Perry and Farallon proposed an exclusivity period to 31 March 2005, with a countersignature block for the SDIF; the Turkish-language version of that letter is the PDF attached to this page. A confidentiality undertaking was signed on 21 December 2004, with Istanbul courts as the forum.