LISTING PARTICULARS U.S.$328,274,000 2015-1 Pass Through Trust Pass Through Certificates, Series 2015-1A __________________ Bosphorus Pass Through Certificates, Series 2015-1A are being offered under this offering memorandum (the “Class A Certificates” or “Certificates”). A trust (the “Trust”) has been established to issue the Class A Certificates. This offering is being made in connection with the financing of three new Boeing 777-300ER aircraft scheduled to be delivered in March 2015 and April 2015 (each, an “Aircraft”). The proceeds from the sale of the Class A Certificates will initially be held in escrow. The Trust will use the escrowed funds to acquire equipment notes (the “Equipment Notes”) to be issued by Bosphorus 2015 LLC, as issuer (the “Issuer”). Proceeds from the sale of the Equipment Notes will be used by the Issuer to fund the acquisition of the Aircraft each of which the Issuer will lease to Türk Hava Yolları A.O. (“Turkish Airlines”) under a separate finance lease agreement (each, a “Lease” and a “Lease Agreement”). Payments under each Lease will be used to make payments on the related Equipment Notes held in the Trust, which payments will be passed through to the holders of the Class A Certificates. See “Use of Proceeds” in this offering memorandum. Interest on the Equipment Notes will be payable semi-annually on 15 March and 15 September of each year after issuance, commencing on 15 September 2015. Principal payments on the Equipment Notes will be payable semi-annually on 15 March and 15 September of each year, commencing on 15 September 2015. BNP Paribas, acting through its Paris head office, will provide a liquidity facility for the Class A Certificates (the “Liquidity Facility”) in an amount sufficient to make three consecutive semi-annual interest payments on the Class A Certificates. _________________________________________ Investing in the Certificates involves a high degree of risk. See “Risk Factors” beginning on page 18 of this offering memorandum. _________________________________________ Pass Through Certificates Face Amount Interest Rate Final Expected Distribution Date Price to Public(1) Class A ..................................... U.S.$328,274,000 4.20% 15 March 2027 100.0% _____________ (1) Plus accrued interest, if any, from the date of issuance. The Initial Purchasers (as defined herein) will purchase all of the Certificates if any are purchased. The Initial Purchasers expect to deliver the Certificates to purchasers through the facilities of The Depository Trust Company (“DTC”) and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, against payments on 26 March 2015. _________________________________________ This offering memorandum constitutes the listing particulars (the “Listing Particulars”) in respect of the Certificates. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the approval of this offering memorandum as Listing Particulars. Application has been made to the Irish Stock Exchange for the Certificates to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. Accordingly, the Certificates are being offered and sold only to “qualified institutional buyers” (“QIBs”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulations S”). Prospective purchasers that are QIBs are hereby notified that the seller of the Certificates may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Each purchaser of the Certificates offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations, warranties and agreements with respect to its purchase of the Certificates as described herein. The Certificates are not transferable except in accordance with the restrictions described under “Transfer Restrictions” in this offering memorandum. There are no registration rights associated with the Certificates. ____________________________________________ Lead Bookrunners Citigroup Goldman, Sachs & Co. Deutsche Bank Securities Joint Structuring Agent Joint Structuring Agent _______________________________________________________ Bookrunner BNP PARIBAS The date of this offering memorandum is 26 March 2015 TABLE OF CONTENTS Notice to Investors .................................................... ii Description of the Deposit Agreement .................. 115 Notice to European Economic Area Description of the Escrow Agreement ................... 117 Investors .................................................................. iv Description of the Liquidity Facility ..................... 118 Certain Volcker Rule Considerations ........................ v Description of the Intercreditor Agreement ........... 124 Enforcement of Judgments ........................................ v Description of the Aircraft and the Available Information .............................................. vi Appraisals .............................................................. 131 Cautionary Statement Regarding Forward- Description of the Equipment Notes ...................... 133 Looking Information ............................................... vii Description of the Leases and Other Industry and Market Data ...................................... viii Agreements ............................................................ 138 Defined Terms ....................................................... viii Possible Issuance of Additional Certificates.......... 147 Presentation of Financial and Other Certain U.S. Federal Income Tax Information .............................................................. ix Considerations ....................................................... 148 CRA Regulation ........................................................ x Certain Delaware Taxes ......................................... 153 Summary.................................................................... 1 Certain U.S. ERISA Considerations ...................... 154 Risk Factors ............................................................. 18 Plan of Distribution ............................................... 156 Use of Proceeds ....................................................... 43 Transfer Restrictions .............................................. 161 Capitalization ........................................................... 44 Legal Matters ......................................................... 165 Selected Financial and Operating Independent Auditors ............................................ 165 Information .............................................................. 45 Independent Appraisers ......................................... 165 Operating and Financial Review ............................. 50 Listing and General Information ........................... 166 Business ................................................................... 65 Appendix I - Index of Terms ................. Appendix I-1 Industry Overview ................................................... 88 Appendix II - Appraisal Letters ............ Appendix II-1 Directors .................................................................. 92 Appendix III - Loan to Value Ratios by Management ............................................................ 96 Aircraft ................................................ Appendix III-1 Related Party Transactions ...................................... 97 Appendix IV - Index to Financial Statements Description of the Certificates ................................. 98 of Turkish Airlines ........................... Appendix IV-F-1 ____________________ You should rely only on the information contained in this offering memorandum. Neither Turkish Airlines nor any Initial Purchaser (as defined herein) has authorized any person (including any dealer, salesman or broker) to provide you with any information or represent anything about Turkish Airlines or this offering that is not contained in this offering memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by Turkish Airlines or the Initial Purchasers referred to below. You should assume that the information contained in this offering memorandum is accurate only as of the date hereof or as of the date the information is otherwise stated to be provided and is subject to change, completion or amendment without notice. You are authorized to use this offering memorandum solely for the purpose of considering a purchase of the Certificates described in this offering memorandum. Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and BNP Paribas Securities Corp. (collectively, the “Initial Purchasers”) make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. You may not reproduce or