Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The As soon as practicable after the date of the Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original First A&R Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original First A&R Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original First A&R Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original First A&R Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original First A&R Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The As soon as practicable after the date of this Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices which shall impose or increase any fees or charges (other than the fees of the Depositary for the execution and delivery or the cancellation of ADRs and taxes or other governmental charges), or which shall otherwise prejudice any substantial existing right of holders or beneficial owners of American depositary shares issued under Holders (as defined in the Original Deposit Agreement Agreement), shall not become effective as to Holders and Beneficial Owners until thirty (30) days three months after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners holders of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof. [The remainder of this page is intentionally left blank.]

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement as promptly as reasonably practicable following effectiveness of this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, irrespective of whether such Holders exchange their American depositary receipts issued under the Original Deposit Agreement for one or more ADR(s) issued pursuant to this Deposit Agreement; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty three (303) days months after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts Depositary Receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares Depositary Shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares Depositary Shares issued as “certificated American depositary shares” Certificated ADSs and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts Depositary Receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares Depositary Shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares Depositary Shares issued under and outstanding as of the Original Deposit Agreement date hereof shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof hereof, and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Existing Credit Agreement as of such date. From and after the date hereof Restatement Effective Date, (a)(i) the Commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended, if applicable, pursuant to Section 2.01 and (ii) inform holders the Commitments of American depositary shares issued as “certificated American depositary shares” and outstanding those Lenders under the Original Deposit Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not Lenders under the Existing Credit Agreement immediately prior to the Restatement Effective Date (the “New Lenders”) in accordance with Section 2.01; (b) all outstanding Loans of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and all fees accrued under the Existing Credit Agreement through the Restatement Effective Date) on the Restatement Effective Date; and (c) all outstanding Loans of the Continuing Lenders and all interests in outstanding Letters of Credit under the Existing Credit Agreement shall remain outstanding as the initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Restatement Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant proportionate share of outstanding Revolving Credit Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of all Swing Line Loans and Letters of Credit) to be made in accordance with the respective Commitments of the Lenders from time to time party to this Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant provided herein. All references made to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Existing Credit Agreement and outstanding as of the date hereof, in any Loan Document or in any other instrument or document shall, from and after the date hereofwithout more, be deemed Holders to refer to this Agreement. This Agreement amends and Beneficial Owners of ADSs issued pursuant restates the Existing Credit Agreement and is not intended to be subject to all or operate as a novation or an accord and satisfaction of the terms Existing Credit Agreement or the indebtedness, obligations and conditions liabilities of the Deposit Agreement in all respects, provided, however, that Borrower or any term of the Deposit Agreement that prejudices any substantial existing right of holders Guarantor evidenced or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofprovided for thereunder.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, The American depositary receipts issued prior to the date hereof and outstanding under the terms of the Original Deposit Agreement shall, from and outstanding as of after the date hereof, which do not reflect evidence the form of ADR attached hereto as Exhibit A, do not right to receive ADSs issued under this Deposit Agreement and will need to be called surrendered to the Depositary in exchange for ADSs and only upon such exchange and may remain outstanding until shall the holder thereof of such time American depositary receipts be entitled to exercise the rights as the Holders thereof choose to surrender them for any reason a Holder of ADSs under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares Woori ADSs outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” Woori ADSs and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, need to exchange surrender their American depositary receipts for one or more ADR(s) issued pursuant to the Depositary in exchange for the corresponding ADSs issued under this Deposit Agreement in order to exercise their rights under this Deposit Agreement. Holders and Beneficial Owners (in each case within the meaning given to such terms in the Original Deposit Agreement) of American depositary shares Woori ADSs issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term respects only upon the exchange of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares Woori ADSs for ADSs issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofhereunder.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to, and shall be subject to all of the terms and conditions of of, the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices amends the Original Deposit Agreement to impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of holders or beneficial owners of American depositary shares issued under “Owners” (as defined in the Original Deposit Agreement Agreement) shall not become effective as to Holders and Beneficial Owners such “Owners” as to outstanding American depositary shares until the expiration of thirty (30) days after notice of the amendments effectuated effected by the Deposit Agreement shall have been given to holders such “Owners” of ADSs American depositary shares outstanding under the Original Deposit Agreement as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to hereof must be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to must exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary (a) Effective as of the Closing Date, (i) the Lenders hereby authorize, as the Lenders under the Existing CONSOL Credit Agreement, the assumption by the Borrower of the Indebtedness of CNX Gas under the Existing CNX Gas Credit Agreement, (ii) pursuant to payoff letters executed by CNX Gas, the commitments under the Existing CNX Gas Credit Agreement have been terminated, (iii) for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower hereby assumes the Indebtedness of CNX Gas under the Existing CNX Gas Credit Agreement, (iv) the Borrower, the Administrative Agent, each Issuing Lender and each Lender confirm and agree that all Existing Letters of Credit originally issued under the Existing CNX Gas Credit Agreement will be deemed issued and outstanding under this Agreement and will be governed as if issued under this Agreement and each Lenders shall arrange to have new ADRs printed that reflect the form of ADR attached participate to the Deposit extent of its Ratable Share in the Existing Letters of Credit in accordance with Section 2.10.1(a) [Issuance of Letters of Credit], (v) the obligations to the extent arising from transactions under Specified Swap Agreements and Other Lender Provided Financial Service Product (each as defined in the Existing CNX Gas Credit Agreement. All ADRs issued ) existing on the Closing Date between a Lender or an Affiliate of a Lender under the Existing CNX Gas Credit Agreement and CNX Gas shall be Specified Swap Agreements and Other Lender Provided Financial Service Products hereunder; provided that if the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product ceases to be the Administrative Agent, a Lender hereunder after or an Affiliate of the date hereofAdministrative Agent or a Lender hereunder, whether Specified Swap Agreements and Other Lender Provided Financial Service Product shall only include such obligations to the extent arising from transactions entered into at the time such counterparty was the Administrative Agent or a Lender hereunder or an Affiliate of the Administrative Agent or a Lender hereunder, and (vi) each Lender waives, as a Lender under the Existing CNX Gas Credit Agreement, as applicable, any requirements for notice of prepayment of outstanding loans and notice of termination of commitments under the Existing CNX Gas Credit Agreement and any amount payable upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued termination prior to the date hereof last day of an existing Interest Period of existing Loan bearing interest at the LIBOR Rate Option under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Existing CNX Gas Credit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” evidenced by ADRs and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty sixty (3060) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary Depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof may choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (iI) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs ADRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.and

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to such Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs such American depositary shares outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement as promptly as reasonably practicable following effectiveness of this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, irrespective of whether such Holders exchange their American depositary receipts issued under the Original Deposit Agreement for one or more ADR(s) issued pursuant to this Deposit Agreement; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty three (303) days months after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipts attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipts attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders owners (as defined in the Original Deposit Agreement) of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders owners (as defined in the Original Deposit Agreement) of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners (in each case within the meaning given to such terms in the Original Deposit Agreement) of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to, and be subject to all of the terms and conditions of of, the Deposit Agreement in all respects, ; provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders owners or beneficial owners (within the meaning given to such terms in the Original Deposit Agreement) of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders Holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached undersigned Lenders, to the Deposit Agreement. All ADRs issued hereunder after extent a party to the date hereofExisting Revolving Credit Agreement (the “Existing Lenders”), whether upon agree and acknowledge that in connection with the deposit amendment and restatement of Shares or other Deposited Securities or upon the transferExisting Revolving Credit Agreement pursuant hereto, combination or split-up the Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of existing ADRs, shall be substantially “Revolving Loans” (as defined in the form of the specimen ADR attached as Exhibit A hereto. HoweverExisting Revolving Credit Agreement, American depositary receipts issued but not any interest accrued thereon prior to the date hereof Effective Date or any accrued facility fees under the terms Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Original Deposit Agreement Existing Revolving Credit Agreement) and outstanding the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the date hereofEffective Date, which do not reflect and (ii) participations in any outstanding “Letters of Credit” (as defined in the form Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement, including the Letter of ADR Credit listed on Schedule III attached hereto as Exhibit A, do not need (the “Existing Letters of Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be called drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason Existing Revolving Credit Agreement) under the Deposit Existing Revolving Credit Agreement. The Depositary is authorized , and directed to take any assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all actions deemed at the request of the Borrower, as may be necessary to effect the foregoing. The Company , and each Existing Lender hereby instructs the Depositary waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (ib) promptly send notice each Existing Letter of the execution Credit shall be deemed to be a Letter of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement Credit issued hereunder as of the date hereof and (ii) inform holders Effective Date for all purposes hereof. Each of American depositary shares issued as “certificated American depositary shares” and outstanding the undersigned Existing Lenders, waives any requirement under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Existing Revolving Credit Agreement that prejudices notice with respect to any substantial existing right of holders such borrowing, prepayment or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofother transaction described in this Section 10.16 be given.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The As soon as practicable after the date of the Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Amended and Restated Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Amended and Restated Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Amended and Restated Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders “Holders” and Beneficial Owners “beneficial owners” of American depositary shares issued pursuant to the Original Amended and Restated Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, ; provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders “holders” or “beneficial owners owners” of American depositary shares issued under the Original Amended and Restated Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs GDRs printed that reflect the form of ADR GDR attached to the this Deposit Agreement. All ADRs GDRs issued hereunder after the date hereof, whether upon the deposit of Shares CPOs or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsGDRs, shall be substantially in the form of the specimen ADR GDR attached as Exhibit A hereto. However, American depositary receipts GDRs issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR GDR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American global depositary shares outstanding under receipts issued pursuant to the Original Old Deposit Agreement and outstanding as of the date hereof and (ii) inform holders of American global depositary shares receipts issued as “certificated American depositary shares” pursuant to the Old Deposit Agreement and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts GDRs for one or more ADR(sGDR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American global depositary shares receipts issued pursuant to the Original Old Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs GDRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American global depositary shares receipts issued under the Original Old Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs GDRs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners beneficial owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs ADRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days three months after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Owners and Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners beneficial owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached undersigned Lenders, to the Deposit Agreement. All ADRs issued hereunder after extent a party to the date hereofExisting Revolving Credit Agreement (the “Existing Lenders”), whether upon agree and acknowledge that in connection with the deposit amendment and restatement of Shares or other Deposited Securities or upon the transferExisting Revolving Credit Agreement pursuant hereto, combination or split-up the Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of existing ADRs, shall be substantially “Revolving Loans” (as defined in the form of the specimen ADR attached as Exhibit A hereto. HoweverExisting Revolving Credit Agreement, American depositary receipts issued but not any interest accrued thereon prior to the date hereof Effective Date or any accrued facility fees under the terms Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Original Deposit Agreement Existing Revolving Credit Agreement) and outstanding the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the date hereofEffective Date, which do not reflect and (ii) participations in any outstanding “Letters of Credit” (as defined in the form Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of ADR attached hereto as Exhibit A, do not need Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be called drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (a) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason Existing Revolving Credit Agreement) under the Deposit Existing Revolving Credit Agreement. The Depositary is authorized , and directed to take any assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all actions deemed at the request of the Borrower, as may be necessary to effect the foregoing. The Company , and each Existing Lender hereby instructs the Depositary waives any right to any reimbursement under Section 2.21 hereof with respect thereto, and (ib) promptly send notice each Existing Letter of the execution Credit shall be deemed to be a Letter of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement Credit issued hereunder as of the date hereof and (ii) inform holders Effective Date for all purposes hereof. Each of American depositary shares issued as “certificated American depositary shares” and outstanding the undersigned Existing Lenders, waives any requirement under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Existing Revolving Credit Agreement that prejudices notice with respect to any substantial existing right of holders such borrowing, prepayment or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.other transaction described in this Section 10.15 be given. [SIGNATURES BEGIN ON NEXT PAGE]

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Receivables Purchase Agreement as Exhibit A hereto. Howeverof such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by each of the Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by each of the Seller and the Servicer prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Receivables Purchase Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Receivables Purchase Agreement or the obligations and outstanding as liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the date hereofforegoing, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of Seller agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject references to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofthis Agreement.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts International GDRs issued prior to the date hereof under the terms of the Original International Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, shall, from and after the date hereof, be treated as ADRs issued hereunder and shall, from and after the date hereof, be subject to the terms hereof in all respects. Such outstanding International GDRs may, at the option of the holder, be exchanged for ADRs in the form contemplated hereby, but such outstanding International GDRs do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares International GDRs outstanding under the Original International Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and International GDRs outstanding under the Original International Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts International GDRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. The securities, property and cash delivered to the Custodian in respect of International GDS outstanding as of the date hereof under the International Deposit Agreement and defined as “Deposited Securities” thereunder, shall, for all purposes from and after the date hereof, be considered to be, and treated as, Deposited Securities hereunder in all respects. Holders and Beneficial Owners of American depositary shares International GDSs issued pursuant to the Original International Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and shall be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares International GDSs issued under the Original International Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof. The Rule 144A Deposit Agreement, the Rule 144A GDSs and the Rule 144A GDRs are not affected by this amendment and restatement of the International Deposit Agreement and the terms hereof do not apply thereto. The Company hereby notifies the Depositary, and the Depositary hereby acknowledges, that the Shares represented by the Rule 144A GDSs may be Restricted Securities.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Receivables Purchase Agreement as Exhibit A hereto. Howeverof such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by each of the Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by each of the Seller and the Servicer prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Receivables Purchase Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Receivables Purchase Agreement or the obligations and outstanding as liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the date hereofforegoing, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of Seller agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject references to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofthis Agreement. Section 14.22.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Credit Agreement as Exhibit A hereto. Howeverof such date and the Existing Credit Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Credit Agreement in any -134- Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Credit Agreement or the obligations and outstanding as liabilities of the date hereof, which do not reflect Borrower evidenced or provided for thereunder. Without limiting the form generality of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs , the Depositary to (i) promptly send notice of Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject references to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.this Agreement. [SIGNATURE PAGES TO FOLLOW]

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the this Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, hereof shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A (face) and Exhibit B (reverse) hereto. However, American depositary receipts Receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit AA and Exhibit B, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners beneficial owners of American depositary shares Receipts, or an interest therein, issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners beneficial owners of ADSs Receipts issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders Holders or beneficial owners of American depositary shares Receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners beneficial owners of Receipts until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders Holders of ADSs Receipts outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect This Agreement amends and restates in its entirety the form of ADR attached to the Deposit Original Credit Agreement. All ADRs issued hereunder after the date hereofrights, whether upon the deposit of Shares or other Deposited Securities or upon the transferbenefits, combination or split-up of existing ADRsindebtedness, shall be substantially in the form interest, liabilities and obligations of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior parties to the date hereof Original Credit Agreement are hereby amended, restated and superseded in their entirety according to the terms and provisions set forth herein. All “Obligations” under the terms of Original Credit Agreement, including without limitation (a) the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares Debt outstanding under the Original Deposit Credit Agreement and the Loan Documents (as of defined in the date hereof Original Credit Agreement; together with the Original Credit Agreement, the “Existing Loan Documents) and all accrued and unpaid interest thereon and (iib) inform holders of American depositary shares issued as “certificated American depositary shares” all accrued and outstanding unpaid fees under the Original Deposit Agreement as of the date hereof that they have the opportunityExisting Loan Documents, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit hereby renewed by this Agreement and outstanding as of the date hereof, shall, from and after the date hereofEffective Date, be deemed Holders governed by this Agreement and Beneficial Owners of ADSs issued pursuant and be subject to all the other Existing Loan Documents (other than such Existing Loan Documents that are being replaced as of the terms Effective Date with such amended and conditions restated Loan Documents described in this Agreement). Effective as of the Deposit Effective Date, all references to the Loan Agreement in any other Loan Document shall refer to this Agreement and all respects, provided, however, that references to terms defined in the Loan Agreement shall refer to such terms as defined in this Agreement. The other Existing Loan Documents and the existing Liens and security interests in the Collateral granted in the Original Credit Agreement and such other Existing Loan Documents are hereby continued and remain in full force and effect. This Agreement shall not result in or constitute a waiver of any term Default or Event of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued Default under the Original Deposit Credit Agreement or a release, discharge or forgiveness of any amount payable pursuant to the Original Credit Agreement, which such amounts are payable pursuant to the terms of this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not become effective as be deemed or construed to Holders and Beneficial Owners until thirty (30) days after notice be, a novation or release of the amendments effectuated Existing Loan Documents. All Schedules attached to the Original Credit Agreement are hereby replaced by the Deposit Agreement shall have been given Schedules attached to holders of ADSs outstanding as of the date hereofthis Agreement.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts International GDRs issued prior to the date hereof under the terms of the Original International Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, shall, from and after the date hereof, be treated as ADRs issued hereunder and shall, from and after the date hereof, be subject to the terms hereof in all respects. Such outstanding International GDRs may, at the option of the holder, be exchanged for ADRs in the form contemplated hereby, but such outstanding International GDRs do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares International GDRs outstanding under the Original International Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and International GDRs outstanding under the Original International Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts International GDRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. The securities, property and cash delivered to the Custodian in respect of International GDS outstanding as of the date hereof under the International Deposit Agreement and defined as "Deposited Securities" thereunder, shall, for all purposes from and after the date hereof, be considered to be, and treated as, Deposited Securities hereunder in all respects. Holders and Beneficial Owners of American depositary shares International GDSs issued pursuant to the Original International Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and shall be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares International GDSs issued under the Original International Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof. The Rule 144A Deposit Agreement, the Rule 144A GDSs and the Rule 144A GDRs are not affected by this amendment and restatement of the International Deposit Agreement and the terms hereof do not apply thereto. The Company hereby notifies the Depositary, and the Depositary hereby acknowledges, that the Shares represented by the Rule 144A GDSs may be Restricted Securities.

Amendment and Restatement. The As soon as practicable after the date of this Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Credit Agreement as Exhibit A hereto. Howeverof such date and the Existing Credit Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Credit Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Credit Agreement or the obligations and outstanding as liabilities of the date hereof, which do not reflect Borrower evidenced or provided for thereunder. Without limiting the form generality of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs , the Depositary to (i) promptly send notice of Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders and Beneficial Owners of ADSs issued pursuant and references to this Agreement. In Witness Whereof, the parties have caused this Agreement to be subject to all of the terms and conditions of the Deposit Agreement in all respectsexecuted by their respective officers thereunto duly authorized, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.first above written. Borrower: Runway Growth Finance Corp. By: Name: Title:

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrowers, the Agent and the Lenders hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon this Agreement, the transfer, combination or split-up terms and provisions of existing ADRs, the Existing Agreement shall be substantially and hereby are amended and restated in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement that prejudices any substantial existing right by this Agreement, the Borrowers shall continue to be liable to the Agent and the Existing Lender with respect to (and to the extent of) agreements on the part of holders or beneficial owners of American depositary shares issued the Borrowers under the Original Deposit Existing Agreement shall to indemnify and hold harmless the Agent and the Existing Lender from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lender may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not become effective as a payment of, the obligations of Borrowers under the Existing Agreement and is not intended to Holders and Beneficial Owners until thirty (30) days after notice constitute a novation of the amendments effectuated Existing Agreement. Except as otherwise selected by the Deposit Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall have been given to holders of ADSs all amounts outstanding and owing by Borrowers under the Existing Agreement as of the date Closing Date, as determined by the Lenders, shall constitute Base Rate Loans hereunder if such outstanding amounts were Base Rate Loans under the Existing Agreement, and shall constitute Eurodollar Rate Loans hereunder if such outstanding amounts were Eurodollar Rate Loans under the Existing Agreement. Except as otherwise provided for by the Borrowers by delivery to the Agent of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrowers under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement as promptly as reasonably practicable following effectiveness of this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, irrespective of whether such Holders exchange their American depositary receipts issued under the Original Deposit Agreement for one or more ADR(s) issued pursuant to this Deposit Agreement; provided, however, that any term of the this Deposit Agreement that materially prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners ADSs until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Deposit Agreement amends and restates the Original Deposit Agreement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the this Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, hereof shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts Old Receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders Owners thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary Back to (i) promptly send notice Contents Owners and Beneficial Owners of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunityOld Receipts, but are not requiredor an interest therein, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Old Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders Owners and Beneficial Owners of ADSs Receipts issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects. Back to Contents IN WITNESS WHEREOF, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders NEW WORLD DEVELOPMENT COMPANY LIMITED and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall DEUTSCHE BANK TRUST COMPANY AMERICAS have been given to holders of ADSs outstanding duly executed this agreement as of the day and year first set forth and all Owners shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof. NEW WORLD DEVELOPMENT COMPANY LIMITED By: /s/CHOW Xx-Xxxx, Xxxxxxxxx DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director By: /s/ Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: Vice President Back to Contents EXHIBIT A to AMENDED AND RESTATED DEPOSIT AGREEMENT American Depositary Shares (Each American Depositary Share represents two deposited Shares) AMERICAN DEPOSITARY RECEIPT evidencing AMERICAN DEPOSITARY SHARES representing ORDINARY SHARES AT PAR VALUE OF HK$1 EACH of NEW WORLD DEVELOPMENT COMPANY LIMITED (INCORPORATED UNDER THE LAWS OF HONG KONG) No. _____________________ Deutsche Bank Trust Company Americas as depositary (herein called the “Depositary”), hereby certifies that _______________________________________, or registered assigns IS THE OWNER OF ______________ AMERICAN DEPOSITARY SHARES representing deposited Ordinary Shares (hereinafter called “Shares”) of New World Development Company Limited, incorporated under the laws of Hong Kong (herein called the “Company”). At the date hereof., each American Depositary Share represents two Shares which are either deposited or subject to deposit under the deposit agreement at either Deutsche Bank AG, Hong Kong Branch. The Depositary’s Principal Office is located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to hereof must be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to must exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. This Agreement represents a full and complete amendment and restatement of the Credit Agreement dated as of September 9, 1997 (as amended, the "Existing Credit Agreement"), among the Borrower, NationsBank of Texas, N.A., predecessor in interest to the Administrative Agent, as administrative agent, and the Lenders named therein, which amended and restated the Credit Agreement dated as of August 13, 1996, among the Borrower, NationsBank of Texas, N.A., as administrative agent, Provident, as documentation agent, and the Lenders named therein. The Depositary Existing Credit Agreement is deemed replaced hereby as of the effectiveness of this Agreement. The indebtedness under such prior version of this Agreement continues under this Agreement (as reallocated among the Lenders in connection with the effectiveness of this Agreement) and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the prior version of this Agreement continues to support the indebtedness hereunder. Upon the effectiveness of this Agreement, all outstanding Advances shall be reallocated among the Lenders ratably in accordance with their Commitments. Amounts payable under the prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Administrative Agent shall arrange with the Borrower and the Lenders to have new ADRs printed that reflect the form of ADR attached prorate and ratably distribute to the Deposit Agreement. All ADRs issued hereunder after Administrative Agent and the date hereof, whether upon Lenders all amounts payable under the deposit prior version of Shares or other Deposited Securities or upon this Agreement for the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued periods prior to the date hereof under the terms effectiveness of the Original Deposit Agreement and outstanding this Agreement. THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the date hereoffirst above written. BORROWER: CARRIAGE SERVICES, which do not reflect the form of ADR attached hereto as Exhibit AINC. -71- By: -------------------------------------- Thomas C. Livengood, do not need to be called in for exchange Executive Vice Xxxxxxxxx and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit AgreementChief Financial Officer ADMINISTRATIVE AGENT: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx XXMMITMENT: LENDERS: NATIONSBANK, N.A. d/b/a BANK OF AMERICA, N.A. Commitment: $40,000,000 By: -------------------------------------- Craig S. Wall Senior Vice Pxxxxxxxx PROVIDENT SERVICES, INC. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to Commitment: $50,000,000 By: -------------------------------------- Daniel M. Chong Vice Presidxxx BANK ONE, TEXAS, NA Commitment: $40,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- FIRST UNION NATIONAL BANK Commitment: $20,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- CHASE BANK TEXAS, N.A. Commitment: $35,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- WELLS FARGO BANK (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunityTEXAS), but are not requiredNATIONAL XXXOCIATION Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- UNION BANK OF CALIFORNIA, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereofN.A. Commitment: $15,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SUNTRUST BANK, shallATLANTA Commitment: $25,000,000 By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- SOUTHWEST BANK OF TEXAS, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.N.A.

Amendment and Restatement. The Depositary shall arrange This Agreement amends and restates the Original Credit Agreement and is not intended to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares be or other Deposited Securities operate as a novation or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms an accord and satisfaction of the Original Deposit Credit Agreement or the Obligations of the Borrower and the Guarantors evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Borrower and the Guarantors agree that notwithstanding the execution and delivery of this Agreement and outstanding the Security Agreement, the Liens previously granted to the Agent pursuant to the Collateral Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the Borrower and the Guarantors thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s and the Guarantors’ indebtedness, Obligations and liabilities to the Administrative Agent and the Lenders under the Original Credit Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for by the Collateral Documents as to the indebtedness, Obligations and liabilities that would be secured thereby prior to giving effect hereto. This Amended and Restated Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date hereoffirst above written. “BORROWER” DG FASTCHANNEL, which do not reflect the form of ADR attached hereto INC. By Oxxx X. Xxxxxxxx, Chief Financial Officer and Secretary “GUARANTOR” PATHFIRE, INC. By Oxxx X. Xxxxxxxx, President “ADMINISTRATIVE AGENT AND L/C ISSUER “ BANK OF MONTREAL, as Exhibit AL/C Issuer and as Administrative Agent By Name Title “LENDERS” BMO CAPITAL MARKETS FINANCING INC. By Name Title FIRST TENNESSEE BANK NATIONAL ASSOCIATION By Name Title WXXXXXX BANK, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunityNATIONAL ASSOCIATION By Name Title WACHOVIA BANK, but are not requiredNATIONAL ASSOCIATION By Name Title BANK OF THE WEST By Name Title FIRST BANK By Name Title CITIBANK, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.N.A. By Name Title FIFTH THIRD BANK By Name Title

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrower the Lender hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon this Agreement, the transfer, combination or split-up terms and provisions of existing ADRs, the Prior Credit Agreement shall be substantially and hereby are amended and restated in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit terms and provisions of the Prior Credit Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Prior Credit Agreement by this Agreement, the Borrower shall continue to be liable to NationsBank with respect to agreements on the part of the Borrower under the Prior Credit Agreement to indemnify and hold harmless NationsBank from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which NationsBank may be subject arising in connection with the Prior Credit Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrower under the Prior Credit Agreement and is not intended to constitute a novation of the Prior Credit Agreement. Except as otherwise selected by the Borrower by delivery of a Borrowing Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement all respectsamounts outstanding and owing by Borrower under the Prior Credit Agreement as of the Closing Date, providedas determined by the Lender, shall constitute Advances hereunder accruing interest (a) with respect to LIBOR Loans under the Prior Credit Agreement, at the LIBOR Rate hereunder and (b) with respect to Base Rate Loans under the Prior Credit Agreement, at the Base Rate hereunder. The parties hereto agree that all LIBOR Rate Loans outstanding under the Prior Credit Agreement on the Closing Date shall continue as LIBOR Rate Loans hereunder without any compensation pursuant to SECTION 4.4 hereof being due to the Lender. Except as otherwise provided for by the Borrower by delivery to the Issuing Bank of an Application and Agreement for Letters of Credit prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement (x) all Documentary Letters of Credit issued for the account of the Borrower or any of its Subsidiaries under the Prior Credit Agreement as of the Closing Date shall constitute Documentary Letters of Credit hereunder, and (y) all Standby Letters of Credit issued for the account of the Borrower or any of its Subsidiaries under the Prior Credit Agreement as of the Closing Date shall constitute Standby Letters of Credit hereunder; PROVIDED, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofClosing Date the Letter of Credit Outstandings shall not exceed the Total Letter of Credit Commitment.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrowers, the Administrative Agent and the Lenders hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon the transferthis Agreement, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms and provisions of the Original Deposit Agreement shall be and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called hereby are amended and restated in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Original Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement that prejudices any substantial existing right by this Agreement, the Borrowers shall continue to be liable to the Administrative Agent and the Existing Lenders with respect to agreements on the part of holders or beneficial owners the Borrowers under Section 11.11 of American depositary shares issued the Original Agreement to indemnify and hold harmless the Administrative Agent and the Existing Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Existing Lenders may be subject arising in connection with the Original Agreement. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrowers under the Original Deposit Agreement shall and is not become effective as intended to Holders and Beneficial Owners until thirty (30) days after notice constitute a novation of the amendments effectuated Original Agreement. Except as otherwise selected by the Deposit Borrowers by delivery of a Borrowing Notice or interest rate selection notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall have been given to holders of ADSs all amounts outstanding and owing by Borrowers under the Original Agreement as of the date hereofClosing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The Borrowers shall furnish to the Administrative Agent a notice pursuant to Section 2.11 for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. This Agreement shall become effective upon the execution of the Agreement by the Borrowers, the Agent and the Required Lenders and the satisfaction of the conditions set forth in Section 5.01.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect This Agreement amends, restates and supersedes in its entirety the form Original Agreement. Notwithstanding the amendment and restatement of ADR attached the Original Agreement by this Agreement, except to the Deposit Agreement. All ADRs issued hereunder after extent modified by the express terms and provisions of this Agreement or the other Repurchase Documents: (a) each Transaction outstanding on the date hereofhereof under the Original Agreement shall continue in effect as a Transaction hereunder, whether upon the deposit of Shares without any transfer, conveyance, diminution, forbearance, forgiveness or other Deposited Securities modification thereto or upon effect thereon occurring or being deemed to occur by reason of the transfer, combination or split-up amendment and restatement of existing ADRs, the Original Agreement hereby and (b) Seller shall continue to be substantially liable to Buyer for (i) all "Repurchase Obligations" (under and as defined in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior Original Agreement) accrued to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders all agreements on the part of American depositary shares issued as “certificated American depositary shares” and outstanding Seller under the Original Deposit Agreement to indemnify Buyer in connection with events or conditions arising or existing prior to the effective date of this Agreement. This Agreement is given in substitution for the Original Agreement and not as payment of any of the date hereof that they have obligations of Seller thereunder, and this Agreement and the opportunity, but Transaction contemplated hereunder are not requirednor are they in any way intended to and should not be construed to constitute a novation of the Original Agreement. Upon the effectiveness of this Agreement, each reference to exchange their American depositary receipts for one the Original Agreement in any other Repurchase Document, or more ADR(s) issued document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to this Agreement unless the context otherwise requires. Upon the effectiveness of this Agreement, the terms of this Agreement shall govern all aspects of the Facility represented by the Original Agreement, including, without limitation, the eligibility of Purchased Assets purchased under the Original Agreement and any settlements to be made with respect thereto. Seller hereby reaffirms all security interests granted by it pursuant to the Deposit AgreementRepurchase Documents. Holders It is the intention and Beneficial Owners agreement of American depositary shares issued pursuant to each of the Original Deposit parties hereto that (A) the perfection and priority of all security interests securing the payment of the Repurchase Obligations under this Agreement and outstanding as of the date hereofother Repurchase Documents are preserved, shall, from (B) the Liens and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued security interests granted under the Original Deposit Agreement and this Agreement and the other Repurchase Documents shall not become effective as continue in full force and effect without modification, interruption, lapse, termination or limitation, and (C) any reference to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Repurchase Agreement in any Repurchase Documents shall have been given be deemed to holders of ADSs outstanding as of the date hereofreference this Agreement.

Amendment and Restatement. (a) The Depositary shall arrange to have new ADRs printed Borrowers, the Administrative Agent and the Lenders hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon this Agreement, the transfer, combination or split-up terms and provisions of existing ADRs, the Existing Credit Agreement shall be substantially and hereby are amended and restated in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Existing Credit Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Credit Agreement by this Agreement, the Company and all other obligors shall continue to be liable to the Administrative Agent and the Lenders with respect to agreements on the part of the Company and all other obligors, respectively, under the Existing Credit Agreement to pay all principal, interest, fees and other amounts that prejudices any substantial existing right have accrued on or before the date hereof and to indemnify and hold harmless the Administrative Agent and the Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Credit Agreement and as to which the Company or such obligors, as the case may be, have agreed under the Existing Credit Agreement to indemnify and hold harmless the Administrative Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the obligations of holders or beneficial owners the Borrowers under the Existing Credit Agreement and is not intended to constitute a novation of American depositary shares the Existing Credit Agreement. Indebtedness (other than with respect to Competitive Loans) evidenced by the notes issued under the Original Deposit Existing Credit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days be allocated proportionally among the Lenders based on their respective Commitments in order that after notice giving effect thereto Lenders shall have outstanding loans representing their portion of the amendments effectuated aggregate Commitment, as described on SCHEDULE 2.1 and the Lenders shall make appropriate payments to each other in order to accomplish such reallocation. On the Closing Date all outstanding principal of all Eurodollar Loans then outstanding under the Existing Credit Agreement shall be deemed to have been prepaid and, except as otherwise selected by the Deposit Borrowers by delivery of a Borrowing Notice on or prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall have been given to holders of ADSs all amounts outstanding and owing by the Company under the Existing Credit Agreement as of the date hereofClosing Date shall, solely for purposes of Section 2.16, constitute ABR Borrowings. Upon its receipt of a Note hereunder, each Lender will promptly return to the Borrowers, marked "Cancelled" or "Replaced", any notes of the Borrowers held by such Lender pursuant to the Existing Credit Agreement. By execution or acknowledgment of this Agreement all parties hereto agree that each of the other Loan Documents is hereby amended such that all references to the Existing Credit Agreement and the Loans thereunder shall be deemed to refer to this Amended and Restated Credit Agreement and the continuation of the Loans hereunder.

Amendment and Restatement. The Depositary shall arrange to This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Xxxxxxxx (as the same may have new ADRs printed that reflect the form of ADR attached been amended prior to the Deposit date hereof) (the “Existing Credit Agreement”). The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of this Agreement. All ADRs issued Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder after (each an “Exiting Lender”). The Administrative Agent, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Xxxxxx’s adjustment of, and each Existing Xxxxxx’s assignment of, an interest in the commitments and the Existing Xxxxxxx’ partial assignments of their respective commitments. On ​ 117 ​ the date hereof, whether upon and after giving effect to such reallocations, adjustments, assignments and decreases, the deposit Commitment of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, each Lender shall be substantially in as set forth on Schedule 2.01A. The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the form revised pro rata shares resulting from the initial allocation of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof Lenders’ commitments under the terms of the Original Deposit Existing Credit Agreement and outstanding after adjustment as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in provided for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit by this Agreement. The Depositary is authorized Borrower and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding each Lender party hereto that was a “Lender” under the Original Deposit Existing Credit Agreement hereby agrees and this Section 9.20, and any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower shall be deemed approved assignment forms as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding required under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Existing Credit Agreement. Holders and Beneficial Owners ​ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND XXXXXXX AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ​ [Signature Pages Follow] ​ 118 ​ EXHIBIT D ​ Interest Election Request ​ [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit D ​ EXHIBIT F ​ Form of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofBorrowing Request [See attached.] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit F

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipts attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. The American depositary receipts issued and outstanding under the terms of the Original Deposit Agreement shall, from and after the date hereof, evidence the right to receive ADSs and will need to be transferred to the Depositary in exchange for ADSs and only upon such exchange shall the holder thereof of such ADRs be entitled to exercise the rights as a Holder of ADSs under this Deposit Agreement. However, subject to the foregoing and applicable laws, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders "Holders" (as defined in the Original Deposit Agreement) of American depositary shares Kookmin ADSs outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders "Holders" (as defined in the Original Deposit Agreement) of American depositary shares Kookmin ADSs issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have need to transfer their Kookmin ADSs and the opportunity, but are not required, to exchange their applicable American depositary receipts for one or more ADR(s(if any) issued pursuant to the Depositary in exchange for ADSs in order to exercise their rights under this Deposit Agreement. Holders and Beneficial Owners (in each case within the meaning given to such terms in the Original Deposit Agreement) of American depositary shares Kookmin ADSs issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, shall be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term only upon the exchange of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares Kookmin ADSs to ADSs issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofhereunder.

Amendment and Restatement. The Depositary On the Restatement Date, the Existing Repurchase Agreement shall arrange to have new ADRs printed that reflect the form of ADR attached be amended and restated in its entirety by this Agreement and (a) all references to the Deposit AgreementExisting Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. All ADRs issued hereunder This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the date hereofRestatement Date, whether upon (a) the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Existing Repurchase Agreement shall be substantially in of no further force and effect except as amended and restated hereby and except to evidence (i) the form incurrence by Seller of the specimen ADR attached “Repurchase Obligations” under and as Exhibit A hereto. Howeverdefined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), American depositary receipts issued (ii) the representations and warranties made thereunder by Seller prior to the date hereof under Restatement Date (other than the terms of Citi Asset Representations made by Seller therein with respect to the Original Deposit Agreement Initial Transaction Asset) and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need (iii) any action or omission performed or required to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued performed pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant Existing Repurchase Agreement prior to the Original Deposit Agreement Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of (b) the terms and conditions of the Deposit this Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued and rights and remedies under the Original Deposit Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Repurchase Agreement. Until the Restatement Date, the Existing Repurchase Agreement shall not become effective as to Holders remain in full force and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofeffect, in accordance with its terms.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that materially prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrowers, the Agent and the Lenders ------------------------- hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon the transferthis Agreement, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms and provisions of the Original Deposit Agreement shall be and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called hereby are amended and restated in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Original Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement that prejudices any substantial existing right by this Agreement, the Borrowers shall continue to be liable to the Agent and the Original Lenders with respect to agreements on the part of holders or beneficial owners of American depositary shares issued the Borrowers under the Original Deposit Agreement shall to indemnify and hold harmless the Agent and the Original Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Original Lenders may be subject arising in connection with the Original Agreement. This Agreement is given as a substitution of, and not become effective as a payment of, the obligations of Borrower under the Original Agreement and is not intended to Holders and Beneficial Owners until thirty (30) days after notice constitute a novation of the amendments effectuated Original Agreement. On the Closing Date a portion of the indebtedness evidenced by the Deposit Agreement Original Notes shall be repaid with a portion of the proceeds of the Senior Subordinated Notes, such repayment to be allocated among the Original Lenders in order that after giving effect thereto Lenders shall have been given the Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as the case be, described on Exhibit A. Except as otherwise selected by BREED --------- on behalf of the Borrowers by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to holders the Closing Date in accordance with the terms hereof, upon the effectiveness of ADSs this Agreement all amounts outstanding and owing by Borrowers under the Original Agreement as of the date hereofClosing Date, less amounts repaid with the proceeds of the Senior Subordinated Notes, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Original Agreement on the Closing Date shall be terminated, the Original Lenders shall grant a one-time waiver of any payments required under Section 6.5 to the ----------- Lenders and the Borrowers shall furnish to the Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as hereof. “certificated American depositary sharesOwners” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners “Owners” of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners “Owners” until thirty ninety (3090) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders Owners of ADSs American depositary shares outstanding as of the date hereof.

Amendment and Restatement. This Deposit Agreement amends and restates the Prior Deposit Agreement in its entirety to consist exclusively of this Deposit Agreement, and Receipts issued hereunder ("Prior Receipts") are hereby deemed amended and restated to substantially conform to the Form of Receipt set forth in Exhibit A annexed hereto, except that, to the extent any portion of such amendment and restatement would prejudice any substantial existing right of Holders of Prior Receipts, such portion shall not become effective as to such Holders with respect to such Prior Receipts until thirty (30) days after such Holders shall have received notice thereof in accordance with Section 6.01, such notice to be conclusively deemed given upon the mailing to such Holders of notice of such amendment and restatement which notice contains a provision whereby such Holders can receive a copy of the Form of Receipt. The Depositary agrees to promptly notify Holders of the same. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the this Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under and outstanding as of the Original Deposit Agreement date hereof shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. This Agreement represents a full and complete amendment and restatement of the Credit Agreement dated as of August 13, 1996 (the "Existing Credit Agreement"), among the Borrower, the Agent, as administrative agent, Provident, as documentation agent, and the Lenders named therein, and that prior version is deemed replaced hereby as of the effectiveness of this Agreement. The Depositary indebtedness under such prior version of this Agreement continues under this Agreement (as reallocated among the Lenders in connection with the effectiveness of this Agreement) and the execution of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All support for the indebtedness under the prior version of this Agreement continues to support the indebtedness hereunder. Upon the effectiveness of this Agreement, all outstanding Advances shall be reallocated among the Lenders ratably in accordance with their Commitments. Amounts payable under the prior version of this Agreement shall accrue thereunder until the effectiveness of this Agreement and the Agent shall arrange with the Borrower and the Lenders to have new ADRs printed that reflect the form of ADR attached prorate and ratably distribute to the Deposit Agreement. All ADRs issued hereunder after Agent and the date hereof, whether upon Lenders all amounts payable under the deposit prior version of Shares or other Deposited Securities or upon this Agreement for the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued periods prior to the date hereof under the terms effectiveness of the Original Deposit Agreement and outstanding this Agreement. THE BORROWER, THE LENDERS, THE ISSUING LENDER AND THE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED as of the date hereoffirst above written. BORROWER: CARRIAGE SERVICES, which do not reflect the form of ADR attached hereto INC. By:_______________________________________ Thomas C. Livengood, Executive Vice Xxxxxxxxx xnd Chief Financial Officer AGENT: NATIONSBANK OF TEXAS, N.A., as Exhibit AAgent By:_______________________________________ Albert L. Welch Vice Presidxxx XXXXXXXXXT: LENDERS: NATIONSBANK OF TEXAS, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit AgreementN.A., By: ______________________________________ $40,000,000 Albert L. Welch Vice Presidxxx $00,000,000 PROVIDENT SERVICES, INC. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoingBy: ______________________________________ Daniel M. Chong Vice Presidxxx $25,000,000 BANK ONE, TEXAS, NA By: ______________________________________ H. Gale Smith Vice President $00,000,000 CIBC INC. The Company hereby instructs the Depositary to By: ______________________________________ Chris Kleczkowski Director, XXXX Xxxx Xxxxx Securities Corp., AS AGENT $15,000,000 CORESTATES BANK, N.A. By: ______________________________________ Geoffrey Smith Commercial Oxxxxxx $00,000,000 TORONTO DOMINION (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunityTEXAS), but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit AgreementINC. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.By: Name: Title: ============ $150,000,000 TOTAL COMMITMENTS

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR Receipt attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders Owners thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) ADRs issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders Owners and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders Owners and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs GDRs printed that reflect the form of ADR GDR attached to the Deposit this Agreement. All ADRs GDRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsGDRs, shall be substantially in the form of the specimen ADR GDR attached as Exhibit A hereto. However, American Global depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR GDR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit this Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit this Agreement to all holders of American global depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American global depositary shares issued as “certificated American global depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American Global depositary receipts for one or more ADR(sGDR(s) issued pursuant to the Deposit this Agreement. Holders and Beneficial Owners of American global depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs GDSs issued pursuant and be subject to all of the terms and conditions of the Deposit this Agreement in all respects, provided, however, that any term of the Deposit this Agreement that prejudices any substantial existing right of holders or beneficial owners of American global depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit this Agreement shall have been given to holders of ADSs GDSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts International GDRs issued prior to the date hereof under the terms of the Original International Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, shall, from and after the date hereof, be treated as ADRs issued hereunder and shall, from and after the date hereof, be subject to the terms hereof in all respects. Such outstanding International GDRs may, at the option of the holder, be exchanged for ADRs in the form contemplated hereby, but such outstanding International GDRs do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares International GDRs outstanding under the Original International Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and International GDRs outstanding under the Original International Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts International GDRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. The securities, property and cash delivered to the Custodian in respect of International GDS outstanding as of the date hereof under the International Deposit Agreement and defined as "Deposited Securities" thereunder, shall, for all purposes from and after the date hereof, be considered to be, and treated as, Deposited Securities hereunder in all respects. Holders and Beneficial Owners of American depositary shares International GDSs issued pursuant to the Original International Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and shall be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares International GDSs issued under the Original International Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof.. The Rule 144A Deposit Agreement, the Rule 144A GDSs and the Rule 144A GDRs are not affected by this amendment and restatement of the International Deposit Agreement and the terms hereof do not apply thereto. The Company hereby notifies the Depositary, and the Depositary hereby acknowledges, that the Shares represented by the Rule 144A GDSs may be Restricted Securities. 42

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders Owners thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(sReceipt(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders Owners and Beneficial Owners of ADSs American Depositary Shares issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders Owners and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs American Depositary Shares outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to, and shall be subject to all of the terms and conditions of of, the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices amends the Original Deposit Agreement to impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of holders or beneficial owners of American depositary shares issued under “Owners” (as defined in the Original Deposit Agreement Agreement) shall not become effective as to Holders and Beneficial Owners such “Owners” as to outstanding American depositary shares until the expiration of thirty (30) days 30)days after notice of the amendments effectuated effected by the Deposit Agreement shall have been given to holders such “Owners” of ADSs American depositary shares outstanding under the Original Deposit Agreement as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipts attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipts attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(sReceipt(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, irrespective of whether such Holder exchange their American depositary receipts issued under the Original Deposit Agreement for one or more ADR(s) issued pursuant to the Deposit Agreement, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and the First Amended and Restated Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement and the First Amended and Restated Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement and the First Amended and Restated Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and the First Amended and Restated Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement and the First Amended and Restated Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof. {The remainder of this page is intentionally left blank.}

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.. IN WITNESS WHEREOF, KXXXXXXX XXXXX DE MEXICO, S.A.B. DE C.V. and CITIBANK, N.A. have duly executed the Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in accordance with the terms hereof, or upon acquisition of any beneficial interest therein. KXXXXXXX XXXXX DE MEXICO, S.A.B. DE C.V. By:_______________________________ Name: Title: CITIBANK, N.A. By:_______________________________ Name: Title: EXHIBIT A [FORM OF ADR] Number CUSIP NUMBER: _______ _____________ American Depositary Shares (each American Depositary Share representing five (5) CPOs, each CPO representing one (1) Series A Common Share) AMERICAN DEPOSITARY RECEIPT FOR AMERICAN DEPOSITARY SHARES representing CERTIFICADOS DE PARTICIPACION ORDINARIOS (“CPOs”), EACH CPO REPRESENTING ONE (1) SERIES A COMMON SHARE of KXXXXXXX XXXXX DE MEXICO, S.A.B. DE C.V. (Incorporated under the laws of the United Mexican States) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing CPOs, each CPO representing one (1) Series A Common Share (the “Shares”), of Kxxxxxxx Xxxxx de Mexico, S.A.B. de C.V., a corporation incorporated under the laws of the United Mexican States (the “Company”). As of the date of the Deposit Agreement (as hereinafter defined), each ADS represents the right to receive five (5) CPOs, each CPO representing one (1) Series A Common Share deposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is Citi Banamex (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form Holders and Beneficial Owners of ADR attached ADSs issued pursuant to the Original Deposit AgreementAgreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to, and be subject to all of the terms and conditions of, this Deposit Agreement in all respects, provided, however, that any term of this Deposit Agreement that materially prejudices any substantial existing right of holders or beneficial owners of ADSs issued under the Original Deposit Agreement shall not become effective as to outstanding ADSs until thirty (30) days after notice of the amendments effected by this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof. The Company hereby instructs the Depositary to promptly send notice of the amendments effected by the Deposit Agreement to all holders of ADSs outstanding under the Original Deposit Agreement as of the date hereof. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts ADRs issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding outstanding, subject to all of the terms and conditions of this Deposit Agreement, until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs ADRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect Upon satisfaction with each of the form conditions set forth in Sections 4.1 and 4.2 (except any condition the performance of ADR attached which has been waived as a condition to the Deposit initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement. All ADRs issued hereunder after the date hereof), whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, this Agreement shall be substantially deemed to amend and restate in its entirety the form of Existing Agreement, at which time (the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement "Effective Time") each Lender and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company each Restricted Person hereby instructs the Depositary to agrees that (i) promptly send notice the Percentage Share of each Lender shall be as set forth in the execution of definition to this Agreement, (ii) the Deposit Agreement to all holders of American depositary shares Loans outstanding under the Original Deposit Existing Agreement as and all accrued and unpaid interest thereon, all letters of the date hereof and (ii) inform holders of American depositary shares credit issued as “certificated American depositary shares” and outstanding under the Original Deposit Existing Agreement and reimbursement obligations with respect thereto, and all accrued and unpaid fees and expenses under the Existing Agreement (the "Outstanding Obligations") shall be deemed to be outstanding under and governed by this Agreement, and (iii) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement. At the Effective Time, the Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Existing Agreement) as shall be necessary to repay in full all Exiting Lenders and to provide for Loans by each Lender in the amount of its new Percentage Share of all Loans as of the date hereof that they have Effective Time. At the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant Effective Time the liability of Resources in respect to the Deposit Outstanding Obligations (including any liability of Resources under its Guaranty thereof and the liability of PMTI under the Existing Agreement. Holders , Notes or other Loan Documents, as defined in the Existing Agreement, and Beneficial Owners the liability of American depositary shares issued pursuant PLX Crude Lines Inc. and Plains Terminal & Transfer Corporation under their Guaranties which had been assumed by Resources), and any Lien securing such Outstanding Obligations upon any assets or properties of Resources retained by Resources after giving effect to the Original Deposit Agreement Contribution Agreement, shall be terminated and outstanding released in full. At Resources expense, each Lender and Administrative Agent agrees to execute such documents and file such releases as of Resources shall reasonable request to further memorialize the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofforegoing.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrower, the Agents and the Lenders hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon the transferthis Agreement, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms and provisions of the Original Deposit Agreement shall be and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called hereby are amended and restated in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Original Agreement, except as otherwise provided in the next paragraph, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Original Agreement that prejudices any substantial existing right by this Agreement, the Borrower shall continue to be liable to the Original Agent and the Original Lenders with respect to agreements on the part of holders or beneficial owners of American depositary shares issued the Borrower under the Original Deposit Agreement shall not become effective as to Holders indemnify and Beneficial Owners until thirty (30) days after notice hold harmless the Original Agent and the Original Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Original Agent and the Original Lenders may be subject arising in connection with the Original Agreement. All security interests heretofore created in favor of the amendments effectuated Collateral Agent for the benefit of the Original Lenders shall continue in full force and effect and shall continue to secure payment of all of the Obligations. This Agreement is given as a substitution of, and not as a payment of, the obligations of Borrower under the Original Agreement and is not intended to constitute a novation of the Original Agreement. Except as otherwise selected by the Deposit Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall have been given to holders of ADSs all amounts outstanding and owing by Borrower under the Original Agreement as of the date hereofClosing Date, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Original Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Loans outstanding under the Original Agreement on the Closing Date shall be terminated, the Original Lenders shall grant a one-time waiver of any payments required under Section 2.6.3 of the Original Agreement to the Lenders and the Borrower shall furnish to the Administrative Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners "Owners" of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs ADRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange No amendment to have new ADRs printed that reflect note under this amended by charging interest on or under any other related to existing note at once it relates. Answer a promissory notes are not preclude the form amended by any collateral or otherwise modify the private individuals occasionally need to. Person of ADR attached in general assignment for treaty benefit of creditors, or spell failure by foreign Person generally to disclose its debts as such debts become due, or the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit taking of Shares or other Deposited Securities or upon the transfer, combination or split-up counsel by such remark in furtherance of existing ADRs, shall be substantially in the form knot of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs Note as a result of any default by the Depositary Borrower and such costs will be added to (i) promptly send notice the principal then outstanding and shall be due and payable by the Borrower to the Lender immediately upon demand of the Lender. Each party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with the Deposit terms and provisions hereof. The terms waiting this Note please be construed and governed in all respects by the laws of some State of Delaware, without handcuffs to principles of conflict of laws. Collateral and amended note for basic repayment can be paid, promissory note or permitted by contract. Approved Spending Plan set forth in the Appendix A to the Note Purchase Agreement, without the prior written approval of the Holder. In practice, consent could occur by simply asking the business customer whether they would like to receive their documents via email or by conducting business via email. No amendment no work environment and amended note or promissory notes over a sample size of any lien or to have waived to principal amount of a second to. There easily the possibility that the threat of tongue action high enough sleep make the borrower fulfill the breadth of tenant agreement, were if found, then you must especially on to dive next step. Section of note shall hold in favor of paid. Company and the Holder named therein. The headings or titles of the sections of this Note are intended for ease of reference only and shall have no effect whatsoever on the construction or interpretation of any provision of this Note. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. Student Loan Purchase land for SPV Funding Note Issuers. Promissory note issuers delivered and costs to any court samples available funds, provisions to pay, transfer agent in such period commencing with collateral is a perfected security. Security Agreement to shall include all holders of American depositary shares outstanding obligations arising under the Original Deposit Agreement as Notes. Secured promissory notes in immediately credited for a sample and. Xxxxxxx has lectured on a range of corporate and banking topics and has conducted training programs relating to the sale of goods and various loan and bank services. Company, any of its subsidiaries or their respective properties, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as properties or assets of the date hereof Company or its subsidiaries. Other disposition of amendments on such state court sample size. Payments on the note that they usually applied first toward after interest with some remainder applied toward the principal amount. NEOMED nor Mercy have provided tax advice concerning the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders tax ramifications of accepting a Scholarship and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of this Agreement. Borrower and all sureties, guarantors and endorsers hereof, waive presentment, protest and demand, virtue of protest, demand and dishonor and nonpayment of schedule Note. Should I use a Promissory Note or Loan Agreement? Uniform Commercial Code as enacted and in effect in as other jurisdiction solely for purposes on the Deposit Agreement provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. The sample of title company, and mortgages and conditions contained in all respects, provided, however, that any term of such threeyear period. References in the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement promissory notes are more particularly its subsidiaries to which this unusual and. Lender and amended note. Any amendment shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement request in a promissory note shall have been given to holders of ADSs outstanding as of the date hereof.be amended note but

Amendment and Restatement. The Depositary shall arrange This Guarantee is an amendment and restatement of that certain Guarantee Agreement dated November 28, 2006, by each of the Subsidiaries of the Borrower party thereto in favor of the Administrative Agent under that certain Credit Agreement dated November 28, 2006, by and among the Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and the lenders party thereto. END OF TEXT EXHIBIT 1.01B FORM OF PROMISSORY NOTE Exhibit 1.01B-1 Exhibit 1.01B AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $ November ___, 2009 FOR VALUE RECEIVED, the undersigned, SERVICE CORPORATION INTERNATIONAL, a Texas corporation, the Borrower under that certain Amended and Restated Revolving Credit Agreement dated as of November ___, 2009 (as may be amended or otherwise modified from time to have new ADRs printed that reflect time, the form of ADR attached “Credit Agreement”) among the Borrower, the Lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, HEREBY PROMISES TO PAY to the Deposit order of (“Lender”), the amount as may be advanced from time to time under the Credit Agreement by the Lender in accordance with such Lender’s Commitment outstanding from time to time. All capitalized terms used herein and not otherwise defined shall have the meanings as defined in the Credit Agreement. All ADRs issued hereunder after The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereofhereof until the principal amount hereof has been paid in full and the Commitments are terminated, whether at the place and at such times and at such interest rates as are specified in the Credit Agreement. Payments made by the Borrower in respect of the amounts due hereunder shall be allocated to the Lender by the Administrative Agent on the terms specified in the Credit Agreement. This Note is one of the Notes in respect of the Revolving Loans referred to in, and this Note and all provisions herein are entitled to the benefits of, the Credit Agreement, which such Notes amend and restate in their entirety those certain revolving promissory notes executed in connection with that certain Credit Agreement dated November 28, 2006, by and among the Borrower, the Administrative Agent, Bank of America, N.A., as Syndication Agent for the revolving loans thereunder and the lenders party thereto. The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender and other Lenders to the Borrower from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the deposit happening of Shares or other Deposited Securities or upon the transfercertain stated events, combination or split-up for prepayments on account of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued principal hereof prior to the date maturity hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Deposit Credit Agreement or this Note shall require the payment or permit the collection of interest in all respects, provided, however, that any term excess of the Deposit Agreement that prejudices Maximum Rate. The Borrower and any substantial existing right and all endorsers, guarantors and sureties severally waive grace (except to the extent expressly provided in the Credit Agreement), demand, presentment for payment, notice of holders dishonor or beneficial owners default, acceleration, intent to accelerate, protest and notice of American depositary shares issued protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. This Note shall be governed by and construed under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice laws of the amendments effectuated by State of Texas and the Deposit Agreement shall have been given to holders of ADSs outstanding as applicable laws of the date hereof.United States of America. Credit Agreement Exhibit 1.01B

Amendment and Restatement. This Deposit Agreement amends and restates the Prior Deposit Agreement in its entirety to consist exclusively of this Deposit Agreement, and Receipts issued hereunder (“Prior Receipts”) are hereby deemed amended and restated to substantially conform to the Form of Receipt set forth in Exhibit A annexed hereto, except that, to the extent any portion of such amendment and restatement would prejudice any substantial existing right of Holders of Prior Receipts, such portion shall not become effective as to such Holders with respect to such Prior Receipts until thirty (30) days after such Holders shall have received notice thereof in accordance with Section 6.01, such notice to be conclusively deemed given upon the mailing to such Holders of notice of such amendment and restatement which notice contains a provision whereby such Holders can receive a copy of the Form of Receipt. The Depositary agrees to promptly notify Holders of the same. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the this Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the this Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under and outstanding as of the Original Deposit Agreement date hereof shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts International GDRs issued prior to the date hereof under the terms of the Original International Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, shall, from and after the date hereof, be treated as ADRs issued hereunder and shall, from and after the date hereof, be subject to the terms hereof in all respects. Such outstanding International GDRs may, at the option of the holder, be exchanged for ADRs in the form contemplated hereby, but such outstanding International GDRs do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreementexchange. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares International GDRs outstanding under the Original International Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and International GDRs outstanding under the Original International Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts International GDRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. The securities, property and cash delivered to the Custodian in respect of International GDS outstanding as of the date hereof under the International Deposit Agreement and defined as "Deposited Securities" thereunder, shall, for all purposes from and after the date hereof, be considered to be, and treated as, Deposited Securities hereunder in all respects. Holders and Beneficial Owners of American depositary shares International GDSs issued pursuant to the Original International Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant to this Deposit Agreement and shall be subject to all of the terms and conditions of the this Deposit Agreement in all respects, ; provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares International GDSs issued under the Original International Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs ADRs outstanding as of the date hereof.. The Rule 144A Deposit Agreement, the Rule 144A GDSs and the Rule 144A GDRs are not affected by this amendment and restatement of the International Deposit Agreement and the terms hereof do not apply thereto. The Company hereby notifies the Depositary, and the Depositary hereby acknowledges, that the Shares represented by the Rule 144A GDSs may be Restricted Securities. 41

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares Depositary Shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed Borrower, the Agent and the ------------------------- Lenders hereby agree that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit effectiveness of Shares or other Deposited Securities or upon this Agreement, the transfer, combination or split-up terms and provisions of existing ADRs, the Existing Agreement shall be substantially and hereby are amended and restated in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of entirety by the terms and conditions of this Agreement and the Deposit Agreement in all respects, provided, however, that any term terms and provisions of the Deposit Existing Agreement, except as otherwise provided herein, shall be superseded by this Agreement. Notwithstanding the amendment and restatement of the Existing Agreement that prejudices any substantial existing right by this Agreement, the Borrower shall continue to be liable to the Agent and the Existing Lenders with respect to agreements on the part of holders or beneficial owners of American depositary shares issued the Borrower under the Original Deposit Existing Agreement shall to indemnify and hold harmless the Agent and the Existing Lenders from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Agent and the Existing Lenders may be subject arising in connection with the Existing Agreement. This Agreement is given as a substitution of, and not become effective as a payment of, the obligations of Borrower under the Existing Agreement and is not intended to Holders and Beneficial Owners until thirty (30) days after notice constitute a novation of the amendments effectuated Existing Agreement. Except as otherwise selected by the Deposit Borrower by delivery of a Borrowing Notice or Interest Rate Selection Notice prior to the Closing Date in accordance with the terms hereof, upon the effectiveness of this Agreement shall have been given to holders of ADSs all amounts outstanding and owing by Borrower under the Existing Agreement as of the date Closing Date, as determined by the Lenders, shall constitute Advances hereunder accruing interest with respect to the Base Rate Loans under the Existing Agreement, at the Base Rate hereunder. The parties hereto agree that the Interest Periods for all Eurodollar Loans outstanding under the Existing Agreement on the Closing Date shall be terminated, the Borrower shall make any payments required under Section 4.05 to the Lenders, the Borrower shall furnish to the Agent Interest Rate Selection Notices for existing Loans and Borrowing Notices for additional Loans as may be required in connection with the allocation of Loans among Lenders in accordance with their Applicable Commitment Percentages. Except as otherwise provided for by the Borrower by delivery to NationsBank of an Application and Agreement for Letters of Credit prior to the Restatement Date in accordance with the terms hereof, upon the effectiveness of this Agreement, all Letters of Credit issued for the account of the Borrower under the Existing Agreement as of the Closing Date shall constitute Letters of Credit hereunder.

Amendment and Restatement. The Depositary This Agreement shall arrange become effective on the Restatement Effective Date and shall supersede all provisions of the Existing Receivables Purchase Agreement as of such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and effect, except to have new ADRs printed that reflect evidence (i) the form incurrence by each of ADR attached the Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by each of the Seller and the Servicer prior to the Deposit Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Receivables Purchase Agreement prior to the Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. All ADRs issued hereunder This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Receivables Purchase Agreement or the obligations and liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the foregoing, the Seller agrees that notwithstanding the execution and delivery of this Agreement, the security interest, lien, collateral security or supporting obligations previously granted to the Administrative Agent in its individual capacity pursuant to the Transaction Documents shall be and remain in full force and effect and that any rights and remedies of the Administrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereofhereof be deemed references to this Agreement. On the Restatement Effective Date, whether upon all outstanding Capital of the deposit Purchaser under the Existing Receivables Purchase Agreement (collectively, the “Outstanding Capital”) shall be deemed automatically and immediately converted into outstanding Capital of Shares or other Deposited Securities or upon the transferPurchaser in the Sold Receivables set forth on the Initial Schedule of Sold Receivables accruing Yield based on Daily Simple SOFR plus the applicable SOFR Adjustment (collectively, combination or split-up the “Converted Investments”), and, for the avoidance of existing ADRsdoubt, all Yield and Fees (each as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), accrued and unpaid under the Existing Receivables Purchase Agreement as of the Restatement Effective Date, and Breakage Fees (as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), if any, with respect to the conversion of the Outstanding Capital into the Converted Investments, shall be substantially due and payable on the first Settlement Date that occurs after the Restatement Effective Date in accordance with the terms and priorities for payment set forth in Section 4.01 (with such Yield, Fees and Breakage Fees accorded the same priorities for payment as Yield, Fees and Breakage Fees under this Agreement). In Witness Whereof, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Warner Bros. Discovery Receivables Funding, LLC By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance Xxxxxx Broadcasting System, Inc., as the Servicer By: /s/ Fraser Woodford Name: Fraser Woodford Title: Executive Vice President, Treasury and Corporate Finance and Treasurer Third Amended and Restated Receivables Purchase Agreement PNC Bank, National Association, as Administrative Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as Group Agent for the PNC Group By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Bank, National Association, as a Committed Purchaser By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Third Amended and Restated Receivables Purchase Agreement Exhibit A Form of Investment Request [Letterhead of Seller] [Date] [Administrative Agent] [Group Agents] Re: Investment Request Ladies and Gentlemen: Reference is hereby made to that certain Third Amended and Restated Receivables Purchase Agreement, dated as of July 5, 2022, among Warner Bros. Discovery Receivables Funding, LLC (the “Seller”), Xxxxxx Broadcasting System, Inc., as Servicer (the “Servicer”), the Purchasers party thereto, the Group Agents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring Agent and as Sustainability Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in this Investment Request and not otherwise defined herein shall have the meanings assigned thereto in the form Agreement. This letter constitutes an Investment Request pursuant to Section 2.02(a) of the specimen ADR attached as Exhibit A heretoAgreement. HoweverThe Seller hereby request an Investment of Capital in the aggregate amount of [$_______] to be made on [_____, American depositary receipts issued prior 202_] (of which $[___] of Capital will be funded by the PNC Group and $[___] of Capital will be funded by the [___] Group. Such Capital should be deposited to [Account number], at [Name, Address and ABA Number of Bank]. After giving effect to such Investment, the date hereof under the terms of the Original Deposit Agreement Aggregate Capital will be [$_______]. The Seller hereby represents and outstanding warrants as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereofgiving effect to such Investment, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.follows:

Amendment and Restatement. The Depositary shall arrange to US Borrower, the Canadian Borrower, the Swing Line Lender, the Issuing Lender, the other Lenders party hereto, the US Administrative Agent, and Canadian Administrative Agent have new ADRs printed agreed that reflect this Agreement is an amendment and restatement of the form Existing Credit Agreement in its entirety, and this Agreement is not a novation of ADR attached to the Deposit Existing Credit Agreement. All ADRs issued hereunder after The parties hereto acknowledge and agree that, effective as of the date hereofClosing Date, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially Term Facility (as defined in the form of Existing Credit Agreement) is terminated. The outstanding commitments under the specimen ADR attached Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Exhibit A hereto. However, American depositary receipts issued prior US Commitments under and pursuant to the date hereof under the terms of the Original Deposit Agreement and outstanding as this Agreement. Certain of the date hereof, which do not reflect the form of ADR attached hereto US Facility Lenders (as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason Lenders under the Deposit Existing Credit Agreement) have agreed among themselves, in consultation with the US Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The US Administrative Agent, the US Facility Lenders, the US Borrower and each Exiting Lender (by receipt of the payment in full of the Advances as defined in, and owing to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the Closing Date, and after giving effect to such 150 reallocations, adjustments, assignments and decreases, the US Commitment of each US Facility Lender shall be as set forth on Schedule II. The US Facility Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the US Facility Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The Depositary is authorized US Borrower and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding each Lender party hereto that was a “Lender” under the Original Deposit Existing Credit Agreement hereby agrees and this Section 9.26 and any exiting agreement executed by an Exiting Lender that is acceptable to the US Administrative Agent and the US Borrower shall be deemed approved assignment forms as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding required under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Existing Credit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to This Agreements amends and restates in its entirety that certain Credit Agreement dated as of January 19, 2018 executed by and among Woodforest National Bank, as administrative agent, certain lenders therein named, and Borrower (as the same may have new ADRs printed that reflect the form of ADR attached been amended prior to the Deposit date hereof) (the “Existing Credit Agreement”). The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of this Agreement. All ADRs issued Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder after (each an “Exiting Lender”). The Administrative Agent, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing 102 to it under, the Existing Credit Agreement and, at such Exiting Lender’s request, under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the commitments and the Existing Lenders’ partial assignments of their respective commitments. On the date hereof, whether upon and after giving effect to such reallocations, adjustments, assignments and decreases, the deposit Commitment of Shares or other Deposited Securities or upon each Lender shall be as set forth on Schedule 2.01A. The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the transferrevised pro rata shares resulting from the initial allocation of the Lenders’ commitments under the Existing Credit Agreement after adjustment as provided for by this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 9.18, combination or split-up of existing ADRsand any exiting agreement executed by an Exiting Lender that is acceptable to the Administrative Agent and the Borrower, shall be substantially in the form of the specimen ADR attached deemed approved assignment forms as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof required under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Existing Credit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoingTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit AgreementTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.103

Amendment and Restatement. The As soon as practicable after the date of this Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary On the Restatement Date, the Existing Repurchase Agreement shall arrange to have new ADRs printed that reflect the form of ADR attached be amended and restated in its entirety by this Agreement and (a) all references to the Deposit AgreementExisting Repurchase Agreement in any Transaction Document other than this Agreement (including in any amendment, waiver or consent) shall be deemed to refer to the Existing Repurchase Agreement as amended and restated hereby, (b) all references to any section (or subsection) of the Existing Repurchase Agreement in any Transaction Document (but not herein) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (c) except as the context otherwise provides, all references to this Agreement in the Existing Repurchase Agreement (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Repurchase Agreement as amended and restated hereby. All ADRs issued hereunder This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Existing Repurchase Agreement (including the “Repurchase Obligations” under and as defined therein) or to evidence payment of all or any portion of such obligations and liabilities. On and after the date hereofRestatement Date, whether upon (a) the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Existing Repurchase Agreement shall be substantially in of no further force and effect except as amended and restated hereby and except to evidence (i) the form incurrence by Seller of the specimen ADR attached “Repurchase Obligations” under and as Exhibit A hereto. Howeverdefined therein (whether or not any of such “Repurchase Obligations” is contingent as of the Restatement Date), American depositary receipts issued (ii) the representations and warranties made thereunder by Seller prior to the date hereof under Restatement Date (other than the terms of GS Asset Representations made by Seller therein with respect to the Original Deposit Agreement Initial Transaction Asset) and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need (iii) any action or omission performed or required to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued performed pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant Existing Repurchase Agreement prior to the Original Deposit Agreement Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in the Existing Repurchase Agreement) and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of (b) the terms and conditions of the Deposit this Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued and rights and remedies under the Original Deposit Transaction Documents, shall apply to all Repurchase Obligations incurred under the Existing Repurchase Agreement. Until the Restatement Date, the Existing Repurchase Agreement shall not become effective as to Holders remain in full force and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofeffect, in accordance with its terms.

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Prior Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders Owners thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Prior Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Prior Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(sReceipt(s) issued pursuant to the Deposit Agreement. Holders Owners and Beneficial Owners of American depositary shares issued pursuant to the Original Prior Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders Owners and Beneficial Owners of ADSs American Depositary Shares issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Prior Deposit Agreement shall not become effective as to Holders Owners and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs American Depositary Shares outstanding as of the date hereof.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Credit Agreement as Exhibit A hereto. Howeverof such date and the Existing Credit Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Credit Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Credit Agreement or the obligations and outstanding as liabilities of the date hereof, which do not reflect Borrower evidenced or provided for thereunder. Without limiting the form generality of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs , the Depositary to (i) promptly send notice of Borrower agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Borrower thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of the Borrower’s Obligations and liabilities to Administrative Agent and the Lenders under the Existing Credit Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders and Beneficial Owners of ADSs issued pursuant and references to this Agreement. In Witness Whereof, the parties have caused this Agreement to be subject to all of the terms and conditions of the Deposit Agreement in all respectsexecuted by their respective officers thereunto duly authorized, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereoffirst above written. Borrower: Runway Growth Finance Corp. By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Chief Financial Officer and Chief Operating Officer 200 X. Xxxxxxxx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Txxxxx X. Xxxxxxxx- tx@xxxxxxxxxxxx.xxx Cxxxxxx Xxxxxxx- cx@xxxxxxxxxxxx.xxx Telephone No.: 300.000.0000 Signature Page to Amended and Restated Credit Agreement Paying Agent: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Collateral Custodian: U.S. Bank Trust Company, National Association By: /s/ Rxxxx X. Xxxxxxx, Xx. Name: Rxxxx X. Xxxxxxx, Xx. Title: Senior Vice President Global Corporate Trust Oxx Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Reference: Runway Growth Finance Corp. Attention: E-Mail: Signature Page to Amended and Restated Credit Agreement Managing Agent for the KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Lender for the KeyBank Lender Group: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President Commitment: $75,000,000 KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Administrative Agent: KeyBank National Association By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Senior Vice President KeyBank National Association 1000 XxXxxxxx Xxxxxxxxx Superior, Colorado 80027 Attn: Rxxxxxx Xxxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the CIBC Bank USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Lender for the CIBC BANK USA Lender Group: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Commitment: $50,000,000 Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Managing Agent for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Lender for the MUFG Union Bank, N.A. Lender Group: MUFG Union Bank, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Commitment: $50,000,000 Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Managing Agent for the Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Lender for the Bank of Hope Lender Group: Bank of Hope By: /s/ Kxxx Xxxxxxxx Name: Kxxx Xxxxxxxx Title: SVP, Corporate Banking Group Commitment: $25,000,000 Address: 3000 Xxxxxxxx Xxxx., Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxxx Xxxxxxxx Phone: (000) 000-0000 | Ext. 56374 Signature Page to Amended and Restated Credit Agreement Managing Agent for the First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Lender for the First Foundation Bank Lender Group: First Foundation Bank By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Senior Vice President Commitment: $25,000,000 Address: 6000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Axxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement Documentation Agent: CIBC BANK USA By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Associate Managing Director Address: 100 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Sxxxx Xxxxxxxx Phone: 300-000-0000 Fax: N/A Signature Page to Amended and Restated Credit Agreement Co-Documentation Agent: MUFG UNION BANK, N.A. By: /s/ J. Wxxxxxx Xxxxxx Name: J. Wxxxxxx Xxxxxx Title: Managing Director Address: 1000 Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: J. Wxxxxxx Xxxxxx Phone: (000) 000-0000 Signature Page to Amended and Restated Credit Agreement

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipts attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. The American depositary receipts issued and outstanding under the terms of the Original Deposit Agreement shall, from and after the date hereof, evidence the right to receive ADSs and will need to be transferred to the Depositary in exchange for ADSs and only upon such exchange shall the holder thereof of such ADRs be entitled to exercise the rights as a Holder of ADSs under this Deposit Agreement. However, subject to the foregoing and applicable laws, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders “Holders” (as defined in the Original Deposit Agreement) of American depositary shares Kookmin ADSs outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders “Holders” (as defined in the Original Deposit Agreement) of American depositary shares Kookmin ADSs issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have need to transfer their Kookmin ADSs and the opportunity, but are not required, to exchange their applicable American depositary receipts for one or more ADR(s(if any) issued pursuant to the Depositary in exchange for ADSs in order to exercise their rights under this Deposit Agreement. Holders and Beneficial Owners (in each case within the meaning given to such terms in the Original Deposit Agreement) of American depositary shares Kookmin ADSs issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, shall be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term only upon the exchange of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares Kookmin ADSs to ADSs issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofhereunder.

Amendment and Restatement. The Depositary This Agreement shall arrange to have new ADRs printed that reflect become effective on the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, Restatement Effective Date and shall be substantially in the form supersede all provisions of the specimen ADR attached Existing Receivables Purchase Agreement as Exhibit A hereto. Howeverof such date and the Existing Receivables Purchase Agreement shall thereafter be of no further force and effect, American depositary receipts issued except to evidence (i) the incurrence by each of the Seller and the Servicer of the obligations under the Existing Receivables Purchase Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by each of the Seller and the Servicer prior to the date hereof under Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Receivables Purchase Agreement prior to the terms Restatement Effective Date. From and after the Restatement Effective Date all references made to the Existing Receivables Purchase Agreement in any Transaction Document or in any other instrument or document shall, without further action, be deemed to refer to this Agreement. This Agreement amends and restates the Existing Receivables Purchase Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Deposit Existing Receivables Purchase Agreement or the obligations and outstanding as liabilities of Seller evidenced or provided for thereunder. Without limiting the generality of the date hereofforegoing, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of Seller agrees that notwithstanding the execution and delivery of this Agreement, the Deposit Agreement security interest, lien, collateral security or supporting obligations previously granted to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued Administrative Agent in its individual capacity pursuant to the Deposit Agreement. Holders Transaction Documents shall be and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement remain in full force and outstanding as effect and that any rights and remedies of the date hereofAdministrative Agent in its individual capacity thereunder and obligations of the Seller thereunder shall be and remain in full force and effect, shallshall not be affected, impaired or discharged thereby and shall secure all of Seller’s Guaranteed Obligations and liabilities to Administrative Agent and the Purchasers under the Existing Receivables Purchase Agreement as amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Receivables Purchase Agreement” referred to in the Transaction Documents shall from and after the date hereof, hereof be deemed Holders references to this Agreement. On the Restatement Effective Date, all outstanding Capital of the Purchaser under the Existing Receivables Purchase Agreement (collectively, the “Outstanding Capital”) shall be deemed automatically and Beneficial Owners immediately converted into outstanding Capital of ADSs issued pursuant the Purchaser in the Sold Receivables set forth on the Initial Schedule of Sold Receivables accruing Yield based on Daily Simple SOFR plus the applicable SOFR Adjustment (collectively, the “Converted Investments”), and, for the avoidance of doubt, all Yield and Fees (each as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), accrued and unpaid under the Existing Receivables Purchase Agreement as of the Restatement Effective Date, and Breakage Fees (as defined in and calculated in accordance with the Existing Receivables Purchase Agreement), if any, with respect to the conversion of the Outstanding Capital into the Converted Investments, shall be subject to all of due and payable on the first Settlement Date that occurs after the Restatement Effective Date in accordance with the terms and conditions of priorities for payment set forth in Section 4.01 (with such Yield, Fees and Breakage Fees accorded the Deposit Agreement in all respectssame priorities for payment as Yield, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued Fees and Breakage Fees under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereofthis Agreement).

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the this Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the this Deposit Agreement to all holders of American depositary shares receipts outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and receipts outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts ADRs for one or more ADR(s) issued pursuant to the this Deposit Agreement. Holders and Beneficial Owners of American depositary shares receipts issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs ADRs issued pursuant and be subject to all of the terms and conditions of the this Deposit Agreement in all respects, provided, however, that any term of the this Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares receipts issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the this Deposit Agreement shall have been given to holders of ADSs American depositary receipts issued under the Original Deposit Agreement outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs Receipts printed that reflect the form of ADR Receipt attached to the Deposit Agreement. All ADRs Receipts issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRsReceipts, shall be substantially in the form of the specimen ADR Receipt attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR Receipt attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) Receipts issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.

Amendment and Restatement. The Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached undersigned Lenders, to the Deposit Agreement. All ADRs issued hereunder after extent a party to the date hereofExisting Revolving Credit Agreement (the “Existing Lenders”), whether upon agree and acknowledge that in connection with the deposit amendment and restatement of Shares or other Deposited Securities or upon the transferExisting Revolving Credit Agreement pursuant hereto, combination or split-up the Borrower, the Administrative Agent and the Existing Lenders shall make adjustments to (i) the outstanding principal amount of existing ADRs, shall be substantially “Revolving Loans” (as defined in the form of the specimen ADR attached as Exhibit A hereto. HoweverExisting Revolving Credit Agreement, American depositary receipts issued but not any interest accrued thereon prior to the date hereof Effective Date or any accrued facility fees under the terms Existing Revolving Credit Agreement prior to the Effective Date), including the borrowing of such additional “Revolving Loans” (which may include “Eurodollar Loans”, as defined in the Original Deposit Agreement Existing Revolving Credit Agreement) and outstanding the repayment of “Revolving Loans” (which may include the prepayment or conversion of “Eurodollar Loans”) plus all applicable accrued interest, fees and expenses as shall be necessary to provide for Revolving Loans by each Lender in the amount of its new Applicable Percentage of all Revolving Loans as of the date hereofEffective Date, which do not reflect and (ii) participations in any outstanding “Letters of Credit” (as defined in the form Existing Revolving Credit Agreement) issued under the Existing Revolving Credit Agreement (the “Existing Letters of ADR attached hereto as Exhibit A, do not need Credit”) to provide for each Lender’s participation in such Existing Letters of Credit equal to such Lender’s new Applicable Percentage of the aggregate amount available to be called drawn under each such Existing Letter of Credit as of the Effective Date. In connection with the foregoing (i) each Existing Lender shall be deemed to have made an assignment of its outstanding Revolving Loans and “Commitments” (as defined in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason Existing Revolving Credit Agreement) under the Deposit Existing Revolving Credit Agreement. The Depositary is authorized , and directed to take any assumed outstanding Revolving Loans and Commitments of other Existing Lenders under the Existing Revolving Credit Agreement, all actions deemed at the request of the Borrower, as may be necessary to effect the foregoing. The Company , and each Existing Lender hereby instructs the Depositary waives any right to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding any reimbursement under the Original Deposit Agreement as of the date Section 2.21 hereof with respect thereto, and (ii) inform holders each Existing Letter of American depositary shares Credit shall be deemed to be a Letter of Credit issued as “certificated American depositary shares” and outstanding under the Original Deposit Agreement hereunder as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts Effective Date for one or more ADR(s) issued pursuant to the Deposit Agreementall purposes hereof. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as Each of the date hereofundersigned Existing Lenders, shall, from and after waives any requirement under the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Existing Revolving Credit Agreement that prejudices notice with respect to any substantial existing right of holders such borrowing, prepayment or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.other transaction described in this Section 10.15 be given. [SIGNATURES BEGIN ON NEXT PAGE]

Amendment and Restatement. The As soon as practicable after the date of the Deposit Agreement, the Depositary shall arrange to have new ADRs printed that reflect the form of ADR attached to the Deposit Agreement. All ADRs issued hereunder after the date hereof, whether upon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under the terms of the Original Deposit Agreement and outstanding as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. The Company hereby instructs the Depositary to (i) promptly send notice of the execution of the Deposit Agreement to all holders of American depositary shares outstanding under the Original Deposit Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “"certificated American depositary shares” " and outstanding under the Original Deposit Agreement as of the date hereof that they have the opportunity, but are not required, to exchange their American depositary receipts for one or more ADR(s) issued pursuant to the Deposit Agreement. Holders and Beneficial Owners of American depositary shares issued pursuant to the Original Deposit Agreement and outstanding as of the date hereof, shall, from and after the date hereof, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all of the terms and conditions of the Deposit Agreement in all respects, provided, however, that any term of the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Agreement shall not become effective as to Holders and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given to holders of ADSs outstanding as of the date hereof.