Exhibit 4.4.1
AMENDMENT TO DEPOSIT AGREEMENT dated as of January 20, 2010
(this "Amendment") among BERKELEY TECHNOLOGY LIMITED (formerly known as London
Pacific Group Limited) (the "Company"), THE BANK OF NEW YORK MELLON (formerly
known as The Bank of New York), as depositary (the "Depositary"), and all Owners
and holders from time to time of American Depositary Receipts issued under the
Deposit Agreement referred to herein.
W I T N E S S E T H :
WHEREAS, the Company and the Depositary entered into a Deposit
Agreement dated as of September 25, 1992, as amended and restated as of June 24,
2002, as amended (the "Deposit Agreement"), for the purposes set forth in that
agreement;
WHEREAS, pursuant to Section 6.01 of the Deposit Agreement,
the Company and the Depositary wish to amend the Deposit Agreement;
NOW, THEREFORE, the Company and the Depositary hereby agree as
follows:
1. Section 6.02 of the Deposit Agreement is hereby amended by
replacing the fifth sentence of that Section with the following:
"As soon as practicable after the expiration of 30 days after the date of
termination of this Deposit Agreement, the Depositary shall use reasonable
efforts to sell the Deposited Securities then held hereunder and thereafter hold
uninvested the net proceeds of any such sale, together with any other cash then
held by it hereunder, unsegregated and without liability for interest, for the
pro rata benefit of the Owners of Receipts which have not theretofore been
surrendered, such Owners thereupon becoming general creditors of the Depositary
with respect to such net proceeds."
2. Article 21 of the form of Receipt attached as Exhibit A to
the Deposit Agreement is hereby amended by replacing the fifth sentence of that
Article with the following:
"As soon as practicable after the expiration of 30 days after the date of
termination of the Deposit Agreement, the Depositary shall use reasonable
efforts to sell the Deposited Securities then held under the Deposit Agreement
and thereafter hold uninvested the net proceeds of any such sale, together with
any other cash then held by it thereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds."
3. Unless otherwise specifically defined herein, each term
used herein that is defined in the Deposit Agreement has the meaning assigned to
such term in the Deposit Agreement.
4. The Depositary shall give the Owners notice of this
Amendment. The foregoing amendments shall be effective 30 days after the date of
that notice.
5. Except for the foregoing amendments, the Deposit Agreement
shall remain in full force and effect in accordance with its terms. This
Amendment shall be governed by and construed as one with the Deposit Agreement,
and the Deposit Agreement shall, where the context requires, be read and
construed so as to incorporate this Amendment.
6. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law rules of such state.
7. This Amendment may be executed in one or more counterparts,
and all those counterparts together shall constitute one original document.
[signature page follows]
IN WITNESS WHEREOF, BERKELEY TECHNOLOGY LIMITED and THE BANK
OF NEW YORK MELLON have duly executed this Amendment as of the date first above
written.
BERKELEY TECHNOLOGY LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
THE BANK OF NEW YORK MELLON
By: /s/ Xxxxxx X. Xx Xxxxxxxx
Name: Xxxxxx X. Xx Xxxxxxxx
Title: Vice President
