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 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 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 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 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 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 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 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. 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 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 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 (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 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 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” 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, 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 1A(1) The Depositary shall arrange Company and The Prudential Insurance Company of America (“PICA”) entered into that certain Note Purchase and Private Shelf Agreement dated as of November 10, 1993 (the “Existing 1993 Shelf Agreement”) pursuant to have new ADRs printed which the Series A Notes were originally issued. Pursuant to that reflect the form certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of ADR attached March 1, 2002 (as amended from time to the Deposit Agreement. All ADRs issued hereunder after time prior to the date hereof, whether upon the deposit “Existing 2002 Shelf Agreement”) between the Company and PICA, the parties thereto amended and restated the Existing 1993 Shelf Agreement and the Series A Notes became outstanding thereunder. Pursuant to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of Shares or other Deposited Securities or upon the transferSeptember 9, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADR attached 2004 (as Exhibit A hereto. However, American depositary receipts issued amended from time to time prior to the date hereof under hereof, the terms of “Existing 2004 Shelf Agreement”) between the Original Deposit Company, Prudential and PICA, the parties thereto amended and restated the Existing 2002 Shelf Agreement and the Series A Notes became outstanding thereunder. Pursuant to that certain Third Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 28, 2015 (as amended from time to time prior to the date hereof, the “Existing 2015 Shelf Agreement”) between the Company, Prudential and PICA, the parties thereto amended and restated the Existing 2004 Shelf Agreement and the Series B-1 Notes and Series B-2 Notes (collectively, the “Series B Notes”) became outstanding thereunder. Effective as of the date hereof, which do not reflect the form of ADR attached hereto as Exhibit A, do not need to be called parties agree that this agreement (this “Agreement”) amends and restates in for exchange its entirety the Existing 2015 Shelf Agreement and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason Series B Notes issued 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 Existing 2004 Shelf Agreement to all holders of American depositary shares that were outstanding under the Original Deposit Existing 2015 Shelf Agreement as of the date hereof and (ii) inform holders of American depositary shares issued as “certificated American depositary shares” and will now be 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 this 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 From and after the date hereofeffectiveness of this Agreement, be deemed Holders and Beneficial Owners of ADSs issued pursuant and be subject to all none of the terms and conditions of Existing 1993 Shelf Agreement, the Deposit Agreement in all respectsExisting 2002 Shelf Agreement, providedthe 2004 Existing Shelf Agreement, however, that any term of or the Deposit Agreement that prejudices any substantial existing right of holders or beneficial owners of American depositary shares issued under the Original Deposit Existing 2015 Shelf Agreement shall not become effective as be of any force or effect whatsoever except to Holders evidence the terms pursuant to which the Series B Notes were originally issued and Beneficial Owners until thirty (30) days after notice of the amendments effectuated by the Deposit Agreement shall have been given were outstanding prior 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. 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 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 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, 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 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 as set forth on Schedule 1 hereto and (ii) inform holders the commitments of American depositary shares issued as those “certificated American depositary sharesLenders” and outstanding 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 Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the date hereof Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that they have each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the opportunityAdministrative Agent and each Lender hereby agrees to execute such further instruments and documents, but are not requiredif 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 Loans and Letters of Credit) to exchange their American depositary receipts for one or more ADR(s) issued pursuant be made in accordance with the respective Revolving Credit Commitments of the Lenders from time to time party to this Agreement as 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 Credit 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 respectsBorrower, provided, however, that 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 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 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. 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 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 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 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 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 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 shall arrange to have new ADRs printed that reflect This Agreement amends the form Original Credit Agreement and restates and consolidates in this Agreement the terms and provisions of ADR attached to the Deposit Original Credit Agreement as so amended, and represents the entire agreement currently constituted between the parties hereto respecting the subject matter of the Original Credit Agreement. All ADRs issued hereunder after references, if any, to the Original Credit Agreement in any of the other Loan Documents, and in all other agreements, documents and instruments delivered by the Loan Parties or any other Person in connection with any of the Loan Documents, shall mean and be a reference to this Agreement as this Agreement may from time to time in the future be further amended, supplemented, restated or replaced. The parties hereto acknowledge and agree that (i) this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith do not constitute a novation or termination of the obligations and liabilities of any of the parties under the Original Credit Agreement as in effect prior to 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 and (ii) such obligations and liabilities are in the form of the specimen ADR attached all respects continuing (as Exhibit A hereto. However, American depositary receipts issued prior to the date hereof under amended and restated hereby) with the terms of the Original Deposit Credit Agreement and outstanding being modified only as provided in this Agreement. As of the date hereof, which do not reflect after giving effect to this Agreement, the form Accommodations Outstanding of ADR each Borrower are set forth on Schedule 7 attached hereto. In addition to the foregoing, the parties hereto acknowledge and agree that any existing LIBOR Rate Advances (as Exhibit A, do not need to be called such term is defined in for exchange and may the Original Credit Agreement) that are outstanding on the date of this Agreement shall 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 expiry of the execution interest period applicable thereto (and the provisions of the Deposit Original Credit Agreement applicable thereto shall apply mutatis mutandis as if incorporated herein) and thereafter shall (unless otherwise repaid) convert to all holders of American depositary shares outstanding under an Advance bearing interest at Adjusted Term SOFR with an Interest Period selected by the Original Deposit Agreement as applicable Borrower pursuant to an Interest Rate Election Notice to be provided by such Borrower hereunder, provided that if the applicable Borrower shall fail to deliver an Interest Rate Election Notice in accordance with the foregoing requirements such applicable LIBOR Rate Advances shall be automatically converted to a Base Rate (Canada) Advance on the expiry 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 hereofinterest period applicable thereto.

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 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 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 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. 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 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 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 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 This Amended and Restated Mortgage, Security Agreement and Fixture Financing Statement, together with the Other Mortgage, shall arrange amend and restate, but shall not replace, the Mortgage, Security Agreement and Fixture Financing Statement executed by Borrower and Other Borrower for the benefit of CWCapital LLC, a Massachusetts limited liability company (“CWC”), dated November 21, 2006 and recorded at Document Number 0633134007 in the Xxxx County, Illinois Recorder’s Office (the “Original Mortgage”). CWC assigned the entirety of its interest in the Original Mortgage to have new ADRs printed that reflect the form of ADR attached Lender pursuant to the Deposit AgreementAssignment of Mortgage, Security Agreement and Fixture Financing Statement dated as of December 21, 2006 and executed by CWC for the benefit of Lender. CWC also assigned the entirety of its interest in the other Loan Documents to Lender as of December 21, 2006. All ADRs issued hereunder after the date hereofterms, 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 conditions and obligations of the Original Deposit Mortgage shall remain in full force and effect as assigned to Lender and as restated herein and in the Other Mortgage and amended hereby and by the Other Mortgage, and all rights and remedies provided for therein shall be preserved to the Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest created by the Original Mortgage over the priority of other liens, charges, encumbrances or other security interests. Borrower does hereby confirm, ratify and reaffirm the obligations contained in the Original Mortgage, as assigned to Lender and as amended and restated hereby and by the Other Mortgage. This Amended and Restated Mortgage, Security Agreement and outstanding Fixture Financing Statement is an amendment and restatement only and not a novation; and except as of herein provided and in the date hereofOther Mortgage, 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 Original Mortgage shall remain in all respects, provided, however, that any term full force and effect until payment 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 hereofDebt in full.

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.

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 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.