[LETTERHEAD OF ICICI BANK]
THIS LETTER AGREEMENT is made on March 8, 2005 BETWEEN:
(1) ICICI Bank LIMITED, incorporated in the Republic of India with its
principal executive office at ICICI Towers, Xxxxxx-Xxxxx xxxxxxx, Xxxxxx
000 000, Xxxxx (the "Company"); and
(2) DEUTSCHE BANK TRUST COMPANY AMERICAS of 00 Xxxx Xxxxxx, Xxx Xxxx, X.X.
00000, Xxxxxx Xxxxxx, as successor to Bankers Trust Company (the
"Depositary").
WHEREAS,
(A) The Company and the Depositary have entered into a Deposit Agreement dated
March 31, 2000 (the "Deposit Agreement") in respect of ADRs representing
Shares of the Company (the "ADR Facility").
(B) Pursuant to Reserve Bank of India Guidelines published on 13 February 2002
(Two-way eligibility of ADRs/GDRs A.P. (DIR Series) Circular No. 21),
subject to certain restrictions, further Shares may be delivered into the
ADR Facility.
(C) By Letter Agreements dated February 19, 2002 and April 1, 2002 the Company
and the Depositary have amended and supplemented the Deposit Agreement.
(D) This Letter Agreement further amends and supplements the Agreement.
IT IS AGREED as follows:
1. Interpretation
Save as expressly provided herein, terms defined in the Deposit Agreement
and the conditions shall, unless there is anything in the subject or
context inconsistent therewith, have the same meaning in this Letter
Agreement.
2. The Company and the Depositary agree to amend the Agreement by replacing
the Agent as defined in the first sentence of the second full paragraph of
Section 7.06 by:
Mr. Madhav Kalyan
Joint General Manager, ICICI Bank Limited
New York Representative Xxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
3. Incorporation of Deposit Agreement
This Letter Agreement shall be read as one with the Deposit Agreement, as
supplemented and amended from time to time, so that all references therein
to "this Agreement" shall be deemed to refer to the original Deposit
Agreement as amended and supplemented by this Letter Agreement.
4. Governing Law
This Letter Agreement will be governed by and construed in accordance with
the laws of the State of New York and the terms of Section 7.06 of the
Deposit Agreement shall apply mutatis mutandis to this Letter Agreement.
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In Witness whereof this Letter Agreement has been signed by or on behalf of each
of the parties hereto on the date first above written.
ICICI BANK LIMITED
/s/ Xx. Xxxxxx Xxxxx
------------------------------------
Name: Xx. Xxxxxx Xxxxx
Title: General Manager and Company
Secretary
DEUTSCHE BANK TRUST DEUTSCHE BANK TRUST
COMPANY AMERICAS COMPANY AMERICAS
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxxxxx
------------------------------------ ------------------------------------
Name: Xxxx Xxxxxx Name: Xxxx Xxxxxxxxx
Title: Director Title: Vice President
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