0001193805-10-002228 Sample Contracts

AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • August 16th, 2010 • Citibank,N.A./ADR • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______________, 2010, among UltraTech Cement Limited, a limited liability company organized under the laws of the Republic of India as a public company (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder and any successor as depositary hereunder (the “Depositary”), and all Holders (as hereinafter defined) and Beneficial Owners (as hereinafter defined) of Global Depositary Shares (“GDSs”) issued hereunder.

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ULTRATECH CEMCO LIMITED AND CITIBANK, N.A., AS DEPOSITARY AND HOLDERS AND BENEFICIAL OWNERS OF RULE 144A GLOBAL DEPOSITARY SHARES EVIDENCED BY RULE 144A GLOBAL DEPOSITARY RECEIPTS ISSUED HEREUNDER RULE 144A DEPOSIT AGREEMENT Dated as of May 27, 2004
Rule 144a Deposit Agreement • August 16th, 2010 • Citibank,N.A./ADR • New York

RULE 144A DEPOSIT AGREEMENT (the "Agreement") dated as of May 27, 2004, among ULTRATECH CEMCO LIMITED, a limited liability company organized under the laws of the Republic of India as a public company (the "Company"), CITIBANK, N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder and any successor as depositary hereunder (the "Depositary"), and all Holders (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of the Rule 144A Global Depositary Shares ("Rule 144A GDSs") evidenced by Rule 144A Global Depositary Receipts ("Rule 144A GDRs") issued hereunder.

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