Section 1.2 The Original Indenture is hereby amended as follows:(a) The following definition is added to Section 1.01: ““**ADS Depositary**” means The Bank of NewYork Mellon, as Depositary under the Deposit Agreement.”(b) The definition of “Depositary” in Section 1.01 is deleted and replaced with the following:““**Depositary**” means DTC, Euroclear, or Clearstream, and their nominees and successors, acting asdepositary of the Securities.”(c) The definition of “Global Security” is deleted and replaced with the following: ““**GlobalSecurity**” means a Rule 144A Global Security or International Global Security, and any permanentSecurity that does not bear a Restricted Securities Legend as described in Section 2.14(e) or2.14(h).”(d) At the end of Section 2.01, the following language is added: “The Securities will not beredeemable prior to the Maturity Date.”(e) In Section 2.03(a), the following language is deleted: “(together with the Rule 144AGlobal Security, “**Global Securities**”)”.(f) Paragraph (3) in the definition of “**Fundamental Change**” in Section 4.01(a) is deleted andreplaced with the following: “(3) the ADSs, the Ordinary Shares represented by the ADSs, or othercommon equity interests (or depositary receipts or other certificates representing common equityinterests) into which the Securities are then convertible, ceases to be listed on a U.S. nationalsecurities exchange; or”.(g) In Section 4.01(a), following the definition of “Fundamental Change Company Notice,” (i)the paragraphs originally numbered (14) and (15) are renumbered as paragraphs (16) and (17),respectively, and (ii) the following two paragraphs are inserted following paragraph number (13):“(14) that a Holder must exercise its repurchase right by the Close of Business onthe Business Day immediately preceding the Fundamental Change Repurchase Date;(15) that a Holder has the right to withdraw any Securities tendered for repurchaseprior to the Close of Business on the Business Day immediately preceding theFundamental Change Repurchase Date;”.(h) In Section 4.01(c):(i) “Exhibit F” is deleted and replaced with “Exhibit G”;(ii) “(i)” is deleted; and(iii) “preceding the Fundamental Change Repurchase” is deleted and replaced with“preceding the Fundamental Change Repurchase Date”.
 
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(i) In Section 4.02:(i) after “Effect of Repurchase Notice; Withdrawal”, the following is inserted: “(a)”;(ii) in the first paragraph, the following language is added at the end of the lastsentence: “or unless the Company defaults in the payment of the applicable RepurchasePrice”; and(iii) at the beginning of the second paragraph, “(a)” is deleted and replaced with“(b)”.(j) In Section 4.03:(i) the following sentence is added at the end of the first paragraph: “If the Securityis delivered subsequent to the Repurchase Date, then the Company shall make such depositwithin two Business Days of the time of delivery of such Security to the Paying Agent.”; and(ii) In the second paragraph, the words “on and after” are replaced with “immediatelyafter”.(k) In the first paragraph of Section 5.02, the reference to “Section 5.03(b)” is deleted andreplaced with “Section 5.03(a)”.(l) In the first sentence of each of Section 2.14(f)(ii), the first paragraph of Section5.02(b), the second paragraph of Section 5.02(b), Section 5.03(b) and Section 5.05(c), “ADS” isadded before each reference to “Depositary”.(m) The following is added at the end of Section 5.02(b): “On conversion, the holders of noteswill, to the extent they receive any ADSs upon conversion, also receive (to the same extent asother holders of the Company’s ADSs and in the manner described in the Deposit Agreement) anyissuance or distribution of preferred shares, or any other securities or rights, made to theCompany’s ordinary shareholders by the Company’s board of directors or the Company pursuant to theanti-takeover provisions in the Company’s articles of association, whether or not such securitiesor rights were issued or distributed prior to conversion. The Company will issue to the custodianunder the Deposit Agreement written delivery instructions (if requested by the ADS Depositary orsuch custodian) for such ADSs, and any other information or documentation required by the ADSDepositary or the custodian under the Deposit Agreement in connection with each issue of OrdinaryShares and delivery of ADSs.”(n) In Section 5.02(d), “provisions of Section 4.02(b)” is deleted and replaced with“provisions of Section 4.02(b) or unless the Company has defaulted in the payment of the applicableRepurchase Price”.(o) In Section 5.03(a), the following is inserted after “(ii)”: “if the Securities aresurrendered for conversion prior to a scheduled Repurchase Date that is after a Record Date and onor prior to the corresponding Interest Payment Date; (iii)”.
 
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(p) In Section 5.06(b),(i) in the first paragraph, following “Ordinary Shares”, the following language isinserted: “(directly or in the form of ADSs),”;(ii) in the definition of “Y”,(1) “rights or warrants divided by the quotients” is deleted and replaced with “rights,warrants, or options divided by the quotients”; and(2) “divided by the number” is deleted and replaced with “divided by (b) the number”.(q) In Section 5.06(c), “OS0” is deleted and replaced with “SP0” and“SPO0” is deleted and replaced with “SP0”.(r) In Section 5.06(f), after “shall be made” the following language is inserted “(other thanas a result of an adjustment pursuant to Section 5.06(a)”.(s) In Section 5.07(b),(i) after “(3) upon the issuance of any Ordinary Shares” the following language isadded “directly or in the form of ADSs”; and(ii) after “exchangeable or convertible security” the following language is added: “notdescribed in the preceding clause (2) and”.(t) In Section 5.12,(i) “would be entitled to receive Ordinary Shares” is deleted and replaced with “wouldbe entitled to receive ordinary shares”;(ii) “the kind and amount of Ordinary Shares” is deleted and replaced with “the kindand amount of ordinary shares”; and(iii) “that a holder of a number of ADSs” is deleted and replaced with “that a holderof a number of Ordinary Shares (directly or in the form of ADSs)”.(u) In Section 7.01(a), before “the United States”, the following language is inserted: “theCayman Islands, the British Virgin Islands, Bermuda,”(v) In Section 7.01(c), following “each stating”, the following language is inserted: “to thereasonable satisfaction of the Trustee”.(w) In Section 8.01(b), following “Registration Rights Agreement)”, the following is added:”)”.
 
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(x) In the third paragraph of Section 8.02,(i) The following language is inserted after “obtained by the Trustee if”: “(i) theCompany has paid (or deposited with the Trustee a sum sufficient topay) (1) all overdue interest on all notes; (2) the principal amount of any notes thathave become due otherwise than by such declaration of acceleration; (3) to the extent thatpayment of such interest is lawful, interest upon overdue interest; and (4) all sums paid oradvanced by the Trustee under the Indenture and the properly incurred fees, expenses,disbursements and advances of the Trustee, its agents and counsel; (ii) rescission would notconflict with any judgment or decree of a court of competent jurisdiction; and (iii)”; and(ii) After “become due solely by such declaration of acceleration,” the followinglanguage is inserted: “a default with respect to the Company’s obligations to convert theSecurities, a default arising from a failure by the Company to repurchase any Securitieswhen required under this Indenture, or any default that cannot be amended without theconsent of each affected Holder,”(y) In the fourth paragraph of Section 8.02, after “(which notice shall include a statement asto the date from which Additional Interest is payable).” the following language is added: “Uponfailure of the Company to timely give such notice or pay Additional Interest as required followingsuch notice, the Securities will be subject to acceleration as provided above.”(z) In Exhibit F, “each representing one Ordinary Share” is deleted and replaced with “eachrepresenting two Ordinary Shares”, and “$0.01” is deleted and replaced with “$0.005”.Section 1.3 The Company undertakes to the Trustee, so far as permitted by applicable law, atall times to execute all such further documents and do such further acts and things as may benecessary at any time or times in the opinion of the Trustee to give effect to the provisions ofthis Amendment Agreement.Section 1.4 The Company covenants and agrees to pay to the Trustee, and the Trustee shall beentitled to, such compensation (which shall not be limited by any provision of law in regard to thecompensation of a trustee of an express trust), as the Company, and the Trustee may from time totime agree in writing (including the Trustee’s properly incurred fees, costs and expenses), for allservices rendered by it in the execution of the trusts hereby created and in the exercise andperformance of any of the powers and duties hereunder of the Trustee, and, except as otherwiseexpressly provided herein, the Company will pay or reimburse the Trustee upon its request for allproperly incurred out-of-pocket expenses, disbursements and advances made by the Trustee inaccordance with any of the provisions of this Agreement (including the compensation and theproperly incurred expenses and disbursements of its agents, counsel and of all Persons notregularly in its employ) except any such expense, disbursement or advance as may arise from itsgross negligence, willful misconduct or fraud. The Company also covenants to indemnify the Trustee(and its officers, agents, directors and employees) for, and to hold it harmless against, any loss,damage, claim, liability or expense (including taxes) incurred without gross negligence, willfulmisconduct or fraud on the part of the Trustee and arising out of or in connection with theacceptance or administration of this trust, including the costs and expenses of defending itselfagainst any claim (including any claim asserted by the Company) of liability. The Trustee shallnotify the Company promptly of any claim asserted against theTrustee for which it may seek indemnity; provided that the failure of the Trustee to so notifythe Company shall not relieve the Company of its indemnifications obligations hereunder.Section 1.5. This Agreement shall be governed by, and construed in accordance with, the lawsof the State of New York.[*Signature page follows*]
 
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date and yearfirst above written.      HOME INNS & HOTELS MANAGEMENT INC.