Ex-4.2: Amendment No. 1 to Rights Agreement






Exhibit 4.2




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     Amendment No. 1 dated as of June 2, 2008 (this “Amendment”) to the Rights Agreement, dated as
of October 17, 2007 (the “Rights Agreement”), between Yingli Green Energy Holding Company Limited,
a Cayman Islands company (the “Company”), and RBC Dexia Corporate Services Hong Kong Limited (the
“Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified
in the Rights Agreement.



     WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;




     WHEREAS, Section 27 of the Rights Agreement provides that the Company may in its sole and
absolute discretion supplement or amend any provision of the Rights Agreement in any respect
without the approval of any holders of Rights;



     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company and its shareholders to modify the terms of the Rights Agreement as set forth in
this Amendment;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, (i) an appropriate officer of the
Company has delivered a certificate to the Rights Agent stating that the proposed supplements and
amendments to the Rights Agreement as set forth in this Amendment are in compliance with Section 27
of the Rights Agreement, and (ii) the Company is entering into this Amendment and directing the
Rights Agent to enter into this Amendment; and



     WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.



     NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Company and the Rights Agent hereby agree as
follows:



     A. Amendment of Certain Definitions. The definition of “Yingli Power Entity” in Section
1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows:




“Yingli Power Entity” shall mean Yingli Power Holding Company Limited, a
British Virgin Islands company, or any Affiliate thereof, or any pledgee, chargee or
mortgagee of any Ordinary Shares of the Company held by Yingli Power Holding Company
Limited or any transferee of such pledgee, chargee or mortgagee.



 









 





     B. Effect of Amendment. Except as expressly set forth herein, the Rights Agreement shall
not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall
remain in full force and effect, as amended hereby. This Amendment shall be construed in
accordance with and as a part of the Rights Agreement, and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Rights Agreement and each other instrument or
agreement referred to therein, except as herein amended, are hereby ratified and confirmed. To the
extent that there is a conflict between the terms and provisions of the Rights Agreement and this
Amendment, the terms and provisions of this Amendment shall govern for purposes of the subject
matter of this Amendment only.



     C. Waiver of Notice. The Rights Agent and the Company hereby waive any notice requirement
with respect to each other under the Rights Agreement, if any, pertaining to the matters covered by
this Amendment.



     D. Severability. If any provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.



     E. Governing Law. This Amendment shall be deemed to be a contract made under the laws of
the State of New York, U.S.A. and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed entirely within such
State, except to the extent that mandatory provisions of the laws of the Cayman Islands are
applicable.



     F. Counterparts. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.



     G. Descriptive Headings. Descriptive headings appear herein for convenience only and
shall not control or affect the meaning or construction of any of the provisions hereof.



     H. Effective Date of Amendment. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date.


[Signature Page Follows on the Next Page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

 	 
	 	By:  	/s/ Liansheng Miao
 	 
	 	 	Name:  	Liansheng Miao 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	RBC DEXIA CORPORATE SERVICES HONG KONG LIMITED

 	 
	 	By:  	/s/ Rebecca Lee
 	 
	 	 	Name:  	Rebecca Lee 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	               /s/ John Ham
 	 
	 	 	Name:  	John Ham 	 
	 	 	Title:  	Head, Compliance and Legal, Asia 	 
	 




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