<PAGE>
                                                                        EXECUTED



                                                                     EXHIBIT 4.4



                        SUNTECH POWER HOLDINGS CO., LTD.

                                       and

                            WILMINGTON TRUST COMPANY

                         as Trustee and Securities Agent



                        ---------------------------------

                                    INDENTURE

                           Dated as of March 17, 2008

                        ---------------------------------

                          $575,000,000 Principal Amount

                     3.00% CONVERTIBLE SENIOR NOTES DUE 2013

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>      <C>                                                                                           <C>
I.       DEFINITIONS AND INCORPORATION BY REFERENCE...............................................................1

         1.01     Definitions.....................................................................................1
         1.02     Other Definitions...............................................................................6
         1.03     Incorporation by Reference of Trust Indenture Act...............................................7
         1.04     Rules of Construction...........................................................................8

II.      THE SECURITIES...........................................................................................8

         2.01     Form and Dating.................................................................................8
         2.02     Execution and Authentication....................................................................9
         2.03     Registrar, Paying Agent and Conversion Agent....................................................9
         2.04     Paying Agent to Hold Money in Trust............................................................10
         2.05     Securityholder Lists...........................................................................10
         2.06     Transfer and Exchange..........................................................................10
         2.07     Replacement Securities.........................................................................11
         2.08     Outstanding Securities.........................................................................11
         2.09     Securities Held by the Company or an Affiliate.................................................12
         2.10     Temporary Securities...........................................................................12
         2.11     Cancellation...................................................................................13
         2.12     Defaulted Interest.............................................................................13
         2.13     CUSIP Numbers..................................................................................13
         2.14     Deposit of Moneys..............................................................................13
         2.15     Book-Entry Provisions for Global Securities....................................................14
         2.16     Special Transfer Provisions....................................................................15
         2.17     Restrictive Legends............................................................................16
         2.18     Ranking........................................................................................16

III.     REDEMPTION..............................................................................................16

         3.01     Right of Redemption............................................................................16
         3.02     Repurchase at Option of Holder Upon a Fundamental Change.......................................16

IV.      COVENANTS...............................................................................................23

         4.01     Payment of Securities..........................................................................23
         4.02     Maintenance of Office or Agency................................................................23
         4.03     Rule 144A Information and Annual Reports.......................................................24
         4.04     Compliance Certificate.........................................................................25
         4.05     Stay, Extension and Usury Laws.................................................................25
         4.06     Corporate Existence............................................................................25
         4.07     Notice of Default..............................................................................26
         4.08     Further Instruments and Acts...................................................................26
         4.09     Delivery of Ordinary Shares....................................................................26
</TABLE>

                                      -i-
<PAGE>
<TABLE>
<S>      <C>      <C>                                                                                           <C>
         4.10     Listing of ADSs................................................................................26

V.       SUCCESSORS..............................................................................................26

         5.01     When Company May Merge, etc....................................................................26
         5.02     Successor Substituted..........................................................................27

VI.      DEFAULTS AND REMEDIES...................................................................................27

         6.01     Events of Default..............................................................................27
         6.02     Acceleration...................................................................................29
         6.03     Other Remedies.................................................................................30
         6.04     Waiver of Past Defaults........................................................................30
         6.05     Control by Majority............................................................................31
         6.06     Limitation on Suits............................................................................31
         6.07     Rights of Holders to Receive Payment...........................................................32
         6.08     Collection Suit by Trustee.....................................................................32
         6.09     Trustee May File Proofs of Claim...............................................................32
         6.10     Priorities.....................................................................................32
         6.11     Undertaking for Costs..........................................................................33

VII.     TRUSTEE AND SECURITIES AGENT............................................................................33

         7.01     Duties of Trustee and the Securities Agent.....................................................33
         7.02     Rights of Trustee and the Securities Agent.....................................................34
         7.03     Individual Rights of Trustee and the Securities Agent..........................................36
         7.04     Disclaimer of the Trustee and the Securities Agent.............................................36
         7.05     Notice of Defaults.............................................................................36
         7.06     Reports by Trustee to Holders..................................................................37
         7.07     Compensation and Indemnity.....................................................................37
         7.08     Replacement of Trustee or the Securities Agent.................................................38
         7.09     Successor Trustee by Merger, etc...............................................................39
         7.10     Eligibility; Disqualification..................................................................39
         7.11     Preferential Collection of Claims Against Company..............................................39

VIII.    DISCHARGE OF INDENTURE..................................................................................39

         8.01     Termination of the Obligations of the Company..................................................40
         8.02     Application of Trust Money.....................................................................40
         8.03     Repayment to Company...........................................................................40
         8.04     Reinstatement..................................................................................41

IX.      AMENDMENTS..............................................................................................41

         9.01     Without Consent of Holders.....................................................................41
         9.02     With Consent of Holders........................................................................42
         9.03     Compliance with Trust Indenture Act............................................................43
         9.04     Revocation and Effect of Consents..............................................................43
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>      <C>      <C>                                                                                           <C>
         9.05     Notation on or Exchange of Securities..........................................................43
         9.06     Trustee and Securities Agent Protected.........................................................44
         9.07     Effect of Supplemental Indentures..............................................................44

X.       CONVERSION..............................................................................................44

         10.01    Conversion Privilege; Restrictive Legends......................................................44
         10.02    Conversion Procedure and Payment Upon Conversion...............................................47
         10.03    Taxes on Conversion............................................................................50
         10.04    Company to Provide Ordinary Shares And ADSs....................................................52
         10.05    Adjustment of Conversion Rate..................................................................53
         10.06    No Adjustment..................................................................................62
         10.07    Other Adjustments..............................................................................63
         10.08    Adjustments for Tax Purposes...................................................................64
         10.09    Notice of Adjustment...........................................................................64
         10.10    Notice of Certain Transactions.................................................................64
         10.11    Effect of Reclassifications, Business Combinations, Asset Sales And Other
                  Corporate Events on Conversion Privilege.......................................................64
         10.12    Disclaimer of the Trustee, the Conversion Agent and the Securities Agent.......................66
         10.13    Rights Distributions Pursuant To Anti-Takeover Provisions......................................66
         10.14    Increased Conversion Rate Applicable to Certain Securities Surrendered in
                  Connection With Make-Whole Fundamental Changes.................................................67

XI.      TAX TREATMENT...........................................................................................70

         11.01    Tax Treatment..................................................................................70
         11.02    Tax Withholding Obligations....................................................................70

XII.     MISCELLANEOUS...........................................................................................70

         12.01    Trust Indenture Act Controls...................................................................70
         12.02    Notices........................................................................................71
         12.03    Communication  by Holders with Other Holders...................................................72
         12.04    Certificate and Opinion as to Conditions Precedent.............................................72
         12.05    Statements Required in Certificate or Opinion..................................................72
         12.06    Rules by Trustee and Agents....................................................................73
         12.07    Legal Holidays.................................................................................73
         12.08    Duplicate Originals............................................................................73
         12.09    Governing Law..................................................................................73
         12.10    Submission to Jurisdiction.....................................................................73
         12.11    Judgment Currency..............................................................................74
         12.12    No Adverse Interpretation of Other Agreements..................................................74
         12.13    Successors.....................................................................................74
         12.14    Separability...................................................................................74
         12.15    Table of Contents, Headings, Etc...............................................................75
         12.16    Calculations in Respect of the Securities......................................................75
         12.17    No Personal Liability of Directors, Officers, Employees or Shareholders........................75
</TABLE>

                                     -iii-
<PAGE>
<Table>
<S>             <C> <C>
Exhibit A       -   Form of Global Security
Exhibit B-1     -   Form of Private Placement Legend
Exhibit B-2     -   Form of Legend for Global Security
Exhibit C       -   Form of Notice of Transfer Pursuant to Registration Statement
Exhibit D       -   Form of Opinion of Counsel in Connection With Registration of Securities
</Table>

                                      -iv-
<PAGE>
                             CROSS-REFERENCE TABLE

<Table>
<Caption>
  TIA                                                                   Indenture
Section                                                                   Section
-------                                                                   -------
<S>                                                                     <C>
310(a)(1).............................................................  7.10
   (a)(2).............................................................  7.10
   (a)(3).............................................................  N.A.
   (a)(4).............................................................  N.A.
   (a)(5).............................................................  N.A.
   (b)................................................................  7.08; 7.10; 12.02
   (c)................................................................  N.A.
311(a)................................................................  7.11
   (b)................................................................  7.11
   (c)................................................................  N.A.
312(a)................................................................  2.05
   (b)................................................................  12.03
   (c)................................................................  12.03
313(a)................................................................  7.06
   (b)(1).............................................................  N.A.
   (b)(2).............................................................  7.06
   (c)................................................................  7.06; 12.02
   (d)................................................................  7.06
314(a)................................................................  4.03
   (b)................................................................  N.A.
   (c)(1).............................................................  12.04
   (c)(2).............................................................  12.04
   (c)(3).............................................................  N.A.
   (d)................................................................  N.A.
   (e)................................................................  12.05
   (f)................................................................  N.A.
315(a)................................................................  7.01(B)
   (b)................................................................  7.05; 12.02
   (c)................................................................  7.01(A)
   (d)................................................................  7.01(C)
   (e)................................................................  6.11
316(a) (last sentence)................................................  2.09
   (a)(1)(A)..........................................................  6.05
   (a)(1)(B)..........................................................  6.04
   (a)(2).............................................................  N.A.
   (b)................................................................  6.07
   (c)................................................................  N.A.
317(a)(1).............................................................  6.08
   (a)(2).............................................................  6.09
   (b)................................................................  2.04
318(a)................................................................  12.01
</Table>

                                       1
<PAGE>
     INDENTURE, dated as of March 17, 2008, between Suntech Power Holdings Co.,
Ltd., a company incorporated under the laws of the Cayman Islands (the
"COMPANY") and Wilmington Trust Company, as trustee (the "TRUSTEE") and
securities agent (the "SECURITIES AGENT").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's 3.00% Convertible
Senior Notes due 2013 (the "SECURITIES").


                  I. DEFINITIONS AND INCORPORATION BY REFERENCE

     1.01 DEFINITIONS.

          The term "ADDITIONAL INTEREST" has the meaning ascribed to it in the
Registration Rights Agreement.

          "ADS" means the Company's American depositary shares, each
representing one Ordinary Share.

          "ADS DEPOSITARY" means The Bank of New York, as the depositary under
the Deposit Agreement.

          "ARTICLES OF ASSOCIATION" means the Second Amended and Restated
Memorandum and Articles of Association of the Company adopted on October 26,
2005, as amended from time to time.

          "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
this purpose, "control" shall mean the power to direct the management and
policies of a person through the ownership of securities, by contract or
otherwise.

          "ASSET SALE MAKE-WHOLE FUNDAMENTAL CHANGE" means a sale, transfer,
lease, conveyance or other disposition (other than a Permitted Transfer) of all
or substantially all of the property or assets of the Company to any "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), including any group acting for the purpose of acquiring, holding, voting
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act.

          "BID SOLICITATION AGENT" means a Company-appointed agent that performs
calculations as set forth in ARTICLE X and PARAGRAPHS 1 and 7 of the Securities.

          "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any committee thereof authorized to act for it hereunder.

          "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee and the Securities Agent.

                                      -1-
<PAGE>
          "CLOSING SALE PRICE" means the price per ADS on the relevant date,
determined (a) on the basis of the closing sale price per ADS (or if no closing
sale price per ADS is reported, the average of the bid and ask prices per ADS
or, if more than one in either case, the average of the average bid and the
average ask prices per ADS) on such date on the New York Stock Exchange or other
U.S. principal national securities exchange on which the ADSs are listed; or (b)
if the ADSs are not listed on a U.S. national securities exchange, as reported
by the National Association of Securities Dealers Automated Quotation System; or
(c) if not so quoted, as reported by National Quotation Bureau, Incorporated or
a similar organization. In the absence of a quotation, the Closing Sale Price
shall be such price as the Company shall reasonably determine on the basis of
such quotations as most accurately reflecting the price that a fully informed
buyer, acting on his own accord, would pay to a fully informed seller, acting on
his own accord in an arm's-length transaction, for each such ADS.

          "COMPANY" means the party named as such above until a successor
replaces it pursuant to the applicable provision hereof and thereafter means the
successor. The foregoing sentence shall likewise apply to any such successor or
subsequent successor.

          "COMPANY ORDER" or "COMPANY REQUEST" means a written request or order
signed on behalf of the Company by any one Officer.

          "CONVERSION PRICE" means, as of any date of determination, the dollar
amount derived by dividing one thousand dollars ($1,000) by the Conversion Rate
in effect on such date.

          "CONVERSION RATE" shall initially be 24.3153 ADSs per $1,000 principal
amount of Securities, subject to adjustment as provided in ARTICLE X.

          "CORPORATE TRUST OFFICE" shall mean with respect to the Trustee and
the Securities Agent, Wilmington Trust Company, 1100 North Market Street, Rodney
Square North, Wilmington, Delaware, 19890, Attention: Suntech; or any other
address that the Trustee or the Securities Agent may designate with respect to
itself from time to time by notice to the Company and the Securityholders.

          "DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

          "DEPOSIT AGREEMENT" means the Deposit Agreement, dated as of December
13, 2005, among the Company, The Bank of New York, as ADS Depositary, and the
holders and beneficial owners from time to time of the ADSs issued thereunder,
as supplemented by the Restricted ADS Facility Letter.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder.

          "HOLDER" or "SECURITYHOLDER" means a person in whose name a Security
is registered on the Registrar's books.

                                      -2-
<PAGE>
          "INDEBTEDNESS" of a person means the principal of, premium, if any,
and interest on, and all other obligations in respect of (a) all indebtedness of
such person for borrowed money (including all indebtedness evidenced by notes,
bonds, debentures or other securities), (b) all obligations (other than trade
payables) incurred by such person in the acquisition (whether by way of
purchase, merger, consolidation or otherwise and whether by such person or
another person) of any business, real property or other assets, (c) all
reimbursement obligations of such person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
person, (d) all capital lease obligations of such person, (e) all net
obligations of such person under interest rate swap, currency exchange or
similar agreements of such person, (f) all obligations and other liabilities,
contingent or otherwise, under any lease or related document, including a
purchase agreement, conditional sale or other title retention agreement, in
connection with the lease of real property or improvements thereon (or any
personal property included as part of any such lease) which provides that such
person is contractually obligated to purchase or cause a third party to purchase
the leased property or pay an agreed-upon residual value of the leased property,
including such person's obligations under such lease or related document to
purchase or cause a third party to purchase such leased property or pay an
agreed-upon residual value of the leased property to the lessor, (g) guarantees
by such person of indebtedness described in CLAUSES (a) THROUGH (f) of another
person, and (h) all renewals, extensions, refundings, deferrals, restructurings,
amendments and modifications of any indebtedness, obligation, guarantee or
liability of the kind described in CLAUSES (a) THROUGH (g).

          "INDENTURE" means this Indenture as amended or supplemented from time
to time.

          "INITIAL PURCHASERS" means Goldman Sachs (Asia) L.L.C., ABN AMRO Bank
N.V., Hong Kong Branch and UBS Securities LLC.

          "ISSUE DATE" means March 17, 2008.

          "MAKE-WHOLE FUNDAMENTAL CHANGE" means an Asset Sale Make-Whole
Fundamental Change, an Ordinary Share Change Make-Whole Fundamental Change or a
Voting Share Change Make-Whole Fundamental Change that occurs before the
Maturity Date.

          "MARKET DISRUPTION EVENT" means the occurrence or existence during the
one-half hour period ending on the scheduled close of trading on any trading day
for the ADSs of any material suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the stock exchange or
otherwise) in the ADSs or in any options contracts or futures contracts relating
solely to the ADSs.

          "MATURITY DATE" means March 15, 2013.

          "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, any Executive
Vice President, the Treasurer or the Secretary of the Company.

          "OFFICER'S CERTIFICATE" means a certificate signed by any one Officer
of the Company.

          "OPINION OF COUNSEL" means a written opinion from legal counsel who
may be an employee of or counsel for the Company, or other counsel reasonably
acceptable to the Trustee.

                                      -3-
<PAGE>
          "ORDINARY SHARE" means the ordinary shares, $0.01 par value per share,
of the Company, or such other Share Capital of the Company into which the
Company's Ordinary Share is reclassified or changed.

          "ORDINARY SHARE CHANGE MAKE-WHOLE FUNDAMENTAL CHANGE" means any
transaction or series of related transactions (other than a Listed Share
Business Combination), in connection with which (whether by means of an exchange
offer, liquidation, dissolution, winding up, tender offer, consolidation,
merger, reconstruction, amalgamation, combination, reclassification,
recapitalization, asset sale, lease of assets or otherwise) all or substantially
all of the Ordinary Shares (including Ordinary Shares represented by ADSs) are
exchanged for, converted into, acquired for or constitutes solely the right to
receive other securities, other property, assets or cash.

          "PERMITTED TRANSFER" shall mean any transfer of property or assets
between or among one or more Subsidiaries or from one or more Subsidiaries to
the Company.

          "PERSON" or "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.

          "PURCHASE NOTICE" means a Purchase Notice in the form set forth in the
Securities.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the date hereof between the Company and the Initial
Purchasers.

          "RESPONSIBLE OFFICER" shall mean, when used with respect to the
Trustee or the Securities Agent, any officer within the corporate trust
department of the Trustee or the Securities Agent, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee or the Securities Agent, as
applicable, who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall in each case have direct
responsibility for the administration of this Indenture.

          "RESTRICTED ADS FACILITY LETTER" means the letter agreement dated as
of March 17, 2008 between the Company and The Bank of New York, as ADS
Depository.

          "RESTRICTED SECURITY" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Security
constitutes a Restricted Security.

          "RULE 144" means Rule 144 under the Securities Act.

          "RULE 144A" means Rule 144A under the Securities Act.

          "SEC" means the Securities and Exchange Commission.

                                      -4-
<PAGE>
          "SCHEDULED TRADING DAY" means a day that is scheduled to be a Trading
Day on the principal U.S. national securities exchange on which the ADSs are
listed.

          "SECURITIES" means the 3.00% Convertible Senior Notes due 2013 issued
by the Company pursuant to this Indenture.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC thereunder.

          "SECURITIES AGENT" means Wilmington Trust Company, in its capacity as
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent.

          "SHARE CAPITAL" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of share capital of
such Person and all warrants or options to acquire such share capital.

          "SIGNIFICANT SUBSIDIARY" with respect to any person means any
subsidiary of such person that constitutes a "significant subsidiary" within the
meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, as such
regulation is in effect on the date of this Indenture.

          "SUBSIDIARY" means (i) a corporation a majority of whose Share Capital
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company, by one or more subsidiaries
of the Company or by the Company and one or more of its subsidiaries or (ii) any
other person (other than a corporation) in which the Company, one or more of its
subsidiaries, or the Company and one or more of its subsidiaries, directly or
indirectly, at the date of determination thereof, own at least a majority
ownership interest.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as amended and in effect from time to time.

          "TRADING DAY" means any day during which all of the following
conditions are satisfied: (i) trading in the ADSs generally occurs; (ii) there
is no Market Disruption Event; and (iii) a closing sale price for the ADSs is
provided on the New York Stock Exchange or, if the ADSs are not then listed on
the New York Stock Exchange, on the principal other U.S. national securities
exchange on which the ADSs are then listed.

          "TRADING PRICE" means, on any date, the average of the secondary
market bid quotations for the Securities obtained by the Bid Solicitation Agent
on behalf of the Company for five million dollars ($5,000,000) principal amount
of Securities at approximately 4:00 p.m., New York City time, on such date, from
three (3) independent, nationally recognized securities dealers selected by the
Company, which may include any or all of the Initial Purchasers or their
Affiliates; provided, that if the Bid Solicitation Agent on behalf of the
Company can reasonably obtain only two (2) such bids, then the average of such
two (2) bids shall instead be used; provided further, that if the Bid
Solicitation Agent on behalf of the Company can reasonably obtain only one (l)
such bid, then such bid shall instead be used; provided further, that if, on a
given date, the Bid Solicitation Agent on behalf of the Company cannot
reasonably obtain at

                                      -5-
<PAGE>
least one (1) such bid, or if, in the reasonable, good faith judgment of the
Board of Directors, which judgment shall be described in a Board Resolution, the
bid quotation or quotations so obtained by the Bid Solicitation Agent on behalf
of the Company are not indicative of the secondary market value of the
Securities, then, in each case, the Trading Price per $1,000 principal amount of
Securities on such date shall be deemed to be equal to the product of (I) the
Conversion Rate in effect on such date and (II) 97% of the Closing Sale Price on
such date.

          "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions hereof and thereafter
means the successor serving hereunder.

          "VOTING SHARE" of any Person means the total voting power of all
classes of the Share Capital of such Person.

          "VOTING SHARE CHANGE MAKE-WHOLE FUNDAMENTAL CHANGE" means any "person"
or "group" (as those terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than Dr. Zhengrong Shi, is or becomes the "beneficial owner" (as
that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% or more of the Voting Shares of the Company, or if Dr. Zhengrong Shi or
any "group" (as that term is used in Sections 13(d) or 14(d) of the Exchange
Act) of which he is a part is or becomes the "beneficial owner" (as such term is
used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 60% or
more of the Voting Shares of the Company.

     1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
           Term                                               Defined In Section
           ----                                               ------------------
<S>                                                           <C>
"ADDITIONAL AMOUNTS".....................................           10.03
"ADJUSTMENT DETERMINATION DATE"..........................           10.05
"ADJUSTMENT EVENT".......................................           10.05
"ADS CUSTODIAN"..........................................           4.09
"APPLICABLE PRICE".......................................           10.14
"BANKRUPTCY LAW".........................................           6.01
"BCF ADJUSTMENT CAP".....................................           10.06
"BCF MAKE-WHOLE CAP".....................................           10.14
"BUSINESS DAY"...........................................           12.07
"CASH AMOUNT"............................................           10.02
"CASH SETTLEMENT AVERAGING PERIOD".......................           10.02
"CHANGE IN CONTROL"......................................           3.02
"CONVERSION AGENT".......................................           2.03
"CONVERSION AMOUNT"......................................           10.02
"CONVERSION DATE"........................................           10.02
"CONVERSION OBLIGATION"..................................           10.02
"CONVERSION SETTLEMENT DATE".............................           10.02
"CONVERSION SETTLEMENT DISTRIBUTION".....................           10.02
"CONVERSION NOTICE"......................................           4.09
"CONVERSION VALUE".......................................           10.01
"CUSTODIAN"..............................................           6.01
</TABLE>

                                      -6-
<PAGE>
<TABLE>
<S>                                                                 <C>
"DAILY VWAP".............................................           10.02
"DISTRIBUTED PROPERTY"...................................           10.05
"EVENT OF DEFAULT".......................................           6.01
"EX DATE"................................................           10.05
"EXTENSION RIGHT"........................................           6.02
"FUNDAMENTAL CHANGE".....................................           3.02
"FUNDAMENTAL CHANGE NOTICE"..............................           3.02
"FUNDAMENTAL CHANGE REPURCHASE DATE".....................           3.02
"FUNDAMENTAL CHANGE REPURCHASE PRICE"....................           3.02
"FUNDAMENTAL CHANGE REPURCHASE RIGHT"....................           3.02
"GLOBAL SECURITY"........................................           2.01
"INTEREST"...............................................           1.04
"JUDGMENT CURRENCY"......................................           12.11
"LEGAL HOLIDAY"..........................................           12.07
"LISTED SHARE BUSINESS COMBINATION"......................           3.02
"MAKE-WHOLE APPLICABLE INCREASE".........................           10.14
"MAKE-WHOLE CONVERSION PERIOD"...........................           10.14
"MAKE-WHOLE CONSIDERATION"...............................           10.14
"MAKE-WHOLE REFERENCE DATE"..............................           10.14
"NOTICE OF DEFAULT"......................................           6.01
"NOTE MEASUREMENT PERIOD"................................           10.01
"PARTICIPANTS"...........................................           2.15
"PAYING AGENT"...........................................           2.03
"PHYSICAL SECURITIES"....................................           2.01
"PRIVATE PLACEMENT LEGEND"...............................           2.17
"RECORD DATE"............................................           10.05
"REFERENCE PROPERTY".....................................           10.11
"RELEVANT DATE"..........................................           10.05
"RELEVANT TAXING JURISDICTION"...........................           10.03
"REGISTRAR"..............................................           2.03
"REPURCHASE UPON FUNDAMENTAL CHANGE".....................           3.01
"RESALE RESTRICTION TERMINATION DATE"....................           2.17
"SETTLEMENT NOTICE PERIOD"...............................           10.02
"SPIN-OFF"...............................................           10.05
"TERMINATION OF TRADING".................................           3.02
"TRADING PRICE CONDITION"................................           10.01
"VWAP MARKET DISRUPTION EVENT"...........................           10.02
"VWAP TRADING DAY".......................................           10.02
</Table>

     1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                                      -7-
<PAGE>
          All terms used in this Indenture that are defined by the TIA, defined
by the TIA by reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein have the meanings so assigned to them.

     1.04 RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

               (i) a term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with U.S. generally accepted accounting
          principles in effect from time to time;

               (iii) "or" is not exclusive;

               (iv) "including" means "including without limitation";

               (v) words in the singular include the plural and in the plural
          include the singular;

               (vi) provisions apply to successive events and transactions;

               (vii) the term "INTEREST" includes additional interest, unless
          the context otherwise requires or the terms of the Registration Rights
          Agreement provide otherwise;

               (viii) "herein," "hereof" and other words of similar import refer
          to this Indenture as a whole and not to any particular Article,
          Section or other subdivision of this Indenture; and

               (ix) references to currency shall mean the lawful currency of
          the United States of America, unless the context requires otherwise.


                               II. THE SECURITIES

     2.01 FORM AND DATING.

          The Securities and the Trustee's certificate of authentication shall
be substantially in the form set forth in EXHIBIT A, which is incorporated in
and forms a part of this Indenture. The Securities may have notations, legends
or endorsements required by law, stock exchange rule or usage, provided such
notations, legends or endorsements are in form reasonably acceptable to the
Company. Each Security shall be dated the date of its authentication.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in EXHIBIT A (the "GLOBAL SECURITY"), deposited with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or a
nominee thereof, duly executed by the Company and authenticated by the
Securities Agent as hereinafter provided and bearing the legends set forth in
EXHIBITS B-1 and

                                       -8-
<PAGE>
B-2. The aggregate principal amount of the Global Security may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, as hereinafter provided; provided, that in no
event shall the aggregate principal amount of the Global Security or Securities
exceed $575,000,000.

          Securities issued in exchange for interests in a Global Security
pursuant to SECTION 2.15 may be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth in EXHIBIT A
(the "PHYSICAL SECURITIES") and, if applicable, bearing any legends required by
SECTION 2.17.

     2.02 EXECUTION AND AUTHENTICATION.

          One duly authorized Officer shall sign the Securities for the Company
by manual or facsimile signature.

          A Security's validity shall not be affected by the failure of an
Officer whose signature is on such Security to hold, at the time the Security is
authenticated, the same office at the Company.

          A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

          Upon receipt of a Company Order, the Trustee shall authenticate
Securities for original issue in the aggregate principal amount of $575,000,000.
The aggregate principal amount of the Securities outstanding at any time may not
exceed $575,000,000.

          Upon receipt of a Company Order, the Trustee shall authenticate
Securities not bearing the Private Placement Legend to be issued to the
transferee when sold pursuant to an effective registration statement under the
Securities Act as set forth in SECTION 2.16(B).

          The Trustee shall act as the initial authenticating agent. Thereafter,
the Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such authenticating
agent. An authenticating agent so appointed has the same rights as the Trustee
to deal with the Company and its Affiliates.

          The Securities shall be issuable only in registered form without
interest coupons and only in denominations of $1,000 principal amount and any
integral multiple thereof.

     2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

          The Company shall maintain, or shall cause to be maintained, (i) an
office or agency in the Borough of Manhattan, The City of New York, where
Securities may be presented for registration of transfer or for exchange
("REGISTRAR"), (ii) an office or agency in the Borough of Manhattan, The City of
New York, where Securities may be presented for payment ("PAYING AGENT") and
(iii) an office or agency in the Borough of Manhattan, The City of New York,

                                      -9-
<PAGE>
where Securities may be presented for conversion ("CONVERSION AGENT"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint or change one or more co-Registrars, one or
more additional paying agents and one or more additional conversion agents
without notice and may act in any such capacity on its own behalf. The term
"REGISTRAR" includes any co-Registrar; the term "PAYING AGENT" includes any
additional paying agent; and the term "CONVERSION AGENT" includes any additional
conversion agent.

          The Company shall enter into an appropriate agency agreement with any
agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee and the Securities Agent of the name and address of any such agent
not a party to this Indenture. If the Company fails to maintain a Registrar,
Paying Agent or Conversion Agent, the Trustee shall act as such.

          The Company initially appoints the Securities Agent as Paying Agent,
Bid Solicitation Agent, Registrar and Conversion Agent.

          The Company initially appoints The Depositary Trust Company to act as
Depositary with respect to the Securities.

     2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

          Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by the Paying Agent for the
payment of the Securities, and shall notify the Trustee of any Default by the
Company in making any such payment. While any such Default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee and account for any funds so paid by it. Upon payment over to the
Trustee, the Paying Agent shall have no further liability for such money. If the
Company acts as Paying Agent, it shall segregate and hold as a separate trust
fund all money held by it as Paying Agent.

     2.05 SECURITYHOLDER LISTS.

          The Securities Agent shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Securities Agent is not the Registrar, the
Company shall furnish, or shall cause to be furnished, to the Trustee and the
Securities Agent on or before each interest payment date and at such other times
as the Trustee or the Securities Agent may request in writing a list, in such
form and as of such date as the Trustee or the Securities Agent, as the case may
be, may reasonably require, of the names and addresses of Securityholders
appearing in the security register of the Registrar.

     2.06 TRANSFER AND EXCHANGE.

          Subject to SECTIONS 2.15 and 2.16 hereof, where Securities are
presented to the Registrar with a request to register their transfer or to
exchange them for an equal principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transaction are met. To permit registrations of
transfer and exchanges, the Trustee shall authenticate Securities upon the
Trustee's receipt of a Company

                                      -10-
<PAGE>
Order therefor. The Company or the Securities Agent, as the case may be, shall
not be required to register the transfer of or exchange any Security for which a
Purchase Notice has been delivered, and not validly withdrawn, in accordance
with this Indenture, except the unrepurchased portion of Securities being
repurchased in part or unless the Company defaults in the payment of the
Fundamental Change Repurchase Price.

          No service charge shall be made for any transfer or exchange of
Securities, except that the Company or the Securities Agent may require payment
of a sum sufficient to cover any tax or similar governmental charge that may be
imposed in connection with any transfer, exchange or conversion of Securities,
other than exchanges pursuant to SECTIONS 2.10, 9.05 or 10.02 or ARTICLE III,
not involving any transfer.

     2.07 REPLACEMENT SECURITIES.

          If the Holder of a Security claims that the Security has been
mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall, upon receipt of a Company Order, authenticate a replacement
Security upon surrender to the Trustee of the mutilated Security, or upon
delivery to the Trustee of evidence of the loss, destruction or theft of the
Security satisfactory to the Trustee and the Company. In the case of a lost,
destroyed or wrongfully taken Security, if required by the Trustee or the
Company, an indemnity bond must be provided by the Holder that is reasonably
satisfactory to the Securities Agent, the Trustee and the Company to indemnify
and hold harmless the Company, the Trustee and the Securities Agent from any
loss which any of them may suffer if such Security is replaced. The Securities
Agent, Trustee and the Company may charge such Holder for their expenses in
replacing a Security.

          In case any such mutilated, lost, destroyed or wrongfully taken
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security when due.

          Every replacement Security is an additional obligation of the Company
only as provided in SECTION 2.08.

     2.08 OUTSTANDING SECURITIES.

          Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those converted, those cancelled by it,
those delivered to it for cancellation and those described in this SECTION 2.08
as not outstanding. Except to the extent provided in SECTION 2.09, a Security
does not cease to be outstanding because the Company or one of its Subsidiaries
or Affiliates holds the Security.

          If a Security is replaced pursuant to SECTION 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a protected purchaser.

          If the Paying Agent (other than the Company) holds on the Fundamental
Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate
Fundamental Change Repurchase Price or principal amount, as the case may be,
with respect to all Securities to be paid upon Repurchase Upon Fundamental
Change or maturity, as the case may be, in each case

                                      -11-
<PAGE>
plus, if applicable, accrued and unpaid interest, if any, payable as herein
provided upon Purchase at Repurchase Upon Fundamental Change or maturity, then
(unless there shall be a Default in the payment of such aggregate Fundamental
Change Repurchase Price or principal amount, or of such accrued and unpaid
interest), except as otherwise provided herein, on and after such date such
Securities shall be deemed to be no longer outstanding, interest on such
Securities shall cease to accrue, and such Securities shall be deemed paid
whether or not such Securities are delivered to the Paying Agent. Thereafter,
all rights of the Holders of such Securities shall terminate with respect to
such Securities, other than the right to receive the Fundamental Change
Repurchase Price or principal amount, as the case may be, plus, if applicable,
such accrued and unpaid interest, in accordance with this Indenture.
Notwithstanding the foregoing, a Holder shall be entitled to convert a Security
on the Maturity Date, provided such Security has not been surrendered for
payment upon maturity.

          If a Security is converted in accordance with ARTICLE X, then, from
and after the time of such conversion on the Conversion Date, such Security
shall cease to be outstanding, and interest, if any, shall cease to accrue on
such Security unless there shall be a Default in the payment or delivery of the
consideration payable hereunder upon such conversion.

     2.09 SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

          In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any of its Subsidiaries or Affiliates shall
be considered as though not outstanding, except that, for the purposes of
determining whether a Responsible Officer of the Trustee or the Securities
Agent, as applicable, shall be protected in relying on any such direction,
waiver or consent, only Securities which the Trustee or the Securities Agent, as
applicable, knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be considered to be outstanding for
purposes of this SECTION 2.09 if the pledgee establishes, to the satisfaction of
the Trustee or the Securities Agent, as applicable, the pledgee's right so to
concur with respect to such Securities and that the pledgee is not, and is not
acting at the direction or on behalf of, the Company, any other obligor on the
Securities, an Affiliate of the Company or an affiliate of any such other
obligor. In the event of a dispute or uncertainty as to whether the pledgee has
established the foregoing, the Trustee and the Securities Agent may rely on the
advice of counsel or on an Officer's Certificate.

     2.10 TEMPORARY SECURITIES.

          Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall, upon receipt of a Company Order, authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee, upon receipt of a Company Order, shall
authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, each temporary Security shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities, and such temporary
Security shall be exchangeable for definitive Securities in accordance with the
terms of this Indenture.

                                      -12-
<PAGE>
     2.11 CANCELLATION.

          The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Securities surrendered to them for transfer, exchange, payment
or conversion. The Trustee shall promptly cancel all Securities surrendered for
transfer, exchange, payment, conversion or cancellation in accordance with its
customary procedures. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation or that
any Securityholder has converted pursuant to ARTICLE X. All cancelled Securities
held by the Trustee shall be destroyed, and certification of their destruction
shall be delivered by the Trustee to the Company unless the Company shall, by a
Company Order, direct that cancelled Securities be returned to it.

     2.12 DEFAULTED INTEREST.

          If and to the extent the Company defaults in a payment of interest on
the Securities, the Company shall pay in cash the defaulted interest in any
lawful manner plus, to the extent not prohibited by applicable statute or case
law, interest on such defaulted interest at the rate provided in the Securities.
The Company may pay the defaulted interest (plus interest on such defaulted
interest) to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such record date and payment date. At least fifteen
(15) calendar days before the record date, the Company shall mail to the Trustee
and Securityholders a notice that states the record date, payment date and
amount of interest to be paid. Upon the due payment in full, interest shall no
longer accrue on such defaulted interest pursuant to this SECTION 2.12.

     2.13 CUSIP NUMBERS.

          The Company in issuing the Securities may use one or more "CUSIP"
numbers, and, if so, the Trustee and the Securities Agent shall use the CUSIP
numbers in notices of redemption or exchange as a convenience to Holders;
provided, however, that no representation is hereby deemed to be made by the
Trustee or the Securities Agent as to the correctness or accuracy of the CUSIP
numbers printed on the notice or on the Securities; provided further, that
reliance may be placed only on the other identification numbers printed on the
Securities, and the effectiveness of any such notice shall not be affected by
any defect in, or omission of, such CUSIP numbers. The Company shall promptly
notify the Trustee and the Securities Agent of any change in the CUSIP numbers.

     2.14 DEPOSIT OF MONEYS.

          Prior to 10:00 A.M., New York City time, on each interest payment
date, Maturity Date or Fundamental Change Repurchase Date, the Company shall
have deposited with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust in accordance with SECTION 2.04)
money, in funds immediately available on such date, sufficient to make cash
payments, if any, due on such interest payment date, Maturity Date or
Fundamental Change Repurchase Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such interest
payment date, Maturity Date or Fundamental Change Repurchase Date, as the case
may be.

                                      -13-
<PAGE>
     2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          (A) The Global Securities initially shall (i) be registered in the
name of the Depositary or the nominee of the Depositary, (ii) be delivered to
the Trustee as custodian for the Depositary and (iii) bear legends as set forth
in SECTION 2.17.

          Members of, or participants in, the Depositary ("PARTICIPANTS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and the Securities Agent and any agent of the Company, the Trustee and the
Securities Agent as the absolute owner of the Global Security for all purposes
whatsoever and the beneficial owners of the Securities will be entitled only to
those rights and benefits afforded to them in accordance with the Depositary's
regular operating procedures. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee, the Securities Agent or any agent of the
Company, the Trustee or the Securities Agent from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or its
nominee, as the case may be, or impair, as between the Depositary and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

          (B) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. In addition, Physical Securities shall be transferred to all
beneficial owners, as identified by the Depositary, in exchange for their
beneficial interests in Global Securities only if (i) the Depositary notifies
the Company that the Depositary is unwilling or unable to continue as depositary
for any Global Security (or the Depositary ceases to be a "clearing agency"
registered under Section 17A of the Exchange Act) and a successor Depositary is
not appointed by the Company within ninety (90) days of such notice or cessation
or (ii) an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary to issue Physical Securities.

          (C) In connection with the transfer of a Global Security in its
entirety to beneficial owners pursuant to SECTION 2.15(B), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon receipt of a Company Order
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Physical Securities of authorized denominations.

          (D) Any Physical Security constituting a Restricted Security delivered
in exchange for an interest in a Global Security pursuant to SECTION 2.15(B)
shall, except as otherwise provided by SECTION 2.16, bear the Private Placement
Legend.

          (E) The Holder of any Global Security may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

          (F) Notwithstanding any other provisions in this Indenture, so long as
a security is a Global Security, the parties hereto will be bound at all times
by the applicable procedures of the Depositary with respect to such Security.

                                      -14-
<PAGE>
     2.16 SPECIAL TRANSFER PROVISIONS.

          (A) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture, but except as provided
in SECTION 2.15(B), a Global Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

          (B) PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Registrar or co-Registrar shall
deliver only Securities that bear the Private Placement Legend unless (i) the
requested transfer is after the Resale Restriction Termination Date, (ii) there
is delivered to the Trustee, the Securities Agent and the Company an opinion of
counsel reasonably satisfactory to the Company and addressed to the Company to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (iii) such Security has been sold pursuant to an effective registration
statement under the Securities Act and the Holder selling such Securities has
delivered to the Registrar or co-Registrar a notice in the form of EXHIBIT C
hereto. Upon the effectiveness, under the Securities Act, of the "Shelf
Registration Statement" (as defined in the Registration Rights Agreement), the
Company shall deliver to the Trustee and the Securities Agent a notice of
effectiveness, a Global Security or Global Securities, which do not bear the
Private Placement Legend, a Company Order and an Opinion of Counsel in the form
of EXHIBIT D hereto, and, if required by the Depositary, the Company shall
deliver to the Depositary a letter of representations in a form reasonably
acceptable to the Depositary. Upon the effectiveness of any post-effective
amendment to the "Shelf Registration Statement" (as defined in the Registration
Rights Agreement) and upon the effectiveness, under the Securities Act, of any
"Subsequent Shelf Registration Statement" (as defined in the Registration Rights
Agreement), the Company shall deliver to the Trustee and the Securities Agent a
notice of effectiveness and an Opinion of Counsel in the form of EXHIBIT D
hereto. Upon any sale, pursuant to a Shelf Registration Statement, of a
beneficial interest in a Global Security that theretofore constituted a
Restricted Security and delivery of appropriate evidence thereof to the Trustee
and the Securities Agent, and upon any sale or transfer of a beneficial interest
in connection with which the Private Placement Legend will be removed in
accordance with this Indenture, the Trustee shall increase the principal amount
of the Global Security that does not constitute a Restricted Security by the
principal amount of such sale or transfer and likewise reduce the principal
amount of the Global Security that does constitute a Restricted Security.

          (C) GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture and as permitted by applicable law.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.15 or this SECTION 2.16.
The Company shall have the right to

                                      -15-
<PAGE>
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

          (D) TRANSFERS OF SECURITIES HELD BY AFFILIATES. Any certificate (i)
evidencing a Security that has been transferred to an Affiliate within one (1)
year after the Issue Date, as evidenced by a notation on the assignment form for
such transfer or in the representation letter delivered in respect thereof or
(ii) evidencing a Security that has been acquired from an Affiliate (other than
by an Affiliate) in a transaction or a chain of transactions not involving any
public offering, shall, until one (1) year after the last date on which the
Company or any Affiliate was an owner of such Security (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws), in each case, bear the Private Placement Legend, unless otherwise agreed
by the Company (with written notice thereof to the Trustee and the Securities
Agent).

     2.17 RESTRICTIVE LEGENDS.

          Each Global Security and Physical Security that constitutes a
Restricted Security shall bear the legend (the "PRIVATE PLACEMENT LEGEND") as
set forth in EXHIBIT B-1 on the face thereof until after the first anniversary
of the later of (i) the Issue Date and (ii) the last date on which the Company
or any Affiliate was the owner of such Security (or any predecessor security)
(or such longer period of time as may be required under the Securities Act or
applicable state securities laws, as set forth in an Opinion of Counsel, unless
otherwise agreed between the Company and the Holder thereof) (such date, the
"RESALE RESTRICTION TERMINATION DATE").

          Each Global Security shall also bear the legend as set forth in
EXHIBIT B-2.

     2.18 RANKING.

          The indebtedness of the Company arising under or in connection with
this Indenture and every outstanding Security issued under this Indenture from
time to time constitutes and will constitute a senior unsecured obligation of
the Company, ranking equally with other existing and future senior unsecured
indebtedness of the Company and ranking senior to any existing or future
subordinated indebtedness of the Company.


                                 III. REDEMPTION

     3.01 RIGHT OF REDEMPTION.

          (A) Redemption of the Securities, as permitted by any provision of
this Indenture, shall be made with respect to any repurchase upon a Fundamental
Change, in accordance with PARAGRAPH 6 of the Securities (a "REPURCHASE UPON
FUNDAMENTAL CHANGE"), in each case in accordance with the applicable provisions
of this ARTICLE III.

          (B) Securities in denominations larger than $1,000 principal amount
may be redeemed in part but only in integral multiples of $1,000 principal
amount.

     3.02 REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.

                                      -16-
<PAGE>
          (A) In the event any Fundamental Change (as defined below) shall
occur, each Holder of Securities shall have the right (the "FUNDAMENTAL CHANGE
REPURCHASE RIGHT"), at such Holder's option, to require the Company to
repurchase all of such Holder's Securities (or portions thereof that are
integral multiples of $1,000 in principal amount), on a date selected by the
Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which Fundamental Change
Repurchase Date shall be no later than thirty five (35) days, nor earlier than
twenty (20) days, after the date the Fundamental Change Notice (as defined
below) is mailed in accordance with SECTION 3.02(B), at a price, payable in
cash, equal to one hundred percent (100%) of the principal amount of the
Securities (or portions thereof) to be so repurchased (the "FUNDAMENTAL CHANGE
REPURCHASE PRICE"), plus accrued and unpaid interest, if any, to, but excluding,
the Fundamental Change Repurchase Date, upon:

               (i) delivery to the Company (if it is acting as its own Paying
          Agent), or to a Paying Agent designated by the Company for such
          purpose in the Fundamental Change Notice, no later than the close of
          business on the third (3rd) Business Day immediately preceding the
          Fundamental Change Repurchase Date, of a Purchase Notice, in the form
          set forth in the Securities or any other form of written notice
          substantially similar thereto, in each case, duly completed and
          signed, with appropriate signature guarantee, stating:

                    (a) the certificate number(s) of the Securities which the
               Holder will deliver to be repurchased, if such Securities are in
               certificated form;

                    (b) the principal amount of Securities to be repurchased,
               which must be $1,000 or an integral multiple thereof; and

                    (c) that such principal amount of Securities is to be
               repurchased pursuant to the terms and conditions specified in
               PARAGRAPH 7 of the Securities and in this Indenture; and

               (ii) delivery to the Company (if it is acting as its own Paying
          Agent), or to a Paying Agent designated by the Company for such
          purpose in the Fundamental Change Notice, at any time after the
          delivery of such Purchase Notice, of such Securities (together with
          all necessary endorsements) with respect to which the Fundamental
          Change Repurchase Right is being exercised;

provided, however, that if such Fundamental Change Repurchase Date is after a
record date for the payment of an installment of interest and on or before the
related interest payment date, then the accrued and unpaid interest, if any, to,
but excluding, such interest payment date will be paid on such interest payment
date to the Holder of record of such Securities at the close of business on such
record date (without any surrender of such Securities by such Holder), and the
Holder surrendering such Securities for repurchase will not be entitled to any
such accrued and unpaid interest unless such Holder was also the Holder of
record of such Securities at the close of business on such record date.

          If such Securities are held in book-entry form through the Depositary,
the Purchase Notice shall comply with applicable procedures of the Depositary.

                                      -17-

<PAGE>
          Upon such delivery of Securities to the Company (if it is acting as
its own Paying Agent) or such Paying Agent, such Holder shall be entitled to
receive, upon request, from the Company or such Paying Agent, as the case may
be, a nontransferable receipt of deposit evidencing such delivery.

          Notwithstanding anything herein to the contrary, any Holder that has
delivered the Purchase Notice contemplated by this SECTION 3.02(A) to the
Company (if it is acting as its own Paying Agent) or to a Paying Agent
designated by the Company for such purpose in the Fundamental Change Notice
shall have the right to withdraw such Purchase Notice by delivery, at any time
prior to the close of business on the third (3rd) Business Day immediately
preceding the Fundamental Change Repurchase Date, of a written notice of
withdrawal to the Company (if acting as its own Paying Agent) or the Paying
Agent, which notice shall contain the information specified in SECTION
3.02(B)(xi).

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

          (B) Within twenty (20) Business Days after the occurrence of a
Fundamental Change, the Company shall mail, or cause to be mailed, to all
Holders of the Securities at their addresses shown in the register of the
Registrar, and to beneficial owners as required by applicable law, a notice (the
"FUNDAMENTAL CHANGE NOTICE") of the occurrence of such Fundamental Change and
the Fundamental Change Repurchase Right arising as a result thereof. The Company
shall deliver a copy of the Fundamental Change Notice to the Trustee and the
Securities Agent and shall publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
such Fundamental Change Notice.

          Each Fundamental Change Notice shall state:

               (i) the events causing the Fundamental Change;

               (ii) the date of such Fundamental Change;

               (iii) the Fundamental Change Repurchase Date;

               (iv) the date by which the Fundamental Change Repurchase Right
          must be exercised;

               (v) the Fundamental Change Repurchase Price plus accrued and
          unpaid interest, if any, to, but excluding, the Fundamental Change
          Repurchase Date;

               (vi) the names and addresses of the Paying Agent and the
          Conversion Agent;

               (vii) a description of the procedures which a Holder must follow
          to exercise the Fundamental Change Repurchase Right;

               (viii) that, in order to exercise the Fundamental Change
          Repurchase Right, the Securities (together with all necessary
          endorsements) must be surrendered for payment of

                                      -18-
<PAGE>

          the Fundamental Change Repurchase Price plus accrued and unpaid
          interest, if any, payable as herein provided upon Repurchase Upon
          Fundamental Change;

               (ix) that the Fundamental Change Repurchase Price, plus accrued
          and unpaid interest, if any, to, but excluding, the Fundamental Change
          Repurchase Date, for any Security as to which a Purchase Notice has
          been given and not withdrawn will be paid as promptly as practicable,
          but in no event more than the third (3rd) Business Day after the later
          of such Fundamental Change Repurchase Date and the time of delivery of
          the Security (together with all necessary endorsements) as described
          in CLAUSE (viii) above; provided, however, that if such Fundamental
          Change Repurchase Date is after a record date for the payment of an
          installment of interest and on or before the related interest payment
          date, then the accrued and unpaid interest, if any, to, but excluding,
          such interest payment date will be paid on such interest payment date
          to the Holder of record of such Security at the close of business on
          such record date (without any surrender of such Securities by such
          Holder), and the Holder surrendering such Security for repurchase will
          not be entitled to any such accreted and unpaid interest unless such
          Holder was also the Holder of record of such Security at the close of
          business on such record date;

               (x) that, except as otherwise provided herein with respect to a
          Fundamental Change Repurchase Date that is after a record date for the
          payment of an installment of interest and on or before the related
          interest payment date, on and after such Fundamental Change Repurchase
          Date (unless there shall be a Default in the payment of the
          consideration payable as herein provided upon Repurchase Upon
          Fundamental Change), interest on Securities subject to Repurchase Upon
          Fundamental Change will cease to accrue, and all rights of the Holders
          of such Securities shall terminate, other than the right to receive,
          in accordance herewith, the consideration payable as herein provided
          upon Repurchase Upon Fundamental Change;

               (xi) that a Holder will be entitled to withdraw its election in
          the Purchase Notice if the Company (if acting as its own Paying
          Agent), or the Paying Agent receives, prior to the close of business
          on the third (3rd) Business Day immediately preceding the Fundamental
          Change Repurchase Date, or such longer period as may be required by
          law, a letter or telegram, telex or facsimile transmission (receipt of
          which is confirmed and promptly followed by a letter) setting forth
          (I) the name of such Holder, (II) a statement that such Holder is
          withdrawing its election to have Securities purchased by the Company
          on such Fundamental Change Repurchase Date pursuant to a Repurchase
          Upon Fundamental Change, (III) the certificate number(s) of the
          Securities to be so withdrawn, if such Securities are in certificated
          form, (IV) the principal amount of the Securities of such Holder to be
          so withdrawn, which amount must be $1,000 or an integral multiple
          thereof and (V) the principal amount, if any, of the Securities of
          such Holder that remain subject to the Purchase Notice delivered by
          such Holder in accordance with this SECTION 3.02, which amount must be
          $1,000 or an integral multiple thereof;

               (xii) the Conversion Rate and any adjustments to the Conversion
          Rate that will result from such Fundamental Change;

                                      -19-
<PAGE>
               (xiii) that Securities with respect to which a Purchase Notice is
          given by a Holder may be converted pursuant to ARTICLE X, if otherwise
          convertible in accordance with ARTICLE X, only if such Purchase Notice
          has been withdrawn in accordance with this SECTION 3.02 or if there
          shall be a Default in the payment of the Fundamental Change Repurchase
          Price or in the accrued and unpaid interest, if any, payable as herein
          provided upon Repurchase Upon Fundamental Change; and

               (xiv) the CUSIP number or numbers, as the case may be, of the
          Securities.

          At the Company's request, upon reasonable prior written notice, the
Trustee shall mail such Fundamental Change Notice in the Company's name and at
the Company's expense; provided, however, that the form and content of such
Fundamental Change Notice shall be prepared by the Company.

          No failure of the Company to give a Fundamental Change Notice shall
limit any Holder's right pursuant hereto to exercise a Fundamental Change
Repurchase Right.

          (C) Subject to the provisions of this SECTION 3.02, the Company shall
pay, or cause to be paid, the Fundamental Change Repurchase Price, plus accrued
and unpaid interest, if any, to, but excluding, the Fundamental Change
Repurchase Date, with respect to each Security as to which the Fundamental
Change Repurchase Right shall have been exercised to the Holder thereof as
promptly as practicable, but in no event later than the third (3rd) Business Day
after the later of the Fundamental Change Repurchase Date and the time such
Security is surrendered to the Paying Agent; provided, however, that if such
Fundamental Change Repurchase Date is after a record date for the payment of an
installment of interest and on or before the related interest payment date, then
the accrued and unpaid interest, if any, to, but excluding, such interest
payment date will be paid on such interest payment date to the Holder of record
of such Security at the close of business on such record date, and the Holder
surrendering such Security for repurchase will not be entitled to any such
accrued and unpaid interest unless such Holder was also the Holder of record of
such Security at the close of business on such record date.

          (D) Prior to 10:00 A.M., New York City time on a Fundamental Change
Repurchase Date, the Company shall deposit with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with SECTION 2.04) money, in funds immediately available on the
Fundamental Change Repurchase Date, sufficient to pay the consideration payable
as herein provided upon Repurchase Upon Fundamental Change for all of the
Securities that are to be repurchased by the Company on such Fundamental Change
Repurchase Date pursuant to a Repurchase Upon Fundamental Change. The Paying
Agent shall return to the Company, as soon as practicable, any money not
required for that purpose.

          (E) Once the Fundamental Change Notice and the Purchase Notice have
been duly given in accordance with this SECTION 3.02, the Securities to be
repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the
Fundamental Change Repurchase Date, become due and payable in accordance
herewith, and, on and after such date (unless there shall be a Default in the
payment of the consideration payable as herein provided upon Repurchase Upon
Fundamental Change), except as otherwise provided herein with respect to a
Fundamental Change Repurchase Date that is after a record date for the payment
of an installment of interest

                                      -20-
<PAGE>
and on or before the related interest payment date, such Securities shall cease
to bear interest, and all rights of the Holders of such Securities shall
terminate, other than the right to receive, in accordance herewith, such
consideration.

          (F) Securities with respect to which a Purchase Notice has been duly
delivered in accordance with this SECTION 3.02 may be converted pursuant to
ARTICLE X, if otherwise convertible in accordance with ARTICLE X, only if such
Purchase Notice has been withdrawn in accordance with this SECTION 3.02 or if
there shall be a Default in the payment of the consideration payable as herein
provided upon Repurchase Upon Fundamental Change.

          (G) If any Security shall not be paid upon surrender thereof for
Repurchase Upon Fundamental Change, the principal of and accrued and unpaid
interest on, such Security shall, until paid, bear interest, payable in cash, at
the rate borne by such Security on the principal amount of such Security, and
such Security shall continue to be convertible pursuant to ARTICLE X.

          (H) Any Security which is to be submitted for Repurchase Upon
Fundamental Change only in part shall be delivered pursuant to this SECTION 3.02
(with, if the Company or the Securities Agent so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Securities Agent duly executed by, the Holder thereof or its attorney duly
authorized in writing, with a medallion guarantee), and the Company shall
execute, and the Trustee shall, upon receipt of a Company Order, authenticate
and make available for delivery to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, of the same tenor and in aggregate principal amount
equal to the portion of such Security not duly submitted for Repurchase Upon
Fundamental Change.

          (I) Notwithstanding anything herein to the contrary, there shall be no
purchase of any Securities pursuant to this SECTION 3.02 if there has occurred
(prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Purchase Notice) and is continuing an Event of
Default (other than a Default in the payment of the consideration payable as
herein provided upon Repurchase Upon Fundamental Change or a Default arising
from the Company's failure to provide the applicable Fundamental Change Notice).
The Paying Agent will promptly return to the respective Holders thereof any
Securities held by it during the continuance of an Event of Default (other than
a Default in the payment of such consideration or arising from the Company's
failure to provide the applicable Fundamental Change Notice).

          (J) Notwithstanding anything herein to the contrary, if the option
granted to Holders to require the repurchase of the Securities upon the
occurrence of a Fundamental Change is determined to constitute a tender offer,
the Company shall comply with all applicable tender offer rules under the
Exchange Act, including Rule 13e-4 and Regulation 14E thereunder, and with all
other applicable laws, and will file a Schedule TO or any other schedules
required under the Exchange Act or any other applicable laws.

          (K) As used herein and in the Securities, a "FUNDAMENTAL CHANGE" shall
be deemed to have occurred upon the occurrence of either a "Change in Control"
or a "Termination of Trading."

                                      -21-
<PAGE>
               (i) A "CHANGE IN CONTROL" shall be deemed to have occurred at
          such time as:

                    (a) any "person" or "group" (as such terms are used in
               Sections 13(d) and 14(d) of the Exchange Act), other than Dr.
               Zhengrong Shi, is or becomes the "beneficial owner" (as such term
               is used in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of fifty percent (50%) or more of the Voting Shares
               of the Company, or if Dr. Zhengrong Shi or any "group" (as that
               term is used in Section 13(d) and 14(d) of the Exchange Act) of
               which he is a part is or becomes the "beneficial owner" (as that
               term is used in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of 60% or more of the Voting Shares of the Company;
               or

                    (b) there occurs a sale, transfer, lease, conveyance or
               other disposition (other than a Permitted Transfer) of all or
               substantially all of the property or assets of the Company to any
               "person" or "group" (as such terms are used in Sections 13(d) and
               14(d) of the Exchange Act), including any group acting for the
               purpose of acquiring, holding, voting or disposing of securities
               within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

                    (c) the Company consolidates or amalgamates with, merges
               with or into, or are reconstructed into another person or any
               person consolidates or amalgamates with, or merges with or into,
               or is reconstructed into the Company, unless either:

                         (1) the persons that "beneficially owned" (as such term
                    is used in Rule 13d-3 under the Exchange Act), directly or
                    indirectly, the shares of the Company's Voting Share
                    immediately prior to such transaction, "beneficially own,"
                    directly or indirectly, immediately after such transaction,
                    shares of the surviving or continuing corporation's Voting
                    Share representing at least a majority of the total
                    outstanding voting power of all outstanding classes of the
                    Voting Share of the surviving or continuing corporation in
                    substantially the same proportion as such ownership
                    immediately prior to such transaction; or

                         (2) at least ninety percent (90%) of the consideration
                    (other than cash payments for fractional shares or pursuant
                    to statutory appraisal rights) in such transaction consists
                    of common stock, shares or American depositary shares
                    representing such shares and any associated rights traded on
                    a U.S. national securities exchange (or which will be so
                    traded or quoted when issued or exchanged in connection with
                    such transaction), and, as a result of such transaction, the
                    Securities become convertible solely (except as to any cash
                    in lieu of fractional ADSs due upon conversion) into such
                    common stock, shares or American depositary shares
                    representing such shares, and associated rights (such a
                    transaction that satisfies the conditions set forth in this
                    CLAUSE (2), a "LISTED SHARE BUSINESS COMBINATION"), subject
                    to the full or partial cash settlement of the Company's
                    Conversion Obligation; or

                                      -22-
<PAGE>

                    (d) the following persons cease for any reason to constitute
               a majority of the Company's Board of Directors:

                         (1) individuals who on the Issue Date constituted the
                    Company's Board of Directors; and

                         (2) any new directors whose election to the Company's
                    Board of Directors or whose nomination for election by the
                    Company's shareholders was approved by at least a majority
                    of the directors of the Company then still in office either
                    who were directors of the Company on the Issue Date or whose
                    election or nomination for election was previously so
                    approved; or

                    (e) the Company is liquidated, dissolved or wound up or the
               holders of the Company's Share Capital approve any plan or
               proposal for the liquidation, dissolution or winding up of the
               Company.

               (ii) A "TERMINATION OF TRADING" shall be deemed to occur when
          neither the ADSs of the Company (or other securities into which the
          Securities are then convertible) nor the Ordinary Shares represented
          by the ADSs are listed for trading on a U.S. national securities
          exchange.


                                  IV. COVENANTS

     4.01 PAYMENT OF SECURITIES.

          The Company shall pay all amounts due with respect to the Securities
on the dates and in the manner provided in the Securities and this Indenture.
All such amounts shall be considered paid on the date due if the Paying Agent
holds (or, if the Company is acting as Paying Agent, the Company has segregated
and holds in trust in accordance with SECTION 2.04) on that date money
sufficient to pay the amount then due with respect to the Securities (unless
there shall be a Default in the payment of such amounts to the respective
Holder(s)). The Company will pay, in money of the United States that at the time
of payment is legal tender for payment of public and private debts, all amounts
due in cash with respect to the Securities, which amounts shall be paid (A) in
the case of a Security that is in global form, by wire transfer of immediately
available funds to the account designated by the Depositary or its nominee; (B)
in the case of a Security that is held, other than global form, by a Holder of
more than five million dollars ($5,000,000) in aggregate principal amount of
Securities, by wire transfer of immediately available funds to the account
specified by such Holder or, if such Holder does not specify an account, by
mailing a check to the address of such Holder set forth in the register of the
Registrar; and (C) in the case of a Security that is held, other than global
form, by a Holder of five million dollars ($5,000,000) or less in aggregate
principal amount of Securities, by mailing a check to the address of such Holder
set forth in the register of the Registrar.

          The Company shall pay, in cash, interest on any overdue amount
(including, to the extent permitted by applicable law, overdue interest) at the
rate borne by the Securities.

     4.02 MAINTENANCE OF OFFICE OR AGENCY.

                                      -23-
<PAGE>
          The Company will maintain, or cause to be maintained, in the Borough
of Manhattan, the City of New York, an office or agency (which may be an office
of the Securities Agent or an affiliate of the Securities Agent, Registrar or
co-Registrar) where Securities may be surrendered for registration of transfer
or exchange, payment or conversion. The Company will give prompt written notice
to the Trustee and the Securities Agent of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain, or fail to cause to maintain, any such required office or agency or
shall fail to furnish the Trustee and the Securities Agent with the address
thereof; such presentations and surrenders may be made or served at the
applicable Corporate Trust Office of the Securities Agent. The Company will
maintain, or cause to be maintained, in the Borough of Manhattan, the City of
New York, an office or agency where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served, provided that
such office or agency may instead be at the principal office of the Company
located in the United States.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company will
give prompt written notice to the Trustee and the Securities Agent of any such
designation or rescission and of any change in the location of any such other
office or agency.

          The Company hereby designates the applicable Corporate Trust Office of
the Securities Agent as an agency of the Company in accordance with SECTION
2.03.

     4.03 RULE 144A INFORMATION AND ANNUAL REPORTS.

          (A) At any time when the Company is not subject to, or is in violation
of, Sections 13 or 15(d) of the Exchange Act, the Company shall promptly provide
to the Securities Agent and shall, upon request, provide to any Holder,
beneficial owner or prospective purchaser of Securities or ADSs issued upon
conversion of any Securities, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such
Securities or ADSs pursuant to Rule 144A; provided, however, that the Company
shall not be obligated to provide such information if none of the outstanding
Securities constitute "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act. The Company shall take such further action
as any Holder or beneficial holder of such Securities or ADSs may reasonably
request in writing to the extent required from time to time to enable such
Holder or beneficial holder to sell its Securities or ADSs in accordance with
Rule 144A, as such rule may be amended from time to time.

          (B) The Company shall deliver to the Trustee and the Securities Agent,
no later than the time such report is required to be filed with the SEC pursuant
to the Exchange Act, a copy of each report the Company is required to file with
the SEC pursuant to Section 13 or 15(d) or the Exchange Act; provided, however,
that the Company shall not be required to deliver to the Trustee or the
Securities Agent any material for which the Company has sought and received
confidential treatment by the SEC; provided further, each such report will be
deemed to be so delivered to the Trustee and the Securities Agent if the Company
files such report with the SEC

                                      -24-
<PAGE>
through the SEC's EDGAR database no later than the time such report is required
to be filed with the SEC pursuant to the Exchange Act. In the event the Company
is at any time no longer subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act, the Company shall continue to provide the
Trustee and the Securities Agent and each Holder, within thirty (30) calendar
days after the date the Company would have been required to file such reports
with the SEC, annual and quarterly consolidated financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the SEC if the Company were subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, including, with
respect to annual information only, a report thereon by the Company's certified
independent public accountants as such would be required in such reports filed
with the SEC and, in each case, together with a management's discussion and
analysis of financial condition and results of operations which would be so
required. The Company also shall comply with the other provisions of TIA Section
314(a).

     4.04 COMPLIANCE CERTIFICATE.

          The Company shall deliver to the Trustee, within ninety (90) calendar
days after the end of each fiscal year of the Company, or, if earlier, by the
date the Company is, or would be, required to file with the SEC the Company's
annual report (whether on Form 20-F under the Exchange Act or another
appropriate form) for such fiscal year, a certificate of two (2) or more
Officers as required by TIA Section 314(a)(4), stating whether or not the
signatories to such certificate have actual knowledge of any Default or Event of
Default by the Company in performing any of its obligations under this Indenture
or the Securities (without regard to any period of grace or requirement of
notice hereunder or thereunder). If such signatories do know of any such Default
or Event of Default, then such certificate shall describe the Default or Event
of Default and its status.

     4.05 STAY, EXTENSION AND USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (in each case, to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

     4.06 CORPORATE EXISTENCE.

          Subject to ARTICLE V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each of its Subsidiaries, in accordance
with the respective organizational documents of the Company and of each
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Subsidiaries; provided, however, that the Company shall not
be required to preserve any such right, license or franchise, or the corporate
existence of any Subsidiary, if in the good faith judgment of the Board of
Directors (i) such preservation or existence is not

                                      -25-
<PAGE>
material to the conduct of business of the Company and (ii) the loss of such
right, license or franchise or the dissolution of such Subsidiary does not have
a material adverse impact on the Holders.

     4.07 NOTICE OF DEFAULT.

          Upon the Company becoming aware of the occurrence of any Default or
Event of Default, the Company shall give prompt written notice of such Default
or Event of Default, and any remedial action proposed to be taken, to the
Trustee and the Securities Agent.

     4.08 FURTHER INSTRUMENTS AND ACTS.

          Upon request of the Trustee or the Securities Agent, the Company shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

     4.09 DELIVERY OF ORDINARY SHARES.

          The Company will deliver to the Custodian (as defined in the Deposit
Agreement) (the "ADS CUSTODIAN"), such Ordinary Shares required for the issuance
of the ADSs by the ADS Depositary upon conversion of the Securities, plus
written delivery instructions (if requested by the ADS Custodian) for such ADSs,
a notice in substantially the form set forth in EXHIBIT A hereto (the
"CONVERSION NOTICE") duly completed and executed by each Holder surrendering
such Securities for conversion certifying its status as an affiliate or
non-affiliate, as the case may be, of the Company within the meaning of Rule 144
and any other information or documentation required by the ADS Depositary or the
ADS Custodian in connection with each deposit of the Ordinary Shares and
issuance and delivery of the ADSs.

     4.10 LISTING OF ADSS

          The Company shall use its best efforts to cause the ADSs issuable upon
conversion of the Securities, other than any ADSs issuable upon the conversion
of Restricted Securities, to be listed on the New York Stock Exchange not later
than, and to maintain such listing after, the earlier of (i) the effective date
of a shelf registration statement registering resales of the Registrable
Securities (as defined in the Registration Rights Agreement), and (ii) the date
that is six (6) months after the Issue Date.


                                  V. SUCCESSORS

     5.01 WHEN COMPANY MAY MERGE, ETC.

          The Company shall not consolidate or amalgamate with, or merge with or
into or reconstruct into or enter into other similar arrangements with, or sell,
transfer, lease, convey or otherwise dispose of all or substantially all of the
property or assets of the Company to, another person, whether in a single
transaction or series of related transactions, unless (i) such other person is a
corporation organized and existing under the laws of the Cayman Islands, the
British Virgin Islands, Bermuda, Hong Kong, the United States, any State thereof
or the District of Columbia; (ii) such person assumes by supplemental indenture
all the obligations of the

                                      -26-
<PAGE>
Company under the Securities and this Indenture; and (iii) immediately after
giving effect to such transaction or series of transactions, no Default or Event
of Default shall exist.

          The Company shall deliver to the Trustee and the Securities Agent
prior to the consummation of the proposed transaction an Officer's Certificate
to the foregoing effect and an Opinion of Counsel (which may rely upon such
Officer's Certificate as to the absence of Defaults and Events of Default)
stating that the proposed transaction and such supplemental indenture will, upon
consummation of the proposed transaction, comply with this Indenture.

     5.02 SUCCESSOR SUBSTITUTED.

          Upon any consolidation, amalgamation, merger, reconstruction or any
sale, transfer, lease, conveyance or other disposition of all or substantially
all of the property or assets of the Company, the successor person formed by
such consolidation or into which the Company is merged or to which such sale,
transfer, lease, conveyance or other disposition is made shall succeed to, and,
except in the case of a lease, be substituted for, and may exercise every right
and power of, and shall assume every duty and obligation of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein. When the successor assumes all obligations of the Company
hereunder, except in the case of a lease, all obligations of the predecessor
shall terminate.


                            VI. DEFAULTS AND REMEDIES

     6.01 EVENTS OF DEFAULT.

          An "EVENT OF DEFAULT" occurs if:

               (i) the Company fails to pay the principal of, or premium, if
          any, on, any Security when the same becomes due and payable, whether
          at maturity, on a Fundamental Change Repurchase Date with respect to a
          Repurchase Upon Fundamental Change or otherwise;

               (ii) the Company fails to pay an installment of interest or
          additional interest on any Security when due, if such failure
          continues for thirty (30) days after the date when due;

               (iii) the Company fails to satisfy its conversion obligations
          upon exercise of a Holder's conversion rights pursuant hereto;

               (iv) the Company fails to timely provide a Fundamental Change
          Notice, as required by the provisions of this Indenture, or fails to
          timely provide any notice pursuant to, and in accordance with, SECTION
          10.14(D);

               (v) the Company fails to comply with any other term, covenant or
          agreement set forth in the Securities or this Indenture and such
          failure continues for the period, and after the notice, specified
          below;

                                      -27-
<PAGE>

               (vi) the Company or any of its Subsidiaries defaults in the
          payment when due, after the expiration of any applicable grace period,
          of principal of, or premium, if any, or interest on, Indebtedness for
          money borrowed, in the aggregate principal amount then outstanding of
          thirty million dollars ($30,000,000) or more, or the acceleration of
          Indebtedness of the Company or any of its Subsidiaries for money
          borrowed in such aggregate principal amount or more so that it becomes
          due and payable prior to the date on which it would otherwise become
          due and payable and such default is not cured or waived, or such
          acceleration is not rescinded, within sixty (60) days after notice to
          the Company by the Trustee or to the Company and the Trustee by
          Holders of at least twenty five percent (25%) in the aggregate
          principal amount of the Securities then outstanding, each in
          accordance with this Indenture;

               (vii) the Company or any of its Subsidiaries fails, within sixty
          (60) days, to pay, bond or otherwise discharge any judgments or orders
          for the payment of money the total uninsured amount of which for the
          Company or any of its Subsidiaries exceeds fifty million dollars
          ($50,000,000), which are not stayed on appeal;

               (viii) the Company or any of its Significant Subsidiaries or any
          group of Subsidiaries that in the aggregate would constitute a
          Significant Subsidiary of the Company, pursuant to, or within the
          meaning of, any Bankruptcy Law, insolvency law, or other similar law
          now or hereafter in effect or otherwise, either:

                    (A) commences a voluntary case,

                    (B) consents to the entry of an order for relief against it
               in an involuntary case,

                    (C) consents to the appointment of a Custodian of it or for
               all or substantially all of its property, or

                    (D) makes a general assignment for the benefit of its
               creditors; or

               (ix) a court of competent jurisdiction enters an order or decree
          under any Bankruptcy Law that:

                    (A) is for relief against the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that in the
               aggregate would constitute a Significant Subsidiary of the
               Company in an involuntary case or proceeding, or adjudicates the
               Company or any of its Significant Subsidiaries or any group of
               Subsidiaries that in the aggregate would constitute a Significant
               Subsidiary of the Company insolvent or bankrupt,

                    (B) appoints a Custodian of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that in the
               aggregate would constitute a Significant Subsidiary of the
               Company for all or substantially all of the property of the
               Company or any such Significant Subsidiary or any group of
               Subsidiaries that in the aggregate would constitute a Significant
               Subsidiary of the Company, as the case may be, or

                                      -28-
<PAGE>

                    (C) orders the winding up or liquidation of the Company or
               any of its Significant Subsidiaries or any group of Subsidiaries
               that in the aggregate would constitute a Significant Subsidiary
               of the Company,

          and, in the case of each of the foregoing clauses (A), (B) and (C) of
          this SECTION 6.01(ix), the order or decree remains unstayed and in
          effect for at least ninety (90) consecutive days.

          The term "BANKRUPTCY LAW" means the bankruptcy laws of the respective
jurisdictions of incorporation of the Company and the Significant Subsidiaries
for the relief of debtors. The term "CUSTODIAN" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

          A Default under CLAUSE (v) above is not an Event of Default until (I)
the Trustee notifies the Company, or the Holders of at least twenty five percent
(25%) in aggregate principal amount of the Securities then outstanding notify
the Company and the Trustee in writing, of the Default and (II) the Default is
not cured within sixty (60) days after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that the notice is a
"NOTICE OF DEFAULT." If the Holders of at least twenty five percent (25%) in
aggregate principal amount of the outstanding Securities request the Trustee to
give such notice on their behalf, the Trustee shall do so. When a Default is
cured, it ceases to exist for all purposes under this Indenture.

     6.02 ACCELERATION.

          If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(viii) or (ix) with respect to the Company (but including an Event
of Default specified in SECTION 6.01(viii) or (ix) solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company)) occurs and
is continuing, the Trustee by written notice to the Company, or the Holders of
at least twenty five percent (25%) in aggregate principal amount of the
Securities then outstanding by written notice to the Company and the Trustee,
may declare the Securities to be immediately due and payable in full. Upon such
declaration, the principal of, and any accrued and unpaid interest (including
additional interest) on, all Securities shall be due and payable immediately. If
an Event of Default specified in SECTION 6.01(viii) or (ix) with respect to the
Company (excluding, for purposes of this sentence, an Event of Default specified
in SECTION 6.01(viii) or (ix) solely with respect to a Significant Subsidiary of
the Company or any group of Subsidiaries that in the aggregate would constitute
a Significant Subsidiary of the Company) occurs, the principal of, and accrued
and unpaid interest (including any additional interest) on, all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in aggregate principal amount of the Securities then outstanding
by written notice to the Trustee may rescind or annul an acceleration and its
consequences if (A) the rescission would not conflict with any order or decree,
(B) all existing Events of Default, except the nonpayment of principal or
interest (including and additional interest) that has become due solely because
of the acceleration, have been cured or waived and (C) all amounts due to the
Trustee and the Securities Agent under SECTION 7.07 have been paid.

                                      -29-
<PAGE>
          Notwithstanding the foregoing, if the Company so selects, the sole
remedy of Holders for an Event of Default relating to any obligation the Company
may have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the
failure of the Company to file any document or report that the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act or of the covenant in SECTION 4.03 shall for the first ninety (90) days
after the occurrence of such Event of Default consist exclusively of the right
(the "EXTENSION RIGHT") to receive additional interest on the Securities at an
annual rate equal to 0.25% of the principal amount of the Securities. Any such
additional interest shall be payable in the same manner and on the same dates as
the stated interest payable on the Securities. The additional interest shall
accrue on all outstanding Securities from and including the date on which an
Event of Default relating to a failure to comply with the reporting obligations
in this Indenture first occurs to but not including the ninetieth (90th) day
thereafter (or such earlier date on which such Event of Default shall have been
cured or waived). On such ninetieth (90th) day (or earlier, if such Event of
Default is cured or waived prior to such ninetieth (90th) day), such additional
interest shall cease to accrue and the Securities shall be subject to
acceleration as provided in the preceding paragraph if such Event of Default is
continuing. For the avoidance of doubt, the additional interest shall not begin
to accrue until the Company fails to perform the covenant in SECTION 4.03 for a
period of sixty (60) days after notice of such failure to the Company by the
Trustee or to the trustee and the Company by Holders of at least twenty-five
percent (25%) in aggregate principal amount of the Securities then outstanding
in accordance with this Indenture.

          Notwithstanding the preceding paragraph, if an event of default under
any other series of debt securities of the Company occurs as a result of the
failure of the Company to file any such document or report and such event of
default results in the principal amount of such other debt securities becoming
due and payable, then the Extension Right shall no longer apply and the
Securities shall be subject to acceleration as provided in the first paragraph
of this Section 6.02.

     6.03 OTHER REMEDIES.

          Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, and a Responsible Officer of the Trustee has
actual knowledge of such Event of Default, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of amounts due
with respect to the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative.

     6.04 WAIVER OF PAST DEFAULTS.

          Subject to SECTIONS 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding may, by notice to
the Trustee, waive any past Default or Event of Default and its consequences,
other than (A) a Default or Event of Default in the payment of the principal of,
or premium, if any, or interest or additional interest on, any Security, or in
the payment of the Fundamental Change Repurchase Price (or accrued and unpaid
interest,

                                      -30-
<PAGE>

if any, payable as herein provided, upon Repurchase Upon Fundamental Change),
(B) a Default or Event of Default arising from a failure by the Company to
convert any Securities in accordance with this Indenture or (C) any Default or
Event of Default in respect of any provision of this Indenture or the Securities
which, under SECTION 9.02, cannot be modified or amended without the consent of
the Holder of each outstanding Security affected. When a Default or an Event of
Default is waived, it is cured and ceases to exist for all purposes under this
Indenture. This SECTION 6.04 shall be in lieu of TIA Section 316(a)(1)(B), and,
as permitted by the TIA, TIA Section 316(a)(l)(B) is hereby expressly excluded
from this Indenture.

     6.05 CONTROL BY MAJORITY.

          The Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability
unless the Trustee is offered indemnity satisfactory to it; provided, that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. This SECTION 6.05 shall be in lieu of TIA
Section 316(a)(1)(A), and, as permitted by the TIA, TIA Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture.

     6.06 LIMITATION ON SUITS.

          Except as provided in SECTION 6.07, a Securityholder may not institute
any proceeding under this Indenture, or for the appointment of a receiver or a
trustee, or for any other remedy under this Indenture unless:

               (i) the Holder gives to the Trustee written notice of a
          continuing Event of Default;

               (ii) the Holders of at least twenty five percent (25%) in
          aggregate principal amount of the Securities then outstanding make a
          written request to the Trustee to pursue the remedy;

               (iii) such Holder or Holders offer and, if requested, provide to
          the Trustee indemnity reasonably satisfactory to the Trustee against
          any loss, liability or expense to or of the Trustee in connection with
          pursuing such remedy;

               (iv) the Trustee does not comply with the request within sixty
          (60) days after receipt of such notice, request and offer of
          indemnity; and

               (v) during such sixty (60) day period, the Holders of a majority
          in aggregate principal amount of the Securities then outstanding do
          not give the Trustee a direction inconsistent with the request.

          A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

                                      -31-
<PAGE>

     6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of all amounts due with respect to the Securities,
on or after the respective due dates as provided herein, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to convert the Security in accordance with this Indenture, or to
bring suit for the enforcement of such right, shall not be impaired or affected
without the consent of the Holder.

     6.08 COLLECTION SUIT BY TRUSTEE.

          If an Event of Default specified in SECTION 6.01(i) or (ii) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount due with respect to
the Securities, including any unpaid and accrued interest.

     6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee, any predecessor Trustee and the Securityholders allowed in any judicial
proceedings relative to the Company or its creditors or properties.

          The Trustee may collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under SECTION 7.07.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     6.10 PRIORITIES.

          If the Trustee collects any money pursuant to this ARTICLE VI, it
shall pay out the money in the following order:

<TABLE>
<S>                 <C>
          First:    to the Trustee and the Securities Agent for amounts due
                    under SECTION 7.07;

          Second:   to Securityholders for all amounts due and unpaid on the
                    Securities, without preference or priority of any kind,
                    according to the amounts
</TABLE>

                                      -32-
<PAGE>

<TABLE>
<S>                 <C>
                    due and payable on the Securities; and

          Third:    the balance, if any, to the Company.
</TABLE>

          The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment by it to Securityholders pursuant
to this SECTION 6.10. At least fifteen (15) days before each such record date,
the Trustee shall mail to each Holder and the Company a written notice that
states such record date and payment date and the amount of such payment.

     6.11 UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit other than the Trustee of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This SECTION 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to SECTION 6.07 or a suit by Holders of more than ten
percent (10%) in aggregate principal amount of the outstanding Securities.


                        VII. TRUSTEE AND SECURITIES AGENT

     7.01 DUTIES OF TRUSTEE AND THE SECURITIES AGENT.

          (A) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

          (B) The Trustee, except during the continuance of an Event of Default,
and the Securities Agent:

               (i) need perform only those duties that are specifically set
          forth in this Indenture, and no implied covenants or obligations shall
          be read into this Indenture against the Trustee or the Securities
          Agent; and

               (ii) in the absence of bad faith, willful misconduct or
          negligence on its part, may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Trustee or the Securities
          Agent, as the case may be, and conforming to the requirements of this
          Indenture; but in the case of any such certificates or opinions which
          by any provision hereof are specifically required to be furnished to
          the Trustee or the Securities Agent, the Trustee or the Securities
          Agent, as the case may be, shall examine the certificates and opinions
          to determine whether or not they conform to the requirements of this
          Indenture (but need not confirm or investigate the accuracy of
          mathematical calculations or other facts stated therein).

                                      -33-
<PAGE>

          (C) Neither the Trustee nor the Securities Agent may be relieved from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

               (i) neither the Trustee nor the Securities Agent shall be liable
          for any error of judgment made in good faith by a Responsible Officer
          thereof, unless it is conclusively determined by a court of competent
          jurisdiction that the Trustee or the Securities Agent, as the case may
          be, was negligent in ascertaining the pertinent facts; and

               (ii) the Trustee shall be not liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to SECTION 6.05.

          (D) Every provision of this Indenture that in any way relates to the
Trustee or the Securities Agent is subject to the provisions of this SECTION
7.01.

          (E) Neither the Trustee nor the Securities Agent shall be liable for
interest on any money received by it except as the Trustee or the Securities
Agent, as the case may be, may agree in writing with the Company. Money held in
trust by the Trustee or the Securities Agent shall be segregated from other
funds as directed in writing by the Company or as required by law and shall be
invested by the Trustee or the Securities Agent, as applicable, pursuant to the
written instructions of the Company reasonably satisfactory to the Trustee or
the Securities Agent, as applicable.

     7.02 RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

          (A) Subject to SECTION 7.01, each of the Trustee and the Securities
Agent may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper person. Neither the Trustee nor the
Securities Agent need investigate any fact or matter stated in the document; if,
however, the Trustee or the Securities Agent shall determine to make such
further inquiry or investigation, it shall be entitled during normal business
hours of the Company to examine the relevant books, records and premises of the
Company, personally or by agent or attorney upon reasonable prior notice.

          (B) Before the Trustee or the Securities Agent acts or refrains from
acting, it may require an Officer's Certificate and/or an Opinion of Counsel.
Neither the Trustee nor the Securities Agent shall be liable for any action it
takes or omits to take in good faith in reliance on such Officer's Certificate
or Opinion of Counsel. No such Officer's Certificate or Opinion of Counsel shall
be at the expense of the Trustee or the Securities Agent.

          (C) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution.

          (D) Each of the Trustee and the Securities Agent may consult with
counsel, and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

                                      -34-
<PAGE>

          (E) Each of the Trustee and the Securities Agent may act through
agents or attorneys, and neither the Trustee nor the Securities Agent shall be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

          (F) Neither the Trustee nor the Securities Agent shall be liable for
any action it takes, suffers or omits to take in good faith, which it believes
to be authorized or within its discretion, rights or powers conferred upon it by
this Indenture.

          (G) Neither the Trustee nor the Securities Agent shall have any duty
to inquire as to the performance of the Company with respect to the covenants
contained in ARTICLE IV. In addition, neither the Trustee nor the Securities
Agent shall be deemed to have knowledge of a Default, Event of Default,
Fundamental Change or Make-Whole Fundamental Change except (i) with respect to
the Trustee, any Default or Event of Default occurring pursuant to SECTIONS
6.01(i) or 6.01(ii) or (ii) any Default, Event of Default, Fundamental Change,
Make-Whole Fundamental Change of which a Responsible Officer of the Trustee or
the Securities Agent, as the case may be, shall have received written
notification from a Securityholder or the Company of the circumstances
constituting the same and stating so in such written notifications, or obtained
actual knowledge. Except as otherwise provided herein, the Trustee and the
Securities Agent may, in the absence of such actual knowledge or receipt of such
written notification, conclusively assume that there is no Default, Event of
Default, Fundamental Change or Make-Whole Fundamental Change. Delivery of
reports, information and documents to the Trustee or the Securities Agent under
ARTICLE IV (other than SECTIONS 4.04 and 4.07) is for informational purposes
only and the receipt by the Trustee or the Securities Agent of the foregoing
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which each of the Trustee
and the Securities Agent is entitled to rely on Officer's Certificates).

          (H) Subject to SECTION 7.01(A), neither the Trustee nor the Securities
Agent shall be under any obligation to exercise any of the rights or powers
vested by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture unless such Holders shall have offered to the Trustee
or the Securities Agent, as applicable, security or indemnity reasonably
satisfactory to the Trustee or the Securities Agent, as applicable, against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.

          (I) The rights, privileges, protections, immunities and benefits given
to the Trustee and the Securities Agent, including without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee or
the Securities Agent, as applicable, in each of its capacities hereunder, and
each agent, custodian and other person employed to act hereunder.

          (J) The Trustee or the Securities Agent may request that the Company
deliver an Officer's Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Indenture, which Officer's Certificate may be signed by any person
authorized to sign an Officer's Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

                                      -35-
<PAGE>

          (K) Neither the Trustee nor the Securities Agent shall be required to
expend or risk its own funds or otherwise incur financial liability for the
performance of any of its duties hereunder or the exercise of any of its rights
or powers if there is reasonable ground for believing that the repayment of such
funds or reasonably adequate indemnity against such risk or liability is not
assured to it.

          (L) Neither the Trustee nor the Securities Agent shall have any duty
(i) to see to any recording, filing or depositing of this Indenture or any
Indenture referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof or (ii) to see to any insurance.

          (M) The rights of the Trustee and the Securities Agent to perform any
discretionary act enumerated in this Indenture shall not be construed as a duty,
and neither the Trustee nor the Securities Agent shall be answerable other than
for its negligence or willful misconduct in the performance of such act.

          (N) Neither the Trustee nor the Securities Agent shall be required to
give any bond or surety in respect of the execution of the powers granted
hereunder.

     7.03 INDIVIDUAL RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any of
its Affiliates with the same rights the Trustee would have if it were not
Trustee. Any Securities Agent may do the same with like rights. The Trustee,
however, must comply with SECTIONS 7.10 and 7.11.

     7.04 DISCLAIMER OF THE TRUSTEE AND THE SECURITIES AGENT.

          Neither the Trustee nor the Securities Agent makes any representation
as to the validity or adequacy of this Indenture or the Securities; neither the
Trustee nor the Securities Agent shall be accountable for the Company's use of
the proceeds from the Securities; the Trustee shall not be responsible for any
statement in the Securities other than its certificate of authentication; and no
representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Trustee as to the accuracy or
completeness of the information included or incorporated by reference in the
offering memorandum or any other information supplied in connection with the
Securities.

     7.05 NOTICE OF DEFAULTS.

          If a Default or Event of Default occurs and is continuing as to which
the Trustee has received notice pursuant to the provisions of this Indenture, or
as to which a Responsible Officer of the Trustee shall have actual knowledge,
then the Trustee shall mail to each Holder a notice of the Default or Event of
Default within thirty (30) days after receipt of such notice or after acquiring
such knowledge, as applicable, unless such Default or Event of Default has been
cured or waived; provided, however, that, except in the case of a Default or
Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold such notice

                                      -36-
<PAGE>

if, and so long as it in good faith determines that, withholding such notice is
in the best interests of Holders.

     7.06 REPORTS BY TRUSTEE TO HOLDERS.

          Within sixty (60) days after each May 15, beginning with May 15, 2008,
the Trustee shall mail to each Securityholder if required by TIA Section 313(a)
a brief report dated as of such May 15 that complies with TIA Section 313(c). In
such event, the Trustee also shall comply with TIA Section 313(b).

          A copy of each report at the time of its mailing to Securityholders
shall be mailed by first class mail to the Company and filed by the Trustee with
the SEC and each stock exchange, if any, on which the Securities are listed. The
Company shall promptly notify the Trustee of the listing or delisting of the
Securities on or from any stock exchange.

     7.07 COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee and the Securities Agent from
time to time such compensation for their services as shall be agreed upon in
writing. Neither the Trustee's nor the Securities Agent's compensation shall be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee and the Securities Agent upon request for all
reasonable out-of-pocket expenses incurred by them pursuant to, and in
accordance with, any provision hereof. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the agents and counsel of
the Trustee and the Securities Agent.

          The Company shall indemnify each of the Trustee and the Securities
Agent against any and all loss, liability, damage, claim or expense (including
the reasonable fees and expenses of counsel and taxes other than franchise taxes
and taxes based upon, measured by or determined by the income of the Trustee or
the Securities Agent) incurred by it in connection with the acceptance or
administration of this trust and the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
and duties hereunder. The Company need not pay any settlement made without its
consent, which consent shall not be unreasonably withheld or delayed. Each of
the Trustee and the Securities Agent shall notify the Company promptly of any
claim for which it may seek indemnification. Failure by the Trustee and/or the
Securities Agent to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or the Securities Agent
through the negligence, bad faith or willful misconduct of the Trustee or the
Securities Agent as the case may be and as determined by a court of competent
jurisdiction in a final decision.

          Notwithstanding anything herein to the contrary, to the extent
permitted by the TIA, in no event shall the Trustee or the Securities Agent be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, without limitation, lost profits), even if the Trustee or
the Securities Agent, as applicable, has been advised of the likelihood of such
losses or damages and regardless of the form of action.

                                      -37-
<PAGE>

          To secure the Company's payment obligations in this SECTION 7.07, the
Trustee and the Securities Agent shall have a lien prior to the Securities on
all money or property held or collected by the Trustee or the Securities Agent,
except that held in trust to pay amounts due on particular Securities.

          The indemnity obligations of the Company with respect to the Trustee
and the Securities Agent provided for in this SECTION 7.07 shall survive any
resignation or removal of the Trustee or the Securities Agent, as applicable.

          When the Trustee or the Securities Agent incurs expenses or renders
services after an Event of Default specified in SECTION 6.01(viii) or (ix)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

     7.08 REPLACEMENT OF TRUSTEE OR THE SECURITIES AGENT.

          A resignation or removal of the Trustee or the Securities Agent and
appointment of a successor Trustee or successor Securities Agent shall become
effective only upon such successor's acceptance of appointment as provided in
this SECTION 7.08.

          Each of the Trustee and the Securities Agent may resign by so
notifying the Company in writing thirty (30) Business Days prior to such
resignation. The Holders of a majority in aggregate principal amount of the
Securities then outstanding may remove the Trustee or the Securities Agent by so
notifying the Trustee or the Securities Agent, as applicable, and the Company in
writing and may appoint a successor Trustee or successor Securities Agent with
the Company's consent. The Company may remove the Trustee or the Securities
Agent if:

               (i) the Trustee or the Securities Agent, as applicable, fails to
          comply with SECTION 7.10; or

               (ii) the Trustee or the Securities Agent, as applicable, is
          adjudged a bankrupt or an insolvent; or

               (iii) a receiver or other public officer takes charge of the
          Trustee or the Securities Agent, as applicable, or its property; or

               (iv) the Trustee or the Securities Agent, as applicable, becomes
          incapable of acting.

          If the Trustee or the Securities Agent resigns or is removed or if a
vacancy exists in the office of Trustee or of the Securities Agent for any
reason, the Company shall promptly appoint a successor Trustee or Securities
Agent, as the case may be.

          If a successor Trustee or successor Securities Agent, as applicable,
does not take office within thirty (30) days after the retiring Trustee or
retiring Securities Agent, as applicable, resigns or is removed, the retiring
Trustee or retiring Securities Agent, as applicable, may, at the Company's
expense, and the Company or the Holders of at least ten percent (10%) in
aggregate

                                      -38-
<PAGE>

principal amount of the outstanding Securities may, petition any court of
competent jurisdiction for the appointment of a successor Trustee or successor
Securities Agent, as applicable.

          If the Trustee or the Securities Agent fails to comply with SECTION
7.10, the Company or any Holder may petition any court of competent jurisdiction
for the removal of the Trustee or the Securities Agent, as applicable, and the
appointment of a successor Trustee or successor Securities Agent, as applicable.

          Each successor Trustee or successor Securities Agent shall deliver a
written acceptance of its appointment to the retiring Trustee or retiring
Securities Agent, as applicable, and to the Company. Thereupon, the resignation
or removal of the retiring Trustee or the retiring Securities Agent, as
applicable, shall become effective, and the successor Trustee or successor
Securities Agent, as applicable, shall have all the rights, powers and duties of
the Trustee or the Securities Agent, as applicable, under this Indenture. The
successor Trustee or successor Securities Agent, as applicable, shall mail a
notice of its succession to Securityholders. The retiring Trustee or retiring
Securities Agent, as applicable, shall promptly transfer all property held by it
as Trustee or Securities Agent, as applicable, to the successor Trustee or
successor Securities Agent, as applicable, subject to the lien provided for in
SECTION 7.07. Notwithstanding any replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee.

     7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee or the Securities Agent consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee or successor Securities Agent, as applicable,
if such successor corporation is otherwise eligible hereunder.

     7.10 ELIGIBILITY; DISQUALIFICATION.

          There shall at all times be a Trustee and a Securities Agent
hereunder, each of which (A) is an entity organized and doing business under the
laws of the United States of America or of any state thereof, (B) is authorized
under such laws to exercise corporate trustee power, (C) is subject to
supervision or examination by federal or state authorities and (D) has a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b). Nothing in this Indenture shall prevent the Trustee from filing
with the SEC the application referred to in the penultimate paragraph of TIA
Section 310(b).

     7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.


                          VIII. DISCHARGE OF INDENTURE

                                      -39-
<PAGE>

     8.01 TERMINATION OF THE OBLIGATIONS OF THE COMPANY.

          This Indenture shall cease to be of further effect if (a) either (i)
all outstanding Securities (other than Securities replaced pursuant to SECTION
2.07 hereof) have been delivered to the Securities Agent for cancellation or
(ii) all outstanding Securities have become due and payable at their scheduled
maturity or upon Repurchase Upon Fundamental Change, and in either case the
Company irrevocably deposits, prior to the applicable due date, with the Paying
Agent (if the Paying Agent is not the Company or any of its Affiliates) cash
sufficient to pay all amounts due and owing on all outstanding Securities (other
than Securities replaced pursuant to SECTION 2.07 hereof) on the Maturity Date
or Fundamental Change Repurchase Date, as the case may be; (b) the Company pays
to the Trustee and the Securities Agent all other sums payable hereunder by the
Company; (c) no Default or Event of Default with respect to the Securities shall
exist on the date of such deposit; (d) such deposit will not result in a breach
or violation of, or constitute a Default or Event of Default under, this
Indenture; and (e) the Company has delivered to the Trustee and the Securities
Agent an Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with; provided, however, that
SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.15, 2.16, 2.17, 3.02, 4.01,
4.02, 4.05, 7.07 and 7.08 and ARTICLES VIII and X shall survive any discharge of
this Indenture until such time as the Securities have been paid in full and
there are no Securities outstanding.

     8.02 APPLICATION OF TRUST MONEY.

          The Trustee or Paying Agent, as applicable, shall hold in trust all
money deposited with it pursuant to SECTION 8.01 and shall apply such deposited
money through the Paying Agent and in accordance with this Indenture to the
payment of amounts due on the Securities.

     8.03 REPAYMENT TO COMPANY.

          The Trustee and the Paying Agent shall promptly notify the Company of,
and pay to the Company upon the request of the Company, any excess money held by
them at any time. The Trustee or the Paying Agent, as the case may be, shall
provide written notice to the Company of any money that has been held by it and
has, for a period of two (2) years, remained unclaimed for the payment of the
principal of, or any accrued and unpaid interest on, the Securities. The Trustee
and the Paying Agent shall pay to the Company upon the written request of the
Company any money held by them for the payment of the principal of, premium, if
any, or any accrued and unpaid interest or additional interest on, the
Securities that remains unclaimed for two (2) years; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, at the expense of the Company, cause to be published (in no event later
than five (5) days after the Company's written request for repayment) once in a
newspaper of general circulation in the City of New York or cause to be mailed
to each Holder, notice stating that such money remains unclaimed and that, after
a date specified therein, which shall not be less than thirty (30) days from the
date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors, subject to applicable law, and all liability of the Trustee
and the Paying Agent with respect to such money and payment shall, subject to
applicable law, cease.

                                      -40-
<PAGE>

     8.04 REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any money in
accordance with SECTIONS 8.01 and 8.02 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to SECTIONS
8.01 and 8.02 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with SECTIONS 8.01 and 8.02; provided,
however, that if the Company has made any payment of amounts due with respect to
any Securities because of the reinstatement of its obligations, then the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


                                 IX. AMENDMENTS

     9.01 WITHOUT CONSENT OF HOLDERS.

          The Company may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder:

               (i) to comply with SECTIONS 5.01 and 10.11;

               (ii) to provide for the issuance of additional Securities
          pursuant to any exercise by the Initial Purchasers of their option to
          cover over-allotments, if any;

               (iii) to make any changes or modifications to this Indenture
          necessary in connection with the registration of the public offer and
          sale of the Securities under the Securities Act pursuant to the
          Registration Rights Agreement or the qualification of this Indenture
          under the TIA;

               (iv) to evidence and provide the acceptance to the appointment of
          a successor Trustee under this Indenture;

               (v) to secure the obligations of the Company in respect of the
          Securities;

               (vi) to add to the covenants of the Company described in this
          Indenture for the benefit of Securityholders or to surrender any right
          or power conferred upon the Company;

               (vii) to make provisions with respect to adjustments to the
          Conversion Rate as required by this Indenture or to increase the
          Conversion Rate in accordance with this Indenture; and

               (viii) to make any changes of a formal, minor or technical nature
          or necessary to correct a manifest error or to comply with mandatory
          provisions of applicable law as evidenced by an Opinion of Counsel as
          long as such change does not adversely affect the rights of the
          Holders of the Securities in any material respect.

                                      -41-
<PAGE>

          In addition, the Company, the Trustee and the Securities Agent may
enter into a supplemental indenture without the consent of Holders of the
Securities to cure any ambiguity, defect, omission or inconsistency in this
Indenture in a manner that does not, individually or in the aggregate with all
other modifications made or to be made to the Indenture, adversely affect the
rights of any Holder in any material respect.

     9.02 WITH CONSENT OF HOLDERS.

          The Company may amend or supplement this Indenture or the Securities
with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities. Subject to SECTIONS 6.04 and
6.07, the Holders of a majority in aggregate principal amount of the outstanding
Securities may, by notice to the Trustee, waive compliance by the Company with
any provision of this Indenture or the Securities without notice to any other
Securityholder. Notwithstanding anything herein to the contrary, without the
consent of each Holder of each outstanding Security affected, an amendment,
supplement or waiver, including a waiver pursuant to SECTION 6.04, may not:

               (i) change the stated maturity of the principal of, or the
          payment date of any installment of interest or additional interest on
          any Security;

               (ii) reduce the principal amount of, or any premium, interest or
          additional interest on, any Security;

               (iii) change the place, manner or currency of payment of
          principal of, or any premium, interest or additional interest on, any
          Security;

               (iv) impair the right to institute suit for the enforcement of
          any payment on, or with respect to, or of the conversion of, any
          Security;

               (v) modify, in a manner adverse to Holders, the provisions with
          respect to the right of Holders pursuant to ARTICLE III to require the
          Company to repurchase Securities upon the occurrence of a Fundamental
          Change;

               (vi) modify the provisions of SECTION 2.18 in a manner adverse to
          Holders;

               (vii) adversely affect the right of Holders to convert Securities
          in accordance with ARTICLE X;

               (viii) reduce the percentage of the aggregate principal amount of
          the outstanding Securities whose Holders must consent to a
          modification to or amendment of any provision of this Indenture or the
          Securities;

               (ix) reduce the percentage of the aggregate principal amount of
          the outstanding Securities whose Holders must consent to a waiver of
          compliance with any provision of this indenture or the Securities or a
          waiver of any Default or Event of Default; or

               (x) modify the provisions of this Indenture with respect to
          modification and waiver (including waiver of a Default or an Event of
          Default), except to increase the

                                      -42-
<PAGE>

          percentage required for modification or waiver or to provide for
          consent of each affected Holder.

          Promptly after an amendment, supplement or waiver under SECTION 9.01
or this SECTION 9.02 becomes effective, the Company shall mail, or cause to be
mailed, to Securityholders a notice briefly describing such amendment,
supplement or waiver. Any failure of the Company to mail such notice shall not
in any way impair or affect the validity of such amendment, supplement or
waiver.

          It shall not be necessary for the consent of the Holders under this
SECTION 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment, waiver or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect.

     9.04 REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

          After an amendment, supplement or waiver becomes effective with
respect to the Securities, it shall bind every Holder unless such amendment,
supplement or waiver makes a change that requires, pursuant to SECTION 9.02, the
consent of each Holder affected. In that case, the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and,
provided that notice of such amendment, supplement or waiver is reflected on a
Security that evidences the same debt as the consenting Holder's Security, every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

          Nothing in this SECTION 9.04 shall impair the Company's rights
pursuant Section 9.01 to amend this Indenture or the Securities without the
consent of any Securityholder in the manner set forth in, and permitted by, such
SECTION 9.01.

     9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

          If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security as directed and
prepared by the Company about the changed terms and return it to the Holder.
Alternatively, if the Company so determines, the Company in

                                      -43-
<PAGE>

exchange for the Security shall issue and the Trustee shall, upon receipt of a
Company Order, authenticate a new Security that reflects the changed terms.

     9.06 TRUSTEE AND SECURITIES AGENT PROTECTED.

          The Trustee and the Securities Agent shall sign any amendment,
supplemental indenture or waiver authorized pursuant to this ARTICLE IX;
provided, however, that neither the Trustee nor the Securities Agent need sign
any amendment, supplement or waiver authorized pursuant to this ARTICLE IX that
adversely affects the rights, duties, liabilities or immunities of the Trustee
or the Securities Agent, as applicable. Each of the Trustee and the Securities
Agent shall be entitled to receive and conclusively rely upon an Opinion of
Counsel as to legal matters and an Officer's Certificate as to factual matters
that any supplemental indenture, amendment or waiver is permitted or authorized
pursuant to this Indenture.

     9.07 EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the due execution and delivery of any supplemental indenture in
accordance with this ARTICLE IX, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes, and, except as set forth in SECTIONS 9.02 and 9.04, every
Holder of Securities shall be bound thereby.


                                  X. CONVERSION

     10.01 CONVERSION PRIVILEGE; RESTRICTIVE LEGENDS.

          (A) Subject to the provisions of ARTICLE III the Securities shall be
convertible into cash, ADSs or a combination of cash and ADSs in accordance with
this ARTICLE X and as set forth below if any of the following conditions are
satisfied:

               (i) Conversion Based on Closing Sale Price of ADSs. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs on any Business Day of a calendar quarter
          after the calendar quarter ending June 30, 2008, if the Closing Sale
          Price for each of twenty (20) or more Trading Days in a period of
          thirty (30) consecutive Trading Days ending on the last Trading Day of
          the immediately preceding calendar quarter exceeds one hundred percent
          (100%) of the Conversion Price of the Securities in effect on the last
          Trading Day of the immediately preceding calendar quarter. Solely for
          purposes of determining whether the Securities shall have become
          convertible pursuant to this SECTION 10.01(A)(i), the Board of
          Directors shall, in its good faith determination, which shall be
          described in a Board Resolution, make appropriate adjustments to the
          Closing Sale Prices and/or such Conversion Price used to determine
          whether the Securities shall have become convertible pursuant to this
          SECTION 10.01(A)(i) to account for any adjustments to the Conversion
          Rate which shall have become effective, or any event requiring an
          adjustment to the Conversion Rate where the Ex Date of such event
          occurs, during the period of thirty (30) consecutive Trading Days
          ending on the last Trading Day of the immediately preceding calendar
          quarter.

               (ii) Conversion Upon Satisfaction of Trading Price Condition. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs

                                      -44-
<PAGE>

          during the five (5) consecutive Business Days immediately after any
          five (5) consecutive Trading Day period (such five (5) consecutive
          Trading Day period, the "NOTE MEASUREMENT PERIOD") in which the
          average Trading Price per $1,000 principal amount of the Securities
          was equal to or less than ninety seven percent (97%) of the average
          Conversion Value (as defined below) during the Note Measurement Period
          (such condition, the "TRADING PRICE CONDITION"). The Bid Solicitation
          Agent shall not have any obligation to determine the Trading Price
          unless the Company has requested such determination in writing, and
          the Company shall have no obligation to make such request unless a
          Holder provides the Company with reasonable evidence that the Trading
          Price per $1,000 principal amount of the Securities would be equal to
          or less than ninety seven percent (97%) of the product of the Closing
          Sale Price and the Conversion Rate. Upon receipt of such evidence, the
          Company shall instruct the Bid Solicitation Agent in writing to
          determine the Trading Price per $1,000 principal amount of the
          Securities for each of the five (5) successive Trading Days
          immediately after the Company receives such evidence and on each
          Trading Day thereafter until the first Trading Day on which the
          Trading Price Condition is no longer satisfied. For purposes of this
          paragraph, the "CONVERSION VALUE" per $1,000 principal amount of
          Securities, on a given Trading Day, means the product of the Closing
          Sale Price on such Trading Day and the Conversion Rate in effect on
          such Trading Day.

               (iii) Conversion Upon Certain Distributions. If the Company takes
          any action, or becomes aware of any event, that would require an
          adjustment to the Conversion Rate pursuant to SECTIONS 10.05(B),
          10.05(C), 10.05(D) or 10.05(E), the Securities may be surrendered for
          conversion into cash, ADSs or a combination of cash and ADSs beginning
          on the date the Company mails the notice to the Holders as provided in
          SECTION 10.10 (or, if earlier, the date the Company is required to
          mail such notice) and at any time thereafter until the close of
          business on the Business Day immediately preceding the Ex Date,
          effective date or expiration date, as the case may be, of the
          applicable transaction or until the Company announces that such
          transaction will not take place.

               (iv) Conversion Upon Occurrence of Certain Corporate
          Transactions. If either:

                    (a) a Fundamental Change or a Make-Whole Fundamental Change
               occurs; or

                    (b) the Company is a party to a consolidation, merger,
               binding share exchange, reconstruction, amalgamation or other
               similar arrangement pursuant to which Ordinary Shares (including
               Ordinary Shares represented by ADSs) would be converted into or
               exchanged for, or would constitute solely the right to receive,
               cash, securities or other property,

               then, in each case, the Securities may be surrendered for
               conversion into cash, ADSs or a combination of cash and ADSs at
               any time during the period that begins on, and includes, the date
               that is thirty (30) Scheduled Trading Days prior to the date
               originally announced by the Company as the anticipated effective
               date

                                      -45-
<PAGE>

               of such transaction (which anticipated effective date the Company
               shall disclose, in good faith, in the written notice, public
               announcement and publication referred to in SECTION 10.01(C)) and
               ends on, and includes, the date that is thirty (30) Business Days
               after the actual effective date of such transaction; provided,
               however, that if such transaction is a Make-Whole Fundamental
               Change, then the Securities may also be surrendered for
               conversion into cash, ADSs or a combination of cash and ADSs at
               any time during the Make-Whole Conversion Period applicable to
               such Make-Whole Fundamental Change; provided, further, that if
               such transaction is a Fundamental Change, then the Securities may
               also be surrendered for conversion into cash, ADSs or a
               combination of cash and ADSs at any time until, and including,
               the Fundamental Change Repurchase Date applicable to such
               Fundamental Change.

               (v) Conversion During Three Months Prior to Maturity. The
          Securities may be surrendered for conversion into cash, ADSs or a
          combination of cash and ADSs at any time during the period from, and
          including, December 15, 2012 to, and including, the third Business Day
          preceding March 15, 2013.

          (B) The initial Conversion Rate shall be 24.3153 shares of ADSs per
$1,000 principal amount of Securities. The Conversion Rate shall be subject to
adjustment in accordance with this ARTICLE X.

          (C) Whenever any event described in SECTION 10.01 shall occur which
shall causes the Securities to become convertible as provided in this ARTICLE X,
the Company shall promptly deliver, in accordance with SECTION 12.02, written
notice of the convertibility of the Securities to the Trustee, the Securities
Agent, the Conversion Agent and each Holder and shall, as soon practicable, but
in no event later than the open of business on the first Business Day following
the date the Securities shall become convertible as provided in this ARTICLE X
as a result of such event, publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
that the Securities have become convertible. Such written notice, public
announcement and publication shall include:

               (i) a description of such event;

               (ii) a description of the periods during which the Securities
          shall be convertible as provided in this ARTICLE X as a result of such
          event;

               (iii) the anticipated effective date of such event, if
          applicable; and

               (iv) the procedures Holders must follow to convert their
          Securities in accordance with this ARTICLE X, including the name and
          address of the Conversion Agent.

          (D) A Holder may convert a portion of the principal amount of a
Security if such portion is $1,000 principal amount or an integral multiple of
$1,000 principal amount. Provisions of this Indenture that apply to conversion
of all of a Security also apply to conversion of a portion of such Security.

                                      -46-
<PAGE>

          (E) Any ADSs that are issued upon conversion of a Security shall bear
the Private Placement Legend until the earlier of the first anniversary of the
later of the issue date and the last date on which the Company or any Affiliate
was the owner of such shares or the Security (or any predecessor security) from
which such shares were converted (or such longer period of time as may be
required under the Securities Act or applicable state securities laws, as set
forth in an Opinion of Counsel, unless otherwise agreed by the Company and the
Holder thereof).

     10.02 CONVERSION PROCEDURE AND PAYMENT UPON CONVERSION.

          (A) To convert a Security, a Holder must satisfy the requirements of
PARAGRAPH 7 of the Securities. The "CONVERSION DATE" with respect to a Security
means the date on which the Holder of the Security has complied with such
requirements to convert such Security. Upon conversion of a Holder's Security,
the Company shall deliver cash, ADSs or a combination of cash and ADSs to such
Holder as follows, provided that all Holders' rights with respect to conversion
of the Securities and the Company's obligation to deliver ADSs at the Conversion
Rate upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their
entirety, to the Company' right, in its sole and absolute discretion, to elect
to satisfy such Conversion Obligation in any manner permitted pursuant to this
SECTION 10.02:

               (i) the Company shall give notice, which shall be irrevocable, to
          Holders through the Conversion Agent of the method it will choose to
          satisfy its Conversion Obligation at any time on or before the date
          that is the second (2nd) Scheduled Trading Day following the
          Conversion Date (such period, the "SETTLEMENT NOTICE PERIOD") provided
          that if the related Conversion Date occurs during the period that
          begins, and includes, the twenty-seventh (27th) Scheduled Trading Day
          preceding March 15, 2013 such notice of the Company's election shall
          be given to Holders no later than the twenty-eighth (28th) Scheduled
          Trading Day prior to March 15, 2013 . If the Company fails to provide
          notice within the Settlement Notice Period, the Company shall satisfy
          its Conversion Obligation only in ADSs (and cash in lieu of fractional
          ADSs). If the Company chooses to satisfy any portion of its Conversion
          Obligation in cash, it will specify the amount to be satisfied in cash
          as a percentage of the Conversion Obligation or as a fixed dollar
          amount for each $1,000 principal amount of the Securities. The Company
          shall treat all Holders converting on the same calendar day in the
          same manner; however, the Company shall not have any obligation to
          settle Conversion Obligation arising on different calendar day as in
          the same manner except for conversions that occur on or after the
          twenty-seventh (27th) Scheduled Trading Day preceding the Maturity
          Date.

               (ii) The Company may, in lieu of sending individual notices of
          its election, send one notice, which shall be irrevocable, to all
          Holders (with a copy to the Conversion Agent and the Trustee) of the
          method the Company chooses to satisfy its Conversion Obligation with
          respect to all conversions of Securities that occur on or after the
          twenty-seventh (27) Scheduled Trading Day preceding March 15, 2013.

               (iii) The consideration to be paid upon the conversion of any
          Security ("CONVERSION SETTLEMENT DISTRIBUTION") shall consist of cash,
          ADSs or a combination thereof, as selected by the Company, to be
          computed and delivered as set forth below:

                                      -47-
<PAGE>

                    (a) if the Company elects to satisfy the entire Conversion
               Obligation in ADSs, the Conversion Settlement Distribution shall
               be a number of ADSs equal to (A) the aggregate principal amount
               of the Securities to be converted divided by $1,000, multiplied
               by (B) the Conversion Rate, plus cash for any fractional shares
               pursuant to SECTION 10.02(B);

                    (b) if the Company elects to satisfy the entire Conversion
               Obligation in cash (other than cash in lieu of fractional ADSs),
               the Conversion Settlement Distribution shall be cash in an amount
               equal to the product of:

                         (1) a number equal to the product of (x) the aggregate
                    principal amount of Securities to be converted divided by
                    $1,000, multiplied by (y) the Conversion Rate; and

                         (2) the average Daily VWAP of the ADSs during the
                    twenty (20) consecutive VWAP Trading Day period beginning on
                    and including: (i) for Securities converted during the
                    period that begins, and includes, the twenty-seventh (27)
                    Scheduled Trading Day immediately preceding March 15, 2013,
                    the twenty-fourth (24) Scheduled Trading Day immediately
                    preceding March 15, 2013; and (ii) in all other instances,
                    the second (2) VWAP Trading Day immediately after the
                    Conversion Date (such twenty (20) consecutive VWAP Trading
                    Day period being the "CASH SETTLEMENT AVERAGING PERIOD");
                    and

                    (c) if the Company elects to satisfy a percentage or a fixed
               amount (other than 100%) of the Conversion Obligation per $1,000
               principal amount of Securities in cash, the Conversion Settlement
               Distribution shall consist of (1) the amount of cash so elected
               ("CASH AMOUNT"), provided that if such Cash Amount exceeds the
               Conversion Amount of the Securities being converted, then the
               Company shall deliver such Conversion Amount in cash in lieu of
               such Cash Amount, and (2) a number of ADSs per $1,000 principal
               amount of Securities equal to the sum of, for each VWAP Trading
               Day of the Cash Settlement Averaging Period, the greater of:

                         (x) zero, and

                         (y) a number of ADSs determined by the following
                             formula:


     (Daily VWAP of ADSs on such VWAP Trading Day x the Conversion Rate) -
                                  Cash Amount
     ---------------------------------------------------------------------
                Daily VWAP of ADSs on such VWAP Trading Day x 20

                    (d) The Company shall settle its Conversion Obligation (1)
               on the fifth (5th) Scheduled Trading Day following the final VWAP
               Trading Day of the related Cash Settlement Averaging Period if it
               elects to satisfy its Conversion Obligation partially or entirely
               in cash, or (2) as soon as practicable but in no event later than
               the fifth (5th) Scheduled Trading Day, after the last day of the

                                      -48-
<PAGE>

               Settlement Notice Period (each date of settlement of the
               Company's Conversion Obligation being a "CONVERSION SETTLEMENT
               DATE").

                    (e) "CONVERSION AMOUNT" means the average of the products
               for each VWAP Trading Day of the Cash Settlement Averaging Period
               of (i) the Conversion Rate in effect on such day multiplied by
               (ii) the Daily VWAP of the ADSs on such day multiplied by (iii)
               the aggregate principal amount of Securities to be converted
               divided by $1,000.

               "DAILY VWAP" of the ADSs means, for each of the 20 consecutive
               VWAP Trading Days during each Cash Settlement Averaging Period,
               the per ADS volume-weighted average price as displayed under the
               heading "Bloomberg VWAP" on Bloomberg page STP.N [equity] AQR (or
               any equivalent successor page if such page is not available) in
               respect of the period from the scheduled open of trading on the
               principal trading market for our ADSs to the scheduled close of
               trading on such market on such VWAP Trading Day, or if such
               volume-weighted average price is unavailable, the market value of
               one ADS on such VWAP Trading Day as the Board of Directors
               determines in good faith using a volume-weighted method.

               "VWAP TRADING DAY" means a day during which (i) trading in the
               ADSs generally occurs on the principal U.S. national securities
               exchange on which the ADSs are listed and (ii) there is no VWAP
               Market Disruption Event. If the ADSs are not so listed, then
               "VWAP Trading Day" means a Business Day.

               "VWAP MARKET DISRUPTION EVENT" means (i) a failure by the
               principal U.S. national securities exchange or market on which
               the ADSs are listed to open for trading during its regular
               trading session or (ii) the occurrence or existence prior to 1:00
               p.m. on any Scheduled Trading Day for the ADSs for an aggregate
               one half-hour period of any suspension or limitation imposed on
               trading (by reason of movements in price exceeding limits
               permitted by the stock exchange or otherwise) in the ADSs or in
               any options contracts or futures contracts relating to the ADSs.

          (B) The Company shall not deliver a fractional ADS upon conversion of
a Security. However, if the Company elects to satisfy the entire Conversion
Obligation with ADSs, the Company shall pay cash for all fractional ADSs
(calculated on an aggregate basis for the Securities surrendered by a Holder for
conversion) based on the Closing Sale Price of the ADS on the last day of the
Settlement Notice Period. Similarly, if the Company elects to satisfy a
percentage or fixed amount of the Conversion Obligation in cash, the Company
shall pay cash for all fractional ADS (calculated on an aggregate basis for the
Securities surrendered by a Holder for conversion) based on the Daily VWAP of
the ADSs on the last VWAP Trading Day of the Cash Settlement Averaging Period.

          (C) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(iii)(a), on and after the
Conversion Date for a Security, the person in whose name the ADSs, if any,
issuable upon conversion of such Security are to be

                                      -49-
<PAGE>

registered shall be treated as the holder of such ADSs, and all rights of the
Holder of such Security shall terminate, other than the right to receive the
Conversion Settlement Distribution deliverable as provided herein. A Holder of
Securities is not entitled, as such, to any rights of a holder of ADSs until
such Holder has converted its Securities into ADSs (to the extent such
Securities are convertible into ADSs) or is deemed to be a holder of ADSs, as
provided in this SECTION 10.02(C).

          (D) Except as provided in the Securities or in this ARTICLE X, no
payment or adjustment will be made for accrued interest or additional interest
on a converted Security or for dividends on any Ordinary Shares represented by
the ADSs issued on or prior to conversion. If any Holder surrenders a Security
for conversion after the close of business on the record date for the payment of
an installment of interest and prior to the related interest payment date, then,
notwithstanding such conversion, the interest payable with respect to such
Security on such interest payment date shall be paid on such interest payment
date to the Holder of record of such Security at the close of business on such
record date; provided, however, that such Security, when surrendered for
conversion, must be accompanied by payment in cash to the Conversion Agent on
behalf of the Company of an amount equal to the interest payable on such
interest payment date on the portion so converted; provided further, however,
that, such payment to the Conversion Agent described in the immediately
preceding proviso in respect of a Security surrendered for conversion shall not
be required if (i) the related Conversion Date occurs on or after March 1, 2013
or (ii) at the time of such conversion, the Company has specified a Fundamental
Change Repurchase Date that is after such record date and on or prior to the
related interest payment date; provided further, that, if the Company shall
have, prior to the Conversion Date with respect to a Security, defaulted in a
payment of interest on such Security, then in no event shall the Holder of such
Security who surrenders such Security for conversion be required to pay such
defaulted interest or the interest that shall have accrued on such defaulted
interest pursuant to SECTION 2.12 or otherwise (it being understood that nothing
in this SECTION 10.02(D) shall affect the Company's obligations under SECTION
2.12).

          (E) Accrued and unpaid interest (including additional interest, if
any) to the Conversion Date is deemed to be paid in full with the ADSs issued or
cash paid upon conversion rather than cancelled, extinguished or forfeited.

          (F) If a Holder converts more than one Security at the same time, the
number of full ADSs issuable upon such conversion, if any, shall be based on the
total principal amount of all Securities converted.

          (G) Upon surrender of a Security that is converted in part, the
Trustee shall, upon receipt of a Company order, authenticate for the Holder a
new Security equal in principal amount to the unconverted portion of the
Security surrendered.

          (H) If the last day on which a Security may be converted is a Legal
Holiday in a place where a Conversion Agent is located, the Security may be
surrendered to that Conversion Agent on the next succeeding day that is not a
Legal Holiday.

     10.03 TAXES ON CONVERSION.

                                      -50-
<PAGE>

          If a Holder converts its Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax or duty due on the issue, if
any, of ADSs upon the conversion. However, such Holder shall pay any such tax or
duty which is due because the Holder requests the ADSs to be issued in a name
other than such Holder's name. The Conversion Agent may refuse to deliver any
certificate representing the ADSs to be issued in a name other than such
Holder's name until the Conversion Agent receives certification in writing that
all taxes and duties due because such shares are to be issued in a name other
than such Holder's name have been paid. Nothing herein shall preclude any tax
withholding required by law or regulation within any jurisdiction in which the
Company or any successor are organized or treated as a resident for tax purposes
or through which payment is made (each, as applicable, a "RELEVANT TAXING
JURISDICTION"), if such withholding or deduction is required by law or by
regulation or governmental policy having the effect of law. In the event that
any such withholding or deduction is so required, the Company shall pay to the
Holder of each Security such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary to ensure that the net amount received by the Holder after such
withholding or deduction (and after deducting any taxes on the Additional
Amounts) shall equal the amounts which would have been received by such Holder
had no such withholding or deduction been required, except that no Additional
Amounts shall be payable:

          (A) for or on account of:

               (i) any tax, duty, assessment or other governmental charge that
          would not have been imposed but for:

                    (a) the existence of any present or former connection
               between the Holder or beneficial owner of such Security, and the
               Relevant Taxing Jurisdiction other than merely holding such
               Security or the receipt of payments thereunder, including,
               without limitation, such Holder or beneficial owner being or
               having been a national, domiciliary or resident of such Relevant
               Taxing Jurisdiction or treated as a resident thereof or being or
               having been physically present or engaged in a trade or business
               therein or having or having had a permanent establishment
               therein;

                    (b) the presentation of such Security (in cases in which
               presentation is required) more than 30 days after the later of
               the date on which the payment of the principal of, premium, if
               any, and interest on, such Security became due and payable
               pursuant to the terms thereof or was made or duly provided for;
               or

                    (c) the failure of the Holder or beneficial owner to comply
               with a timely request from the Company or any successor,
               addressed to the Holder or beneficial owner, as the case may be,
               to provide certification, information, documents or other
               evidence concerning such Holder's or beneficial owner's
               nationality, residence, identity or connection with the Relevant
               Taxing Jurisdiction, or to make any declaration or satisfy any
               other reporting requirement relating to such matters, if and to
               the extent that due and timely compliance with such request is
               required by law, regulation or administrative practice of the
               Relevant Taxing Jurisdiction to reduce or eliminate any
               withholding or deduction

                                      -51-
<PAGE>

               as to which Additional Amounts would have otherwise been payable
               to such Holder;

               (ii) any estate, inheritance, gift, sale, transfer, capital
          gains, excise, personal property or similar tax, assessment or other
          governmental charge;

               (iii) any tax, duty, assessment or other governmental charge that
          is payable otherwise than by withholding from payments under or with
          respect to the Securities; or

               (iv) any combination of taxes, duties, assessments or other
          governmental charges referred to in the preceding clauses (i), (ii) or
          (iii); or

          (B) with respect to any payment of the principal of, or premium, if
any, or interest on, such Security to a Holder, if the Holder is a fiduciary,
partnership or person other than the sole beneficial owner of any payment to the
extent that such payment would be required to be included in the income under
the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary
or settlor with respect to the fiduciary, a member of that partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
that beneficiary, settlor, partner or beneficial owner been the Holder thereof.

          Whenever there is mentioned in any context the payment of principal
of, and any premium or interest on, any Security, such mention shall be deemed
to include payment of Additional Amounts provided for in this Indenture to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof.

     10.04 COMPANY TO PROVIDE ORDINARY SHARES AND ADSS.

          The Company shall at all times maintain out of its authorized but
unissued Ordinary Shares enough Ordinary Shares to permit the issuance of ADSs
upon the conversion, in accordance herewith, of all of the Securities. The ADSs,
if any, due upon conversion of a Global Security shall be delivered by the
Company in accordance with the Depositary's customary practices. All Ordinary
Shares represented by the ADSs which may be issued upon conversion of the
Securities shall be validly issued, fully paid and non-assessable and shall be
free of preemptive or similar rights and free of any lien or adverse claim.

          The Company shall take all such actions and obtain all such approvals
and registrations required for the payment in accordance herewith of ADSs, if
any, deliverable upon the conversion of any Security, including the issuance of
Ordinary Shares represented by such ADSs, the deposit thereof in accordance with
the Deposit Agreement, the acceptance of such ADSs into the book-entry system
maintained by the Depositary and the listing of such ADSs on each national
securities exchange on which the ADSs are then listed.

          The Company shall maintain, as long as the Securities are outstanding,
the effectiveness of a registration statement on Form F-6 relating to the ADSs
and an adequate number of ADSs available for issuance thereunder such that
freely tradeable ADSs can be delivered in accordance herewith upon conversion of
the Securities immediately following the earlier of (i) the effective date of
the Shelf Registration Statement (as defined in the Registration Rights
Agreement) or (ii)

                                      -52-
<PAGE>

the first anniversary of the Issue Date. The Company shall comply with all
securities laws regulating the offer and delivery of ADSs upon conversion of
Securities.

     10.05 ADJUSTMENT OF CONVERSION RATE.

          The Conversion Rate shall be adjusted from time to time by the Company
as follows:

          (A) In case the Company shall issue Ordinary Shares as a dividend or
distribution to holders of all or substantially all of the outstanding Ordinary
Shares, or shall effect a share split or share combination, the Conversion Rate
shall be adjusted based on the following formula:

                                             OS'
                              CR' = CR(0) x -----
                                            OS(0)

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such dividend or distribution or immediately prior to the
          effective date of such share split or combination, as the case may be;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such dividend or distribution or immediately after the effective date
          of such share split or combination, as the case may be;

          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the Ex Date for such dividend or distribution or immediately prior to
          the effective date of such share split or combination, as the case may
          be; and

          OS' = the number of Ordinary Shares outstanding immediately after
          giving effect to such dividend or distribution or immediately after
          the effective date of such share split or combination, as the case may
          be.

          Such adjustment shall become effective immediately after 9:00 a.m.,
New York City time, on the Ex Date fixed for such dividend or distribution, or
the effective date for such share split or share combination. If any dividend or
distribution of the type described in this SECTION 10.05(A) is declared but not
so paid or made, or the outstanding Ordinary Shares are not split or combined,
as the case may be, the Conversion Rate shall be immediately readjusted,
effective as of the date the Board of Directors determines not to pay such
dividend or distribution, or split or combine the outstanding Ordinary Shares,
as the case may be, to the Conversion Rate that would then be in effect if such
dividend, distribution, share split or share combination had not been declared.

          (B) In case the Company shall distribute to all or substantially all
holders of its outstanding Ordinary Shares rights or warrants entitling them
(for a period expiring within 45 calendar days after the record date for such
distribution) to subscribe for or purchase Ordinary Shares (directly or in the
form of ADSs) at a price per share less than the Closing Sale Price of the ADSs
divided by the number of Ordinary Shares then represented by each ADS on the

                                      -53-
<PAGE>

Trading Day immediately preceding the declaration date of such distribution, the
Conversion Rate shall be adjusted based on the following formula:

                                          OS(0) + X
                            CR' = CR(0) x ---------
                                          OS(0) + Y

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the Ex Date for such distribution;

          X = the total number of Ordinary Shares issuable (directly or in the
          form of ADSs) pursuant to such rights or warrants; and

          Y = the number of Ordinary Shares equal to the aggregate price payable
          to exercise such rights or warrants divided by the average of each of
          the Closing Sale Price of the ADSs divided by the number of Ordinary
          Shares then represented by each ADS over the 10 consecutive Trading
          Day period ending on the Trading Day immediately preceding the Ex Date
          for such distribution.

          Such adjustment shall be successively made whenever any such rights or
warrants are distributed and shall become effective immediately after the
opening of business on the Ex Date for such distribution. The Company shall not
issue any such rights or warrants in respect of Ordinary Shares held in treasury
by the Company. To the extent that Ordinary Shares are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made on the basis of delivery
of only the number of Ordinary Shares actually delivered (directly or in the
form of ADSs). If such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would then be in effect
if such Ex Date for such distribution had not been fixed.

          In determining whether any rights or warrants entitle the holders to
subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at
less than such Closing Sale Price (as divided by the number of Ordinary Shares
then represented by each ADS), and in determining the aggregate offering price
of such Ordinary Shares, there shall be taken into account any consideration
received by the Company for such rights or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors.

          (C) In case the Company shall, by dividend or otherwise, distribute to
all or substantially all holders of its Ordinary Shares of any class of Share
Capital of the Company (other than Ordinary Shares as covered by SECTION
10.05(A)), evidences of its Indebtedness or other assets or property of the
Company (including securities, but excluding dividends and

                                      -54-
<PAGE>

distributions covered by SECTION 10.05(B) or 10.05(D) and distributions
described below in this subsection (c) with respect to Spin-Offs) (any of such
shares of Share Capital, Indebtedness, or other asset or property hereinafter in
this SECTION 10.05(C) called the "DISTRIBUTED PROPERTY"), then, in each such
case the Conversion Rate shall be adjusted based on the following formula:

                                            SP(0)
                           CR' = CR(0) x -----------
                                         SP(0) - FMV

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          SP(0) = the average of each of the Closing Sale Price of the ADSs
          divided by the number of Ordinary Shares then represented by each ADS
          over the ten (10) consecutive Trading Day period ending on the Trading
          Day immediately preceding the Ex Date for such distribution; and

          FMV = the fair market value as determined by the Board of Directors of
          the shares of Share Capital, evidences of Indebtedness, or other
          assets or property distributed with respect to each outstanding
          Ordinary Share on the Ex Date for such distribution.

          Such adjustment shall become effective immediately prior to the
opening of business on the Ex Date for such distribution; provided that if "FMV"
as set forth above is equal to or greater than "SP(0)" as set forth above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder of Securities has the right to receive, for each $1,000 principal amount
of Securities, the amount of Distributed Property such holder would have
received had such holder owned a number of Ordinary Shares equal to the
Conversion Rate on the record date for such distribution multiplied by the
number of Ordinary Shares then represented by each ADS, without being required
to convert the Securities. If such distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the
Board of Directors determines "FMV" for purposes of this SECTION 10.05(C) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Closing Sale Prices of the ADSs divided by the number of Ordinary
Shares then represented by each ADS over the ten consecutive Trading Day period
ending on the Trading Day immediately preceding the Ex Date for such
distribution.

          With respect to an adjustment pursuant to this SECTION 10.05(C) where
there has been a payment of a dividend or other distribution on the Ordinary
Shares in shares of any class or series, or similar equity interest, in the
Share Capital of or relating to a Subsidiary or other business unit (a
"SPIN-OFF"), the Conversion Rate in effect immediately before 5:00 p.m., New
York City time, on the 10th Trading Day immediately following, and including,
the effective date of the Spin-Off shall be increased based on the following
formula:

                                      -55-
<PAGE>

                                        FMV(0) + MP(0)
                          CR' = CR(0) x --------------
                                            MP(0)

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the 10th
          Trading Day immediately following the effective date of the Spin-Off;

          CR' = the Conversion Rate in effect immediately after the 10th Trading
          Day immediately following the effective date of the Spin-Off;

          FMV(0) = the average of the Closing Sale Prices of the shares or
          similar equity interest distributed to holders of Ordinary Shares
          applicable to one Ordinary Share over the first 10 consecutive Trading
          Day period immediately following, and including, the effective date of
          the Spin-Off; and

          MP(0) = the average of each of the Closing Sale Price of the ADSs
          divided by the number of Ordinary Shares then represented by each ADS
          on such Trading Day over the first 10 consecutive Trading Day period
          immediately following, and including, the effective date of the
          Spin-Off.

          Such adjustment shall occur on the 10th Trading Day from, and
including, the effective date of the Spin-Off; provided that in respect of any
conversion within the 10 Trading Days immediately following, and including, the
effective date of any Spin-Off, references with respect to the Spin-Off to 10
Trading Days shall be deemed replaced with such lesser number of Trading Days as
have elapsed between the effective date of such Spin-Off and the Conversion Date
in determining the applicable Conversion Rate.

          Rights or warrants distributed by the Company to all holders of
Ordinary Shares, entitling the holders thereof to subscribe for or purchase ADSs
or shares of the Company's Share Capital, including Ordinary Shares (either
initially or under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to
be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii)
are also issued in respect of future issuances of Ordinary Shares, shall be
deemed not to have been distributed for purposes of this Section (and no
adjustment to the Conversion Rate under this Section shall be required) until
the occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this SECTION 10.05(C).
If any such rights or warrants are subject to events, upon the occurrence of
which such rights or warrants become exercisable to purchase different
securities, evidences of Indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section was
made, (1) in the case of any such rights or warrants that

                                      -56-
<PAGE>

shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Rate shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Ordinary Shares with respect
to such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Ordinary Shares as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants that
shall have expired or been terminated without exercise by any holders thereof,
the Conversion Rate shall be readjusted as if such rights and warrants had not
been issued.

          For purposes of this SECTION 10.05(C) and SECTIONS 10.05(A) and
10.05(B), any dividend or distribution to which this SECTION 10.05(C) is
applicable that also includes Ordinary Shares to which SECTION 10.05(A) applies
or rights or warrants to subscribe for or purchase Ordinary Shares (directly or
in the form of ADSs) to which SECTION 10.05(A) or 10.05(B) APPLIES (or both),
shall be deemed instead to be (1) a dividend or distribution of the evidences of
Indebtedness, assets or shares of capital stock other than such Ordinary Shares
or rights or warrants, to which this SECTION 10.05(C) applies (and any
Conversion Rate adjustment required by this SECTION 10.05(C) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such Ordinary Shares or such rights or warrants (and
any further Conversion Rate adjustment required by SECTION 10.05(A) and 10.05(B)
of this Section with respect to such dividend or distribution shall then be
made), except (A) the Ex Date of such dividend or distribution shall under this
SECTION 10.05(C) be substituted as "the Ex Date" within the meaning of SECTION
10.05(A) and SECTIONS 10.05(A) and 10.05(B) any Ordinary Shares included in such
dividend or distribution shall not be deemed "outstanding immediately prior to
the Ex Date for such dividend or distribution or immediately prior to the
effective date of such share split or combination, as the case may be" within
the meaning of SECTION 10.05(A) or "outstanding immediately prior to the Ex Date
for such distribution" within the meaning of SECTION 10.05(B).

          (D) In case the Company shall pay dividends or make distributions
consisting exclusively of cash to all or substantially all holders of its
Ordinary Shares, the Conversion Rate shall be adjusted based on the following
formula:

                                            SP(0)
                            CR' = CR(0) x ---------
                                          SP(0) - C

          where,

          CR(0) = the Conversion Rate in effect immediately prior to the Ex Date
          for such distribution;

          CR' = the Conversion Rate in effect immediately after the Ex Date for
          such distribution;

          SP(0) = the Closing Sale Price of the ADSs divided by the number of
          Ordinary Shares then represented by each ADS on the Trading Day
          immediately preceding the Ex Date for such distribution; and

                                      -57-
<PAGE>

          C = the amount in cash per share distributed to holders of Ordinary
          Shares in such distribution.

          Such adjustment shall become effective immediately after the opening
of business on the Ex Date for such dividend or distribution; provided that if
the portion of the cash so distributed applicable to one Ordinary Share is equal
to or greater than SP(0) as set forth above, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder of Securities
shall receive on the date on which such cash dividend is distributed to holders
of Ordinary Shares, for each $1,000 principal amount of Securities, the amount
of cash such holder would have received had such holder owned a number of
Ordinary Shares equal to the Conversion Rate on the Ex Date for such
distribution multiplied by the number of Ordinary Shares then represented by
each ADS, without being required to convert the Securities. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

          For the avoidance of doubt, for purposes of this SECTION 10.05(D), in
the event of any reclassification of the Ordinary Shares, as a result of which
the ADSs represent more than one class of Ordinary Shares, if an adjustment to
the Conversion Rate is required pursuant to this SECTION 10.05(D), references in
this Section to one Ordinary Share or the Closing Sale Price of one ADS (as
divided by the number of Ordinary Shares then represented by each ADS) shall be
deemed to refer to a unit or to the price of a unit consisting of the number of
shares of each class of Ordinary Shares equal to the numbers of shares of such
class issued in respect of one Ordinary Share in such reclassification. The
above provisions of this paragraph shall similarly apply to successive
reclassifications.

          (E) In case the Company or any of its Subsidiaries make a payment in
respect of a tender offer or exchange offer for all or any portion of the
Ordinary Shares, or ADSs representing Ordinary Shares, to the extent that the
cash and value of any other consideration included in the payment per Ordinary
Share, or equivalent payment per Ordinary Share then represented by our ADSs,
exceeds the Closing Sale Price of the ADSs divided by the number of Ordinary
Shares then represented by each ADS on the Trading Day next succeeding the last
date on which tenders or exchanges may be made pursuant to such tender or
exchange offer (as it may be amended), the Conversion Rate shall be increased
based on the following formula:

                                       AC + (SP' x OS')
                         CR' = CR(0) x ----------------
                                         OS(0) x SP'

          where,

          CR(0) = the Conversion Rate in effect on the date such tender or
          exchange offer expires;

          CR' = the Conversion Rate in effect on the day next succeeding the
          date such tender or exchange offer expires;

          AC = the aggregate value of all cash and any other consideration as
          determined by the Board of Directors paid or payable for the Ordinary
          Shares purchased (directly or in the form of ADSs) in such tender or
          exchange offer;

                                      -58-
<PAGE>

          OS(0) = the number of Ordinary Shares outstanding immediately prior to
          the date such tender or exchange offer expires;

          OS' = the number of Ordinary Shares outstanding immediately after the
          date such tender or exchange offer expires (after giving effect to
          such tender offer or exchange offer); and

          SP' = the Closing Sale Price of the ADSs divided by the number of
          Ordinary Shares then represented by each ADS on the Trading Day next
          succeeding the date such tender or exchange offer expires.

          Such adjustment shall become effective immediately after close of
business on the Trading Day next succeeding the date such tender or exchange
offer expires. If the Company or its Subsidiary is obligated to purchase
Ordinary Shares pursuant to any such tender or exchange offer, but the Company
or its Subsidiary is permanently prevented by applicable law from effecting all
or any such purchases or all or any portion of such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such tender or exchange offer had not been made or had only
been made in respect of the purchases that had been effected.

          No adjustment to the Conversion Rate shall be made if the application
of any of the foregoing formulas (other than in connection with a share
combination) would result in a decrease in the Conversion Rate.

          For purposes of this SECTION 10.05 the term "RECORD DATE" shall mean,
with respect to any dividend, distribution or other transaction or event in
which the holders of Ordinary Shares have the right to receive any cash,
securities or other property or in which the Ordinary Shares (or other
applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of shareholders
entitled to receive such cash, securities or other property (whether such date
is fixed by the Board of Directors or by statute, contract or otherwise).

          The term "EX DATE," (i) when used with respect to any issuance or
distribution, means the first date on which the ADSs trades the regular way on
the relevant exchange or in the relevant market from which the Closing Sale
Price was obtained without the right to receive such issuance or distribution,
(ii) when used with respect to any share split or combination of shares of
Ordinary Shares, means the first date on which the ADSs trades the regular way
on such exchange or in such market after the time at which such share split or
combination becomes effective, and (iii) when used with respect to any tender
offer or exchange offer means the first date on which the ADSs trades the
regular way on such exchange or in such market after the expiration time of such
tender offer or exchange offer (as it may be amended or extended).

          (F) In addition to those required by SECTION 10.05(A) through SECTION
10.05(E), and to the extent permitted by applicable law and the continued
listing requirements of the New York Stock Exchange, the Company from time to
time may increase the Conversion Rate by any amount for a period of at least
twenty (20) calendar days or any longer period permitted by law if the Board of
Directors determines that such increase would be in the Company's best interest.
Whenever the Conversion Rate is increased pursuant to the preceding sentence,
the Company shall mail to the Holder of each Security at his last address
appearing on the Register provided

                                      -59-
<PAGE>

for in SECTION 2.05 a notice of the increase at least 15 calendar days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.
In addition, the Company may also (but is not required to) increase the
Conversion Rate to avoid or diminish any tax to holders of Ordinary Shares or
ADSs or rights to purchase Ordinary Shares or ADSs in connection with any
dividend or distribution of shares (or rights to acquire shares) or similar
event.

          (G) Without limiting the foregoing, no adjustment to the Conversion
Rate need be made

               (i) upon the issuance of any Ordinary Shares pursuant to any
          future plan providing for the reinvestment of dividends or interest
          payable on securities of the Company and the investment of additional
          optional amounts in Ordinary Shares under any plan;

               (ii) upon the issuance of any Ordinary Shares, or any option,
          warrant, right or exercisable, exchangeable or convertible security to
          purchase Ordinary Shares, pursuant to any future agreements entered
          into with the Company's suppliers of raw materials or machinery as
          consideration or inducement to enter into such supply agreement;

               (iii) upon the issuance of any Ordinary Shares or options or
          rights to purchase Ordinary Shares pursuant to any present or future
          employee, director or consultant benefit plan or program of or assumed
          by the Company or any of its Subsidiaries;

               (iv) upon the issuance of any Ordinary Shares pursuant to any
          option, warrant, right, or exercisable, exchangeable or convertible
          security not described in clause (iii) above and outstanding as of the
          date of this Indenture;

               (v) for a change in the par value of the Ordinary Shares; or

               (vi) for accrued and unpaid Interest (including any Additional
          Interest).

          (H) No adjustment shall be made for the Company's issuance of Ordinary
Shares (directly or in the form of ADSs) or convertible or exchangeable
securities or rights to purchase Ordinary Shares (directly or in the form of
ADSs) or convertible or exchangeable securities, other than as provided in this
Section.

          (I) In any case in which this Section provides that an adjustment
shall become effective immediately after (1) the Ex Date for an event or (2) the
last date on which tenders or exchanges may be made pursuant to any tender or
exchange offer pursuant to SECTION 10.05(E) of this Section (each an "ADJUSTMENT
DETERMINATION DATE"), the Company may elect to defer until the occurrence of the
applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder
of any Security converted after such Adjustment Determination Date and before
the occurrence of such Adjustment Event, the additional Conversion Settlement
Distribution or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the amounts
deliverable upon such conversion before giving effect to such adjustment and (y)
paying to such Holder any amount in cash in lieu of any

                                      -60-
<PAGE>

fractional ADS pursuant to SECTION 10.02(B). For purposes of this subsection
(i), the term "ADJUSTMENT EVENT" shall mean:

               (i) in any case referred to in clause (1) hereof, the date any
          dividend or distribution of Ordinary Shares (directly or in the form
          of ADSs), shares of Share Capital, evidences of Indebtedness, other
          assets or property or cash is paid or made, the effective date of any
          share split or combination or the date of expiration of any rights or
          warrants, and

               (ii) in any case referred to in clause (2) hereof, the date a
          sale or exchange of Ordinary Shares (directly or in the form of ADSs)
          pursuant to such tender or exchange offer is consummated and becomes
          irrevocable.

          (J) For the avoidance of doubt, if a holder converts Securities prior
to the effective date of a Fundamental Change, and the Fundamental Change does
not occur, the Holder shall not be entitled to Make-Whole Consideration in
connection with such conversion.

          (K) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(iii)(c), at and after the close
of business on the last VWAP Trading Day (the "RELEVANT DATE") of the related
Cash Settlement Averaging Period, the Person in whose names any ADSs issuable
upon such conversion are registered shall be treated as the holder of record
thereof on such Relevant Date; provided, however, that if any such ADSs
constitute Make-Whole Consideration, then the Relevant Date with respect to such
shares that constitute Make-Whole Consideration shall instead be deemed to be
the later of (i) the last VWAP Trading Day of the related Cash Settlement
Averaging Period and (ii) the Make-Whole Reference Date of the Make-Whole
Fundamental Change resulting in the Make-Whole Consideration.

          (L) Whenever any provision of this ARTICLE X requires a calculation of
Closing Sale Prices or Daily VWAP over a span of multiple days, the Company
shall make appropriate adjustments to the Conversion Settlement Distribution
(determined in good faith by the Board of Directors) to account for any
adjustment to the Conversion Rate that becomes effective, or any event requiring
an adjustment to the Conversion Rate where the Ex Date of the event occurs, at
any time during the period from which such calculation is to be calculated;
provided that such adjustments shall only be made to the Conversion Settlement
Distribution relating to days prior to the date that the adjustment to the
Conversion Rate becomes effective.

          (M) Before taking any action which would cause an adjustment reducing
the Conversion Rate below the then par value, if any, of the Ordinary Shares
multiplied by the number of Ordinary Shares then represented by each ADS, the
Company shall take all corporate action which it reasonably determines may be
necessary in order that the Company may validly and legally issue Ordinary
Shares represented by the ADSs issuable upon conversion of the Securities at
such adjusted Conversion Rate. The Company covenants that all Ordinary Shares
represented by the ADSs issuable upon conversion of the Securities shall be
fully paid and non-assessable by the Company and free from all taxes, liens and
changes with respect to the issue thereof.

                                      -61-
<PAGE>

          (N) Whenever the Conversion Rate is adjusted as herein provided:

               (i) The Company shall compute the adjusted Conversion Rate in
          accordance with SECTION 10.05 and shall prepare a certificate signed
          by the Chief Financial Officer of the Company setting forth the
          adjusted Conversion Rate and showing in reasonable detail the facts
          upon which such adjustment is based, and such certificate shall
          promptly be filed with the Trustee and with each Conversion Agent (if
          other than the Trustee); and

               (ii) Upon each such adjustment, a notice stating that the
          Conversion Rate has been adjusted and setting forth the adjusted
          Conversion Rate shall be required, such notice shall be provided by
          the Company to all Holders in accordance with SECTION 12.02.

     10.06    NO ADJUSTMENT.

          Notwithstanding anything to the contrary in SECTION 10.05, no
adjustment in the Conversion Rate pursuant to SECTION 10.05 shall be required
until cumulative adjustments amount to one percent (1%) or more of the
Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion
Rate); provided, however, that any adjustments to the Conversion Rate which by
reason of this SECTION 10.06 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment to the Conversion
Rate; provided further, that (i) if a Fundamental Change or Make-Whole
Fundamental Change occurs, or if the Securities shall become convertible
pursuant to SECTION 10.01(A)(iii) or SECTION 10.01(A)(iv), (ii) on March 17 of
each year, and (iii) on the date that is twenty-four (24) Scheduled Trading Days
prior to, and on each VWAP Trading Day thereafter until, March 15, 2013 any
adjustments to the Conversion Rate that have been, and at such time remain,
deferred pursuant to this SECTION 10.06 shall be given effect, and such
adjustments, if any, shall no longer be carried forward and taken into account
in any subsequent adjustment to the Conversion Rate. All calculations under this
ARTICLE X shall be made to the nearest cent or to the nearest one-millionth of
an ADS, as the case may be.

          If any rights, options or warrants issued by the Company and requiring
an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only
exercisable upon the occurrence of certain triggering events, then the
Conversion Rate will not be adjusted as provided in SECTION 10.05 until the
earliest of such triggering event occurs. Upon the expiration or termination of
any such rights, options or warrants without the exercise of such rights,
options or warrants, the Conversion Rate then in effect shall be adjusted
immediately to the Conversion Rate which would have been in effect at the time
of such expiration or termination had such rights, options or warrants, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

          If any dividend or distribution is declared and the Conversion Rate is
adjusted pursuant to SECTION 10.05 on account of such dividend or distribution,
but such dividend or distribution is thereafter not paid or made, the Conversion
Rate shall again be adjusted to the Conversion Rate which would then be in
effect had such dividend or distribution not been declared.

                                      -62-
<PAGE>

          No adjustment to the Conversion Rate need be made pursuant to SECTION
10.05 for a transaction if Holders are to participate in the transaction without
conversion on a basis and with notice that the Board of Directors determines in
good faith to be fair and appropriate in light of the basis and notice on which
holders of ADSs participate in the transaction (which determination shall be
described in a Board Resolution).

          Notwithstanding anything herein to the contrary, in no event shall the
Conversion Rate be increased pursuant to SECTION 10.05(b), SECTION 10.05(c),
SECTION 10.05(d) or SECTION 10.05(e) to the extent, but only to the extent, such
increase shall cause the Conversion Rate applicable to such Security to exceed
33.0687 ADSs shares per $1,000 principal amount (the "BCF ADJUSTMENT CAP");
provided, however, that the BCF Adjustment Cap shall be adjusted in the same
manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE
X.

     10.07 OTHER ADJUSTMENTS.

          In the event that, as a result of an adjustment made pursuant to
SECTION 10.05 hereof, the Holder of any Security thereafter surrendered for
conversion may, subject to the Company's right of election pursuant to SECTION
10.02, become entitled to receive any shares or securities other than ADSs, or
if the Ordinary Shares represented by such ADSs become converted, exchanged,
reclassified or otherwise changed into other shares or securities, thereafter
the Conversion Rate of such other shares so receivable upon conversion of any
Security shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to ADSs
(taking into account the number of Ordinary Shares represented by each ADS
immediately prior to such adjustment of the Conversion Rate or such change in
the ADSs or Ordinary Shares, as the case may be) contained in this ARTICLE X.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason, but
such event does not constitute a Termination of Trading because the Ordinary
Shares are then listed for trading on a U.S. national securities exchange, all
references herein and in the Securities to the "ADSs", the "Closing Sale Price"
and the "Daily VWAP" will be deemed to refer to the "Ordinary Shares", and the
"Closing Sale Price" and "Daily VWAP" of the Ordinary Shares, respectively, and
other appropriate adjustments will be made to the provisions hereunder and in
the Securities to reflect such change.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason, but
such event does not constitute a Termination of Trading, then the provisions of
SECTION 3.02 shall apply.

          In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason
(whether or not such event constitutes a Termination of Trading), Holders' right
to convert Securities into ADSs under this ARTICLE X shall become a right to
convert Securities into Ordinary Shares (subject to the Company's right under
SECTION 10.02 to deliver cash in lieu thereof) at a Conversion Rate, subject to
adjustment from time to time in accordance with this ARTICLE X, equal to (i) the
number of Ordinary Shares represented by each ADS immediately prior to such
termination, multiplied by (ii) the

                                      -63-
<PAGE>

Conversion Rate applicable immediately prior to such termination, multiplied by
(iii) the aggregate principal amount of the Securities being converted divided
by $1,000.

     10.08 ADJUSTMENTS FOR TAX PURPOSES.

          Except as prohibited by law the Company may (but is not obligated to)
make such increases in the Conversion Rate, in addition to those required by
SECTION 10.05 hereof, as it determines to be advisable in order that any share
dividend, subdivision of shares, distribution of rights to purchase shares or
securities or distribution of securities convertible into or exchangeable for
shares made by the Company or to holders of Ordinary Shares or ADSs will not be
taxable to the recipients thereof or in order to diminish any such taxation.

     10.09 NOTICE OF ADJUSTMENT.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books a notice of
the adjustment and file with the Trustee, the Conversion Agent and the
Securities Agent an Officer's Certificate briefly stating the facts requiring
the adjustment and the manner of computing it. The certificate shall be
conclusive evidence of the correctness of such adjustment.

     10.10 NOTICE OF CERTAIN TRANSACTIONS.

          In the event that:

               (1) the Company takes any action, or becomes aware of any event,
          which would require an adjustment in the Conversion Rate,

               (2) the Company takes any action that would require a
          supplemental indenture pursuant to SECTION 10.11, or

               (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders at the addresses appearing on the Registrar's
books, and to the Trustee, the Conversion Agent and the Securities Agent, a
written notice stating the proposed Ex Date, effective date or expiration date,
as the case may be, of any transaction referred to in CLAUSE (1), (2) or (3) of
this SECTION 10.10. The Company shall mail such notice at least thirty (30)
Scheduled Trading Days before such date; however, failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in CLAUSE (1), (2) or (3) of this SECTION 10.10.

     10.11 EFFECT OF RECLASSIFICATIONS, BUSINESS COMBINATIONS, ASSET SALES AND
           OTHER CORPORATE EVENTS ON CONVERSION PRIVILEGE.

          Except as provided in SECTION 10.14(E), if any of the following shall
occur, namely: (i) any reclassification or change in the Ordinary Shares
represented by the ADSs issuable upon conversion of Securities (other than a
change only in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination of Ordinary
Shares), (ii) any consolidation, merger, binding share exchange, reconstruction,
amalgamation or

                                      -64-
<PAGE>

other similar arrangement, or such to which the Company is a party, other than a
merger in which the Company is the continuing Person and which does not result
in any reclassification of, or change (other than a change in name, or par
value, or from par value to no par value, or from no par value to par value or
as a result of a subdivision or combination) in, the Ordinary Shares, or (iii)
any sale, transfer, lease, conveyance or other disposition of all or
substantially all of the property or assets of the Company, in each case,
pursuant to which the Ordinary Shares would be converted into or exchanged for,
or would constitute solely the right to receive, cash, securities or other
property, then the Company or such successor or purchasing Person, as the case
may be, shall execute and deliver to the Trustee and the Securities Agent a
supplemental indenture in form reasonably satisfactory to the Trustee and the
Securities Agent providing that, at and after the effective time of such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition, the Holder of each Security then
outstanding shall have the right to convert such Security (if otherwise
convertible pursuant to this ARTICLE X) into the kind and amount of cash,
securities or other property (collectively, "REFERENCE PROPERTY") receivable
upon such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition by a holder of a number of
Ordinary Shares equal to the product of (i) the number of Ordinary Shares then
represented by each ADS, and (ii) a fraction whose denominator is one thousand
(1,000) and whose numerator is the product of the principal amount of such
Security and the Conversion Rate in effect immediately prior to such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition (assuming, if holders of Ordinary
Shares shall have the opportunity to elect the form of consideration to receive
pursuant to such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition, that the Collective Election
shall have been made with respect to such election); provided, however, that at
and after the effective time of such reclassification, change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement, or such sale, transfer, lease, conveyance or disposition, the
Company shall continue to have the right to elect in accordance with SECTION
10.02 to deliver cash in full or partial settlement of the Conversion Obligation
pursuant to SECTION 10.02 with respect to the conversion of any Security and the
Conversion Settlement Distribution deliverable upon the conversion of any
Security shall be calculated based on the fair value of the Reference Property
instead of the Closing Sale Price per Ordinary Share. If holders of Ordinary
Shares shall have the opportunity to elect the form of consideration to receive
pursuant to such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition, the kind and amount of
consideration that a holder of Ordinary Shares would have been entitled to shall
be deemed to be (i) the weighted average of the kind and amount of consideration
received by the holders of Ordinary Shares that affirmatively make such an
election or (ii) if no holders of Ordinary Shares affirmatively make such an
election, the kind and amount of consideration actually received by such
holders. The supplemental indenture referred to in the first sentence of this
paragraph shall provide for adjustments of the Conversion Rate which shall be as
nearly equivalent as may be practicable to the adjustments of the Conversion
Rate provided for in this ARTICLE X. The foregoing, however, shall not in any
way affect the right a Holder of a Security may otherwise

                                      -65-
<PAGE>

have, pursuant to SECTION 10.05(c), SECTION 10.05(h) or SECTION 10.13, to
receive rights or warrants upon conversion or a Security. If, in the case of any
such consolidation, merger, binding share exchange, reconstruction, amalgamation
or other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, the cash, securities or other and property receivable thereupon by
a holder of Ordinary Shares includes cash, securities or other property of a
Person other than the successor or purchasing Person, as the case may be, in
such consolidation, merger, binding share exchange, reconstruction, amalgamation
or other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, then such supplemental indenture shall also be executed by such
other Person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors in good
faith shall reasonably determine necessary by reason of the foregoing (which
determination shall be described in a Board Resolution). The provisions of this
SECTION 10.11 shall similarly apply to successive consolidations, mergers,
binding share exchanges, reconstruction, amalgamation or other similar
arrangement, or successive sales, transfers, leases, conveyances or
dispositions.

          In the event the Company shall execute a supplemental indenture
pursuant to this SECTION 10.11, the Company shall promptly file with the
Trustee, the Conversion Agent and the Securities Agent an Officer's Certificate
briefly stating the reasons therefore, the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders of the Securities
upon the conversion of their Securities after any such reclassification, change,
consolidation, merger, binding share exchange, reconstruction, amalgamation or
other similar arrangement, or such sale, transfer, lease, conveyance or
disposition and any adjustment to be made with respect thereto.

     10.12 DISCLAIMER OF THE TRUSTEE, THE CONVERSION AGENT AND THE SECURITIES
           AGENT.

          None of the Trustee, the Conversion Agent or the Securities Agent
shall have any duty to determine when an adjustment under this ARTICLE X should
be made, how it should be made or what such adjustment should be, but each may
accept as conclusive evidence of the correctness of any such adjustment, and
shall be protected in relying upon, the Officer's Certificate with respect
thereto which the Company is obligated to file with the Trustee, the Conversion
Agent and the Securities Agent pursuant to SECTION 10.09 hereof. None of the
Trustee, the Conversion Agent or the Securities Agent makes any representation
as to the validity or value of any securities or assets issued upon conversion
of Securities, and none of them shall be responsible for the failure by the
Company to comply with any provisions of this ARTICLE X.

          None of the Trustee, the Conversion Agent or the Securities Agent
shall be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture executed pursuant to SECTION 10.11, but
each of them may accept as conclusive evidence of the correctness thereof, and
shall be protected in relying upon, an Opinion of Counsel and the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee and the Securities Agent pursuant to SECTION 10.11 hereof.

     10.13 RIGHTS DISTRIBUTIONS PURSUANT TO ANTI-TAKEOVER PROVISIONS.

                                      -66-
<PAGE>

          Upon conversion of any Security or a portion thereof, to the extent
the Holder thereof receives ADSs upon such conversion, the Company shall make
provision for such Holder to receive, in addition to, and concurrently with the
delivery of, such ADSs any preferred shares or other securities or rights issued
or distributed to holders of Ordinary Shares by the Board of Directors or the
Company pursuant to the anti-takeover provisions in the Company's Articles of
Association, whether or not such preferred shares, securities or rights were
issued or distributed prior to the time of such conversion, but only to the
extent other holders of ADSs would receive such preferred shares or other
securities or rights. In the event that, after the date hereof, the Company
amends, supplements or supersedes the anti-takeover provisions in its Articles
of Association to provide, or if the Board of Directors approve a resolution,
for the issuance or distribution of any such preferred shares or other
securities or rights to holders of Ordinary Shares, the Company shall provide
that the Holders will receive, upon conversion of their Securities, in addition
to the consideration otherwise payable hereunder upon such conversion, the such
shares, securities or rights, but only to the extent such Holder will receive
ADSs upon such conversion and only to the extent other holders of ADSs would
receive such preferred shares, securities or rights.

          Any distribution of preferred shares, securities or rights pursuant to
such anti-takeover provisions or Board Resolution will not result in an
adjustment to the Conversion Rate pursuant to SECTION 10.05(B) and 10.05(C)
above if the Company has made proper provision for Holders to receive, to the
extent they receive ADSs upon conversion hereunder, to also receive such
preferred shares, securities or rights to the same extent as other holders of
ADSs in accordance with the terms of the Deposit Agreement.

     10.14 INCREASED CONVERSION RATE APPLICABLE TO CERTAIN SECURITIES
           SURRENDERED IN CONNECTION WITH MAKE-WHOLE FUNDAMENTAL CHANGES.

          (A) Notwithstanding anything herein to the contrary, the Conversion
Rate applicable to each Security that is surrendered for conversion, in
accordance with this Article X, at any time during the period (the "MAKE-WHOLE
CONVERSION PERIOD") that begins on, and includes, the date that is thirty (30)
Scheduled Trading Days prior to the date originally announced by the Company as
the anticipated effective date of a Make-Whole Fundamental Change (which
anticipated effective date the Company shall disclose, in good faith, in the
written notice, public announcement and publication referred to in SECTION
10.14(D)) and ends on, and includes, the date that is thirty (30) Business Days
after the actual effective date of such Make-Whole Fundamental Change (or, if
such Make-Whole Fundamental Change also constitutes a Fundamental Change, the
Fundamental Change Repurchase Date applicable to such Fundamental Change) shall
be increased to an amount equal to the Conversion Rate that would, but for this
SECTION 10.14, otherwise apply to such Security pursuant to this ARTICLE X, plus
an amount equal to the Make-Whole Applicable Increase; provided, however, that
such increase to the Conversion Rate shall not apply if such Make-Whole
Fundamental Change is announced by the Company but shall not be consummated.

               The additional consideration payable hereunder on account of any
Make-Whole Applicable Increase with respect to a Security surrendered for
conversion is herein referred to as the "MAKE-WHOLE CONSIDERATION."

                                      -67-
<PAGE>

               The Make-Whole Consideration due upon a conversion of a Security
by a Holder shall be paid as soon as practicable after the Conversion Date of
such conversion, but in no event later than the later of (1) the Conversion
Settlement Date for such conversion, and (2) the third (3rd) Business Day after
the Make-Whole Reference Date of the applicable Make-Whole Fundamental Change.

<Table>
<Caption>
                                                       MAKE-WHOLE REFERENCE DATE

                           MARCH 17,    MARCH 15,     MARCH 15,      MARCH 15,    MARCH 15,     MARCH 15,
APPLICABLE PRICE           2008         2009          2010           2011         2012          2013
----------------           ---------    ---------     ---------      ---------    ---------     ---------
<S>                        <C>          <C>           <C>            <C>          <C>           <C>
$30.24...............        8.7534        8.7534        8.7534        8.7534        8.7534        8.7534
$32.00...............        7.8941        7.6502        7.3416        7.0603        6.7503        6.9347
$36.00...............        6.3263        6.0218        5.6269        5.1862        4.5584        3.4625
$38.00...............        5.7060        5.3844        4.9655        4.4777        3.7564        2.0005
$40.00...............        5.1696        4.8372        4.4034        3.8847        3.1041        0.6847
$45.00...............        4.1094        3.7695        3.3268        2.7813        1.9601        0.0000
$50.00...............        3.3367        3.0064        2.5795        2.0512        1.2803        0.0000
$55.00...............        2.7579        2.4459        2.0468        1.5569        0.8741        0.0000
$60.00...............        2.3139        2.0240        1.6575        1.2143        0.6277        0.0000
$75.00...............        1.4644        1.2424        0.9723        0.6637        0.3104        0.0000
$90.00...............        0.9972        0.8308        0.6354        0.4242        0.2040        0.0000
$120.00..............        0.5233        0.4288        0.3234        0.2183        0.1147        0.0000
$150.00..............        0.2969        0.2411        0.1810        0.1239        0.0676        0.0000
$200.00..............        0.1172        0.0930        0.0675        0.0450        0.0235        0.0000
</Table>

          (B) As used herein, "MAKE-WHOLE APPLICABLE INCREASE" shall mean, with
respect to a Make-Whole Fundamental Change, the amount, set forth in the above
table, which corresponds to the date such Make-Whole Fundamental Change is first
publicly-announced, occurs or becomes effective (the "MAKE-WHOLE REFERENCE
DATE") and the Applicable Price of such Make-Whole Fundamental Change:

               provided, however, that:

               (i) if the actual Applicable Price of such Make-Whole Fundamental
          Change is between two (2) prices listed in the table above under the
          column titled "Applicable Price," or if the actual Make-Whole
          Reference Date of such Make-Whole Fundamental Change is between two
          dates listed in the table above in the row immediately below the title
          "Make-Whole Reference Date," then the Make-Whole Applicable Increase
          for such Make-Whole Fundamental Change shall be determined by linear
          interpolation between the Make-Whole Applicable Increases set forth
          for such two prices, or for such two dates based on a three hundred
          and sixty-five (365) day year, as applicable;

               (ii) if the actual Applicable Price of such Make-Whole
          Fundamental Change is greater than $200.00 per ADS (subject to
          adjustment as provided in SECTION 10.14(B)(iii)), or if the actual
          Applicable Price of such Make-Whole Fundamental Change is less than
          $30.24 per share (subject to adjustment as provided in SECTION
          10.14(B)(iii)), then the Make-Whole Applicable Increase shall be equal
          to zero (0);

                                      -68-
<PAGE>

               (iii) if an event occurs that requires, pursuant to this ARTICLE
          X (other than solely pursuant to this SECTION 10.14), an adjustment to
          the Conversion Rate, then, on the date and at the time such adjustment
          is so required to be made, each price set forth in the table above
          under the column titled "Applicable Price" shall be deemed to be
          adjusted so that such price, at and after such time, shall be equal to
          the product of (1) such price as in effect immediately before such
          adjustment to such price and (2) a fraction whose numerator is the
          Conversion Rate in effect immediately before such adjustment to the
          Conversion Rate and whose denominator is the Conversion Rate to be in
          effect, in accordance with this ARTICLE X, immediately after such
          adjustment to the Conversion Rate;

               (iv) each Make-Whole Applicable Increase amount set forth in the
          table above shall be adjusted in the same manner in which, and for the
          same events for which, the Conversion Rate is to be adjusted pursuant
          to this ARTICLE X; and

               (v) in no event shall the Conversion Rate applicable to any
          Security be increased pursuant to this SECTION 10.14 to the extent,
          but only to the extent, such increase shall cause the Conversion Rate
          applicable to such Security to exceed 33.0687 ADSs per $1,000
          principal amount (the "BCF MAKE-WHOLE CAP"); provided, however, that
          the BCF Make-Whole Cap shall be adjusted in the same manner in which,
          and for the same events for which, the Conversion Rate is to be
          adjusted pursuant to this ARTICLE X.

          (C) As used herein, "APPLICABLE PRICE" shall have the following
meaning with respect to a Make-Whole Fundamental Change: (a) if such Make-Whole
Fundamental Change constitutes a Voting Share Change Make-Whole Fundamental
Change or an Ordinary Share Change Make-Whole Fundamental Change and the
consideration (excluding cash payments for fractional ADSs or pursuant to
statutory appraisal rights) for the Ordinary Shares in such Make-Whole
Fundamental Change consists solely of cash, then the "Applicable Price" with
respect to such Make-Whole Fundamental Change shall be equal to the cash amount
paid per Ordinary Share in such Make-Whole Fundamental Change multiplied by the
number of Ordinary Shares then represented by each ADS, and (b) in all other
circumstances, the "Applicable Price" with respect to such Make-Whole
Fundamental Change shall be equal to the average of the Closing Sale Prices per
ADS for the five (5) consecutive Trading Days immediately preceding the date on
which such Make-Whole Fundamental Change becomes effective, which average shall
be appropriately adjusted by the Board of Directors, in its good faith
determination (which determination shall be described in a Board Resolution), to
account for any adjustment, pursuant hereto, to the Conversion Rate that shall
become effective, or any event requiring, pursuant hereto, an adjustment to the
Conversion Rate where the Ex Date of such event occurs, at any time during such
five (5) consecutive Trading Days.

          (D) At least thirty (30) Scheduled Trading Days before the first
anticipated effective date of an Asset Sale Make-Whole Fundamental Change or an
Ordinary Share Change Make-Whole Fundamental Change, the Company shall mail to
each Holder, in accordance with SECTION 12.02, written notice of, and shall
publicly announce, through a reputable national newswire service in the United
States, and publish on the Company's website, the anticipated effective date of
such proposed Make-Whole Fundamental Change and in any event no later than

                                      -69-
<PAGE>

the actual effective date of the Make-Whole Fundamental Change. No later than
the third Business Day after the Make-Whole Reference Date of each Make-Whole
Fundamental Change, the Company shall mail, in accordance with SECTION 12.02,
written notice of, and shall publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
such Make-Whole Reference Date and the Make-Whole Applicable Increase applicable
to such Make-Whole Fundamental Change.

          (E) For avoidance of doubt, the provisions of this SECTION 10.14 shall
not affect or diminish the Company's obligations, if any, pursuant to ARTICLE IV
with respect to a Make-Whole Fundamental Change.

          (F) Nothing in this SECTION 10.14 shall prevent an adjustment to the
Conversion Rate pursuant to SECTION 10.05 in respect of a Make-Whole Fundamental
Change.


                               XI. TAX TREATMENT

     11.01 TAX TREATMENT.

The Company hereby agrees and by purchasing an interest in a Security, each
Holder and each Person (including an entity) that acquires a direct or indirect
beneficial interest in the Security hereby agrees that such Person shall (except
to the extent otherwise required by final administrative or judicial
determinations to the contrary) treat the Securities as indebtedness of the
Company for all U.S. federal income tax purposes.

     11.02 TAX WITHHOLDING OBLIGATIONS.

          By purchasing an interest in a Security, each Holder and each Person
(including an entity) that acquires a direct or indirect beneficial interest in
a Security hereby agrees:

          (A) that the Company may withhold any tax, to the extent it is
required to do so under any law or regulation (whether based on accrued,
constructive or cash income), from any payments of cash or ADSs (including ADSs
to be paid upon conversion) to be made to a Holder or Person holding a direct or
indirect beneficial interest in a Security or in ADSs received upon conversion
of a Security; and

          (B) that if the Company pays any withholding taxes on behalf of a
Holder or Person holding a direct or indirect beneficial interest in a Security,
as a result of an adjustment to the Conversion Rate or a failure to make an
adjustment to the Conversion Rate, the Company may, in its discretion, reduce
any payments to such Holder or Person of cash or ADSs (including any ADSs to be
paid upon conversion) on the Security by the amounts of any such withholding
taxes paid.


                               XII. MISCELLANEOUS

     12.01 TRUST INDENTURE ACT CONTROLS.

                                      -70-
<PAGE>

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision of the TIA shall control.

     12.02 NOTICES.

          Any notice or communication by the Company, the Trustee or the
Securities Agent to one another shall be deemed to be duly given if made in
writing and delivered:

          (A) by hand (in which case such notice shall be effective upon
delivery);

          (B) by facsimile (in which case such notice shall be effective upon
receipt of confirmation of good transmission thereof); or

          (C) by overnight delivery by a nationally recognized courier service
(in which case such notice shall be effective on the Business Day immediately
after being deposited with such courier service),

          in each case to the other party's address or facsimile number, as
applicable, set forth in this SECTION 12.02. Each of the Company, the Trustee
and the Securities Agent, by notice to the others, may designate additional or
different addresses or facsimile numbers for subsequent notices or
communications.

          Any notice or communication to a Holder shall be mailed to its address
shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

          If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and the Securities Agent at the same time. If the
Trustee or the Securities Agent is required, pursuant to the express terms of
this Indenture or the Securities, to mail a notice or communication to Holders,
the Trustee or the Securities Agent, as the case may be, shall also mail a copy
of such notice or communication to the Company.

          All  notices or communications shall be in writing.

The Company's address is:

Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China
Attn: Chief Financial Officer
Facsimile: +86-510-8534-4448
Phone: +86-510-8531-8888

                                      -71-
<PAGE>

The Trustee and Securities Agent's address is:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware  19890-0001
Attention: Corporate Capital Markets/Suntech
Facsimile: 302-636-4145
Phone: 302-636-6000

     12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

          Holders may communicate pursuant to TIA Section 312(h) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Securities Agent, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

     12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company to the Trustee or the
Securities Agent to take any action under this Indenture, the Company shall
furnish to the Trustee or the Securities Agent, as applicable:

               (i) an Officer's Certificate stating that, in the opinion of the
          signatories to such Officer's Certificate, all conditions precedent,
          if any, provided for in this Indenture relating to the proposed action
          have been complied with; and

               (ii) an Opinion of Counsel stating that, in the opinion of such
          counsel, all such conditions precedent have been complied with.

          Each signatory to an Officer's Certificate or an Opinion of Counsel
may (if so stated) rely, effectively, upon an Opinion of Counsel as to legal
matters and an Officer's Certificate or certificates of public officials as to
factual matters, as the case may be, if such signatory reasonably and in good
faith believes in the accuracy of the document relied upon.

     12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

               (i) a statement that the person making such certificate or
          opinion has read such covenant or condition;

               (ii) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

                                      -72-
<PAGE>

               (iii) a statement that, in the opinion of such person, he or she
          has made such examination or investigation as is necessary to enable
          him or her to express an informed opinion as to whether or not such
          covenant or condition has been complied with; and

               (iv) a statement as to whether or not, in the opinion of such
          person, such condition or covenant has been complied with.

     12.06 RULES BY TRUSTEE AND AGENTS.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent, Securities Agent and Conversion Agent may
make reasonable rules and set reasonable requirements for their respective
functions.

     12.07 LEGAL HOLIDAYS.

          A "BUSINESS DAY" means any weekday that is not a day on which banking
institutions in the City of New York are authorized or obligated to close. A
"LEGAL HOLIDAY" is a day that is not a Business Day. If a payment date is a
Legal Holiday, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue on that payment for the
intervening period.

     12.08 DUPLICATE ORIGINALS.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart by facsimile shall be effective
as delivery of a manually executed counterpart thereof.

     12.09 GOVERNING LAW.

          The laws of the State of New York shall govern this Indenture and the
Securities.

     12.10 SUBMISSION TO JURISDICTION

          The parties hereby submit to the non-exclusive jurisdiction of any
United States Federal or New York State court sitting in the Borough of
Manhattan in the City of New York solely for the purpose of any legal action or
proceeding brought to enforce their obligations hereunder or with respect to any
Security.

          As long as any of the Securities remain outstanding or the parties
hereto have any obligation under this Indenture, the Company shall have an
authorized agent upon whom process may be served in any such legal action or
proceeding. Service of process upon such agent and written notice of such
service mailed or delivered to the Company shall to the extent permitted by law
be deemed in every respect effective service of process upon the Company in any
such legal action or proceeding and, if it fails to maintain such an agent, any
such process or summons may be served by mailing a copy thereof by registered
mail, or a form of mail substantially equivalent thereto, addressed to it at its
address as provided for notices hereunder. The Company hereby appoints CT
Corporation System at 111 Eighth Avenue, New York, New York 10011, as

                                      -73-
<PAGE>

its agent for such purposes, and covenants and agrees that service of process in
any legal action or proceeding may be made upon it at such office of such agent.

          The Company irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of venue of
any such action or proceeding in the Supreme Court of the State of New York,
County of New York or the United States District Court for the Southern District
of New York and any claim that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.

          The Company irrevocably agrees that, should any such action or
proceeding be brought against it arising out of or in connection with this
Indenture, no immunity (to the extent that it may now or hereafter exist,
whether on the ground of sovereignty or otherwise) from such action or
proceeding, from attachment (whether in aid of execution, before judgment or
otherwise) of its property, assets or revenues, or from execution or judgment
wherever brought or made, shall be claimed by it or on its behalf or with
respect to its property, assets or revenues, any such immunity being hereby
irrevocably waived by the Company to the fullest extent permitted by law.

     12.11 JUDGMENT CURRENCY

          In respect of any judgment or order given or made for any amount due
hereunder that is expressed and paid in a currency (the "JUDGMENT CURRENCY")
other than United States dollars, the Company will indemnify the Trustee and the
Security Agents against any loss incurred by the Trustee, the Securities Agent
or any other agent as a result of any variation as between (a) the rate of
exchange at which the United States dollar amount is converted into the judgment
currency for the purpose of such judgment or order and (b) the rate of exchange
at which the Trustee, the Securities Agent or any agent is able to purchase
United States dollars with the amount of the judgment currency actually received
by the Trustee, the Securities Agent or any agent. The foregoing indemnity shall
constitute a separate and independent obligation of the Company and shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "rate of exchange" shall include any premiums and costs of
exchange payable in connection with the purchase of or conversion into United
States dollars.

     12.12 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     12.13 SUCCESSORS.

          All agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns.

     12.14 SEPARABILITY.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in

                                      -74-
<PAGE>

any way be affected or impaired thereby and a Holder shall have no claim
therefor against any party hereto.

     12.15 TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

     12.16 CALCULATIONS IN RESPECT OF THE SECURITIES.

          The Company shall make all calculations under this Indenture and the
Securities (including, without limitation, the Conversion Values, the Conversion
Price and any adjustments to the Conversion Rate pursuant hereto) in good faith.
In the absence of manifest error, such calculations shall be final and binding
on all Holders. The Company shall provide a copy of such calculations to the
Trustee and the Securities Agent as requested or required hereunder, and each of
the Trustee and the Securities Agent shall be entitled to rely on the accuracy
of any such calculation without independent verification. Neither the Trustee
nor the Securities Agent shall have any obligation to calculate or determine or
verify the calculation or determination of the Conversion Rate, the Conversion
Price or the Conversion Values. The Trustee and/or the Securities Agent shall
forward the Company's calculations to any Holder upon request of such Holder.

     12.17 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
           SHAREHOLDERS.

          None of the Company's past, present or future directors, officers,
employees or shareholders, as such, shall have any liability for any of the
Company's obligations under this Indenture or the Securities or for any claim
based on, or in respect or by reason of, such obligations or their creation. By
accepting a Security, each holder waives and releases all such liability. This
waiver and release is part of the consideration for the issue of the Securities.

 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                      -75-
<PAGE>

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

<TABLE>
<S>                                            <C>
                                               SUNTECH POWER HOLDINGS CO., LTD.

                                               By: /s/ Amy Zhang
                                                  ------------------------------
                                                  Name:  Amy Zhang
                                                  Title: Chief Financial Officer
</TABLE>

                                   [Indenture]
<PAGE>

<TABLE>
<S>                                  <C>
                                     WILMINGTON TRUST COMPANY

                                     By: /s/ Michael G. Oller, Jr.
                                        ----------------------------------------
                                        Name:  Michael G. Oller, Jr.
                                        Title: Senior Financial Services Officer
</TABLE>

                                  [Indenture]
<PAGE>

                                                                       EXHIBIT A

                               [Face of Security]

                        SUNTECH POWER HOLDINGS CO., LTD.

Certificate No.

    [INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND, AS REQUIRED]

                     3.00% Convertible Senior Note due 2013

                              CUSIP No. 86800C AD6

     Suntech Power Holdings Co., Ltd., a company with limited liability under
the laws of the Cayman Islands (the "COMPANY"), for value received, hereby
promises to pay to Cede & Co., or its registered assigns, the principal sum of
-dollars ($-) on March 15, 2013 and to pay interest thereon, as provided on the
reverse hereof, until the principal and any unpaid and accrued interest are paid
or duly provided for.

     Interest Payment Dates: March 15 and September 15, with the first payment
to be made on September 15, 2008.

     Record Dates: March 1 and September 1.

     The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.

                                      A-1-1
<PAGE>

     IN WITNESS WHEREOF, Suntech Power Holdings Co., Ltd. has caused this
instrument to be duly signed.

<Table>
<Caption>
<S>                                             <C>
                                                SUNTECH POWER HOLDINGS CO., LTD.

                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:
</Table>

                                     A-1-2
<PAGE>

CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the
within-mentioned indenture.

WILMINGTON TRUST COMPANY, as Trustee

By:
   ---------------------------------------------
              Authorized Signatory

Dated:
      --------------------------------

                                     A-1-3
<PAGE>

                              [REVERSE OF SECURITY]

                        SUNTECH POWER HOLDINGS CO., LTD.

                     3.00% CONVERTIBLE SENIOR NOTE DUE 2013

     1. INTEREST. Suntech Power Holdings Co., Ltd, a company with limited
liability under the laws of the Cayman Islands (the "COMPANY"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. The Company will pay interest, payable semi-annually in arrears, on March
15 and September 15 of each year, with the first payment to be made on September
15, 2008. Interest on the Securities will accrue on the principal amount from,
and including, the most recent date to which interest has been paid or provided
for or, if no interest has been paid, from, and including, March 17, 2008, in
each case to, but excluding, the next interest payment date or Maturity Date, as
the case may be Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. MATURITY. The Securities will mature on March 15, 2013.

     3. METHOD OF PAYMENT. Except as provided in the indenture (as defined
below), the Company will pay interest on the Securities to the persons who are
Holders of record of the Securities at the close of business on the record date
set forth on the face of this Security next preceding the applicable interest
payment date. Holders must surrender the Securities to a Paying Agent to collect
the principal amount or Fundamental Change Repurchase Price of the Securities,
plus, if applicable, accrued and unpaid interest, if any, payable as herein
provided upon Repurchase Upon Fundamental Change. The Company will pay, in money
of the United States that at the time of payment is legal tender for payment of
public and private debts, all amounts due in cash with respect to the
Securities, which amounts shall be paid (A) in the case this Security is in
global form, by wire transfer of immediately available funds to the account
designated by the Depositary or its nominee; (B) in the case this Security is
held, other than global form, by a Holder of more than five million dollars
($5,000,000) in aggregate principal amount of the Securities, by wire transfer
of immediately available funds to the account specified by such Holder or, if
such Holder does not specify an account, by mailing a check to the address of
such Holder set forth in the register of the Registrar; and (C) in the case this
Security is held, other than global form, by a Holder of five million dollars
($5,000,000) or less in aggregate principal amount of the Securities, by mailing
a check to the address of such Holder set forth in the register of the
Registrar.

     4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, Wilmington Trust
Company, (the "SECURITIES AGENT") will act as Paying Agent, Registrar, Bid
Solicitation Agent and Conversion Agent. The Company may change any Paying
Agent, Registrar, Bid Solicitation Agent or Conversion Agent without notice.

     5. INDENTURE. The Company issued the Securities under an Indenture dated as
of March 17, 2008 (the "INDENTURE") among the Company, Wilmington Trust Company,
as trustee (the "TRUSTEE"), and the Securities Agent. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA") as amended and in effect from time to time. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for

                                     A-1-4
<PAGE>

a statement of such terms. The Securities are general unsecured senior
obligations of the Company limited to $575,000,000 aggregate principal amount,
except as otherwise provided in the Indenture (except for the Securities issued
in substitution for destroyed, mutilated, lost or stolen the Securities). Terms
used herein without definition and which are defined in the Indenture have the
meanings assigned to them in the Indenture.

     6. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to the
terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is $1,000 in principal amount or any integral multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which
date is no later than thirty five (35) days, nor earlier than twenty (20) days,
after the date on which notice of such Fundamental Change is mailed in
accordance with the Indenture, at a price payable in cash equal to one hundred
percent (100%) of the principal amount of such Security, plus accrued and unpaid
interest to, but excluding, the Fundamental Change Repurchase Date; provided,
however, that if such Fundamental Change Repurchase Date is after a record date
for the payment of an installment of interest and on or before the related
interest payment date, then the accrued and unpaid interest, if any, to, but
excluding, such interest payment date will be paid on such interest payment date
to the Holder of record of such Securities at the close of business on such
record date, and the Holder surrendering such Securities for repurchase will not
be entitled to any such accrued and unpaid interest unless such Holder was also
the Holder of record of such Securities at the close of business on such record
date.

     7. CONVERSION.

          Conversion Based on Closing Sale Price of Common Stock. At any time
prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, Holders may surrender
Securities in integral multiples of $1,000 principal amount for conversion into,
at the Company's election, cash, ADSs or a combination thereof, on any Business
Day of a calendar quarter after the calendar quarter ending June 30, 2008, if
the Closing Sale Price for each of twenty (20) or more Trading Days in a period
of thirty (30) consecutive Trading Days ending on the last Trading Day of the
immediately preceding calendar quarter exceeds one hundred percent (100%) of the
Conversion Price of the Securities in effect on the last Trading Day of the
immediately preceding calendar quarter. Solely for purposes of determining
whether the Securities shall have become convertible pursuant to this paragraph,
the Board of Directors shall, in its good faith determination, which shall be
described in a Board Resolution, make appropriate adjustments to the Closing
Sale Prices and/or such Conversion Price used to determine whether the
Securities shall have become convertible pursuant to this paragraph to account
for any adjustments to the Conversion Rate which shall have become effective, or
any event requiring an adjustment to the Conversion Rate where the Ex Date of
such event occurs, during the period of thirty (30) consecutive Trading Days
ending on the last Trading Day of the immediately preceding calendar quarter.

          Conversion Upon Satisfaction of Trading Price Condition. At any time
prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, Holders may surrender
Securities in integral multiples

                                     A-1-5
<PAGE>

of $1,000 principal amount for conversion into, at the Company's election, cash,
ADSs or a combination thereof, during the five (5) consecutive Business Days
immediately after any five (5) consecutive Trading Day period (such five (5)
consecutive Trading Day period, the "NOTE MEASUREMENT PERIOD") in which the
average Trading Price per $1,000 principal amount of the Securities was equal to
or less than ninety-seven percent (97%) of the average Conversion Value (as
defined below) during the Note Measurement Period (such condition, the "TRADING
PRICE CONDITION"). The Bid Solicitation Agent shall not have any obligation to
determine the Trading Price unless the Company has requested such determination
in writing, and the Company shall have no obligation to make such request unless
a Holder provides the Company with reasonable evidence that the Trading Price
per $1,000 principal amount of the Securities would be equal to or less than
ninety-seven percent (97%) of the product of the Closing Sale Price and the
Conversion Rate. Upon receipt of such evidence, the Company shall instruct the
Bid Solicitation Agent in writing to determine the Trading Price per $1,000
principal amount of the Securities for each of the five (5) successive Trading
Days immediately after the Company receives such evidence and on each Trading
Day thereafter until the first Trading Day on which the Trading Price Condition
is no longer satisfied. For purposes of this paragraph, the "CONVERSION VALUE"
per $1,000 principal amount of Securities, on a given Trading Day, means the
product of the Closing Sale Price on such Trading Day and the Conversion Rate in
effect on such Trading Day.

          Conversion Upon Certain Distributions. At any time prior to the third
Business Day immediately preceding the Maturity Date and subject to earlier
Repurchase Upon Fundamental Change, if the Company takes any action, or becomes
aware of any event, that would require an adjustment to the Conversion Rate
pursuant to SECTIONS 10.05(h), 10.05(c), I0.05(d) or 10.05(e) of the Indenture,
the Securities may be surrendered for conversion in integral multiples of $1,000
principal amount into, at the Company's election, cash, ADSs or a combination
thereof beginning on the date the Company mails the notice to the Holders as
provided in SECTION 10.10 of the Indenture (or, if earlier, the date the Company
is required to mail such notice) and at any time thereafter until the close of
business on the Business Day immediately preceding the Ex Date of the applicable
transaction or until the Company announces that such transaction will not take
place.

          Conversion Upon Occurrence of Certain Corporate Transactions. At any
time prior to the third Business Day immediately preceding the Maturity Date and
subject to earlier Repurchase Upon Fundamental Change, if either:

     (i) a Fundamental Change occurs; or

     (ii) the Company is a party to a consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement pursuant to
which the Ordinary Shares (including Ordinary Shares represented by the ADSs)
would be converted into or exchanged for, or would constitute solely the right
to receive, cash, securities or other property,

then, in each case, the Securities may be surrendered for conversion into cash
and, if applicable, shares of Common Stock at any time during the period that
begins on, and includes, the date that is thirty (30) scheduled trading days
prior to the date originally announced by the Company as the anticipated
effective date of such Fundamental Change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement (which
anticipated

                                      A-1-6
<PAGE>

effective date the Company shall disclose, in good faith, in the written notice,
public announcement and publication referred to in SECTION 10.01(C) of the
Indenture) and ends on, and includes, the date that is thirty (30) business days
after the actual effective date of such Fundamental Change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement; provided, however, that if such Fundamental Change, consolidation,
merger, binding share exchange, reconstruction, amalgamation or other similar
arrangement shall also constitute a Make-Whole Fundamental Change, then the
Securities may also be surrendered for conversion into, at the Company's
election, cash, ADSs or a combination thereof at any time during the Make-Whole
Conversion Period applicable to such Make-Whole Fundamental Change.

          Conversion During Three Months Prior to Maturity. Subject to earlier
Repurchase Upon Fundamental Change, the Securities may be surrendered for
conversion into, at the Company's election, cash, ADSs or a combination thereof
at any time during the period from, and including, December 15, 2012 to, and
including, the third Business Day proceeding the Maturity Date.

          To convert a Security, a Holder must (1) complete and sign a notice in
substantially the form set forth in EXHIBIT A to the Indenture which Holders
must complete, execute and deliver to the Conversion Agent, with a copy to the
Company and The Bank of New York, as the depositary under the Deposit Agreement,
dated as of December 13, 2005, among the Company, The Bank of New York, and the
holders and beneficial owners from time to time of the ADSs issued thereunder,
as supplemented by the letter agreement dated as of March 17, 2008 between the
Company and The Bank of New York, in connection with any conversion of
Securities (the "CONVERSION NOTICE"), with appropriate signature guarantee, on
the back of the Security, (2) surrender the Security to a Conversion Agent, (3)
furnish appropriate endorsements and transfer documents if required by the
Registrar or Conversion Agent, (4) pay the amount of interest, if any, the
Holder must pay in accordance with the Indenture and (5) pay any tax or duty if
required pursuant to the Indenture. A Holder may convert a portion of a Security
if the portion is $1,000 principal amount or an integral multiple of $1,000
principal amount.

          Upon conversion of a Security, the Holder thereof shall be entitled to
receive, at the Company's election, the cash, ADSs or a combination thereof
payable upon conversion in accordance with ARTICLE X of the Indenture.

          The initial Conversion Rate is 24.3153 ADSs per $1,000 principal
amount of Securities (which results in an effective initial Conversion Price of
approximately $41.13 per ADS) subject to adjustment in the event of certain
circumstances as specified in the Indenture. The Company will deliver cash in
lieu of any fractional share. On conversion, no payment or adjustment for any
unpaid and accrued interest or additional interest on the Securities will be
made. If a Holder surrenders a Security for conversion after the close of
business on the record date for the payment of an installment of interest and
prior to the related interest payment date, such Security, when surrendered for
conversion, must be accompanied by payment of an amount equal to the interest
thereon which the registered Holder at the close of business on such record date
is to receive (other than overdue interest, if any, that has accrued on such
Security).

                                     A-1-7
<PAGE>

          The Conversion Rate applicable to each Security that is surrendered
for conversion, in accordance with the Securities and ARTICLE X of the
Indenture, at any time during the Make-Whole Conversion Period with respect to a
Make-Whole Fundamental Change shall be increased to an amount equal to the
Conversion Rate that would, but for SECTION 10.14 of the Indenture, otherwise
apply to such Security pursuant to ARTICLE X of the Indenture, plus an amount
equal to the Make-Whole Applicable Increase; provided, however, that such
increase to the Conversion Rate shall not apply if such Make-Whole Fundamental
Change is announced by the Company but shall not be consummated.

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of $1,000 principal amount and integral
multiples of $1,000 principal amount. The transfer of the Securities may be
registered and the Securities may be exchanged as provided in the Indenture. The
Securities Agent may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents. No service charge shall be made
for any such registration of transfer or exchange, but the Company and the
Securities Agent may require payment of a sum sufficient to cover any tax or
similar governmental charge that may be imposed in connection with certain
transfers or exchanges. The Company or the Securities Agent, as the case may be,
shall not be required to register the transfer of or exchange any Security for
which a Purchase Notice has been delivered, and not withdrawn, in accordance
with the Indenture, except the unrepurchased portion of the Securities being
repurchased in part.

     9. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

     10. MERGER OR CONSOLIDATION. Except as provided in the Indenture, the
Company shall not consolidate or amalgamate with, or merge with or into, or
reconstruct or enter into similar arrangements with, or sell, transfer, lease,
convey or otherwise dispose of all or substantially all of the property or
assets of the Company to, another person, whether in a single transaction or
series of related transactions, unless, among other things, (i) such other
person is a corporation organized and existing under the laws of the Cayman
Islands, the British Virgin Islands, Bermuda, Hong Kong, the United States, any
State of the United States or the District of Columbia; (ii) such person assumes
by supplemental indenture all the obligations of the Company under the
Securities and the Indenture; and (iii) immediately after giving effect to the
transaction, no Default or Event of Default shall exist.

     11. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and certain existing Defaults or Events of Default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. In accordance with the terms of the
Indenture, the Company may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder: (i) to comply with
SECTIONS 5.01 and 10.11 of the Indenture; (ii) to provide for the issuance of
additional Securities pursuant to any exercise by the Initial Purchasers of
their option to cover over-allotments, if any; (iii) to make any changes or
modifications to the Indenture necessary in connection with the registration of
the public offer and sale of the Securities under the Securities Act pursuant to
the Registration

                                     A-1-8
<PAGE>

Rights Agreement or the qualification of the Indenture under the TIA; (iv) to
evidence and provide the acceptance of the appointment of a successor Trustee
under the Indenture; (v) to secure the obligations of the Company in respect of
the Securities; (vi) to add to the covenants of the Company described in the
Indenture for the benefit of Securityholders or to surrender any right or power
conferred upon the Company; (vii) to make provisions with respect to adjustments
to the Conversion Rate as required by the Indenture or to increase the
Conversion Rate in accordance with the Indenture; and (viii) to make any changes
of a formal minor or technical nature or necessary to correct a manifest error
or comply with mandatory provisions of applicable law as evidence by an Opinion
of Counsel as long as such change does not adversely affect the rights of the
Holders of the Securities in any material respect. In addition, the Company, the
Trustee and the Securities Agent may enter into a supplemental indenture without
the consent of Holders of the Securities to cure any ambiguity, defect, omission
or inconsistency in the Indenture in a manner that does not, individually or in
the aggregate with all other modifications made or to be made to the Indenture,
adversely affect the rights of any Holder in any material respect.

     12. DEFAULTS AND REMEDIES.

          If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(viii) or (ix) of the Indenture with respect to the Company (but
including an Event of Default specified in SECTION 6.01(viii) or (ix) of the
Indenture solely with respect to a Significant Subsidiary of the Company or any
group of Subsidiaries that in the aggregate would constitute a Significant
Subsidiary of the Company)) occurs and is continuing, the Trustee by notice to
the Company or the Holders of at least twenty five percent (25%) in principal
amount of the Securities then outstanding by notice to the Company and the
Trustee may declare the Securities to be due and payable. Upon such declaration,
the principal of, and any premium and accrued and unpaid interest (including any
additional interest) on, all Securities shall be due and payable immediately. If
an Event of Default specified in SECTION 6.01(viii) or (ix) of the Indenture
with respect to the Company (excluding, for purposes of this sentence, an Event
of Default specified in SECTION 6.01(viii) or (ix) of the Indenture solely with
respect to a Significant Subsidiary of the Company or any group of Subsidiaries
that in the aggregate would constitute a Significant Subsidiary of the Company)
occurs, the principal of, and premium and accrued and unpaid interest (including
any additional interest) on, all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in aggregate principal
amount of the Securities then outstanding by written notice to the Trustee may
rescind or annul an acceleration and its consequences if (A) the rescission
would not conflict with any order or decree, (B) all existing Events of Default,
except the nonpayment of principal, premium or interest (including additional
interest) that has become due solely because of the acceleration, have been
cured or waived and (C) all amounts due to the Trustee and the Securities Agent
under SECTION 7.07 of the Indenture have been paid.

     Notwithstanding the foregoing, if the Company so selects, the sole remedy
of Holders for an Event of Default relating to any obligation the Company may
have or is deemed to have pursuant to TIA Section 314(a)(1) relating to the
failure of the Company to file any document or report that the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act or of the covenant in SECTION 4.03 of the Indenture shall for the first
ninety (90)

                                     A-1-9
<PAGE>

days after the occurrence of such Event of Default consist exclusively of the
right to receive additional interest on the Securities at an annual rate equal
to 0.25% of the principal amount of the Securities. Any such additional interest
shall be payable in the same manner and on the same dates as the stated interest
payable on the Securities. The additional interest shall accrue on all
outstanding Securities from and including the date on which an Event of Default
relating to a failure to comply with the reporting obligations in this Indenture
first occurs to but not including the ninetieth (90th) day thereafter (or such
earlier date on which such Event of Default shall have been cured or waived). On
such ninetieth (90th) day (or earlier, if such Event of Default is cured or
waived prior to such ninetieth (90th) day), such additional interest shall cease
to accrue and the Securities shall be subject to acceleration as provided in the
preceding paragraph if such Event of Default is continuing. For the avoidance of
doubt, the additional interest shall not begin to accrue until the Company fails
to perform the covenant in SECTION 4.03 of the Indenture for a period of sixty
(60) days after notice of such failure to the Company by the Trustee or to the
trustee and the Company by Holders of at least twenty-five percent (25%) in
aggregate principal amount of the Securities then outstanding in accordance with
this Indenture.

     Notwithstanding the preceding paragraph, if an event of default under any
other series of debt securities of the Company occurs as a result of the failure
of the Company to file any such document or report and such event of default
results in the principal amount of such other debt securities becoming due and
payable, then the Extension Right shall no longer apply and the Securities shall
be subject to acceleration as provided in the first paragraph of Section 6.02 of
the Indenture.

          Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or the Indenture, is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity satisfactory to it;
provided, that the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

          If a Default or Event of Default occurs and is continuing as to which
the Trustee has received written notice pursuant to the provisions of the
Indenture, or as to which a Responsible Officer of the Trustee shall have actual
knowledge, the Trustee shall mail to each Holder a notice of the Default or
Event of Default within thirty (30) days after it occurs unless such Default or
Event of Default has been cured or waived. Except in the case of a Default or
Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold the notice if, and so long as it in good faith determines
that, withholding the notice is in the best interests of Holders. The Company
must deliver to the Trustee and the Securities Agent an annual compliance
certificate.

          The Company will pay interest on any overdue installments of interest
at the rate per annum of 2.0%.

     13. REGISTRATION RIGHTS. The Holders are entitled to registration rights as
set forth in the Registration Rights Agreement. The Holders shall be entitled to
receive additional interest in certain circumstances, all as set forth in the
Registration Rights Agreement.

                                     A-1-10
<PAGE>

     14. TRUSTEE'S AND SECURITIES AGENT'S DEALINGS WITH THE COMPANY. Each of the
Trustee and the Securities Agent, and each banking institution, if any, serving
as successor Trustee or Securities Agent thereunder, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for, the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not Trustee or Securities Agent, as applicable,
and to the extent permitted by the TIA.

     15. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or shareholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Security.

     16. AUTHENTICATION. This Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent in accordance
with the Indenture.

     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

     THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                        SUNTECH POWER HOLDINGS CO., LTD.
                           17-6 Changjiang South Road
                               New District, Wuxi
                            Jiangsu Province 214028
                           People's Republic of China

                                     A-1-11
<PAGE>


                              [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

---------------------------------


--------------------------------------------------------------------------------
(please print or type name and address)


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
the within Security and all rights thereunder, and hereby irrevocably constitute
and appoint


--------------------------------------------------------------------------------
Attorney to transfer the Security on the books of the Company with full power of
substitution in the premises

Dated:
      ----------------------     -----------------------------------------------

                                 NOTICE: The signature on this assignment
                                 must correspond with the name as it appears
                                 upon the face of the within Security in every
                                 particular without alteration or enlargement
                                 or any change whatsoever and be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program
                                 or in such other guarantee program acceptable
                                 to the Registrar.

Signature Guarantee:
                    ------------------------------------------------------------

                                     A-1-12
<PAGE>
In connection with any transfer of this Security occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, covering resales of this Security (which effectiveness shall not have
been suspended or terminated at the date of the transfer) and (ii) the Resale
Restriction Termination Date, the undersigned confirms that it is making, and it
has not utilized any general solicitation or general advertising in connection
with, the transfer:

                                  [Check One]



(1)         to the Company or any Subsidiary thereof, or
     -----

(2)         pursuant to, and in compliance with, the exemption from registration
     -----  provided by Rule 144A under the Securities Act of 1933, as amended,
            or
(3)         pursuant to, and in compliance with, the exemption from registration
     -----  provided by Rule 144 under the Securities Act of 1933, as amended,
            or
(4)         pursuant to, and in compliance with, an exemption from registration
     -----  under the Securities Act of 1933, as amended, other than Rule 144A
            or Rule 144, or
(5)         pursuant to an effective registration statement under the Securities
     -----  Act of 1933, as amended,

and, unless the box below is checked, the undersigned confirms that this
Security is not being transferred to an "affiliate" of the Company (an
"Affiliate") as defined in Rule 144 under the Securities Act of 1933, as
amended:

          The transferee is an Affiliate of the Company. (If the Security is
transferred to an Affiliate, the restrictive legend must remain on the Security
for at least two (2) years following the date of the transfer.)

Unless one of the items (1) through (5) is checked, the Registrar will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item
(3) or (4) is checked, the Company or the Registrar may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications and other information as the Registrar or
the Company have reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended. If item (2)
is checked, the purchaser must complete the certification below.

If none of the foregoing items are checked, the Registrar shall not be obligated
to register this Security in the name of any person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture shall have been satisfied.


Dated:                           Signed:
      ----------------------     -----------------------------------------------
                                 (Sign exactly as name appears on the other side
                                 of this Security)
Signature Guarantee:
                    ------------------------------------------------------------

                                     A-1-13
<PAGE>

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A and acknowledges that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      ----------------------     -----------------------------------------------
                                 NOTICE: To be executed by an executive officer

                                     A-1-14
<PAGE>


                               CONVERSION NOTICE

To convert this Security in accordance with the Indenture, check the box: [ ]


To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):


                               $
                                ------------------

If you want the certificate representing the ADSs, if any, issuable upon
conversion made out in another person's name, fill in the form below:


--------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)

The undersigned hereby certifies that it (or if it is acting for the account of
one or more persons, that each such person):

is not, and has not been, during the three months immediately preceding the date
hereof, an affiliate of the Company (within the meaning of Rule 144 under the
Securities Act of 1933, as amended): [ ]

is, or was at a time during the three months immediately preceding the date
hereof, an affiliate of the Company (within the meaning of Rule 144 under the
Securities Act of 1933, as amended): [ ]


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)

--------------------------------------------------------------------------------


<TABLE>
<S>                              <C>
Date:                            Signature(s):
     -----------------------                  ----------------------------------

                                 -----------------------------------------------
                                 (Sign exactly as your name(s) appear(s) on the
                                 other side of this Security)

Signature(s) guaranteed by:
                                 -----------------------------------------------
                                 (All signatures must be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program or
                                 in such other guarantee program acceptable to
                                 the Securities Agent.)
</TABLE>

                                     A-1-15
<PAGE>


                                PURCHASE NOTICE

Certificate No. of Security:
                            ----------

          If you want to elect to have only part of this Security repurchased by
the Company pursuant to SECTIONS 3.02 of the Indenture, state the principal
amount to be so purchased by the Company:

                    $
                     --------------------------------------
                      (in an integral multiple of $1,000)


<Table>
<S>                              <C>
Date:                            Signature(s):
     ----------------------                   ----------------------------------

                                 -----------------------------------------------
                                 (Sign exactly as your name(s) appear(s) on the
                                 other side of this Security)


Signature(s) guaranteed by:
                                 -----------------------------------------------
                                 (All signatures must be guaranteed by a
                                 guarantor institution participating in the
                                 Securities Transfer Agents Medallion Program or
                                 in such other guarantee program acceptable to
                                 the Securities Agent.)
</Table>

                                     A-1-16
<PAGE>


                                   SCHEDULE A

           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL Security(1)

          The following exchanges of a part of this Global Security for an
interest in another Global Security or for Securities in certificated form, have
been made:


<Table>
<S>                  <C>                       <C>                     <C>                     <C>
                                                                       Principal amount of
                     Amount of decrease in     Amount of Increase          this Global             Signature or
                      Principal amount of      in Principal amount     Security following      authorized signatory
                          this Global            of this Global          such decrease         of Securities Agent
Date of Exchange           Security                 Security              or increase           or Note Custodian
</Table>

---------

(1) This included in Global Securities only.

                                     A-1-17
<PAGE>

                                                                     EXHIBIT B-1

                        FORM OF PRIVATE PLACEMENT LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

     (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A
"QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT, AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN PRIOR
TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY:

     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
THE SECURITIES ACT, OR

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, OR

     (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE,
A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM
THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY
TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THE NOTE ARE
SUBJECT TO THE DEPOSIT AGREEMENT (AS SUPPLEMENTED) DATED DECEMBER 13, 2005
BETWEEN THE COMPANY AND THE BANK OF NEW YORK, AS DEPOSITARY. IN CERTAIN
CIRCUMSTANCES, THE AMERICAN DEPOSITARY SHARES ISSUABLE UPON CONVERSION OF THE
NOTE WILL BE ISSUED AND DELIVERED IN THE FORM OF RESTRICTED AMERICAN DEPOSITARY
SHARES AND WILL BE SUBJECT TO TRANSFER RESTRICTIONS AS AGREED TO BETWEEN THE
DEPOSITARY AND THE COMPANY.

     THIS SECURITY SHALL BE ENTITLED TO THE BENEFITS OF THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT, DATED MARCH 17, 2008, AMONG SUNTECH POWER
HOLDINGS CO., LTD., GOLDMAN SACHS (ASIA) L.L.C., ABN AMRO Bank N.V., HONG KONG
BRANCH AND UBS SECURITIES LLC.

                                      B-1-1
<PAGE>
                                                                     EXHIBIT B-2

                     FORM OF LEGEND FOR GLOBAL SECURITY

     Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the
case of a Restricted Security) in substantially the following form:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
     INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
     DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
     THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
     NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN
     THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
     OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
     THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
     DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
     BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
     ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
     EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
     NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
     CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
     VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
     REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
     IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
     THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
     GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
     THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

                                   B-2-1
<PAGE>

                                                                       EXHIBIT C

          Form of Notice of Transfer Pursuant to Registration Statement

Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China
Attention: Chief Financial Officer


Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Capital Markets/Suntech

     Re:  Suntech Power Holdings Co., Ltd. (the "COMPANY")
          3.00% Convertible Senior Notes due 2013 (the "SECURITIES")

Ladies and Gentlemen:

     Please be advised that            has transferred $
aggregate principal amount of the Securities and            American depositary
shares, each representing one Ordinary Share, $0.01 par value per share, of the
Company issued on conversion of the Securities ("ADSS") pursuant to an effective
Shelf Registration Statement on Form F-3 (File No. 333-            ).

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933 as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or ADSs is named as a "Selling Security Holder" in the Prospectus
dated             , or in amendments or supplements thereto, and that the
aggregate principal amount of the Securities and the number of shares of ADSs
transferred are [a portion of] the Securities and ADSs listed in such
Prospectus, as amended or supplemented, opposite such owner's name.



                                                        Very truly yours,


                                                        ------------------------
                                                                (Name)

                                       C-1
<PAGE>

                                                                       EXHIBIT D

    Form of Opinion of Counsel in Connection with Registration of Securities


Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Capital Markets/Suntech

     Re:  Suntech Power Holdings Co., Ltd. (the "COMPANY")
          3.00% Convertible Senior Notes due 2013 (the "SECURITIES")

Ladies and Gentlemen:

     Reference is made to the Securities issued pursuant to a certain Indenture
dated as of March 17, 2008 by and among the Company and Wilmington Trust
Company, as trustee (the "TRUSTEE") and securities agent (the "SECURITIES
AGENT"). The Company issued $575,000,000 principal amount of the Securities on
March 17, 2008 in transactions exempt from registration under the Securities Act
of 1933, as amended (the "SECURITIES ACT"). The Company has filed with the
Securities and Exchange Commission (the "SEC") [a] [Amendment No. [   ] to the]
Registration Statement on Form F-3 (File No. 333-     ) (the "REGISTRATION
STATEMENT") relating to the registration under the Securities Act of $
principal amount of the Securities and Ordinary Shares of the Company, par value
$0.01 per share, (the "ORDINARY SHARES") represented by the American depositary
share (the "ADSS") issuable upon conversion of the Securities being registered.
The Registration Statement was declared effective by order of the SEC dated
          .

     We have acted as counsel for the Company in connection with the issuance of
the Securities and the preparation and filing of the Registration Statement and
are familiar with the Securities, the Indenture, the Registration Statement, the
above-mentioned SEC order and such other documents as are necessary to render
this opinion.

     Based on the foregoing, it is our opinion that (1) the Registration
Statement has become effective under the Securities Act and, to our knowledge,
no stop order suspending the effectiveness of the Registration Statement has
been issued, (2) assuming that the Securities covered by the Registration
Statement and the ADSs issuable upon conversion of such Securities are sold by a
relevant Holder specified in the Registration Statement in a manner specified in
the Registration Statement, such sale of the Securities and the Ordinary Shares
represented by the ADSs issuable upon conversion of the Securities will have
been duly registered under the Securities Act and (3) the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended.

Yours truly,

                                      C-2