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                                                                        EXECUTED

                                                                     EXHIBIT 4.5





                        SUNTECH POWER HOLDINGS CO., LTD.

                          REGISTRATION RIGHTS AGREEMENT





                                 March 17, 2008

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                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of March 17, 2008, by and among Suntech Power Holdings Co.,
Ltd., an exempted company with limited liability under the laws of the Cayman
Islands (the "Company") and Goldman Sachs (Asia) L.L.C., ABN AMRO Bank N.V.,
Hong Kong Branch ("ABN AMRO") and UBS Securities LLC (collectively, the "Initial
Purchasers") pursuant to the Purchase Agreement, dated March 11, 2008 (the
"Purchase Agreement"), among the Company and the Initial Purchasers.

          In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a condition
to the closing under the Purchase Agreement. The terms "herein," "hereof,"
"hereto," "hereinafter" and similar terms, as used in this Agreement, shall in
each case refer to this Agreement as a whole and not to any particular section,
paragraph, sentence or other subdivision of this Agreement.

          The Company agrees with the Initial Purchasers (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Covered Securities
(as defined herein) (each of the foregoing a "Holder" and, together, the
"Holders"), as follows:

     1. Definitions. Capitalized terms used herein without definition shall have
the respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

          (a) "Additional Filing Deadline Date" has the meaning set forth in
     Section 2(e) hereof.

          (b) "additional interest" has the meaning set forth in Section 2(e)
     hereof.

          (c) "Additional Interest Accrual Period" has the meaning set forth in
     Section 2(e) hereof.

          (d) "Additional Interest Amount" has the meaning set forth in Section
     2(e) hereof.

          (e) "Additional Interest Payment Date" means March 15 and September 15
     of each year.

          (f) "ADSs" means American depositary shares of the Company, each
     representing one Ordinary Share.

          (g) "Affiliate" means, with respect to any specified person, an
     "affiliate," as defined in Rule 144, of such person.

          (h) "Amendment Effectiveness Deadline Date" has the meaning set forth
     in Section 2(d) hereof.

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          (i) "Automatic Shelf Registration Statement" has the meaning ascribed
     to it in Rule 405.

          (j) "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.

          (k) "Claim" has the meaning set forth in Section 9(o) hereof.

          (l) "Conversion Rate" has the meaning ascribed to it in the Indenture.

          (m) "Covered Security" has the meaning set forth in Section 1(rr)
     hereof.

          (n) "Depositary" shall mean The Bank of New York or any other
     depositary appointed by the Company, provided, however, that such
     depositary must have an address in the Borough of Manhattan, in the City of
     New York.

          (o) "Designated Counsel" means one (1) counsel, if any, for the
     Holders in connection with the Shelf Registration Statement, which
     Designated Counsel shall be designated in writing to the Company by Holders
     of a majority of the Registrable Securities.

          (p) "Effectiveness Deadline Date" has the meaning set forth in Section
     2(a) hereof.

          (q) "Effectiveness Period" means a period that terminates when there
     are no Registrable Securities outstanding.

          (r) "Event" has the meaning set forth in Section 2(e) hereof.

          (s) "Event Date" has the meaning set forth in Section 2(e) hereof.

          (t) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the SEC promulgated thereunder.

          (u) "Form F-1" means Form F-1 under the Securities Act.

          (v) "Form F-3" means Form F-3 under the Securities Act.

          (w) "Holder" has the meaning set forth in the preamble hereto.

          (x) "Holder Information" has the meaning set forth in Section 6(b)
     hereof.

          (y) "Indemnified Party" has the meaning set forth in Section 6(c)
     hereof.

          (z) "Indemnifying Party" has the meaning set forth in Section 6(c)
     hereof.

          (aa) "Indenture" means the Indenture, dated as of March 17, 2008,
     between the Company and the Trustee, pursuant to which the Notes are being
     issued.

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          (bb) "Initial Purchasers" has the meaning set forth in the preamble
     hereto.

          (cc) "Initial Shelf Registration Statement" has the meaning set forth
     in Section 2(a) hereof.

          (dd) "Issue Date" means March 17, 2008.

          (ee) "Issuer Free Writing Prospectus" shall have the meaning set forth
     in Section 2(g) herein.

          (ff) "judgment currency" has the meaning set forth in Section 9(p)
     hereof.

          (gg) "Material Event" has the meaning set forth in Section 3(j)
     hereof.

          (hh) "Notes" means the 3.00% Convertible Senior Notes due 2013 of the
     Company to be purchased pursuant to the Purchase Agreement.

          (ii) "Notice and Questionnaire" means a written notice and
     questionnaire delivered to the Company and containing substantially the
     information called for by the Selling Securityholder Notice and
     Questionnaire attached as Annex A to the Offering Memorandum of the
     Company, dated March 11, 2008, relating to the Notes.

          (jj) "Notice Holder" means, on a given date, any Holder that has
     delivered a Notice and Questionnaire to the Company on or prior to such
     date, provided not all of such Holder's Registrable Securities that have
     been registered for resale pursuant to a Notice and Questionnaire have been
     sold in accordance with a Shelf Registration Statement.

          (kk) "Option Purchase Date" has the meaning ascribed to it in the
     Indenture.

          (ll) "Ordinary Shares" means the ordinary shares, $0.01 par value per
     share, of the Company, including the Underlying Ordinary Shares, or such
     other shares or equity interests in the Company's share capital into which
     such ordinary shares is reclassified or changed.

          (mm) "Proceeding" has the meaning set forth in Section 6(c) hereof.

          (nn) "Prospectus" means each prospectus included in any Shelf
     Registration Statement (including, without limitation, a prospectus that
     discloses information previously omitted from a prospectus filed as part of
     an effective registration statement in reliance upon Rule 415 under the
     Securities Act), and each amendment or prospectus supplement relating
     thereto, including post-effective amendments, and all materials
     incorporated by reference or deemed to be incorporated by reference in the
     foregoing.

          (oo) "Purchase Agreement" has the meaning set forth in the preamble
     hereof.

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          (pp) "Record Date" means, (i) March 1, with respect to an Additional
     Interest Payment Date that occurs on March 15 and (ii) September 1, with
     respect to an Additional Interest Payment Date that occurs on September 15.

          (qq) "Record Holder" means, with respect to an Additional Interest
     Payment Date relating to a Registrable Security for which any Additional
     Interest Amount has accrued, a Notice Holder that was the holder of record
     of such Registrable Security at the close of business on the Record Date
     relating to such Additional Interest Payment Date.

          (rr) "Registrable Securities" means (a) the Notes, until such Notes
     have been converted, (b) at all times, the Underlying Ordinary Shares and
     any security issued with respect thereto upon any share dividend, split or
     similar event, (c) at all times, any Underlying ADSs issued upon conversion
     of the Notes if such issuance is not made pursuant to an effective
     registration statement on Form F-6, and (d) at all times, any securities
     (other than the Company's ADSs or Ordinary Shares) which the Notes become
     convertible into in accordance with the terms of the Indenture (each of the
     foregoing, a "Covered Security") until, in the case of any such security,
     the earliest of:

               (i) the date on which such security has been effectively
          registered under the Securities Act and disposed of in accordance with
          the Registration Statement relating thereto (including, in the case of
          Underlying Ordinary Shares, the disposal thereof in the form of ADSs
          issued pursuant to an effective registration statement on Form F-6);

               (ii) the first anniversary of the Issue Date; or

               (iii) the date on which such security has been publicly sold
          pursuant to Rule 144 or any successor provision thereto (including, in
          the case of Underlying Ordinary Shares, the sale thereof in the form
          of ADSs issued pursuant to an effective registration statement on Form
          F-6).

          (ss) "Registration Expenses" has the meaning set forth in Section 5
     hereof.

          (tt) "Registration Statement" means each registration statement,
     including each Shelf Registration Statement, under the Securities Act, of
     the Company that covers any of the Registrable Securities pursuant to this
     Agreement, including any information deemed to be part of and included in
     such registration statement pursuant to the rules of the SEC and all
     amendments and supplements to such registration statement and including all
     post-effective amendments to, all exhibits of, and all materials
     incorporated by reference or deemed to be incorporated by reference in,
     such registration statement, amendment or supplement.

          (uu) "Repurchase Date" has the meaning ascribed to it in the
     Indenture.

          (vv) "Repurchase Upon Repurchase Event" has the meaning ascribed to it
     in the Indenture.

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          (ww) "Rule 144" means Rule 144 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (xx) "Rule 144A" means Rule 144A under the Securities Act, as such
     Rule may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (yy) "Rule 405" means Rule 405 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (zz) "Rule 415" means Rule 415 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (aaa) "Rule 424" means Rule 424 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (bbb) "Rule 430B" means Rule 430B under the Securities Act, as such
     Rule may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (ccc) "Rule 456" means Rule 456 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (ddd) "Rule 457" means Rule 457 under the Securities Act, as such Rule
     may be amended from time to time, or any similar rule or regulation
     hereafter adopted by the SEC.

          (eee) "SEC" means the Securities and Exchange Commission.

          (fff) "Securities Act" means the Securities Act of 1933, as amended,
     and the rules and regulations promulgated by the SEC thereunder.

          (ggg) "Shelf Registration Statement" means the Initial Shelf
     Registration Statement and any Subsequent Shelf Registration Statement.

          (hhh) "Subsequent Shelf Registration Statement" has the meaning set
     forth in Section 2(b) hereof.

          (iii) "Subsequent Shelf Registration Statement Effectiveness Deadline
     Date" has the meaning set forth in Section 2(d) hereof.

          (jjj) "Suspension Notice" has the meaning set forth in Section 3(j)
     hereof.

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          (kkk) "Suspension Period" has the meaning set forth in Section 3(j)
     hereof.

          (lll) "TIA" means the Trust Indenture Act of 1939, as amended.

          (mmm) "Trustee" means Wilmington Trust Company, the trustee under the
     Indenture.

          (nnn) "Underlying ADSs" means the ADSs issuable upon conversion of the
     Notes.

          (ooo) "Underlying Ordinary Shares" means the Ordinary Shares
     represented by the Underlying ADSs.


     2. Shelf Registration.

          (a) The Company shall prepare and file, or cause to be prepared and
     filed, with the SEC, a Registration Statement (the "Initial Shelf
     Registration Statement") for an offering to be made on a delayed or
     continuous basis pursuant to Rule 415 registering the resale from time to
     time by Holders thereof of all of the Registrable Securities (or, if
     registration of Registrable Securities not held by Notice Holders is not
     permitted by the rules and regulations of the SEC, then registering the
     resale from time to time by Notice Holders of their Registrable
     Securities). The Initial Shelf Registration Statement shall provide for the
     registration of such Registrable Securities for resale by such Holders in
     accordance with the reasonable methods of distribution indicated in their
     Notice and Questionnaires (provided, however, that in no event will such
     methods of distribution take the form of an underwritten offering of
     Registrable Securities without the Company's prior written consent, which
     the Company may withhold in its sole discretion). In no event shall the
     Initial Shelf Registration Statement be filed with the SEC prior to
     completion of the offering of the Notes contemplated by the Purchase
     Agreement. The Company shall use its reasonable best efforts to (i) cause
     the Initial Shelf Registration Statement to become effective under the
     Securities Act by the date (the "Effectiveness Deadline Date") that is one
     hundred and eighty (180) days after the Issue Date and (ii) keep the
     Initial Shelf Registration Statement (and any Subsequent Shelf Registration
     Statement) continuously effective under the Securities Act until the
     expiration of the Effectiveness Period (except to the extent permitted
     under Section 3(j)). At the time the Initial Shelf Registration Statement
     becomes effective under the Securities Act, each Holder that became a
     Notice Holder on or before the fifth (5th) Business Day before the date of
     such effectiveness shall be named as a selling securityholder in the
     Initial Shelf Registration Statement and the related Prospectus in such a
     manner as to permit such Notice Holder to deliver such Prospectus to
     purchasers of Registrable Securities in accordance with the Securities Act,
     assuming the accuracy of the information in such Notice Holder's Notice and
     Questionnaire.

          (b) If, for any reason, at any time during the Effectiveness Period
     any Shelf Registration Statement ceases to be effective under the
     Securities Act, or ceases to be usable for the purposes contemplated
     hereunder, in each case except to the extent

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     permitted under Section 3(j), the Company shall use its reasonable best
     efforts to promptly cause such Shelf Registration Statement to become
     effective under the Securities Act (including obtaining the prompt
     withdrawal of any order suspending the effectiveness of such Shelf
     Registration Statement) or promptly cause such Shelf Registration Statement
     to be useable for purposes contemplated hereunder, and in any event shall,
     within thirty (30) days, (i) amend such Shelf Registration Statement in a
     manner reasonably expected to cause the same to become usable for the
     purposes contemplated hereunder or obtain the withdrawal of any order
     suspending the effectiveness of such Shelf Registration Statement, as
     applicable, or (ii) file an additional Registration Statement (a
     "Subsequent Shelf Registration Statement") for an offering to be made on a
     delayed or continuous basis pursuant to Rule 415 registering the resale
     from time to time by Holders thereof of all securities that are Registrable
     Securities as of the time of such filing (or, if registration of
     Registrable Securities not held by Notice Holders is not permitted by the
     rules and regulations of the SEC, then registering the resale from time to
     time by Notice Holders of their securities that are Registrable Securities
     as of the time of such filing). If a Subsequent Shelf Registration
     Statement is filed, the Company shall use its reasonable best efforts to
     (A) cause such Subsequent Shelf Registration Statement to become effective
     under the Securities Act as promptly as practicable after such filing, but
     in no event later than the Subsequent Shelf Registration Statement
     Effectiveness Deadline Date and (B) keep such Subsequent Shelf Registration
     Statement (or another Subsequent Shelf Registration Statement) continuously
     effective until the end of the Effectiveness Period (except to the extent
     permitted under Section 3(j)). Each such Subsequent Shelf Registration
     Statement, if any, shall provide for the registration of such Registrable
     Securities for resale by such Holders in accordance with the reasonable
     methods of distribution indicated in their Notice and Questionnaires
     (provided, however, that in no event will such methods of distribution take
     the form of an underwritten offering of Registrable Securities without the
     Company's prior written consent, which the Company may withhold in its sole
     discretion).

          (c) Subject to Section 2(d)(i)(A), the Company shall supplement and
     amend any Shelf Registration Statement if required by the rules,
     regulations or instructions applicable to the registration form used by the
     Company for such Shelf Registration Statement, if required by the
     Securities Act or, to the extent the Company does not reasonably object, as
     reasonably requested by the Initial Purchasers or by the Trustee on behalf
     of the Holders of the Registrable Securities covered by such Shelf
     Registration Statement.

          (d)

               (i) Each Holder of Registrable Securities agrees that, if such
          Holder wishes to sell Registrable Securities pursuant to a Shelf
          Registration Statement and related Prospectus, it will do so only in
          accordance with this Section 2(d) and Section 3(j). Each Holder of
          Registrable Securities wishing to sell Registrable Securities pursuant
          to a Shelf Registration Statement and related Prospectus agrees to
          deliver a completed and executed Notice and Questionnaire to the
          Company prior to any attempted or actual distribution of Registrable
          Securities

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          under a Shelf Registration Statement. If a Holder becomes a Notice
          Holder after the fifth (5th) Business Day before the date the Initial
          Shelf Registration Statement becomes effective under the Securities
          Act, the Company shall, within thirty (30) days after the date such
          Holder became a Notice Holder (or, if a Suspension Period either is in
          effect when such Holder became a Notice Holder or is put into effect
          within five (5) Business Days after the date such Holder became a
          Notice Holder, then within thirty (30) days after the expiration of
          such Suspension Period),

                    (A) file with the SEC a supplement to the related Prospectus
               (or, if required by applicable law, a post-effective amendment to
               the Shelf Registration Statement or a Subsequent Shelf
               Registration Statement), and all other document(s), in each case
               as is required so that such Notice Holder is named as a selling
               securityholder in a Shelf Registration Statement and the related
               Prospectus in such a manner as to permit such Notice Holder to
               deliver a Prospectus to purchasers of the Registrable Securities
               in accordance with the Securities Act; provided, however, that,
               if a post-effective amendment or a Subsequent Shelf Registration
               Statement is required by the rules and regulations of the SEC in
               order to permit resales by such Notice Holder, the Company shall
               not be required to file more than one (1) post-effective
               amendment or Subsequent Shelf Registration Statement for such
               purpose in any ninety (90) day period; provided further, that in
               no event shall the Company be obligated to file more than one (1)
               such supplement in any thirty (30) day period;

                    (B) if, pursuant to Section 2(d)(i)(A), the Company shall
               have filed a post-effective amendment to the Shelf Registration
               Statement or filed a Subsequent Shelf Registration Statement, the
               Company shall use its reasonable best efforts to cause such
               post-effective amendment or Subsequent Shelf Registration
               Statement, as the case may be, to become effective under the
               Securities Act as promptly as practicable, but in any event by
               the date (the "Amendment Effectiveness Deadline Date," in the
               case of a post-effective amendment, and the "Subsequent Shelf
               Registration Statement Effectiveness Deadline Date," in the case
               of a Subsequent Shelf Registration Statement) that is forty five
               (45) days after the date such post-effective amendment or
               Subsequent Shelf Registration Statement, as the case may be, is
               required by this Section 2(d) to be filed with the SEC;

                    (C) the Company shall provide such Notice Holder, upon
               request, with a reasonable number of copies of any documents
               filed pursuant to clause (A) above;

                    (D) the Company shall notify such Notice Holder as promptly
               as practicable after the effectiveness under the Securities Act
               of any post-effective amendment or Subsequent Shelf Registration
               Statement filed pursuant to clause (A) above;

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                    (E) if such Holder became a Notice Holder during a
               Suspension Period, or a Suspension Period is put into effect
               within five (5) Business Days after the date such Holder became a
               Notice Holder, the Company shall so inform such Notice Holder and
               shall, subject to the limitations of this Section 2(d), take the
               actions set forth in clauses (A), (B) and (C) above within thirty
               (30) days after expiration of such Suspension Period in
               accordance with Section 3(j); and

                    (F) if, under the Securities Act, the Company has more than
               one option as to the type or manner of making any such filing,
               the Company shall make the required filing or filings in the
               manner or of a type that the Company reasonably expects to result
               in the earliest availability of a Prospectus for effecting
               resales of Registrable Securities.

               (ii) Notwithstanding anything contained herein to the contrary,
          the Company shall be under no obligation to name any Holder that is
          not a Notice Holder as a selling securityholder in any Shelf
          Registration Statement or related Prospectus; provided, however, that
          any Holder that becomes a Notice Holder (regardless of when such
          Holder became a Notice Holder) shall be named as a selling
          securityholder in a Shelf Registration Statement or related Prospectus
          in accordance with the requirements of this Section 2(d) or Section
          2(a), as applicable.

          (e) The parties hereto agree that the Holders of Registrable
     Securities will suffer damages, and that it would not be feasible to
     ascertain the extent of such damages with precision, if:

               (i) the Initial Shelf Registration Statement has not become
          effective under the Securities Act on or prior to the Effectiveness
          Deadline Date;

               (ii) either a supplement to a Prospectus, a post-effective
          amendment or a Subsequent Shelf Registration Statement is required to
          be filed with the SEC and fails to be filed with the SEC within the
          prescribed period and in the manner set forth in Section 2(d) (the
          date such filing is required to be made being an "Additional Filing
          Deadline Date") or, in the case of a post-effective amendment or a
          Subsequent Shelf Registration Statement, such post-effective amendment
          or Subsequent Shelf Registration Statement does not become effective
          under the Securities Act by the Amendment Effectiveness Deadline Date
          or the Subsequent Shelf Registration Statement Effectiveness Deadline
          Date, as the case may be;

               (iii) the Initial Shelf Registration Statement or any Subsequent
          Registration Statement is filed with the SEC and becomes effective
          under the Securities Act but shall thereafter cease to be effective
          (without being succeeded immediately by a new Registration Statement
          that is filed and immediately becomes effective under the Securities
          Act) or usable under the Securities Act for the offer and sale of
          Registrable Securities in the manner contemplated by this

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          Agreement for a period of time (including any Suspension Period) which
          shall exceed forty five (45) days in the aggregate in any six (6)
          month period; or

               (iv) any Registration Statement or amendment thereto, at the time
          it becomes effective under the Securities Act, or any Prospectus
          relating thereto, at the time it is filed with the SEC or, if later,
          at the time the Registration Statement to which such Prospectus
          relates becomes effective under the Securities Act, shall fail to name
          each Notice Holder as a selling securityholder in such a manner as to
          permit such Notice Holder to sell its Registrable Securities pursuant
          to such Registration Statement and Prospectus in accordance with the
          Securities Act, which Notice Holder was required, pursuant to the
          terms of this Agreement, to be so named (it being understood that,
          without limitation, naming such Notice Holder in a manner that permits
          such Notice Holder to sell only a portion of such Notice Holder's
          Registrable Securities referenced in such Notice Holder's Notice and
          Questionnaire shall be deemed to be an "Event" (as defined below) for
          purposes of this clause (iv)).

     Each of the events of a type described in any of the foregoing clauses (i)
     through (iv) are individually referred to herein as an "Event," and

                    (W) the Effectiveness Deadline Date, in the case of clause
               (i) above,

                    (X) the Additional Filing Deadline Date, the Amendment
               Effectiveness Deadline Date or the Subsequent Shelf Registration
               Statement Effectiveness Deadline Date, as the case may be, in the
               case of clause (ii) above,

                    (Y) the date on which the duration of the ineffectiveness or
               unusability of the Shelf Registration Statement exceeds the
               number of days permitted by clause (iii) above, in the case of
               clause (iii) above, and

                    (Z) the date the applicable Registration Statement or
               amendment thereto shall become effective under the Securities
               Act, or the date the applicable Prospectus is filed with the SEC
               or, if later, the time the Registration Statement to which such
               Prospectus relates becomes effective under the Securities Act, as
               the case may be, in the case of clause (iv) above,

     are each herein referred to as an "Event Date." Events shall be deemed to
     continue until the following dates with respect to the respective types of
     Events:

                    (A) the date the Initial Shelf Registration Statement
               becomes effective under the Securities Act, in the case of an
               Event of the type described in clause (i) above;

                    (B) the date a supplement to a Prospectus, a post-effective
               amendment or a Subsequent Shelf Registration Statement, whichever
               is

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               required, is filed with the SEC (in the case of a supplement) or
               becomes effective under the Securities Act (in the case of a
               post-effective amendment or a Subsequent Shelf Registration
               Statement), in the case of an Event of the type described in
               clause (ii) above;

                    (C) the date the Initial Shelf Registration Statement or the
               Subsequent Shelf Registration Statement, as the case maybe,
               becomes effective and usable under the Securities Act again, or
               the date another Subsequent Shelf Registration Statement is filed
               with the SEC pursuant to Section 2(b) and becomes effective, in
               the case of an Event of the type described in clause (iii) above;
               or

                    (D) the date a supplement to the Prospectus is filed with
               the SEC, or the date a post-effective amendment to the
               Registration Statement becomes effective under the Securities
               Act, or the date a Subsequent Shelf Registration Statement
               becomes effective under the Securities Act, which supplement,
               post-effective amendment or Subsequent Shelf Registration
               Statement, as the case may be, names as selling securityholders,
               in such a manner as to permit them to deliver the related
               Prospectus to purchasers of Registrable Securities in the manner
               contemplated by, and in accordance with, the Securities Act, all
               Notice Holders required as herein provided to be so named, in the
               case of an Event of the type described in clause (iv) above.

     Notwithstanding anything herein to the contrary, Events described in
     clauses (i), (ii) and (iv) above will be deemed to be suspended during any
     Suspension Period unless the duration of such Suspension Period exceeds
     forty five (45) days in the aggregate in any six (6) month period.

     Accordingly, commencing on (and including) any Event Date and ending on
     (but excluding) the next date on which there are no Events that have
     occurred and are continuing (an "Additional Interest Accrual Period"), the
     Company agrees to pay, as additional interest ("additional interest") and
     not as a penalty, an amount (the "Additional Interest Amount") at the rate
     described below, payable semi-annually on each Additional Interest Payment
     Date to Record Holders, to the extent of, for each such Additional Interest
     Payment Date, the unpaid Additional Interest Amount that has accrued to
     (but excluding) such Additional interest Payment Date (or, if the
     Additional Interest Accrual Period shall have ended prior to such
     Additional Interest Payment Date, to, but excluding, the day immediately
     after the last day of such Additional Interest Accrual Period); provided,
     however, that any unpaid Additional Interest Amount that has accrued with
     respect to any Note, or portion thereof, to be purchased by the Company
     pursuant to a Repurchase Upon Repurchase Event on a Repurchase Date that is
     after the close of business on the Record Date relating to such Additional
     Interest Payment Date and before such Additional Interest Payment Date,
     shall, in each case, be instead paid, on such Repurchase Date to the Holder
     who submitted such Note or portion thereof for Repurchase Upon Repurchase
     Event.

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     The Additional Interest Amount shall accrue at a rate per annum equal to
     one quarter of one percent (0.25%) for the ninety (90) day period beginning
     on, and including, the Event Date, and thereafter at a rate per annum equal
     to one half of one percent (0.50%), of the aggregate principal amount of
     the Notes of which such Record Holders were holders of record at the close
     of business on the applicable Record Date; provided, however, that:

                    (I) no Additional Interest Amounts shall accrue as to any
               Covered Security from and after the earlier of (x) the date such
               Covered Security is no longer a Registrable Security, (y) in the
               case of a Covered Security that is a Note, the date, and to the
               extent, such Note is converted in accordance with the Indenture
               and (z) the expiration of the Effectiveness Period;

                    (II) only those Holders (or their subsequent transferees)
               that were failed to be named as selling securityholders in the
               manner prescribed in Section 2(e)(iv) above shall be entitled to
               receive any Additional Interest Amounts that have accrued solely
               with respect to an Event of the type described in Section
               2(e)(iv) above (it being understood that this clause (II) shall
               not impair any right of any Holder to receive Additional Interest
               Amounts that have accrued with respect to an Event other than an
               Event of the type described in Section 2(e)(iv) above);

                    (III) only those Holders (or their subsequent transferees)
               whose delivery of a Notice and Questionnaire gave rise to the
               obligation of the Company, pursuant to Section 2(d)(i), to file
               and, if applicable, make effective under the Securities Act the
               supplement, post-effective amendment or Subsequent Shelf
               Registration Statement referred to in Section 2(e)(ii) above
               shall be entitled to receive any Additional Interest Amounts that
               have accrued solely with respect to an Event of the type
               described in Section 2(e)(ii) above (it being understood that
               this clause (Ill) shall not impair any right of any Holder to
               receive Additional Interest Amounts that have accrued with
               respect to an Event other than an Event of the type described in
               Section 2(e)(ii) above); and

                    (IV) if a Covered Security ceases to be outstanding during
               an Additional Interest Accrual Period for which an Additional
               Interest Amount would be payable with respect to such Covered
               Security, then the Additional Interest Amount payable hereunder
               with respect to such Covered Security shall be prorated on the
               basis of the number of full days such Covered Security is
               outstanding during such Additional Interest Accrual Period.

     Except as provided in the final paragraph of this Section 2(e), (i) the
     rate of accrual of the Additional Interest Amount with respect to any
     period shall not exceed the rate provided for in this Section 2(e)
     notwithstanding the occurrence of multiple concurrent Events and (ii)
     following the cure of all Events requiring the payment by the Company of
     Additional Interest Amounts to the Holders pursuant to this Section, the
     accrual of Additional

                                      -12-
<PAGE>

     Interest Amounts shall cease (without in any way limiting the effect of any
     subsequent Event requiring the payment of Additional Interest Amounts by
     the Company). All installments of additional interest shall be paid by wire
     transfer of immediately available funds to the account specified by the
     Notice Holder or, if no such account is specified, by mailing a check to
     such Notice Holder's address shown in the register of the registrar for the
     Notes or, with respect to any Notes that have been converted, such Notice
     Holder's mailing address as shown on its Notice and Questionnaire. Subject
     to any rights that may arise under Section 6, the parties hereto agree that
     the additional interest provided for hereunder shall constitute the sole
     and exclusive remedy for an Event that occurs with respect to any Note or
     with respect to any ADSs (or Ordinary Shares represented by such ADSs) that
     both underlie such Note and are not outstanding, provided, however, that
     nothing in this sentence shall affect the rights hereunder of a holder of
     outstanding Underlying ADSs.

     All of the Company's obligations set forth in this Section 2(e) that are
     outstanding with respect to any Registrable Security at the time such
     Registrable Security ceases to be a Registrable Security shall survive
     until such time as all such obligations with respect to such security have
     been satisfied in full (notwithstanding termination of this Agreement
     pursuant to Section 9(n)).

     The parties hereto agree that the additional interest provided for in this
     Section 2(e) constitutes a reasonable estimate of the damages in respect of
     the Notes that may be incurred by Holders of the Notes by reason of an
     Event relating to such Notes, including, without limitation, the failure of
     a Shelf Registration Statement to be filed, become effective under the
     Securities Act, amended or replaced to include the names of all Notice
     Holders or available for effecting resales of Registrable Securities in
     accordance with the provisions hereof.

     If any Additional Interest Amounts are not paid when due, then, to the
     extent permitted by law, such overdue Additional Interest Amounts, if any,
     shall bear interest, compounded semi-annually, until paid at the rate of
     interest payable with respect to overdue amounts on the Notes pursuant to
     Section 2.12 of the Indenture.

          (f) The Trustee shall be entitled, on behalf of Holders, to seek any
     available remedy for the enforcement of this Agreement, including for the
     payment of any Additional Interest Amount.

          (g) The Company agrees that it will not, unless it obtains the prior
     consent of the Holders of a majority of the Registrable Securities that are
     registered under the Shelf Registration Statement at such time or the
     consent of the managing underwriter in connection with any underwritten
     offering of Registrable Securities, and each Holder agrees that it will
     not, unless it obtains the prior written consent of the Company and any
     such managing underwriter, make any offer relating to the Covered
     Securities that would constitute, as the case may be, an "issuer free
     writing prospectus," as defined in Rule 433 under the 1933 Act (an "Issuer
     Free Writing Prospectus"), or a "free writing prospectus," as defined in
     Rule 405, required to be filed with the SEC. The Company represents that
     any Issuer Free Writing Prospectus will not include any information that
     conflicts with

                                      -13-
<PAGE>

     the information contained in any Shelf Registration Statement or Prospectus
     and that any Issuer Free Writing Prospectus, when taken together with the
     information in the Shelf Registration Statements and the Prospectuses, will
     not include any untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading.

     3. Registration Procedures. In connection with the registration obligations
of the Company under Section 2 hereof, the Company shall:

          (a) Prepare and file with the SEC a Shelf Registration Statement or
     Shelf Registration Statements in the manner provided in this Agreement and
     use its reasonable best efforts to cause each such Shelf Registration
     Statement to become effective under the Securities Act and remain effective
     under the Securities Act as provided herein; provided, that, before filing
     any Shelf Registration Statement or Prospectus or any amendments or
     supplements thereto with the SEC, the Company shall furnish to the Initial
     Purchasers and Designated Counsel, if any, copies of all such documents
     proposed to be filed and give reasonable consideration to any comments as
     the Initial Purchasers, Designated Counsel, if any, or such counsel shall
     propose within two (2) Business Days of the delivery of such copies to the
     Initial Purchasers, Designated Counsel, if any, and such counsel. Each
     Registration Statement that is or is required by this Agreement to be filed
     with the SEC shall be filed on Form F-3 if the Company is then eligible to
     use Form F-3 for the purposes contemplated by this Agreement, or, if the
     Company is not then so eligible to use Form F-3, shall be on Form F-1 or
     another appropriate form that is then available to the Company for the
     purposes contemplated by this Agreement. Each such Registration Statement
     that is filed on Form F-3 shall constitute an Automatic Shelf Registration
     Statement if the Company is then eligible to file an Automatic Registration
     Statement on Form F-3 for the purposes contemplated by this Agreement. If,
     at the time any Registration Statement is filed with the SEC, the Company
     is eligible, pursuant to Rule 430B(b), to omit, from the prospectus that is
     filed as part of such Registration Statement, the identities of selling
     securityholders and amounts of securities to be registered on their behalf,
     then the Company shall prepare and file such Shelf Registration Statement
     in a manner as to permit such omission and to allow for the subsequent
     filing of such information in a prospectus pursuant to Rule 424(b) in the
     manner contemplated by Rule 430B(d).

          (b) Prepare and file with the SEC such amendments and post-effective
     amendments to each Shelf Registration Statement as may be necessary to keep
     such Shelf Registration Statement or Subsequent Shelf Registration
     Statement continuously effective until the expiration of the Effectiveness
     Period (except to the extent permitted under Section 3(j)); cause the
     related Prospectus to be supplemented by any required Prospectus supplement
     and, as so supplemented, to be filed with the SEC pursuant to Rule 424; and
     comply with the provisions of the Securities Act applicable to it with
     respect to the disposition of all securities covered by each Shelf
     Registration Statement during the Effectiveness Period (except to the
     extent permitted under Section 3(j)) in accordance with the intended
     methods of disposition by the sellers thereof set forth in such Shelf
     Registration Statement as so amended or such Prospectus as so supplemented.

                                      -14-
<PAGE>

          (c) If, at any time during the Effectiveness Period, any Registration
     Statement shall cease to comply with the requirements of the Securities Act
     with respect to eligibility for the use of the form on which such
     Registration Statement was filed with the SEC (or if such Registration
     Statement constituted an Automatic Shelf Registration Statement at the time
     it was filed with the SEC and shall thereafter cease to constitute an
     Automatic Shelf Registration Statement, or if the Company shall have
     received, from the SEC, a notice, pursuant to Rule 401(g)(2) under the
     Securities Act, of objection to the use of the form on which such
     Registration Statement was filed with the SEC), (i) promptly give notice to
     the Notice Holders, Designated Counsel, if any, and to the Initial
     Purchasers and (ii) promptly file with the SEC a new Registration Statement
     under the Securities Act, or a post-effective amendment to such
     Registration Statement, to effect compliance with the Securities Act. The
     Company shall use its reasonable best efforts to cause such new
     Registration Statement or post-effective amendment to become effective
     under the Securities Act as soon as practicable and shall promptly give
     notice of such effectiveness to the Notice Holders, Designated Counsel, if
     any, and to the Initial Purchasers. Each such new Registration Statement,
     if any, shall be deemed, for purposes of this Agreement, to be a Subsequent
     Shelf Registration Statement.

          (d) During the Effectiveness Period, as promptly as practicable, give
     notice to the Notice Holders, the Initial Purchasers, and Designated
     Counsel, if any:

               (i) when any Prospectus, Prospectus supplement, Registration
          Statement or post-effective amendment to a Registration Statement has
          been filed with the SEC and, with respect to any Registration
          Statement or any post-effective amendment, when the same has become
          effective under the Securities Act,

               (ii) of any request, following the effectiveness of a Shelf
          Registration Statement under the Securities Act, by the SEC or any
          other governmental authority for amendments or supplements to such
          Shelf Registration Statement or the related Prospectus or for
          additional information,

               (iii) of the issuance by the SEC or any other governmental
          authority of any stop order suspending the effectiveness of any Shelf
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose,

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification or
          exemption from qualification of any of the Registrable Securities for
          sale in any jurisdiction or the initiation or threatening of any
          proceeding for such purpose,

               (v) after the effective date of any Shelf Registration Statement
          filed with the SEC pursuant to this Agreement, of the occurrence of
          (but not the nature of or details concerning) a Material Event, and

               (vi) of the determination by the Company that a post-effective
          amendment to a Shelf Registration Statement (including Subsequent
          Shelf

                                      -15-
<PAGE>

          Registration Statement) will be filed with the SEC, which notice may,
          at the discretion of the Company (or as required pursuant to Section
          3(j)), state that it constitutes a Suspension Notice, in which event
          the provisions of Section 3(j) shall apply.

          (e) Subject to the terms hereof, use its reasonable best efforts to
     (i) prevent the issuance of, and, if issued, to obtain the withdrawal of,
     any order suspending the effectiveness of a Shelf Registration Statement
     and (ii) obtain the lifting of any suspension of the qualification (or
     exemption from qualification) of any of the Registrable Securities for sale
     in any jurisdiction in which they have been qualified for sale, in either
     case at the earliest possible moment, and provide prompt notice to each
     Notice Holder, the Initial Purchasers and Designated Counsel, if any, of
     the withdrawal or lining of any such order or suspension.

          (f) Give reasonable consideration to any written request by the
     Initial Purchasers or any Notice Holder, to incorporate in a Prospectus
     supplement or a post-effective amendment to a Shelf Registration Statement
     such information as the Initial Purchasers, such Notice Holder or
     Designated Counsel, if any, shall have determined to be required to be
     included therein by applicable U.S. law and, if the Company determines
     pursuant hereto to give effect to such request, to make any required
     filings of such Prospectus supplement or such post-effective amendment as
     promptly as practicable.

          (g) As promptly as practicable, furnish, upon request, to each Notice
     Holder, Designated Counsel, if any, and the Initial Purchasers, without
     charge, at least one (1) conformed copy of each Shelf Registration
     Statement and each amendment thereto, including financial statements but
     excluding schedules, all documents incorporated or deemed to be
     incorporated therein by reference and all exhibits (unless requested in
     writing to the Company by such Notice Holder, Designated Counsel or the
     Initial Purchasers).

          (h) During the Effectiveness Period, deliver to each Notice Holder,
     Designated Counsel, if any, and the Initial Purchasers, in connection with
     any sale of Registrable Securities pursuant to a Shelf Registration
     Statement, without charge, as many copies of the Prospectus or Prospectuses
     relating to such Registrable Securities and any amendment or supplement
     thereto as such Notice Holder or the Initial Purchasers may reasonably
     request; and the Company hereby consents (except during such periods that a
     Suspension Notice is outstanding and has not been revoked) to the use of
     such Prospectus and each amendment or supplement thereto by each Notice
     Holder, in connection with any offering and sale of the Registrable
     Securities covered by such Prospectus or any amendment or supplement
     thereto in the manner set forth therein.

          (i) Prior to any public offering of the Registrable Securities
     pursuant to a Shelf Registration Statement, use its reasonable best efforts
     to register or qualify or cooperate with the Notice Holders in connection
     with the registration or qualification (or exemption from such registration
     or qualification) of such Registrable Securities for offer and sale under
     the securities or, if required, Blue Sky laws of such jurisdictions within
     the United States as any Notice Holder reasonably requests in writing
     (which request may be

                                      -16-
<PAGE>

     included in the Notice and Questionnaire); use its reasonable best efforts
     to keep each such registration or qualification (or exemption therefrom)
     effective during the Effectiveness Period in connection with such Notice
     Holder's offer and sale of Registrable Securities pursuant to such
     registration or qualification (or exemption therefrom) and do any and all
     other acts or things reasonably necessary or advisable to enable the
     disposition in such jurisdictions of such Registrable Securities in the
     manner set forth in the relevant Shelf Registration Statement and the
     related Prospectus; provided, however, that the Company will not be
     required to (i) qualify generally to do business in any jurisdiction where
     it is not then so qualified or (ii) take any action that would subject it
     to general service of process in suits, other than those arising out of and
     limited solely to the offering or sale of Registrable Securities, in any
     jurisdiction where it is not now so subject.

          (j) Upon: (A) the occurrence or existence of any pending or
     prospective corporate development (a "Material Event") that, in the
     reasonable discretion of the Company, makes it appropriate to suspend the
     availability of any Shelf Registration Statement and the related
     Prospectus; (B) the issuance by the SEC of a stop order suspending the
     effectiveness of any Shelf Registration Statement or the initiation of
     proceedings with respect to any Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act; or (C) the occurrence of any event or
     the existence of any fact as a result of which any Shelf Registration
     Statement shall contain any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, or any Prospectus shall contain any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading,

               (i) in the case of clause (A) or (C) above, subject to the next
          sentence, as promptly as practicable, prepare and file, if necessary
          pursuant to the Securities Act, a post-effective amendment to such
          Shelf Registration Statement or a supplement to such Prospectus or any
          document incorporated therein by reference or file any other required
          document that would be incorporated by reference into such Shelf
          Registration Statement and Prospectus so that such Shelf Registration
          Statement does not contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, and so that
          such Prospectus does not contain any untrue statement of a material
          fact or omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, as thereafter delivered to the purchasers
          of the Registrable Securities being sold thereunder (it being
          understood that the Company may rely on information with respect to a
          Notice Holder provided by such Notice Holder to the Company for use in
          such Prospectus, including, without limitation, the Holder
          Information), and, in the case of a post-effective amendment to a
          Registration Statement, subject to the next sentence, use its
          reasonable best efforts to cause it to become effective under the
          Securities Act as promptly as practicable, and

                                      -17-
<PAGE>

               (ii) give notice to the Notice Holders, the Initial Purchasers
          and Designated Counsel, if any, that the availability of the Shelf
          Registration Statement is suspended (a "Suspension Notice") (and, upon
          receipt of any Suspension Notice, each Notice Holder agrees not to
          sell any Registrable Securities pursuant to such Shelf Registration
          Statement until such Notice Holder's receipt of copies of the
          supplemented or amended Prospectus provided for in clause (i) above or
          until such Notice Holder is advised in writing by the Company that the
          Prospectus may be used).

     The Company will use its reasonable best efforts to ensure that the use of
     the Prospectus may be resumed (x) in the case of clause (A) above, as soon
     as, in the reasonable discretion of the Company, such suspension is no
     longer appropriate, (y) in the case of clause (B) above, as promptly as is
     practicable, and (z) in the case of clause (C) above, as soon as, in the
     reasonable judgment of the Company, the Shelf Registration Statement does
     not contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading and the Prospectus does not contain any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The period during
     which the availability of the Shelf Registration Statement and any
     Prospectus may be suspended (the "Suspension Period") without the Company
     incurring any obligation to pay additional interest pursuant to Section
     2(e) shall not exceed forty five (45) days in the aggregate in any six-(6)
     month period.

          (k) Make available for inspection during normal business hours by
     representatives for the Notice Holders (and any underwriters participating
     in any disposition pursuant to any Shelf Registration Statement to the
     extent permitted hereunder) and any broker-dealers, attorneys and
     accountants retained by such Notice Holders (or any such underwriters, if
     applicable), all relevant financial and other records and pertinent
     corporate documents and properties of the Company and its subsidiaries, and
     cause the appropriate officers, directors and employees of the Company and
     its subsidiaries to make available for inspection during normal business
     hours all relevant information reasonably requested by such representatives
     for the Notice Holders, or any such underwriters, broker-dealers, attorneys
     or accountants in connection with such disposition, in each case as is
     customary for similar "due diligence" examinations; provided, however, that
     such persons shall first agree in writing with the Company that such person
     will not engage in any transaction involving Company securities in
     violation of applicable law (including without limitation federal
     securities laws prohibiting trading on the basis of material non-public
     information) and that any information that is confidential at the time of
     delivery of such information shall be kept confidential by such persons and
     shall be used solely for the purposes of exercising rights under this
     Agreement, unless (i) disclosure of such information is required by court
     or administrative order or is necessary to respond to inquiries of
     governmental or regulatory authorities, (ii) disclosure of such information
     is required by law (including any disclosure requirements pursuant to
     federal securities laws in connection with the filing of any Shelf
     Registration Statement or the use of any Prospectus referred to in this
     Agreement) or necessary to defend or prosecute a claim brought against or
     by any such

                                      -18-
<PAGE>

     persons (e.g., to establish a "due diligence" defense), (iii) such
     information becomes generally available to the public other than as a
     result of a disclosure or failure to safeguard by any such person or (iv)
     such information becomes available to any such person from a source other
     than the Company and such source is not bound by a confidentiality
     agreement or is not otherwise under a duty of trust to the Company;
     provided further, that the foregoing inspection and information gathering
     shall, to the greatest extent possible, be coordinated on behalf of all the
     Notice Holders and the other parties entitled thereto by Designated
     Counsel.

          (l) Comply with all applicable rules and regulations of the SEC to the
     extent and so long as they are applicable to any Shelf Registration
     Statement; and make generally available to its securityholders earnings
     statements covering a period of twelve (12) months (which need not be
     audited) satisfying the provisions of Section 11(a) of the Securities Act
     and Rule 158 thereunder (or any similar rule promulgated under the
     Securities Act).

          (m) If electronic global certificates for the Registrable Securities
     are not then available, cooperate with each Notice Holder to facilitate the
     timely preparation and delivery of certificates representing Registrable
     Securities sold pursuant to a Shelf Registration Statement, which
     certificates shall not bear any restrictive legends, and cause such
     Registrable Securities to be in such denominations as are permitted by the
     Indenture and registered in such names as such Notice Holder may request in
     writing at least two (2) Business Days prior to any sale of such
     Registrable Securities.

          (n) Provide a CUSIP number for all Registrable Securities covered by a
     Shelf Registration Statement not later than the effective date of the
     Initial Shelf Registration Statement and provide the Trustee and the
     Depository with certificates, if required, for the Registrable Securities
     that are in a form eligible for deposit with The Depository Trust Company.

          (o) Cooperate and assist in any filings required to be made with the
     Financial Industry Regulatory Authority, Inc.

          (p) Upon the filing of the Initial Shelf Registration Statement, and
     upon the effectiveness under the Securities Act of the Initial Shelf
     Registration Statement, if the effective date is different from the filing
     date, announce the same, in each case by release through a reputable
     national newswire service in the United States.

          (q) Except as otherwise provided herein, take all actions as are
     necessary, or reasonably requested by the Holders of a majority of the
     Registrable Securities being sold, in order to expedite or facilitate
     disposition of the Registrable Securities.

          (r) Cause the Indenture to be qualified under the TIA not later than
     the effective date of the Initial Shelf Registration Statement; and, in
     connection therewith, cooperate with the Trustee to effect such changes to
     the Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and execute, and use its reasonable
     best efforts to cause the Trustee to execute, all documents as may be

                                      -19-
<PAGE>

     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable the Indenture to be so qualified in a
     timely manner.

          (s) Use its reasonable best efforts to cause the Underlying ADSs to be
     listed on The New York Stock Exchange.


     4. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that, as of the time of such sale,
the Holder Information of such Holder furnished in writing by or on behalf of
such Holder to the Company does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
in such Holder Information, in the light of the circumstances under which they
were made, not misleading. Each Holder agrees to keep confidential the receipt
of any Suspension Notice and the contents thereof, except as required pursuant
to applicable law.

     5. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Section 2 and Section 3 of this Agreement whether or not any of the Shelf
Registration Statements are filed or declared effective under the Securities
Act. Such fees and expenses ("Registration Expenses") shall include, without
limitation, (i) all registration and filing fees and expenses (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal securities laws and state securities or Blue Sky laws,
if any (including, without limitation, reasonable fees and disbursements of
Designated Counsel, if any, in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions), (ii) all expenses
of the Company in preparing or assisting in preparing, word processing, printing
and distributing any Shelf Registration Statement, any Prospectus, any
amendments or supplements thereto, any securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iii) all fees and disbursements of counsel for the Company, (iv) all fees and
disbursements of Designated Counsel, the selection of whom shall be reasonably
agreed by the Company, (v) all fees and disbursements of the Trustee and its
counsel and of the registrar and transfer agent for the Ordinary Shares, and
(vi) Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company, the expense of any annual audit or quarterly review, the fees and
expenses incurred in connection with the listing by the Company of the
Registrable Securities on any securities exchange or quotation system on which
similar securities of the Company are then listed and the fees and expenses of
any person, including, without limitation, special experts, retained by the

                                      -20-
<PAGE>

Company. If the Company shall, pursuant to Rule 456(b), defer payment of any
registration fees due under the Securities Act with respect to any Registration
Statement, the Company agrees that it shall pay the fees applicable to such
Registration Statement within the time required by Rule 456(b)(1)(i) (without
reliance on the proviso to Rule 456(b)(1)(i)) and in compliance with Rule 456(b)
and Rule 457(r). Each Holder shall pay all brokerage fees and commissions
incurred by it, all transfer taxes incurred by it, the fees and expenses of any
advisors the Holder engages and all similar fees and costs incurred by such
Holder relating to such Holder's disposition of Registrable Securities.

     6. Indemnification, Contribution.

          (a) The Company agrees to indemnify, defend and hold harmless each
     Initial Purchaser, each Holder, each person (a "Controlling Person"), if
     any, who controls, is controlled by or is under common control with any
     Initial Purchaser or Holder within the meaning of Section 15 of the
     Securities Act or Section 20 of the Exchange Act and the respective
     Affiliates (including joint venture counterparts), officers, directors,
     partners, employees, representatives and agents of any Initial Purchaser,
     the Holders or any Controlling Person (each, an "Indemnified Party"), from
     and against any loss, damage, expense, liability, claim or any actions in
     respect thereof (including the reasonable cost of investigation) which such
     Indemnified Party may incur or become subject to under the Securities Act,
     the Exchange Act or otherwise, insofar as such loss, damage, expense,
     liability, claim or action arises out of or is based upon any untrue
     statement or alleged untrue statement of a material fact contained in any
     Registration Statement, Prospectus or Issuer Free Writing Prospectus,
     including any document incorporated by reference therein, or in any
     amendment or supplement thereto or in any preliminary prospectus, or arises
     out of or is based upon any omission or alleged omission to state a
     material fact required to be stated in any Registration Statement or in any
     amendment or supplement thereto or necessary to make the statements therein
     not misleading, or arises out of or is based upon any omission or alleged
     omission to state a material fact necessary in order to make the statements
     made in any Prospectus, Issuer Free Writing Prospectus or in any amendment
     or supplement thereto or in any preliminary prospectus, in the light of the
     circumstances under which such statements were made, not misleading, and
     the Company shall reimburse, as incurred, the Indemnified Parties for any
     legal or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, damage, expense, liability, claim
     or action in respect thereof; provided, however, that the Company shall not
     be required to provide any indemnification pursuant to this Section 6(a) in
     any such case insofar as any such loss, damage, expense, liability, claim
     or action arises out of or is based upon any untrue statement or omission
     or alleged untrue statement or omission of a material fact contained in, or
     omitted from, and in conformity with information furnished in writing by or
     on behalf of an Initial Purchaser or a Holder to the Company expressly for
     use in, any Registration Statement, Prospectus or Issuer Free Writing
     Prospectus, including, without limitation, information provided to the
     Company by such Holder in a Notice and Questionnaire; provided further,
     however, that this indemnity agreement will be in addition to any liability
     which the Company may otherwise have to such Indemnified Party; provided
     further, however, that no Initial Purchaser or Holder shall be entitled to
     this indemnity to the extent, and only to the extent, such loss, damage,
     expense, liability, claim or action arises out of a disposition,

                                      -21-
<PAGE>

     pursuant to a Registration Statement, of Registrable Securities by such
     Initial Purchaser or Holder, as the case may be, during a Suspension
     Period, provided such Initial Purchaser or Holder, as the case may be,
     received, prior to such disposition, a Suspension Notice with respect to
     such Suspension Period.

          (b) Each Holder, severally and not jointly, agrees to indemnify,
     defend and hold harmless the Company, its directors, officers, employees,
     representatives and agents and any person who controls the Company within
     the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act (each, a "Company Indemnified Party") from and against any
     loss, damage, expense, liability, claim or any actions in respect thereof
     (including the reasonable cost of investigation) which such Company
     Indemnified Party may incur or become subject to under the Securities Act,
     the Exchange Act or otherwise, insofar as such loss, damage, expense,
     liability, claim or action arises out of or is based upon (A) any untrue
     statement or alleged untrue statement of a material fact contained in, and
     in conformity with information (the "Holder Information") furnished in
     writing by or on behalf of such Holder to the Company expressly for use in,
     any Registration Statement or Prospectus, or arises out of or is based upon
     any omission or alleged omission to state a material fact in connection
     with such Holder Information, which material fact was not contained in such
     Holder Information, and which material fact was either required to be
     stated in any Registration Statement or Prospectus, or any amendment or
     supplement thereto, or necessary to make such Holder Information not
     misleading; (B) a sale, by such Holder, pursuant to a Registration
     Statement, of Registrable Securities during a Suspension Period, provided
     that the Company shall have theretofore provided such Holder with a
     Suspension Notice with respect to such Suspension Period; or (C) a public
     sale of Registrable Securities by such Holder without delivery, if required
     by the Securities Act, of the most recent applicable Prospectus provided to
     such Holder by the Company pursuant to Section 3(h) or Section 2(d)(i)(C);
     and, subject to the limitation set forth in the immediately preceding
     clause, each Holder shall reimburse, as incurred, the Company for any legal
     or other expenses reasonably incurred by the Company or any such
     controlling person in connection with investigating or defending any loss,
     damage, expense, liability, claim or action in respect thereof. This
     indemnity agreement will be in addition to any liability which such Holder
     may otherwise have to the Company or any of its controlling persons. In no
     event shall the liability of any selling Holder of Registrable Securities
     hereunder be greater in amount than the dollar amount of the proceeds
     received by such Holder upon the sale, pursuant to the Registration
     Statement, of the Registrable Securities giving rise to such
     indemnification obligation.

          (c) If any action, suit or proceeding (each, a "Proceeding") is
     brought against any person in respect of which indemnity may be sought
     pursuant to either Section 6(a) or Section 6(b), such person (the
     "Indemnified Party") shall promptly notify the person against whom such
     indemnity may be sought (the "Indemnifying Party") in writing of the
     institution of such Proceeding and the Indemnifying Party shall assume the
     defense of such Proceeding, including the employment of counsel reasonably
     satisfactory to the Indemnified Party and payment of all fees and expense;
     provided, however, that the omission to so notify such Indemnifying Party
     shall not relieve such Indemnifying Party from any liability which it may
     have to such Indemnified Party or otherwise. Such Indemnified Party shall
     have the right to employ its own counsel in any such case, but the fees and
     expenses of such counsel shall be at the expense of such

                                      -22-
<PAGE>

     Indemnified Party unless the employment of such counsel shall have been
     authorized in writing by such Indemnifying Party in connection with the
     defense of such Proceeding or such Indemnifying Party shall not have,
     within a reasonable period of time in light of the circumstances, employed
     counsel to defend such Proceeding or such Indemnified Party shall have
     reasonably concluded that there may be one or more defenses available to it
     that are different from, additional to or in conflict with those available
     to such Indemnifying Party (in which case such Indemnifying Party shall not
     have the right to direct the defense of such Proceeding on behalf of the
     Indemnified Party, in any of which events such fees and expenses shall be
     borne by such Indemnifying Party and paid as incurred (it being understood,
     however, that such Indemnifying Party shall not be liable for the expenses
     of more than one separate counsel in any one Proceeding or series of
     related Proceedings (in additional to any local counsel) representing the
     Indemnified Parties who are parties to such action). An Indemnifying Party
     shall not be liable for any settlement of such Proceeding effected without
     the written consent of such Indemnifying Party, but if settled with the
     written consent of such Indemnifying Party, such Indemnifying Party agrees
     to indemnify and hold harmless an Indemnified Party from and against any
     loss or liability by reason of such settlement. Notwithstanding the
     foregoing sentence, if at any time an Indemnified Party shall have
     requested an Indemnifying Party to reimburse such Indemnified Party for
     fees and expenses of counsel as contemplated by the second sentence of this
     paragraph, then such Indemnifying Party agrees that it shall be liable for
     any settlement of any Proceeding effected without its written consent if
     (i) such settlement is entered into more than sixty (60) Business Days
     after receipt by such Indemnifying Party of the aforesaid request, (ii)
     such Indemnifying Party shall not have fully reimbursed such Indemnified
     Party in accordance with such request prior to the date of such settlement
     and (iii) such Indemnified Party shall have given such Indemnifying Party
     at least thirty (30) days' prior notice of its intention to settle. No
     Indemnifying Party shall, without the prior written consent of any
     Indemnified Party, effect any settlement of any pending or threatened
     Proceeding in respect of which such Indemnified Party is or could have been
     a party and indemnity could have been sought hereunder by such Indemnified
     Party, unless such settlement includes an unconditional release of such
     Indemnified Party from all liability on claims that are the subject matter
     of such Proceeding and does not include an admission of fault or
     culpability or a failure to act by or on behalf of such Indemnified Party.

          (d) If the indemnification provided for in this Section 6 is
     unavailable to an Indemnified Party under Section 6(a) or Section 6(b), or
     insufficient to hold such Indemnified Party harmless, in respect of any
     losses, damages, expenses, liabilities, claims or actions referred to
     therein, then each applicable Indemnifying Party, in lieu of indemnifying
     such Indemnified Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such losses, damages, expenses,
     liabilities, claims or actions (i) in such proportion as is appropriate to
     reflect the relative benefits received by the Company, on the one hand, and
     by the Holders or the Initial Purchasers, on the other hand, from the
     offering of the Registrable Securities or (ii) if the allocation provided
     by clause (i) above is not permitted by applicable law, in such proportion
     as is appropriate to reflect not only the relative benefits referred to in
     clause (i) above but also the relative

                                      -23-
<PAGE>

     fault of the Company, on the one hand, and of the Holders or the Initial
     Purchasers, on the other hand, in connection with the statements or
     omissions which resulted in such losses, damages, expenses, liabilities,
     claims or actions, as well as any other relevant equitable considerations.
     The relative fault of the Company, on the one hand, and of the Holders or
     the Initial Purchasers, on the other hand, shall be determined by reference
     to, among other things, whether the untrue statement or alleged untrue
     statement of a material fact or omission or alleged omission relates to
     information supplied by the Company or by the Holders or the Initial
     Purchasers and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The amount paid or payable by a party as a result of the losses,
     damages, expenses, liabilities, claims and actions referred to above shall
     be deemed to include any legal or other fees or expenses reasonably
     incurred by such party in connection with investigating or defending any
     Proceeding.

          (e) The Company, the Holders and the Initial Purchasers agree that it
     would not be just and equitable if contribution pursuant to this Section 6
     were determined by pro rata allocation or by any other method of allocation
     which does not take account of the equitable considerations referred to in
     Section 6(d) above. Notwithstanding the provisions of this Section 6, no
     Holder shall be required to contribute any amount in excess of the amount
     by which the total price at which the Registrable Securities giving rise to
     such contribution obligation and sold by such Holder were offered to the
     public exceeds the amount of any damages which it has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The Holders' respective obligations
     to contribute pursuant to this Section 6 are several in proportion to the
     respective amount of Registrable Securities they have sold pursuant to a
     Registration Statement, and not joint. The remedies provided for in this
     Section 6 are not exclusive and shall not limit any rights or remedies
     which may otherwise be available to any indemnified party at law or in
     equity.

          (f) The indemnity and contribution provisions contained in this
     Section 6 shall remain operative and in full force and effect regardless of
     (i) any termination of this Agreement, (ii) any investigation made by or on
     behalf of any Holder or the Initial Purchasers or any person controlling
     any Holder or Initial Purchaser, or the Company, or the Company's officers
     or directors or any person controlling the Company and (iii) the sale of
     any Registrable Security by any Holder.

     7. Information Requirements.

          (a) The Company covenants that, if at any time before the end of the
     Effectiveness Period it is not subject to the reporting requirements of the
     Exchange Act, it will cooperate with any Holder of Registrable Securities
     and take such further action as any Holder of Registrable Securities may
     reasonably request in writing (including, without limitation, making such
     representations as any such Holder may reasonably request), all to the
     extent required from time to time to enable such Holder to sell

                                      -24-
<PAGE>

     Registrable Securities without registration under the Securities Act within
     the limitations of the exemptions provided by Rule 144, Rule 144A or
     Regulation S under the Securities Act and customarily taken in connection
     with sales pursuant to such exemptions. Upon the written request of any
     Holder, the Company shall deliver to such Holder a written statement as to
     whether the Company has duly filed all reports required to be filed by it
     under Section 13 or 15(d) of the Exchange Act during the preceding twelve
     (12) months, unless such a statement has been included in the Company's
     most recent report filed with the SEC pursuant to Section 13 or Section
     15(d) of the Exchange Act.

          (b) During the Effectiveness Period, the Company shall use its
     commercially reasonable efforts to comply with all requirements set forth
     in the instructions to Form F-3 in order to allow the Company to be
     eligible to file registration statements on Form F-3. The Company shall use
     its commercially reasonable efforts to remain eligible, pursuant to Rule
     430B(b), to omit, from the prospectus that is filed as part of a Shelf
     Registration Statement, the identities of selling securityholders and
     amounts of securities to be registered on their behalf.

     8. Underwritten Registrations.

     Notwithstanding anything herein to the contrary, in no event shall
Registrable Securities be offered and sold pursuant hereto through a Shelf
Registration Statement pursuant to an underwritten offering without the prior
written agreement of the Company. No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person's
Registrable Securities on the basis reasonably provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements. The Holders participating in any underwritten offering shall be
responsible for any underwriting discounts and commissions and fees and, subject
to Section 5 hereof, expenses of their own counsel. The Company shall pay all
expenses customarily borne by issuers in an underwritten offering, including but
not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection
with such underwritten offering.

     9. Miscellaneous.

          (a) Remedies. The Company acknowledges and agrees that any failure by
     the Company to comply with its obligations under this Agreement may result
     in material irreparable injury to the Initial Purchasers and the Holders
     for which there is no adequate remedy at law, that it will not be possible
     to measure damages for such injuries precisely and that, in the event of
     any such failure, any Initial Purchaser or Holder may obtain such relief as
     may be required to specifically enforce the Company's obligations under
     this Agreement. The Company further agrees to waive the defense in any
     action for specific performance that a remedy at law would be adequate.
     Notwithstanding the foregoing two sentences, this Section 9(a) shall not
     apply to the subject matter referred to in and contemplated by Section
     2(e).

                                      -25-
<PAGE>

          (b) No Conflicting Agreements. The Company will not, on or after the
     date of this Agreement, enter into any agreement with respect to the
     Company's securities that conflicts with the rights granted to the Holders
     in this Agreement. The Company represents and warrants that the rights
     granted to the Holders hereunder are not in conflict with the rights
     granted to the holders of the Company's securities under any other
     agreements.

          (c) Amendments and Waivers. The provisions of this Agreement,
     including the provisions of this sentence, may not be amended, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given, unless the Company has obtained the written
     consent of Holders of a majority of outstanding Registrable Securities;
     provided, however, that, no consent is necessary from any of the Holders in
     the event that this Agreement is amended, modified or supplemented for the
     purpose of curing any ambiguity, defect or inconsistency that does not
     adversely affect the rights of any Holders. Notwithstanding the foregoing,
     a waiver or consent to depart from the provisions hereof with respect to a
     matter that relates exclusively to the rights of Holders of Registrable
     Securities whose securities are being sold pursuant to a Shelf Registration
     Statement and that does not directly or indirectly affect the rights of
     other Holders of Registrable Securities may be given by Holders of at least
     a majority of the Registrable Securities being sold by such Holders
     pursuant to such Shelf Registration Statement; provided, however, that the
     provisions of this sentence may not be amended, modified, or supplemented
     except in accordance with the provisions of the immediately preceding
     sentence. Each Holder of Registrable Securities outstanding at the time of
     any such amendment, modification, supplement, waiver or consent or
     thereafter shall be bound by any such amendment, modification, supplement,
     waiver or consent effected pursuant to this Section 9(c), whether or not
     any notice, writing or marking indicating such amendment, modification,
     supplement, waiver or consent appears on the Registrable Securities or is
     delivered to such Holder.

          (d) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand delivery, by
     telecopier, by courier guaranteeing overnight delivery or by first-class
     mail, return receipt requested, and shall be deemed given (A) when made, if
     made by hand delivery, (B) upon confirmation, if made by telecopier, (C)
     one (1) Business Day after being deposited with such courier, if made by
     overnight courier or (D) on the date indicated on the notice of receipt, if
     made by first-class mail, to the parties as follows:

               (i) if to a Holder, at the most current address given by such
          Holder to the Company in a Notice and Questionnaire or any amendment
          thereto;

               (ii)  if to the Company, to:

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

                                      -26-
<PAGE>

                     Attention: Chief Financial Officer
                     Telecopy No.: +86-510-8534-4448

               (iii) if to the Initial Purchasers, to:

                     Goldman, Sachs & Co,
                     85 Broad Street, New York, NY 10004
                     Attention: Registration Department
                     Telecopy No.: 212-902-3000

                     with copies to:
                     ABN AMRO  Bank N.V., Hong Kong Branch
                     38th Floor, Cheung Kong Center
                     2 Queen's Road Central
                     Hong Kong
                     Attention: Head of Equity Capital Markets
                     Telecopy No.: +852-2700-5933

                     and

                     UBS Securities LLC
                     229 Park Avenue
                     New York, NY 10171
                     Attention: Syndicate Department
                     Telecopy No.: 212-713-3460


     or to such other address as such person may have furnished to the other
     persons identified in this Section 9(d) in writing in accordance herewith.

          (e) Majority of Registrable Securities. For purposes of determining
     what constitutes holders of a majority of Registrable Securities, as
     referred to in this Agreement, a majority shall mean holders of a majority
     of the Underlying Ordinary Shares that constitute Registrable Securities,
     treating (i) each holder of Notes that constitute Registrable Securities as
     the holder of the Underlying Ordinary Shares represented by the Underlying
     ADSs issuable upon conversion of such Notes as if such Notes were
     convertible solely into ADSs (without regard to the Company's right to
     elect full or partial cash settlement upon conversion of the Notes pursuant
     to the Indenture), and (ii) treating each holder of ADSs (if any) that
     constitute Registrable Securities as the holder of the Underlying Ordinary
     Shares represented by such ADSs.

          (f) Approval of Holders. Whenever the consent or approval of Holders
     of a specified percentage of Registrable Securities is required hereunder,
     Registrable Securities held by the Company or its "affiliates" (as such
     terms is defined in Rule 405) (other than the Initial Purchasers or
     subsequent Holders of Registrable Securities, if the Initial Purchasers or
     such subsequent Holders are deemed to be such affiliates solely by reason
     of their holdings of such Registrable Securities) shall not be counted in

                                      -27-
<PAGE>

     determining whether such consent or approval was given by the Holders of
     such required percentage.

          (g) Third Party Beneficiaries. Each Holder shall be third party
     beneficiary to the agreements made hereunder between the Company, on the
     one hand, and the Initial Purchasers, on the other hand, and shall have the
     right to enforce such agreements directly to the extent it may deem such
     enforcement necessary or advisable to protect its rights hereunder. The
     Trustee shall be entitled to the rights granted to it pursuant to this
     Agreement and shall be bound by the terms hereof.

          (h) Successors and Assigns. Any person who purchases any Covered
     Security from any Initial Purchaser or from any Holder shall be deemed, for
     purposes of this Agreement, to be an assignee of such Initial Purchaser or
     such Holder, as the case may be. This Agreement shall inure to the benefit
     of and be binding upon the respective successors and assigns of each of the
     parties hereto and shall inure to the benefit of and be binding upon each
     Holder of any Covered Security.

          (i) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be original and all of which
     taken together shall constitute one and the same agreement.

          (j) Headings. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (k) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          (l) Severability. If any term, provision, covenant or restriction of
     this Agreement is held to be invalid, illegal, void or unenforceable, the
     remainder of the terms, provisions, covenants and restrictions set forth
     herein shall remain in full force and effect and shall in no way be
     affected, impaired or invalidated thereby, and the parties hereto shall use
     their reasonable best efforts to find and employ an alternative means to
     achieve the same or substantially the same result as that contemplated by
     such term, provision, covenant or restriction, it being intended that all
     of the rights and privileges of the parties shall be enforceable to the
     fullest extent permitted by law.

          (m) Entire Agreement. This Agreement is intended by the parties hereto
     as a final expression of their agreement and is intended to be a complete
     and exclusive statement of the agreement and understanding of the parties
     hereto in respect of the subject matter contained herein and the
     registration rights granted by the Company with respect to the Registrable
     Securities. Except as provided in the Purchase Agreement, there are no
     restrictions, promises, warranties or undertakings, other than those set
     forth or referred to herein, with respect to the registration rights
     granted by the Company with respect to the Registrable Securities. This
     Agreement supersedes all prior agreements and undertakings among the
     parties with respect to such registration rights. No party

                                      -28-
<PAGE>

     hereto shall have any rights, duties or obligations other than those
     specifically set forth in this Agreement.

          (n) Termination. This Agreement and the obligations of the parties
     hereunder shall terminate upon the end of the Effectiveness Period, except
     for any liabilities or obligations under Section 4, Section 5 or Section 6
     hereof and the obligations to make payments of and provide for additional
     interest under Section 2(e) hereof to the extent such additional interest
     accrued prior to the end of the Effectiveness Period and to the extent any
     overdue additional interest accrues in accordance with the last paragraph
     of such Section 2(e), each of which shall remain in effect in accordance
     with its terms.

          (o) Submission to Jurisdiction. Except as set forth below, no
     proceeding, claim, counterclaim or dispute of any kind or nature whatsoever
     arising out of or in any way relating to this Agreement ("Claim") may be
     commenced, prosecuted or continued in any court other than the courts of
     the State of New York located in the City and County of New York or in the
     United States District Court for the Southern District of New York, which
     courts shall have jurisdiction over the adjudication of such matters, and
     the Company hereby consents to the jurisdiction of such courts and personal
     service with respect thereto. The Company hereby consents to personal
     jurisdiction, service and venue in any court in which any Claim arising out
     of or in any way relating to this Agreement is brought by any third party
     against any Initial Purchaser. THE COMPANY, EACH INITIAL PURCHASER AND EACH
     HOLDER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER
     BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR
     RELATING TO THIS AGREEMENT. The Company, each Initial Purchaser and each
     Holder agree that a final judgment in any such Proceeding brought in any
     such court shall be conclusive and binding upon such party and may be
     enforced in any other courts in the jurisdiction of which such party is or
     may be subject, by suit upon such judgment. The Company hereby appoints,
     without power of revocation, CT Corporation System at 111 Eighth Avenue,
     New York, New York 10011, as its agent to accept and acknowledge on its
     behalf service of any and all process which may be served in any Claim.

          (p) 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
     agrees to indemnify the Initial Purchasers against any loss incurred by
     such Initial Purchasers 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 such Initial Purchaser is able to purchase United
     States dollars with the amount of the judgment currency actually received
     by such Initial Purchaser. If the United States dollars so purchased are
     greater than the sum originally due to such Initial Purchaser hereunder,
     such Initial Purchaser agrees to pay to the Company an amount equal to the
     excess of the United States dollars so purchased over the sum originally
     due to such Initial Purchaser hereunder. 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"

                                      -29-
<PAGE>

     shall include any premiums and costs of exchange payable in connection with
     the purchase of or conversion into United States dollars.

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

                                      -30-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


<Table>
<S>                                             <C>
                                                Very truly yours,
                                                SUNTECH POWER HOLDINGS CO., LTD.

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

                         [REGISTRATION RIGHTS AGREEMENT]
<PAGE>

Accepted and agreed to as of the date
first above written:

Goldman Sachs (Asia) L.L.C.

By:/s/ Stephen Wong
   ---------------------------------
   Name: Stephen Wong
   Title: Managing Director


ABN AMRO Bank N.V., Hong Kong Branch

By:/s/ MICHAEL BRACKEN
   ---------------------------------
   Name: MICHAEL BRACKEN
   Title: Managing Director


By:/s/ ALAN TAN
   ---------------------------------
   Name: ALAN TAN
   Title: Executive Director


UBS Securities LLC

By:/s/ EMIR KAYALIOGLU
   ---------------------------------
   Name: EMIR KAYALIOGLU
   Title: DIRECTOR


By:/s/ DANIEL S. HOVERMAN
   ---------------------------------
   Name: DANIEL S. HOVERMAN
   Title: DIRECTOR

                         [REGISTRATION RIGHTS AGREEMENT]