EX-4.8






Exhibit 4.8




SUPPLEMENTAL INDENTURE




     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2009, is
entered into by and between YINGLI GREEN ENERGY HOLDING COMPANY LIMITED, a company incorporated in
the Cayman Islands (hereinafter called the “Company”) and DB TRUSTEES (HONG KONG) LIMITED, a
company incorporated under the laws of Hong Kong, as trustee hereunder (hereinafter called the
“Trustee”). Unless otherwise defined herein, all terms used herein shall have their respective
meanings as defined in the Indenture (as defined below).



WITNESSETH:




     WHEREAS, the Company, Yingli Power Holding Company Ltd. and Mr. Liansheng Miao, as the
guarantors, Yingli Power Holding Company Ltd., as the chargor and the Trustee, as the trustee, have
entered into an Indenture (the “Indenture”), dated as of January 16, 2009, which sets forth the
terms and conditions for the issuance by the Company of 10.0% Guaranteed Senior Secured Convertible
Notes due 2012 (the “Notes”);



     WHEREAS, Section 8.02 of the Indenture provides that with the consent of the holders of a
majority in aggregate principal amount of the Notes at the time outstanding, the Company, when
authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental thereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes
or any term of any other Transaction Document, subject to the conditions set forth therein;



     WHEREAS, the sole holder of the entire aggregate principal amount of the Notes currently
outstanding has consented (the evidence of such consent having been obtained and provided to the
Trustee as required under the Indenture ) to the execution of this Supplemental Indenture by the
parties hereto; and



     WHEREAS, the Company has complied with the requirements under the Indenture to execute this
Supplemental Indenture and, in connection therewith, has provided the Trustee with an Officers’
Certificate and an Opinion of Counsel to the satisfaction of the Trustee.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant
and agree for the equal and ratable benefit of the holders of the Notes as follows:



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1. Amendments to the Indenture. The Indenture is hereby amended as follows:




     1.1. The following is hereby added as a new Section 4.24 of the Indenture:



     “Section 4.24. Issuance or Sale of Common Stock



     At any time after the First Tranche Issue Date, the Company shall not issue or sell its Common
Stock or any securities exercisable or convertible into shares of Common Stock, at a price per
share or exercise or conversion price that is both less than the Current Market Price then in
effect and less than the Conversion Price then in effect (and in the case of subclauses (ii) or
(iii) below, issue or sell Common Stock or any other securities exercisable or convertible into
shares of Common Stock, whose purchase price or exercise or conversion price is both less than the
Current Market Price then in effect and less than the Conversion Price then in effect), except for
(i) the issuance of Common Stock pursuant to the conversion or exercise of convertible or
exercisable securities issued or outstanding on or prior to the First Tranche Issue Date or the
Notes, (ii) the issuance of Common Stock or any other securities exercisable or convertible into
shares of Common Stock pursuant to exercise of stock options granted or reserved under the
Company’s employee stock options existing on the First Tranche Issue Date or adopted thereafter in
the ordinary course of business, or (iii) the issuance, after the First Tranche Issue Date, of
Common Stock or any other securities exercisable or convertible into shares of Common Stock issued
or granted to third-party consultants or employees of the Company and its Subsidiaries under the
Company’s employee stock options plan or pursuant to written contractual arrangements relating to
the compensation for the services rendered to the Company or its Subsidiaries by such consultants
or employees, to the extent that all such shares or securities issued under subclauses (ii) or
(iii) in this Section 4.24, in the aggregate, on a cumulative basis and without double counting, do
not exceed five percent (5%) of the Common Stock of the Company issued and outstanding immediately
prior to such issuance.”



     1.2. Section 15.05(g) of the Indenture shall be deleted in its entirety and replaced with the
following (it being noted that additions thereto are being marked with an underline):



     “On each March 31, June 30, September 30 and December 31 of each year, commencing on
June 30, 2010, the Conversion Rate shall be adjusted to equal the quotient obtained by
dividing (i) $100,000 by (ii) the Trading Reference VWAP (20 Day Backward Looking); provided
that no such adjustment shall be made if the number of shares issuable upon conversion of
the Notes at such adjusted Conversion Rate would be lower than the number of shares issuable
at then existing Conversion Rate (after giving effect to prior adjustments permitted
pursuant to this clause); provided further that any adjustment pursuant to this Section
15.05(g) shall be made only to the extent that the number of shares issuable upon conversion
of each $100,000 principal amount of the Notes at such 



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adjusted Conversion Rate would not exceed 200,000 shares (without giving effect to
adjustments pursuant to this Section 15.05, other than this Section 15.05(g) and Section
15.05(i)).”




     1.3. Section 15.05(h) of the Indenture shall be deleted in its entirely and replaced with the
phrase “[Reserved]”, and any and all references to Section 15.05(h), whether direct or indirect, in
any term, condition, limitation or other provision in the Indenture, are deleted, and such sections
and references shall be of no further force or effect.



     1.4. Section 15.05(i) of the Indenture shall be deleted in its entirety and replaced with the
following (it being noted that additions thereto are being marked with an underline):



     “The Conversion Rate shall be adjusted to the quotient obtained by dividing (i)
$100,000, by (ii) the Trading Reference VWAP (20 Day Forward Looking) as of each of the
following dates: (a) the date the Company releases its earnings results for fiscal year
2008, (b) the date the Company releases its earnings results for the second Fiscal Quarter
2009, and (c) the date the Company releases its earnings results for fiscal year 2009;
provided, that in the event the Company releases or otherwise makes public any preliminary
earnings estimates or any other material financial information with respect to the relevant
periods (whether by filing Form 6-K or otherwise), and the Trading Reference VWAP (20 Day
Forward Looking) as of the date of such release or publication is lower than the otherwise
applicable Trading Reference VWAP (20 Day Forward Looking), the Conversion Rate shall be
adjusted to the quotient obtained by dividing (A) $100,000, by (B) Trading Reference VWAP
(20 Day Forward Looking) as of the date of such release or publication; provided further,
that no such adjustment shall be made if the number of shares issuable upon conversion of
the Notes at such adjusted Conversion Rate would be lower than the number of shares issuable
at then existing Conversion Rate (after giving effect to prior adjustments permitted
pursuant to this clause) ; provided further that any adjustment pursuant to this Section
15.05(i) shall be made only to the extent that the number of shares issuable upon conversion
of each $100,000 principal amount of the Notes at such adjusted Conversion Rate would not
exceed 200,000 shares (without giving effect to adjustments pursuant to this Section 15.05,
other than Section 15.05(g) and this Section 15.05(i)).”


2.           Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is ratified and confirmed in all respects and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.




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3.           Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



4.           Trustee Makes No Representation. The Trustee makes no representation as to the validity
or sufficiency of this Supplemental Indenture.



5.           Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.



6.           Effect of Headings. The headings of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.




[Signature page(s) to follow]





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



	 	 	 	 	 
	 	YINGLI GREEN ENERGY HOLDING
COMPANY LIMITED

 	 
	 	By:  	/s/ Zongwei Li
 	 
	 	 	Name: 	Zongwei Li	 
	 	 	Title: 	Chief Financial Officer 	 
	 
	 	DB TRUSTEES, (HONG KONG) LIMITED

as Trustee

 	 
	 	By:  	/s/ Chiu Kin Wing Edward
 	 
	 	 	/s/ Kenny Kin Ming Lam	 
	 	 	Name: 	Chiu Kin Wing Edward

Kenny Kin Ming Lam
	 
	 	 	Title: 	Authorised Signatory 	 
	 




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