exv4w35






Exhibit 4.35




SECOND SUPPLEMENTAL INDENTURE




     THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June
15, 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 (as amended and supplemented by the Supplemental Indenture, dated as of
May 21, 2009, the “Indenture”) 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 Second Supplemental Indenture by
the parties hereto; and



     WHEREAS, the Company has complied with the requirements under the Indenture to execute this
Second 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. Section 4.09(b) 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 and deletions
are being marked with a strikethrough):


     “(b) The Company shall maintain a Debt to Equity Ratio, as determined as of the last
day of each Fiscal Quarter ending on June 30 of the fiscal year 2010 and thereafter
and December 31 of  the fiscal year 2009 and thereafter, less than or
equal to 1.25 to 1.00, such determination to be made promptly after the Company’s unaudited
financial statements for such Fiscal Quarter have been prepared (but in all events, prior to
or concurrent with the delivery of the certificate required under Section 4.21(b) below).”


     1.2. Section 4.09(c) 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):


     “(c) The Company shall maintain an Debt Service Coverage Ratio, as determined as of the
last day of each Fiscal Quarter ending on June 30 of the fiscal year 2010 and
thereafter and December 31 of  the fiscal year 2009 and thereafter,
for the four Fiscal-Quarter Period ending on such date, greater or equal to 1.00 to 1.00,
such determination to be made promptly after the Company’s unaudited financial statements
for such Fiscal Quarter have been prepared (but in all events, prior to or concurrent with
the delivery of the certificate required under Section 4.21(b) below).”


     1.3. Section 4.21(b) 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):


     “(b) So long as any of the Notes remains outstanding, the Company will provide to the
Trustee within 60 calendar days after the end of the second Fiscal Quarter of the fiscal
year 2010 and thereafter and within 120 calendar days after the end of the fourth Fiscal
Quarter of the Company of the fiscal year 2009 and thereafter, an Officers’
Certificate stating the Debt to Equity Ratio and the Debt Service Coverage Ratio, each as of
the end of the applicable Fiscal Quarter, and showing in reasonable detail the calculation
of such ratios and amounts, including the arithmetic computations of each component of such
ratios and amounts.”

2. Ratification of Indenture; Second 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 Second
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 Second Supplemental Indenture.



5. Counterparts. This Second 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 Second 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 Second Supplemental Indenture to be
duly executed as of the date first above written.


	 	 	 	 	 
	 	YINGLI GREEN ENERGY HOLDING COMPANY LIMITED
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 







 





	 	 	 	 	 
	 	DB TRUSTEES, (HONG KONG) LIMITED

as Trustee

 	 
	 	By:  	/s/
Aric Kay-Russell & Chui Kin Wing Edward	 
	 	 	Name:  	Aric Kay-Russell & Chui Kin Wing Edward	 
	 	 	Title:  	Director/Authorized Signatory