---



##### 



TABLE
OF CONTENTS
 Page
 
 Section 1.1.
    
    Definitions
    
    
    1Section 1.2.
    
    Rules of Construction
    
    
    33
 
 Section 2.1.
    
    Form and Dating
    
    
    34Section 2.2.
    
    Execution and Authentication
    
    
    35Section 2.3.
    
    Registrar and Paying and Transfer Agent
    
    
    36Section 2.4.
    
    Paying and Transfer Agent to Hold Money in Trust
    
    
    36Section 2.5.
    
    Holder Lists
    
    
    36Section 2.6.
    
    Global Note Provisions
    
    
    37Section 2.7.
    
    Legends
    
    
    38Section 2.8.
    
    Registration; Transfer and Exchange
    
    
    38Section 2.9.
    
    Mutilated, Destroyed, Lost or Stolen Notes
    
    
    39Section 2.10.
    
    Temporary Notes
    
    
    40Section 2.11.
    
    Cancellation
    
    
    40Section 2.12.
    
    Defaulted Interest
    
    
    40Section 2.13.
    
    Additional Notes
    
    
    41Section 2.14.
    
    Identification Numbers
    
    
    42
 
 Section 3.1.
    
    Payment of Notes
    
    
    42Section 3.2.
    
    Maintenance of Office or Agency
    
    
    43Section 3.3.
    
    Corporate Existence
    
    
    43Section 3.4.
    
    Payment of Taxes and Other Claims
    
    
    43Section 3.5.
    
    Compliance Certificate
    
    
    44Section 3.6.
    
    Further Instruments and Acts
    
    
    44Section 3.7.
    
    Waiver of Stay, Extension or Usury Laws
    
    
    44Section 3.8.
    
    Limitation on Indebtedness and Preferred Stock
    
    
    44Section 3.9.
    
    Limitation on Restricted Payments
    
    
    47Section 3.10.
    
    Limitation on Issuances of Guarantees by Restricted Subsidiaries
    
    
    52Section 3.11.
    
    Limitation on Asset Sales
    
    
    52Section 3.12.
    
    Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries
    
    
    55Section 3.13.
    
    Limitation on Designation of Unrestricted Subsidiaries
    
    
    56Section 3.14.
    
    Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    58Section 3.15.
    
    Limitation on Liens
    
    
    59
 i




---



##### 



Section 3.16.
    
    Limitation on Sale and Leaseback Transactions
    
    
    60Section 3.17.
    
    Limitation on Transactions with Affiliates
    
    
    60Section 3.18.
    
    Anti-Layering
    
    
    61Section 3.19.
    
    Governmental Approvals and Licenses; Compliance with Law
    
    
    62Section 3.20.
    
    Limitation on the Companys Business Activities
    
    
    62Section 3.21.
    
    Use of Proceeds
    
    
    62Section 3.22.
    
    Provision of Financial Statements and Reports
    
    
    62Section 3.23.
    
    No Payments for Consent
    
    
    63Section 3.24.
    
    Additional Amounts
    
    
    65Section 3.25.
    
    Repurchase of Notes Upon a Change of Control
    
    
    66Section 3.26.
    
    Suspension of Certain Covanents
 
 Section 4.1.
    
    Merger, Consolidation and Sale of Assets
    
    
    66
 
 Section 5.1.
    
    Optional Redemption
    
    
    70Section 5.2.
    
    Optional Redemption for Taxation Reasons
    
    
    70Section 5.3.
    
    Election to Redeem
    
    
    71Section 5.4.
    
    Notices to Trustee
    
    
    71Section 5.5.
    
    Notice of Redemption
    
    
    71Section 5.6.
    
    Selection of Notes to Be Redeemed in Part
    
    
    72Section 5.7.
    
    Deposit of Redemption Price
    
    
    73Section 5.8.
    
    Notes Payable on Redemption Date
    
    
    73Section 5.9.
    
    Unredeemed Portions of Partially Redeemed Note
    
    
    73
 
 Section 6.1.
    
    Events of Default
    
    
    74Section 6.2.
    
    Acceleration
    
    
    75Section 6.3.
    
    Other Remedies
    
    
    76Section 6.4.
    
    Waiver of Past Defaults
    
    
    76Section 6.5.
    
    Control by Majority
    
    
    77Section 6.6.
    
    Limitation on Suits
    
    
    77Section 6.7.
    
    Rights of Holders to Receive Payment
    
    
    77Section 6.8.
    
    Collection Suit by Trustee
    
    
    77Section 6.9.
    
    Trustee May File Proofs of Claim, etc
    
    
    78Section 6.10.
    
    Priorities
    
    
    78Section 6.11.
    
    Undertaking for Costs
    
    
    78
 ii




---



##### 



Section 7.1.
    
    Duties of Trustee and Agents
    
    
    79Section 7.2.
    
    Rights of Trustee
    
    
    80Section 7.3.
    
    Individual Rights of Trustee
    
    
    81Section 7.4.
    
    Trustees Disclaimer
    
    
    82Section 7.5.
    
    Notice of Defaults
    
    
    82Section 7.6.
    
    Reports by Trustee to Holders
    
    
    82Section 7.7.
    
    Compensation and Indemnity
    
    
    82Section 7.8.
    
    Replacement of Trustee
    
    
    83Section 7.9.
    
    Successor Trustee by Merger
    
    
    84Section 7.10.
    
    Eligibility; Disqualification
    
    
    85
 
 Section 8.1.
    
    Legal Defeasance and Covenant Defeasance
    
    
    85Section 8.2.
    
    Conditions to Defeasance
    
    
    86Section 8.3.
    
    Application of Trust Money
    
    
    87Section 8.4.
    
    Repayment to Company
    
    
    88Section 8.5.
    
    Indemnity for U.S. Government Obligations
    
    
    88Section 8.6.
    
    Reinstatement
    
    
    88Section 8.7.
    
    Satisfaction and Discharge
    
    
    88
 
 Section 9.1.
    
    Without Consent of Holders
    
    
    89Section 9.2.
    
    With Consent of Holders
    
    
    90Section 9.3.
    
    Revocation and Effect of Consents and Waivers
    
    
    91Section 9.4.
    
    Notation on or Exchange of Notes
    
    
    91Section 9.5.
    
    Trustee to Sign Amendments and Supplements
    
    
    92
 
 Section 10.1.
    
    Subsidiary Guarantees
    
    
    92Section 10.2.
    
    Limitation on Liability; Termination, Release and Discharge
    
    
    94Section 10.3.
    
    Right of Contribution
    
    
    95Section 10.4.
    
    No Subrogation
    
    
    96Section 10.5.
    
    Future Subsidiary Guarantees
    
    
    96
 
 Section 11.1.
    
    Trust Indenture Act Controls
    
    
    97Section 11.1A
    
    Ranking
    
    
    97Section 11.2.
    
    Notices
    
    
    97
 iii




---



##### 



Section 11.3.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    99Section 11.4.
    
    Statements Required in Certificate or Opinion
    
    
    99Section 11.5.
    
    Rules by Trustee, Paying and Transfer Agent and Registrar
    
    
    100Section 11.6.
    
    Payment Date Other Than a Business Day
    
    
    100Section 11.7.
    
    Governing Law, Etc
    
    
    100Section 11.8.
    
    No Recourse Against Others
    
    
    101Section 11.9.
    
    Successors
    
    
    102Section 11.10.
    
    Duplicate and Counterpart Originals
    
    
    102Section 11.11.
    
    Severability
    
    
    102Section 11.12.
    
    Currency Indemnity
    
    
    102Section 11.13.
    
    Table of Contents; Headings
    
    
    103
 SCHEDULE I
    
    SUBSIDIARY GUARANTORS
    1EXHIBIT A
    
    FORM OF NOTE
    1EXHIBIT B
    
    FORM OF SUPPLEMENTAL INDENTURE FOR FUTURE SUBSIDIARY GUARANTEE
    1EXHIBIT C
    
    FORM OF COMPLIANCE CERTIFICATE
    1
 iv




---



##### 



Company Trustee
  ARTICLE I
 DEFINITIONS AND INCORPORATION BY REFERENCE
 Definitions
 Acquired Indebtedness
 Additional Amounts Section 3.24
 Additional Note Board Resolutions Section
2.13(b)
 Additional Note Supplemental Indenture Article IX
 Additional Notes Section 2.13
 Affiliate provided




---



##### 



Affiliate Transaction Section 3.17(a)
 Agents
 Applicable Premium
 (1)
    
    1 .0% of the then Outstanding principal amount of the Notes;
and(2)
    
    the excess of (a) the present value at such redemption date
of the principal amount of the Notes, plus all required remaining scheduled
interest payments due on the Notes through the maturity date (but excluding
accrued and unpaid interest to the redemption date), computed using a discount
rate equal to 2.5%; over (b) the principal amount of such Notes on such
redemption date.
 Asset Acquisition
    Asset Disposition
 Asset Sale
  2




---



##### 



Section 4.1
   Section 3.11 Section 3.9
   Asset Sale Offer Section 3.11(c)
 Asset Sale Offer Amount Section 3.11(c)
 Asset Sale Offer Notice Section 3.11(c) th
 Section 3.11(c)
    3




---



##### 



Section 3.11(c)
 Asset Sale Offer Payment Date Section
3.11(c)
 Asset Sale Transaction
 Attributable Indebtedness
 Authenticating Agent Section 2.2(b)
 Authorized Agent Section 11.7(c)
 4




---



##### 



Authorized Representative Section 2.2(a)
 Board of Directors
 Board Resolution
 Business Day
 Capital Stock
     Capitalized Lease Obligations
 Cash Equivalents
   5




---



##### 



CDB
 Certificated Note Exhibit A
 Change of Control
   6




---



##### 



Change of Control Notice Section 3.25(a)
 Section
3.25(a)
     7




---



##### 



Section 3.25(a)
 Change of Control Offer Section 3.25(a)
 Change of Control Payment Section 3.25(a)
 Change of Control Payment Date Section
3.25(a)
 Clearstream
 Code
 Commodity Agreement
 8




---



##### 



Common Depositary
 Common Stock
 Company Article IV
 Company Order Section 2.2(c)
 Consolidated Assets
 Consolidated EBITDA
     less
  9




---



##### 



Consolidated Fixed Charge Coverage Ratio  Four Quarter Period pro forma
   10




---



##### 



Consolidated Fixed Charges
 plus
 except
 Consolidated Income Tax Expense
 Consolidated Interest Expense
  11




---



##### 



Consolidated Net Income provided
   (C) Section 3.9(a)
  Section 4.1
 12




---



##### 



Consolidated Net Worth
 Consolidated Non-cash Charges
 Corporate Trust Office
 13




---



##### 



Covenant Defeasance Section 8.1(c)
 Currency Agreement
 Default
 Defaulted Interest Section 2.12
 Designation Section 3.13
 Designation Amount Section 3.13
 Disqualified Capital Stock rd provided rd
   Dollar Equivalent
 ECOFIN Section 3.2(e)
 Equity Offering
 14




---



##### 



Euroclear
 Event of Default Section 6.1(a)
 Exchange Act
 Fair Market Value provided
 Forex Business Day
 Four Quarter Period
 Future Subsidiary Guarantee Section 10.5
 Future Subsidiary Guarantor Section 10.5
 Global Note Exhibit
A
 Guarantee
   provided Guarantee Guarantee
 Guaranteed Obligations Section 10.1(a)
 15




---



##### 



Hedging Obligations
 Holder
 Incur Incurrence Incurred Incurring
 Indebtedness
 (1)
    
    the principal amount (or, if less, the accreted value) of all
obligations of such Person for borrowed money;(2)
    
    the principal amount (or, if less, the accreted value) of all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;(3)
    
    all Capitalized Lease Obligations and all Attributable
Indebtedness of such Person;(4)
    
    all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of
business that are not overdue by 90 days or more or are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted);(5)
    
    all letters of credit, bankers acceptances or similar credit
transactions, including reimbursement obligations in respect thereof;(6)
    
    Guarantees and other contingent obligations of such Person in
respect of Indebtedness referred to in clauses (1) through (5) above and
clauses (8), (9) and (10) below;(7)
    
    all Indebtedness of any other Person of the type referred to in
clauses (1) through (6) which is secured by any Lien on any property or asset
of such Person, the amount of such Indebtedness being deemed to be the lesser
of the Fair Market Value of such property or asset or the amount of the
Indebtedness so secured;(8)
    
    all obligations under Hedging Obligations of such Person;(9)
    
    all liabilities recorded on the balance sheet of such Person in
connection with a sale or other disposition of accounts receivables and related
assets; and
 16




---



##### 



(10)
    
    all Disqualified Capital Stock issued by such Person with the
amount of Indebtedness represented by such Disqualified Capital Stock being
equal to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any;
provided, that:
 (a)
    
    if the Disqualified Capital Stock does not have
a fixed repurchase price, such maximum fixed repurchase price will be
calculated in accordance with the terms of the Disqualified Capital
Stock as if the Disqualified Capital Stock were purchased on any date
on which Indebtedness will be required to be determined pursuant to
this Indenture, and(b)
    
    if the maximum fixed repurchase price is based
upon, or measured by, the fair market value of the Disqualified Capital
Stock, the fair market value will be the Fair Market Value thereof.
  Indenture
 Independent Financial Advisor
 Independent Investment Bank
 Interest Payment Date Exhibit A
 Interest Rate Agreement
 Investment
  17




---



##### 



Investment Invest Investing Invested
 Section 3.9
 Investment Grade
 Investment Return
 18




---



##### 



Section 3.9
 Issue Date
 Issue Date Notes
 Legal Defeasance Section 8.1(b)
 Lien
 Maturity Date
 Moodys
 Net Cash Proceeds
  19




---



##### 



Non-Guarantor Subsidiaries
 Non-PRC Restricted Subsidiary
 Note Register Section 2.3(a)
 Notes
 Obligations
 20




---



##### 



Offering Memorandum
 Officer
 Officers Certificate
 Opinion of Counsel
 Outstanding except
  provided
 Section 2.9 bona
fide
 Article VIII Article VIII
 provided, however,
 21




---



##### 



Paying and Transfer Agent Section 2.3(a)
 Payment Date Section 3.1(a)
 Permitted Business
 Permitted Holders
 Permitted Indebtedness Section 3.8(b)
 Permitted Investments
 (1)
    
    any Investment or a series of Investments pursuant to a Staged
Acquisition Agreement in any Person that is, or that results in any Person
becoming, immediately after such Investment or Investments, a Restricted
Subsidiary that is primarily engaged in a Permitted Business or constituting a
merger or consolidation of such Person into the Company or with or into a
Restricted Subsidiary that is primarily engaged in a Permitted Business;(2)
    
    Investments by any Restricted Subsidiary in the Company;(3)
    
    Investments in cash and Cash Equivalents;(4)
    
    any extension, modification or renewal of any Investments
existing as of the Issue Date (but not Investments involving additional
advances, contributions or other investments of cash or property or other
increases thereof, other than as a result of the accrual or accretion of
interest or original issue discount or payment-in-kind pursuant to the terms of
such Investment as of the Issue Date);(5)
    
    Investments permitted pursuant to Section 3.17(b)(ii)
or 3.17(b)(v) ;(6)
    
    Investments received as a result of the bankruptcy or
reorganization of any Person or taken in settlement of or other resolution of
claims or disputes, and, in each case, extensions, modifications and renewals
thereof;(7)
    
    Investments made by the Company or its Restricted Subsidiaries
as a result of non-cash consideration permitted to be received in connection
with an Asset Sale made in compliance with Section 3.11;
 22




---



##### 



(8)
    
    Investments in the form of Hedging Obligations permitted under
Section 3.8(b)(iv);(9)
    
    receivables owing to the Company or any Restricted Subsidiary,
if created or acquired in the ordinary course of business and payable and
dischargeable in accordance with customary trade terms;(10)
    
    pledges or deposits (a) with respect to leases or utilities
provided to third parties in the ordinary course of business or (b) otherwise
described in the definition of Permitted Liens or made in connection with
Liens permitted under Section 3.15;(11)
    
    payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses in
accordance with U.S. GAAP;(12)
    
    deposits made in order to comply with statutory or regulatory
obligations to maintain deposits for workers compensation claims and other
purposes specified by statute or regulation from time to time in the ordinary
course of business; and(13)
    
    advances to contractors and suppliers for the acquisition of
assets or consumables or services in the ordinary course of business that are
recorded as deposits or prepaid expenses on the Companys consolidated balance
sheet.
 Permitted Liens
 (1)
    
    statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, material-men, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as required by U.S. GAAP have been made in
respect thereof;(2)
    
    Liens Incurred or deposits made in the ordinary course of
business in connection with workers compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);(3)
    
    Liens upon specific items of inventory or other goods and
proceeds of any Person securing such Persons obligations in respect of
bankers acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;
 23




---



##### 



(4)
    
    Liens securing reimbursement obligations with respect to
commercial letters of credit which encumber documents and/or property relating
to such letters of credit and products and proceeds thereof;(5)
    
    Liens encumbering deposits made to secure obligations arising
from statutory, regulatory, contractual, or warranty requirements of the
Company or a Restricted Subsidiary, including rights of offset and set-off;(6)
    
    Liens securing Hedging Obligations that relate to Indebtedness
that is Incurred in accordance with Section 3.8 secured by a Permitted
Lien granted under another subclause of this definition to the extent such
Hedging Obligations secured by the same assets as secure other Indebtedness;(7)
    
    Liens existing on the Issue Date and Liens to secure any
Refinancing Indebtedness which is Incurred to Refinance any Indebtedness below
which has been secured by a Lien permitted under the covenant described under
Section 3.15 not incurred pursuant to clause (9), (10) or (11) and
which Indebtedness has been Incurred in accordance with Section 3.8;
provided, that such new Liens:
 (a)
    
    are no less favorable to the Holders of Notes
and are not more favorable to the lienholders with respect to such
Liens than the Liens in respect of the Indebtedness being Refinanced
and(b)
    
    do not extend to any property or assets other
than the property or assets securing the Indebtedness Refinanced by
such Refinancing Indebtedness;
 (8)
    
    Liens securing Acquired Indebtedness Incurred in accordance
with Section 3.8 not incurred in connection with, or in anticipation or
contemplation of, the relevant acquisition, merger or consolidation; provided,
that
 (a)
    
    such Liens secured such Acquired Indebtedness
at the time of and prior to the Incurrence of such Acquired
Indebtedness by the Company or a Restricted Subsidiary and were not
granted in connection with, or in anticipation of the Incurrence of
such Acquired Indebtedness by the Company or a Restricted Subsidiary
and(b)
    
    such Liens do not extend to or cover any
property of the Company or any Restricted Subsidiary other than the
property that secured the Acquired Indebtedness prior to the time such
Indebtedness became Acquired Indebtedness of the Company or a
Restricted Subsidiary and are no more favorable to the lienholders than
the Liens securing the Acquired Indebtedness prior to the Incurrence
 24




---



##### 



of such Acquired Indebtedness by the Company or a Restricted
Subsidiary;
 (9)
    
    Liens securing Purchase Money Indebtedness or Capitalized Lease
Obligations that are Incurred in accordance with Section 3.8(b)(ix) to
finance the acquisition, construction or leasing of property of the Company or
a Restricted Subsidiary used in a Permitted Business; provided, that:
 (a)
    
    the related Purchase Money Indebtedness does
not exceed the acquisition or construction cost of such property and is
not be secured by any property of the Company or any Restricted
Subsidiary other than the property so acquired or constructed, and(b)
    
    the Lien securing such Indebtedness will be
created no later than 180 days after the acquisition of such property
or completion of such construction;
 (10)
    
    Liens on assets or property (including Capital Stock) existing
at the time of acquisition of the assets or property by the Company or any
Restricted Subsidiary; providedthat such Liens (a) were in existence prior to
such acquisition and not incurred in anticipation or contemplation of, or in
connection with, such acquisition and (b) do not extend to any other assets or
property of the Company or any Restricted Subsidiary;(11)
    
    the pledge of 15% of the total equity interest of Jiangxi LDK
Solar Hi-Tech Co., Ltd. to be granted to the Polysilicon Investors pursuant to
the Polysilicon Subscription Agreement;(12)
    
    the pledge of the Capital Stock of Solar Power Inc. held by LDK
Solar USA, Inc. to the commercial bank to finance the acquisition by LDK Solar
USA, Inc. of such Capital Stock, and the pledge by the Company to such
commercial bank of its shareholder loan due from LDK Solar USA, Inc. (resulting
from the Companys on-lending of its loan proceeds borrowed from such
commercial bank) to finance the acquisition of Capital Stock of Solar Power,
Inc. by LDK Solar USA, Inc.;(13)
    
    Liens granted by the Company or a Restricted Subsidiary to or
for the benefit of CDB or its Affiliates to secure financing in an amount not
to exceed 10% of Total Assets; and(14)
    
    Liens granted by a Project Company to secure financing for the
construction and development of a solar power project by that Project Company.
 provided Section 3.8
 25




---



##### 



Permitted Subsidiary Indebtedness Section 3.8(b) provided
 Person
 Polysilicon Investors Section 3.8(b)(xiii)
 Polysilicon Group
 Polysilicon Restructuring
 Polysilicon Subscription Agreement
 Post-Petition Interest
 PRC
 26




---



##### 



PRC CJV
 PRC CJV Partner
 PRC Non-Guarantor Subsidiaries
 Preferred Stock
 Principal Office
 Private Placement Legend Section 2.7
 Project Company
 Public Indebtedness
 Purchase Money Indebtedness provided
 Qualified Capital Stock
 27




---



##### 



Qualified Exchange
 Qualified IPO
 Qualified Non-Guarantor Subsidiary Section
10.5(b)
 Rate Calculation Date
 Rating Agencies
 Rating Category
 Record Date Exhibit A
 Redemption Date
 Reference Dealers
 Registrar
 Refinance Refinanced Refinancing
 28




---



##### 



Refinancing Indebtedness
 provided however Section
3.8
         Relevant Jurisdiction Section 3.24
 29




---



##### 



Restricted Payment Section 3.9(a)
 Renminbi RMB
 Responsible Officer
 Restricted Subsidiary
 Restructuring Group
 Revocation Section 3.13
 S&P
 Sale and Leaseback Transaction
 Securities Act
 Senior Indebtedness
 SGX-ST Section 3.2(c)
 Special Record Date Section 2.12(a)
 Spot Rate
 30




---



##### 



Staged Acquisition Agreement
 Stated Maturity
 Subordinated Indebtedness
 Subsidiary
 Subsidiary Guarantee
 Subsidiary Guarantor Schedule I
 31




---



##### 



Successor Company Section 4.1
 Taxes Section 3.24
 Total Assets provided Section 3.8(a) Section 3.8(b)(ix)
 Trustee
 Unrestricted Subsidiary Section 3.13 Section 3.13
 U.S. Dollars US$
 U.S. Dollar Settlement Amount
 U.S. Legal Tender
 U.S. Government Obligations provided
 32




---



##### 



Voting Stock
 Weighted Average Life to Maturity
     Wholly Owned Restricted Subsidiary provided
 Rules of Construction
       33




---



##### 



ARTICLE II
 THE NOTES
 Form and Dating Schedule I Exhibit A
 Exhibit A
  Section
2.6(c) Section
2.11
 34




---



##### 



Execution and Authentication Authorized Representative
 Authenticating Agent
 Company Order
 Article IV Section 2.2
 35




---



##### 



Registrar and Paying and Transfer Agent Paying
and Transfer Agent Note Register
 Section
7.7
 Section 2.3(a)
  Paying and Transfer Agent to Hold Money in Trust Section 2.4
 Holder Lists
 36




---



##### 



Global Note Provisions
 Exhibit A
         37




---



##### 



Section 2.6(c) Section 2.6(c) Section
6.6
 Legends Exhibit A
 Registration; Transfer and Exchange Article II provided
 Article II
    38




---



##### 



Section 2.7 Section 2.8
 Article II
 Mutilated, Destroyed, Lost or Stolen Notes
    Section 2.9 Section 2.9(b)
 Section 2.9
 39




---



##### 



Temporary Notes
 Cancellation
 Defaulted Interest Defaulted Interest Section 2.12(a) (b)
 Special Record Date Section 2.12(a)
 40




---



##### 



Section 2.12(b)
 Section 2.12(b)
 Additional Notes Additional Notes
      Additional
Note Board Resolutions
   41




---



##### 



Identification Numbers provided
 ARTICLE III
 COVENANTS
 Payment of Notes Payment Date Section 3.1(a)
 Section 3.24
  42




---



##### 



Maintenance of Office or Agency Section 2.3
  SGX-ST
  ECOFIN
 Corporate Existence Article IV
 Payment of Taxes and Other Claims
 43




---



##### 



provided, however,
 Compliance Certificate
 Further Instruments and Acts
 Waiver of Stay, Extension or Usury Laws
 Limitation on Indebtedness and Preferred Stock
 44




---



##### 



Permitted Indebtedness
  provided
 provided
  provided provided further, however
 provided
 45




---



##### 



provided, however,
 provided
 provided
   46




---



##### 



Section 3.8 Section
3.8 provided Section 3.8(b)
 Section 3.8
 Limitation on Restricted Payments
 Restricted Payment
 47




---



##### 



pro rata
 pro
rata
 Permitted Indebtedness
    Section 3.8(a)
   48




---



##### 



plus
 excluding Section
3.9(b)(ii) 3.9(b)(iii) plus
 plus
  49




---



##### 



Section 3.9 plus
   Section 3.9(a)
    provided, Section 3.9(a)(iv)(C)(2)
    50




---



##### 



provided Section 3.9(a)(iv)(C)(2)
    provided
  Section 3.13 Section 3.9(a)(iv)(C)
 51




---



##### 



Section 3.9
 Section 3.9
 Limitation on Issuances of Guarantees by Restricted Subsidiaries Section 3.8(b) provided, however provided, further
 Limitation on Asset Sales
  Section 3.11
  52




---



##### 



Section 3.8(a)
    Section 3.11(b)(i) 3.11(b)(ii) Asset Sale Offer Asset Sale Offer Amount pro rata pro rata
 53




---



##### 



Section 3.11
 Section
3.11
 th Asset
Sale Offer Payment Date
     pro rata
 54




---



##### 



Section 3.11 Section 3.11
  Section 4.1 Section 3.11 Section
3.11 Section 3.11
 Section 3.11
 Limitation on the Issuance and Sale of Capital Stock of Restricted
Subsidiaries
 Section 3.9 provided Section 3.11
 provided
 55




---



##### 



Section 3.11
 Limitation on Designation of Unrestricted Subsidiaries Designation
  Section 3.8(a) ;
 Section
3.9(a) Designation Amount provided
  Section 3.13(c) Section 3.13
  Section 3.13(b)
 56




---



##### 



Section 3.17
 Section 3.8
 Section
3.13(a)
     Revocation
    57




---



##### 



Section 10.1 Section 10.2
  Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.
      provided
  58




---



##### 



provided
  provided
 Limitation on Liens
    59




---



##### 



Limitation on Sale and Leaseback Transactions provided
 Section
3.8 Section 3.15
  Section
3.11
 Limitation on Transactions with Affiliates Affiliate Transaction
    60




---



##### 



Section 3.9
    Anti-Layering
 61




---



##### 



Governmental Approvals and Licenses; Compliance with Law
 Limitation on the Companys Business Activities provided, however Section 3.9 Section
3.13(a)
 Use of Proceeds
 Provision of Financial Statements and Reports. provided
  62




---



##### 



No Payments for Consent
 Additional Amounts Taxes Additional Amounts
  63




---



##### 



Relevant Jurisdiction
        64




---



##### 



Repurchase of Notes Upon a Change of Control Change of Control Payment
 Change of Control Offer Change
of Control Payment Date
      Section 3.25
 65




---



##### 



Section 3.25 Section 3.25
 Suspension of Certain Covenants Suspension Event Section 3.8 Section 3.9 Section
3.10 Section 3.11 Section 3.12 Section 3.14 Section 3.16 Section 3.20
 Section 3.13
 Section 3.9
 ARTICLE
IV
 SUCCESSOR COMPANY
 Merger, Consolidation and Sale of Assets
 66




---



##### 



Successor Company
   ro forma
  Section 3.8(a)
 pro forma
 67




---



##### 



Section 4.1
  Section 4.1(a)
 Section 4.1(a) Section 4.1(a) Section 3.25
   68




---



##### 



pro forma
  Section 3.8(a)
  provided Section 3.11 Section 10.2
  69




---



##### 



ARTICLE V
 OPTIONAL REDEMPTION OF NOTES
 Optional Redemption
  provided
 Optional Redemption for Taxation Reasons provided
 70




---



##### 



Section
5.2(a)
 Section 5.2(a)
    Election to Redeem Section 5.1 Section 5.2
 Notices to Trustee Section 5.1 Section 5.2
 Notice of Redemption Section 11.2
   Section 5.8
 71




---



##### 



Section 5.8
   provided however Section 5.5(b)
 Selection of Notes to Be Redeemed in Part pro rata provided, however, pro rata pro rata Section 5.6
 72




---



##### 



Deposit of Redemption Price
 Notes Payable on Redemption Date Article V
 Unredeemed Portions of Partially Redeemed Note provided
 73




---



##### 



ARTICLE VI
 DEFAULTS AND REMEDIES
 Events of Default Event of
Default
   Section
3.15 Section 4.1 Section 3.11 Section 3.25
        74




---



##### 



Acceleration
 Section
6.1(a)(7) Section 6.1(a)(8) Section
6.1(a)(7) Section
 75




---



##### 



6.1(a)(8)
 Section 6.2(a)
      Other Remedies
 Article
VI
  Waiver of Past Defaults
 76




---



##### 



Control by Majority Sections 7.1 7.2
  Limitation on Suits
      provided
 Rights of Holders to Receive Payment Section 6.6
 Collection Suit by Trustee Section 6.1(a)(1) (a)(2) Section 7.7
 77




---



##### 



Section 6.8
 Trustee May File Proofs of Claim, etc
 
  Section
7.7
  Priorities Article VI
 Section 7.7
   Article X
 Section 6.10
 Undertaking for Costs
 78




---



##### 



Section 6.11 Section 6.7
 ARTICLE VII
 TRUSTEE
 Duties of Trustee and Agents
     Section
7.1
  Section
6.2 6.4 6.5
  79




---



##### 



Article VII
  Section 7.1
  Rights of Trustee Section 7.1
   80




---



##### 



Article X
  Individual Rights of Trustee Section 7.1
 81




---



##### 



Trustees Disclaimer
   Notice of Defaults
 Notice of Listing
 Compensation and Indemnity Section
7.7
 82




---



##### 



Section 7.7
 Section 7.7 Section 7.7
 Section 7.7 Section 6.1(a)(7) Section 6.1(a)(8) provided however Section 7.7 Section 6.10
 Replacement of Trustee
 Section 7.10
 83




---



##### 



Section 7.7
  Section 7.10
 Section 7.8 Section 7.7
 Successor Trustee by Merger provided Section 7.10
  84




---



##### 



Eligibility; Disqualification
 ARTICLE VIII
 DEFEASANCE; DISCHARGE OF INDENTURE
 Legal Defeasance and Covenant Defeasance
 Section 8.1(b) (c) Section 8.2
 Section 8.1 Section 8.2 Section 8.2 Section 8.2(d) Legal Defeasance Section 8.3 Section 8.1(b)(i) (ii)
 Section 8.3
 Sections 2.3, 2.4,
2.8, 2.9 and 2.10 Section 3.2
  Article VIII
 Article VIII
 Section 8.2
 85




---



##### 



Article III Section 3.18 3.19 4.1(a)(ii) 4.1(a)(iii) 4.1(a)(v) 4.1(b)(ii), 4.1(b)(iii) Covenant Defeasance Sections 6.1(a)(3)(i) 6.1(a)(3)(ii) 6.1(a)(4) 6.1(a)(5) 6.1(a)(6)
 Conditions to Defeasance
      86




---



##### 



Section 3.8
      Application of Trust Money Article VIII
 87




---



##### 



Repayment to Company Article
VIII
  Indemnity for U.S. Government Obligations
 Reinstatement Article
VIII Article VIII Article VIII provided, however
 Satisfaction and Discharge
  88
      ARTICLE IX
 AMENDMENTS
 Without Consent of Holders
  Article IV
   Section 2.13 Section 2.13
   89
         Section 9.1 Section 9.1
 With Consent of Holders Section 6.4
       90
       Section 4.1
 Section 3.24
  Section 9.2
 Section 9.2 Section 9.2
 Revocation and Effect of Consents and Waivers Article IX Section 9.2
 Section 9.3(a)
 Notation on or Exchange of Notes
 91




---



##### 



Trustee to Sign Amendments and Supplements Article IX Sections 7.1 7.2
 ARTICLE X
 SUBSIDIARY GUARANTEES
 Subsidiary Guarantees Guaranteed Obligations Section 10.1
     92
             Section 10.2
     provided
 93




---



##### 



Limitation on Liability; Termination, Release and Discharge
  ter th
 capitaux propres comptes annuels
 94




---



##### 



capitaux propres comptes
annuels abus des biens sociaux
   Section 8.1
 Sections 3.11 3.12 4.1
 Section 3.13
 provided
  Section 10.2
 Right of Contribution
 95




---



##### 



Section 10.3
 No Subrogation
 Future Subsidiary Guarantees Future Subsidiary Guarantor Future Subsidiary Guarantee Exhibit B provided, however Section 10.2
 provided Qualified Non-Guarantor
Subsidiaries
 96




---



##### 



Section 10.2 Section 10.5 provided provided further
 ARTICLE XI
 MISCELLANEOUS
 Trust Indenture Act Controls
 Ranking .
 Notices
    97




---



##### 



98




---



##### 



Certificate and Opinion as to Conditions Precedent
   Statements Required in Certificate or Opinion
  99




---



##### 



Rules by Trustee, Paying and Transfer Agent and Registrar
 Payment Date Other Than a Business Day
 Governing Law, Etc
    100




---



##### 



Authorized Agent
  Section 11.7
 No Recourse Against Others
 101




---



##### 



Successors
 Duplicate and Counterpart Originals
 Severability
 Currency Indemnity
 Section
11.12
 Section
11.12
 102




---



##### 



Table of Contents; Headings
 103




---



##### 



LDK Solar Co., Ltd.By:
    /s/Xiaofeng PengName:
    Xiaofeng PengTitle:
    Chief Executive OfficerLDK Solar USA, Inc., as Subsidiary GuarantorBy:
    /s/Xiaofeng PengName:
    Xiaofeng PengTitle:
    DirectorLDK Solar International Company Limited, as Subsidiary GuarantorBy:
    /s/Xiaofeng PengName:
    Xiaofeng PengTitle:
    Director 104




---



##### 



LDK Solar Europe Holding S.A., as Subsidiary GuarantorBy:
    /s/Xiaofeng PengName:
    Xiaofeng PengTitle:
    DirectorLDK Service Italia S.R.L., as Subsidiary GuarantorBy:
    /s/Mario ZenName:
    Mario ZenTitle:
    DirectorLDK Trading Service Germany GmbH, as Subsidiary GuarantorBy:

/s/Mario
ZenName:
    Mario ZenTitle:
    DirectorLDK Solar Hi-Tech (Hong Kong) Co., Limited, as Subsidiary GuarantorBy:
    /s/Xiaofeng PengName:
    Xiaofeng PengTitle:
    Director 105




---



##### 



The Bank of New York Mellon, London
Branch, as Trustee and Paying and Transfer AgentBy:
    /s/Eva TamName:
    Eva TamTitle:
    Vice PresidentThe Bank of New York Mellon (Luxembourg) S.A., as RegistrarBy:
    /s/Eva TamName:
    Eva TamTitle:
    Vice President 106




---



##### 



SCHEDULE I
 SUBSIDIARY GUARANTORS
       1




---



##### 



EXHIBIT A
 FORM OF NOTE
 [Include the following legend for a Global Note:
    [Include the following legend for all Notes:
  1




---



##### 



2




---



##### 



If the Note is a Global Note, including the
ISIN and Common Code numbers:
 LDK
SOLAR CO., LTD.
 US$-SETTLED 10.00% SENIOR NOTES DUE 2014
  Company
      3




---



##### 



LDK Solar Co., Ltd.By:Name:Title: By:Name:Title: 
 
 By:
    
    
    
    
    
    Date:Authorized Signatory
 4




---



##### 



Subsidiary Guarantors
     5




---



##### 



6




---



##### 



LDK Solar USA, Inc., as Subsidiary GuarantorBy:Name:Title:LDK Solar International Company Limited, as
Subsidiary GuarantorBy:Name:Title:LDK Solar Europe Holding S.A., as Subsidiary
GuarantorBy:Name:Title:LDK Service Italia S.R.L., as Subsidiary
GuarantorBy:Name:Title: 7




---



##### 



LDK Trading Service Germany GmbH, as
Subsidiary GuarantorBy:Name:Title:LDK Solar Hi-Tech (Hong Kong) Co., Limited,
as Subsidiary GuarantorBy:Name:Title: 8




---



##### 



FORM OF REVERSE SIDE OF NOTE
 LDK SOLAR CO., LTD.
   1.
    
    Interest
 Company
 provided
  2.
    
    Method of Payment
  1




---



##### 



3.
    
    Paying and Transfer Agent and Registrar
  4.
    
    Indenture
 Indenture
  provided that
 2




---



##### 



5.
    
    Optional Redemption
  pro
rata provided, however, pro rata
 Optional Redemption upon Equity Offering. provided
 3




---



##### 



Optional Redemption for Changes in Withholding Taxes. provided that
   6.
    
    Mandatory Repurchase Provisions
 Change Of Control Offer.
 4




---



##### 



Asset Sale Offer.
 7.
    
    Denominations; Transfer; Exchange
  8.
    
    Persons Deemed Owners
  9.
    
    Unclaimed Money
  10.
    
    Discharge Prior to Redemption or Maturity
  5




---



##### 



11.
    
    Amendment, Waiver
 Article IV
 12.
    
    Defaults and Remedies
   13.
    
    Trustee Dealings with the Company and the Subsidiary Guarantors
  14.
    
    No Recourse Against Others
  6




---



##### 



15.
    
    Authentication
  16.
    
    Abbreviations
  17.
    
    ISIN and Common Code Numbers
  18.
    
    Governing Law
  19.
    
    Currency of Account; Conversion of Currency.
  20.
    
    Agent for Service; Submission to Jurisdiction; Waiver of Immunities.
  7




---



##### 



8




---



##### 



Date:____________________________
    
    Your Signature:____________________________
 Signature Guarantee:(Signature must be guaranteed)
      9




---



##### 



Section
3.11 Section 3.25
 oSection 3.11
    
    oSection 3.25
 Section 3.11 Section 3.25
  Date: _________
    
    Your Signature________________________________(Sign exactly as your name appears on the other side of the Note)
 Signature Guarantee:(Signature must be guaranteed)
 10




---



##### 



[To be attached to Global Notes only:
 SCHEDULE A
   Reasons forincrease/ decreaseAmount of
    
    
    in outstandingincrease/
    
    
    principal amount
    
    
    Outstandingdecrease in
    
    
    of this Global
    
    
    principal amountoutstanding
    
    
    Note (initial issue,
    
    
    of this Globalprincipal
    
    
    cancellation,
    
    
    Note following
    
    
    Notation made byamount of this
    
    
    redemption or
    
    
    such increase/
    
    
    or on behalf of theDate
    
    Global Note
    
    
    payment)
    
    
    decrease
    
    
    Registrar]
 1




---



##### 



EXHIBIT B
 FORM OF SUPPLEMENTAL INDENTURE FOR FUTURE SUBSIDIARY GUARANTEE
 Supplemental Indenture
Note  New Subsidiary Guarantor Company
  Indenture Notes
 Section 10.5
 Section 9.1
  DEFINITIONS
 Defined Terms
 AGREEMENT TO BE BOUND; SUBSIDIARY GUARANTEE
 Agreement to be Bound
 2




---



##### 



Subsidiary Guarantee Article X
 MISCELLANEOUS
 Notices
 Parties
 Governing Law Etc Section 11.7
 Severability
 Ratification of Indenture; Supplemental Indenture Part of Indenture
 Duplicate and Counterpart Originals
 Headings
 3




---



##### 



LDK SOLAR CO., LTD.By:Name:Title:[NAME OF NEW SUBSIDIARY GUARANTOR],
as Subsidiary GuarantorBy:Name:Title:LDK SOLAR USA, INC.
as Subsidiary GuarantorBy:Name:Title:LDK SOLAR INTERNATIONAL COMPANY LIMITED
as Subsidiary GuarantorBy:Name:Title:LDK SOLAR EUROPE S.A.
as Subsidiary GuarantorBy:Name:Title: 4




---



##### 



LDK SERVICE ITALIA S.R.L.
as Subsidiary GuarantorBy:Name:Title:LDK TRADING SERVICE GERMANY GMBH
as Subsidiary GuarantorBy:Name:Title:LDK SOLAR HI-TECH (HONG KONG) CO., LIMITED
as Subsidiary GuarantorBy:Name:Title:THE BANK OF NEW YORK MELLON, LONDON BRANCH
as TrusteeBy:Name:Title: 5




---



##### 



EXHIBIT C
  Indenture Company Trustee
  1.
    
    I am the duly elected, qualified and acting [title] or [title],
as the case may be, of the Company.2.
    
    I have reviewed and am familiar with the contents of the
Indenture and this Compliance Certificate.3.
    
    That a review has been conducted of the activities of the
Company and its Restricted Subsidiaries and the performance of the Company and
its Restricted Subsidiaries under the Indenture, in each case, since the Issue
Date, [and that the Company and the Subsidiary Guarantors have been since the
Original Issue Date and are in compliance with all obligations under the
Indenture]/ [if there has been a default in the fulfillment of any obligation
under the Indenture, specifying each such default and the nature and status
thereof and what action the Company or the Subsidiary Guarantors are taking or
proposes to take with respect thereto.]4.
    
    As of the date hereof, no Default or Event of Default has
occurred and is continuing.
 [Signature page follows]
 1




---



##### 



LDK Solar Co., Ltd.By:Name:Title: 
 2