<PAGE>

                                                                    Exhibit 4.18

================================================================================

                               [FORM OF INDENTURE]

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                                       and

                            WILMINGTON TRUST COMPANY

                         as Trustee and Securities Agent

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

                                    INDENTURE

                             Dated as of [  ], 2007

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

                  [U.S.$172,500,000] Aggregate Principal Amount

                 ZERO COUPON CONVERTIBLE SENIOR NOTES DUE [2010]

================================================================================

<PAGE>

                                TABLE OF CONTENTS

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

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

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

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

III.     REDEMPTION AND REPURCHASE...............................................................................         15

         3.01     Right of Redemption............................................................................         15
         3.02     Notices to Trustee and the Securities Agent....................................................         15
         3.03     Selection of Securities to be Redeemed.........................................................         16
         3.04     Notice of Redemption...........................................................................         16
         3.05     Effect of Notice of Redemption.................................................................         17
         3.06     Deposit of Redemption Price....................................................................         17
         3.07     Securities Redeemed in Part....................................................................         18
         3.08     Reserved.......................................................................................         18
         3.09     Reserved.......................................................................................         18
         3.10     Repurchase at Option of Holder Upon a Fundamental Change.......................................         18
         3.11     Conversion Arrangement on Call for Redemption..................................................         24
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
IV.      COVENANTS...............................................................................................         24

         4.01     Payment of Securities..........................................................................         24
         4.02     Maintenance of Office or Agency................................................................         25
         4.03     Reserved.......................................................................................         26
         4.04     Compliance Certificate.........................................................................         26
         4.05     Stay, Extension and Usury Laws.................................................................         26
         4.06     Corporate Existence............................................................................         26
         4.07     Notice of Default..............................................................................         26
         4.08     Further Instruments and Acts...................................................................         26
         4.09     Delivery of Ordinary Shares....................................................................         27

V.       SUCCESSORS..............................................................................................         27

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

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

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

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

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

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

         8.01     Termination of the Obligations of the Company..................................................         39
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         8.02     Application of Trust Money.....................................................................         40
         8.03     Repayment to Company...........................................................................         40
         8.04     Reinstatement..................................................................................         40

IX.      AMENDMENTS..............................................................................................         40

         9.01     Without Consent of Holders.....................................................................         41
         9.02     With Consent of Holders........................................................................         41
         9.03     Compliance with Trust Indenture Act............................................................         42
         9.04     Revocation and Effect of Consents..............................................................         42
         9.05     Notation on or Exchange of Securities..........................................................         43
         9.06     Trustee and Securities Agent Protected.........................................................         43
         9.07     Effect of Supplemental Indentures..............................................................         43

X.       CONVERSION..............................................................................................         43

         10.01    Conversion Privilege...........................................................................         44
         10.02    Conversion Procedure and Payment Upon Conversion...............................................         46
         10.03    Taxes on Conversion............................................................................         49
         10.04    Company to Provide Ordinary Shares And ADSs....................................................         51
         10.05    Adjustment of Conversion Rate..................................................................         51
         10.06    No Adjustment..................................................................................         60
         10.07    Other Adjustments..............................................................................         61
         10.08    Adjustments for Tax Purposes...................................................................         62
         10.09    Notice of Adjustment...........................................................................         62
         10.10    Notice of Certain Transactions.................................................................         62
         10.11    Effect of Reclassifications, Business Combinations, Asset Sales And Other Corporate Events
                  on Conversion Privilege.......................................................................          63
         10.12    Disclaimer of the Trustee, the Conversion Agent and the Securities Agent.......................         65
         10.13    Rights Distributions Pursuant To Anti-Takeover Provisions......................................         65
         10.14    Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection
                  With Make-Whole Fundamental Changes............................................................         66

XI.      TAX TREATMENT...........................................................................................         68

         11.01    Tax Treatment..................................................................................         68
         11.02    Tax Withholding Obligations....................................................................         68

XII.     MISCELLANEOUS...........................................................................................         69

         12.01    Trust Indenture Act Controls...................................................................         69
         12.02    Notices........................................................................................         69
         12.03    Communication  by Holders with Other Holders...................................................         70
         12.04    Certificate and Opinion as to Conditions Precedent.............................................         70
         12.05    Statements Required in Certificate or Opinion..................................................         70
         12.06    Rules by Trustee and Agents....................................................................         71
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         12.07    Legal Holidays.................................................................................         71
         12.08    Duplicate Originals............................................................................         71
         12.09    Governing Law..................................................................................         71
         12.10    Submission to Jurisdiction.....................................................................         71
         12.11    No Immunity....................................................................................         72
         12.12    Judgment Currency..............................................................................         72
         12.13    No Adverse Interpretation of Other Agreements..................................................         73
         12.14    Successors.....................................................................................         73
         12.15    Separability...................................................................................         73
         12.16    Table of Contents, Headings, Etc...............................................................         73
         12.17    Calculations in Respect of the Securities......................................................         73
         12.18    No Personal Liability of Directors, Officers, Employees or Shareholders........................         73

</TABLE>

Exhibit A   -   Form of Global Security

                                      -iv-
<PAGE>

                              CROSS-REFERENCE TABLE

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

                                       1
<PAGE>

      INDENTURE, dated as of [o], 2007, between Yingli Green Energy Holding
Company Limited, a company incorporated under the laws of the Cayman Islands
(the "COMPANY") and Wilmington Trust Company, as trustee (the "TRUSTEE") and
securities agent (the "SECURITIES AGENT").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Zero Coupon
Convertible Senior Notes due [2010] (the "SECURITIES").

                 I. DEFINITIONS AND INCORPORATION BY REFERENCE

   1.01 DEFINITIONS.

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

      "ADS DEPOSITARY" means JPMorgan Chase Bank, N.A., as the depositary under
the Deposit Agreement.

      "ARTICLES OF ASSOCIATION" means the Third Amended and Restated Memorandum
and Articles of Association of the Company adopted on May 11, 2007, as amended
from time to time.

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

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

      "BID SOLICITATION AGENT" means a Company-appointed agent that performs
calculations as set forth in ARTICLE X and PARAGRAPHS 1 and 9 of the Securities.

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

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

      "CLOSING SALE PRICE" means the price per ADS on the relevant date,
determined (a) on the basis of the closing sale price per ADS (or if no closing
sale price per ADS is reported, the

                                      -1-
<PAGE>

average of the bid and ask prices per ADS or, if more than one in either case,
the average of the average bid and the average ask prices per ADS) on such date
on the New York Stock Exchange or other U.S. principal national securities
exchange on which the ADSs are listed; or (b) if the ADSs are not listed on a
U.S. national securities exchange, as reported by the National Association of
Securities Dealers Automated Quotation System; or (c) if not so quoted, as
reported by National Quotation Bureau, Incorporated or a similar organization.
In the absence of a quotation, the Closing Sale Price shall be such price as the
Company shall reasonably determine on the basis of such quotations as most
accurately reflecting the price that a fully informed buyer, acting on his own
accord, would pay to a fully informed seller, acting on his own accord in an
arm's-length transaction, for each such ADS.

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

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

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

      "CONVERSION RATE" shall initially be [o] ADSs per U.S.$1,000 principal
amount of the Securities, subject to adjustment as provided in ARTICLE X.

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

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

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

      "DEPOSIT AGREEMENT" means the Deposit Agreement, dated as of June 13,
2007, among the Company, JPMorgan Chase Bank, N.A., as ADS depositary, and the
holders and beneficial owners from time to time of the ADSs issued thereunder.

      "EARLY REDEMPTION AMOUNT" has the meaning set forth in PARAGRAPH 6 of the
Securities.

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

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

                                       -2-
<PAGE>

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

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

      "ISSUE DATE" means [o], 2007.

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

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

      "MATURITY DATE" means [o], [2010].

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

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

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

                                      -3-
<PAGE>

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

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

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

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

      "REDEMPTION DATE" means the date specified for Redemption of the
Securities in accordance with the terms of the Securities and this Indenture.

      "REDEMPTION PRICE" means (i) with respect to a Security redeemed upon
maturity, [ ] percent ([ ]%) of the outstanding principal amount of such
Security to be redeemed; and (ii) with respect to a Security redeemed prior to
maturity, an amount that equals the Early Redemption Amount.

      "REPURCHASE NOTICE" means a Repurchase Notice in the form set forth in the
Securities.

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

      "SEC" means the U.S. Securities and Exchange Commission.

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

      "SECURITIES" means the Zero Coupon Convertible Senior Notes due [2010]
issued by the Company pursuant to this Indenture.

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

                                      -4-
<PAGE>

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

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

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

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

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as amended and in effect from time to time, except as provided in
Section 9.03 of this Indenture.

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

      "TRADING PRICE" means, on any date, the average of the secondary market
bid quotations for the Securities obtained by the Bid Solicitation Agent on
behalf of the Company for five million dollars (U.S.$5,000,000) principal amount
of Securities at approximately 4:00 p.m., New York City time, on such date, from
three (3) independent, nationally recognized securities dealers selected by the
Company, which may include any or all of the Underwriters or their Affiliates;
provided, that if the Bid Solicitation Agent on behalf of the Company can
reasonably obtain only two (2) such bids, then the average of such two (2) bids
shall instead be used; provided further, that if the Bid Solicitation Agent on
behalf of the Company can reasonably obtain only one (l) such bid, then such bid
shall instead be used; provided further, that if, on a given date, the Bid
Solicitation Agent on behalf of the Company cannot reasonably obtain at least
one (1) such bid, or if, in reasonable, good faith judgment of the Board of
Directors, which judgment shall be described in a Board Resolution, the bid
quotation or quotations so obtained by the Bid Solicitation Agent on behalf of
the Company are not indicative of the secondary market value of the Securities,
then, in each case, the Trading Price per U.S.$1,000 principal amount of
Securities on such date shall be deemed to be equal to the product of (I) the
Conversion Rate in effect on such date and (II) 97% of the Closing Sale Price on
such date.

                                      -5-
<PAGE>

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

      "UNDERWRITERS" means Goldman Sachs (Asia) L.L.C. and Piper Jaffray & Co.

      "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated [o],
2007, between the Company and the Underwriters relating to the Securities.

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

      "VOTING SHARE CHANGE MAKE-WHOLE FUNDAMENTAL CHANGE" means any "person" or
"group" (as those terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than Mr. Liansheng Miao and any "group" (as that term is used in
Sections 13(d) and 14(d) of the Exchange Act) of which he is a part, is or
becomes the "beneficial owner" (as that term is used in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% or more of the Voting Shares of
the Company, or if Mr. Liansheng Miao or any "group" (as that term is used in
Sections 13(d) and 14(d) of the Exchange Act) of which he is a part is or
becomes the "beneficial owner" (as such term is used in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 70% or more of the Voting Shares of
the Company.

   1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                          Term                                                 Defined In Section
----------------------------------------------------------------               ------------------
<S>                                                                            <C>
"ADDITIONAL AMOUNTS"............................................                      10.03
"ADJUSTMENT DETERMINATION DATE".................................                      10.05
"ADJUSTMENT EVENT"..............................................                      10.05
"APPLICABLE PRICE"..............................................                      10.14
"BANKRUPTCY LAW"................................................                       6.01
"BCF ADJUSTMENT CAP"............................................                      10.06
"BCF MAKE-WHOLE CAP"............................................                      10.14
"BUSINESS DAY"..................................................                      12.07
"CASH AMOUNT"...................................................                      10.02
"CASH SETTLEMENT AVERAGING PERIOD"..............................                      10.02
"CHANGE IN CONTROL".............................................                       3.10
"CONVERSION AGENT"..............................................                       2.03
"CONVERSION AMOUNT".............................................                      10.02
"CONVERSION DATE"...............................................                      10.02
"CONVERSION OBLIGATION".........................................                      10.02
"CONVERSION SETTLEMENT DATE"....................................                      10.02
"CONVERSION SETTLEMENT DISTRIBUTION"............................                      10.02
"CONVERSION VALUE"..............................................                      10.01
"CUSTODIAN".....................................................                       6.01
"DAILY VWAP"....................................................                      10.02
"DISTRIBUTED PROPERTY"..........................................                      10.05
"EFFECTIVE DATE"................................................                      10.14
</TABLE>

                                      -6-
<PAGE>

<TABLE>
<S>                                                                            <C>
"EVENT OF DEFAULT"..............................................                       6.01
"EX DATE".......................................................                      10.05
"FUNDAMENTAL CHANGE"............................................                       3.10
"FUNDAMENTAL CHANGE NOTICE".....................................                       3.10
"FUNDAMENTAL CHANGE REPURCHASE DATE"............................                       3.10
"FUNDAMENTAL CHANGE REPURCHASE PRICE"...........................                       3.10
"FUNDAMENTAL CHANGE REPURCHASE RIGHT"...........................                       3.10
"GLOBAL SECURITY"...............................................                       2.01
"JUDGMENT CURRENCY".............................................                      12.12
"LEGAL HOLIDAY".................................................                      12.07
"LISTED SHARE BUSINESS COMBINATION".............................                       3.10
"MAKE-WHOLE APPLICABLE INCREASE"................................                      10.14
"MAKE-WHOLE CONVERSION PERIOD"..................................                      10.14
"MAKE-WHOLE CONSIDERATION"......................................                      10.14
"NOTICE OF DEFAULT".............................................                       6.01
"NOTE MEASUREMENT PERIOD".......................................                      10.01
"OPTION PURCHASE DATE"..........................................                       3.09
"OPTION PURCHASE PRICE".........................................                       3.09
"PARTICIPANTS"..................................................                       2.15
"PAYING AGENT"..................................................                       2.03
"PURCHASE NOTICE"...............................................                       3.09
"PHYSICAL SECURITIES"...........................................                       2.01
"RECORD DATE"...................................................                      10.05
"REDEMPTION"....................................................                       3.01
"REFERENCE PROPERTY"............................................                      10.11
"RELEVANT DATE".................................................                      10.05
"RELEVANT TAXING JURISDICTION"..................................                      10.03
"REGISTRAR".....................................................                       2.03
"REPURCHASE UPON FUNDAMENTAL CHANGE"............................                       3.01
"SETTLEMENT NOTICE PERIOD"......................................                      10.02
"SPIN-OFF"......................................................                      10.05
"TERMINATION OF TRADING"........................................                       3.10
"TRADING PRICE CONDITION".......................................                      10.01
"VWAP MARKET DISRUPTION EVENT"..................................                      10.02
"VWAP TRADING DAY"..............................................                      10.02
</TABLE>

   1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

      The following TIA terms used in this Indenture have the following
meanings:

      "COMMISSION" means the SEC;

      "INDENTURE SECURITIES" means the Securities;

      "INDENTURE SECURITY HOLDER" means a Securityholder or a Holder;

      "INDENTURE TO BE QUALIFIED" means this Indenture;

      "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

      "OBLIGOR" on the indenture securities means the Company or any successor.

                                      -7-
<PAGE>

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

   1.04     RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

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

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

            (iii) "or" is not exclusive;

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

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

            (vi) provisions apply to successive events and transactions;

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

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

                               II. THE SECURITIES

   2.01 FORM AND DATING.

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

      The Securities shall be issued in the form of one or more Global
Securities, substantially in the form set forth in EXHIBIT A (the "GLOBAL
SECURITY"), deposited with the Trustee, as custodian for the Depositary,
registered in the name of the Depositary or a nominee thereof, duly executed by
the Company and authenticated by the Securities Agent as hereinafter provided.
The aggregate principal amount of the

                                      -8-
<PAGE>

Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary, as
hereinafter provided; provided, that in no event shall the aggregate principal
amount of the Global Security or Securities exceed U.S.$[172,500,000] (including
any issuance upon exercise of the Underwriters' option to acquire up to
U.S.$[22,500,000) aggregate principal amount of additional Securities as
provided for in the Underwriting Agreement).

      Securities issued in exchange for interests in a Global Security pursuant
to SECTION 2.15 may be issued in the form of permanent certificated Securities
in registered form in substantially the form set forth in EXHIBIT A (the
"PHYSICAL SECURITIES").

   2.02 EXECUTION AND AUTHENTICATION.

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

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

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

      Upon receipt of a Company Order, the Trustee shall authenticate and
deliver the Securities for original issue in the aggregate principal amount of
U.S.$[172,500,000]. The aggregate principal amount of the Securities outstanding
at any time may not exceed U.S.$[172,500,000].

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

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

   2.03 REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

      The Company shall maintain, or shall cause to be maintained, (i) an office
or agency in the Borough of Manhattan, The City of New York, where Securities
may be presented for registration of transfer or for exchange ("REGISTRAR"),
(ii) an office or agency in the Borough of Manhattan, The City of New York,
where Securities may be presented for payment ("PAYING AGENT") and (iii) an
office or agency in the Borough of Manhattan, The City of New York, where
Securities may be presented for conversion ("CONVERSION AGENT"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may appoint or change one or more co-Registrars, one or more additional
paying agents and one or more additional conversion agents without notice and
may act in any such capacity on its own behalf. The term "REGISTRAR" includes
any co-Registrar; the term "PAYING AGENT" includes any

                                      -9-
<PAGE>

additional paying agent; and the term "CONVERSION AGENT" includes any additional
conversion agent.

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

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

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

   2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

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

   2.05 SECURITYHOLDER LISTS.

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

   2.06 TRANSFER AND EXCHANGE.

      Subject to SECTIONS 2.15 and 2.16 hereof, where Securities are presented
to the Registrar with a request to register their transfer or to exchange them
for an equal principal amount of Securities of other authorized denominations,
the Registrar shall register the transfer or make the exchange if its
requirements for such transaction are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Securities upon the Trustee's
receipt of a Company Order therefor. The Company or the Securities Agent, as the
case may be, shall not be required to register the transfer of or exchange any
Security (i) for a period of twenty (20) days before selecting, pursuant to
SECTION 3.03, Securities to be redeemed or (ii) during a period beginning at the
opening of business twenty (20) days before the mailing of a notice of
redemption of the Securities selected for Redemption under SECTION 3.04 and
ending at the close of business on the

                                      -10-
<PAGE>

day of such mailing or (iii) that has been selected for Redemption or for which
a Purchase Notice or Repurchase Notice has been delivered, and not withdrawn, in
accordance with this Indenture, except the unredeemed or unrepurchased portion
of Securities being redeemed or repurchased in part.

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

   2.07 REPLACEMENT SECURITIES.

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

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

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

   2.08 OUTSTANDING SECURITIES.

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

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

      If the Paying Agent (other than the Company) holds on the Redemption Date,
Fundamental Change Repurchase Date or Maturity Date, money sufficient to pay the
aggregate Option Purchase Price, Redemption Price, Fundamental Change Repurchase
Price or principal amount, as the case may be, with respect to all Securities to
be redeemed, purchased, repurchased or paid upon Purchase at Holder's Option
Redemption, Repurchase Upon Fundamental Change or maturity, as the case may be,
then (unless there shall be a Default in the payment of such aggregate Option
Purchase Price, Redemption Price, Fundamental Change

                                      -11-
<PAGE>

Repurchase Price or principal amount), except as otherwise provided herein, on
and after such date such Securities shall be deemed to be no longer outstanding,
and such Securities shall be deemed paid whether or not such Securities are
delivered to the Paying Agent. Thereafter, all rights of the Holders of such
Securities shall terminate with respect to such Securities, other than the right
to receive the Option Purchase Price, Redemption Price, Fundamental Change
Repurchase Price or principal amount, as the case may be, in accordance with
this Indenture. Notwithstanding the foregoing, a Holder shall be entitled to
convert a Security on the Maturity Date, provided that such Security has not
been surrendered for payment upon maturity.

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

   2.09 SECURITIES HELD BY THE COMPANY OR AN AFFILIATE.

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

   2.10 TEMPORARY SECURITIES.

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

                                      -12-
<PAGE>

      2.11 CANCELLATION.

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

      2.12 RESERVED.

      2.13 CUSIP NUMBERS.

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

      2.14 DEPOSIT OF MONEYS.

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

      2.15 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

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

            Members of, or participants in, the Depositary ("PARTICIPANTS")
   shall have no rights under this Indenture with respect to any Global Security
   held on their behalf by the Depositary, or the Trustee as its custodian, or
   under the Global Security, and the Depositary may be treated by the Company,
   the Trustee and the Securities Agent and any agent of the Company, the
   Trustee and the Securities Agent as the absolute owner of the Global Security
   for all purposes

                                      -13-
<PAGE>

   whatsoever and the beneficial owners of the Securities will
   be entitled only to those rights and benefits afforded to them in accordance
   with the Depositary's regular operating procedures. Notwithstanding the
   foregoing, nothing herein shall prevent the Company, the Trustee, the
   Securities Agent or any agent of the Company, the Trustee or the Securities
   Agent from giving effect to any written certification, proxy or other
   authorization furnished by the Depositary, or its nominee, as the case may
   be, or impair, as between the Depositary and Participants, the operation of
   customary practices governing the exercise of the rights of a Holder of any
   Security.

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

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

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

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

     2.16 RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES..

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

      2.17 RESERVED.

      2.18 RANKING.

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

                                      -14-
<PAGE>

   future senior unsecured indebtedness of the Company and ranking senior to any
   existing or future subordinated indebtedness of the Company.

                         III. REDEMPTION AND REPURCHASE

      3.01 RIGHT OF REDEMPTION.

      (A) Redemption of the Securities, as permitted by any provision of this
Indenture, shall be made:

            (i) with respect to Securities held to maturity, upon maturity, at
      the Redemption Price (a "REDEMPTION UPON MATURITY"),

            (ii) with respect to a repurchase at the Company's option, in
      accordance with PARAGRAPHS 6 AND 7 of the Securities (an "EARLY
      REDEMPTION," AND COLLECTIVELY WITH "REDEMPTION UPON MATURITY," A
      "REDEMPTION"),

            (iii) with respect to any purchase of Securities at option of the
      Holder, in accordance with PARAGRAPH 8 of the Securities (a "PURCHASE
      AT OPTION OF THE HOLDER"), and

            (iv) with respect to any repurchase upon a Fundamental Change, in
      accordance with PARAGRAPH 9 of the Securities (a "REPURCHASE UPON
      FUNDAMENTAL CHANGE"),

            in each case in accordance with the applicable provisions of this
   ARTICLE III, provided that in the event of a Redemption Upon Maturity, the
   Company shall not be obligated to provide notice pursuant to Section 3.02 or
   3.04 hereof.

      (B) The Company will comply with all federal and state securities laws,
and the applicable laws of any foreign jurisdiction, in connection with any
offer to sell or solicitations of offers to buy Securities pursuant to this
ARTICLE III.

      (C) The Company shall have the right, at the Company's option, at any
time, and from time to time, on a Redemption Date, other than the Maturity Date,
to redeem all or any part of the Securities at the Redemption Price payable in
cash that equals the Early Redemption Amount; provided, however, that (1) the
Closing Sale Price for at least twenty (20) Trading Days in the thirty (30)
consecutive Trading Day period ending on the date one (1) Trading Day prior to
any day the Company gives a notice of Redemption is greater than [one hundred
and thirty percent (130%)] of the Early Redemption Amount on the date of such
notice divided by the Conversion Rate on the date of such notice and (2) that in
no event shall any Redemption Date be a Legal Holiday.

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

      3.02 NOTICES TO TRUSTEE AND THE SECURITIES AGENT.

            If the Company elects to redeem Securities pursuant to PARAGRAPH 6
   of the Securities, it shall notify the Trustee and the Securities Agent of
   the Redemption Date, the applicable provision of this Indenture pursuant to
   which the Redemption is to be made and the aggregate principal amount of
   Securities to be redeemed, which notice shall be provided to the Trustee and
   the Securities Agent by the Company at least fifteen (15) days prior to the
   mailing, in accordance

                                      -15-
<PAGE>

   with SECTION 3.04, of the notice of Redemption (unless a shorter notice
   period shall be satisfactory to the Trustee and the Securities Agent).

      3.03 SELECTION OF SECURITIES TO BE REDEEMED.

            If the Company has elected to redeem less than all of the Securities
   pursuant to PARAGRAPH 6 of the Securities, the Securities Agent shall,
   promptly after receiving the notice specified in SECTION 3.02, select the
   Securities to be redeemed by lot, on a pro rata basis or in accordance with
   any other method the Trustee considers fair and appropriate. The Trustee
   shall make such selection from Securities then outstanding and not already to
   be redeemed by virtue of having been previously called for Redemption. The
   Trustee may select for Redemption portions of the principal amount of the
   Securities that have denominations larger than U.S.$1,000 principal amount.
   Securities and portions of them the Trustee selects for Redemption shall be
   in amounts of U.S.$1,000 principal amount or integral multiples of U.S.$1,000
   principal amount. The Trustee shall promptly notify the Company in writing of
   the Securities selected for Redemption and the principal amount thereof to be
   redeemed.

            The Registrar need not register the transfer of or exchange any
   Securities that have been selected for Redemption, except the unredeemed
   portion of the Securities being redeemed in part.

      3.04 NOTICE OF REDEMPTION.

            At least thirty (30) days but not more than sixty (60) days before a
   Redemption Date, the Company shall mail, or cause to be mailed, by
   first-class mail a notice of Redemption to each Holder whose Securities are
   to be redeemed, at the address of such Holder appearing in the security
   register.

            The notice shall identify the Securities and the aggregate principal
   amount thereof to be redeemed pursuant to the Redemption and shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the Conversion Rate and the Conversion Price;

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

            (v) that the right to convert the Securities called for Redemption
      will terminate at the close of business on the third (3rd) Business Day
      immediately preceding the Redemption Date, unless there shall be a Default
      in the payment of the Redemption Price;

            (vi) that Holders who want to convert Securities must satisfy the
      requirements of ARTICLE X;

                                      -16-
<PAGE>

            (vii) the paragraph of the Securities pursuant to which the
      Securities are to be redeemed;

            (viii) that Securities called for Redemption must be surrendered to
      the Paying Agent to collect the Redemption Price;

            (ix) that, unless there shall be a Default in the payment of the
      Redemption Price, such Securities will cease to be convertible after the
      close of business on the third (3rd) Business Day immediately preceding
      the Redemption Date, and all rights of the Holders of such Securities
      shall terminate on and after the Redemption Date, other than the right to
      receive, upon surrender of such Securities and in accordance with this
      Indenture, the amounts due hereunder on such Securities upon Redemption;
      and

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

            The right, pursuant to ARTICLE X, to convert Securities called for
   Redemption shall terminate at the close of business on the third (3rd)
   Business Day immediately preceding the Redemption Date, unless there shall be
   a Default in the payment of the Redemption Price.

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

      3.05 EFFECT OF NOTICE OF REDEMPTION.

            Once notice of Redemption is mailed, Securities called for
   Redemption become due and payable on the Redemption Date at the consideration
   set forth herein, and, on and after such Redemption Date (unless there shall
   be a Default in the payment of such consideration), except as otherwise
   provided herein, all rights of the Holders of such Securities shall
   terminate, other than the right to receive such consideration upon surrender
   of such Securities to the Paying Agent.

            If any Security shall not be fully and duly paid in accordance
   herewith upon Redemption, the principal of such Security shall, until paid,
   bear interest, payable in cash, at a rate of [6]% per annum, and such
   Security shall continue to be convertible pursuant to ARTICLE X.

            Notwithstanding anything herein to the contrary, there shall be no
   purchase of any Securities pursuant to a Redemption if there has occurred
   (prior to, on or after, as the case may be, the mailing of the notice of
   Redemption specified in SECTION 3.04) and is continuing an Event of Default
   (other than a Default in the payment of the consideration payable as herein
   provided upon Redemption). The Paying Agent will promptly return to the
   respective Holders thereof any Securities held by it during the continuance
   of such an Event of Default.

      3.06 DEPOSIT OF REDEMPTION PRICE.

            Prior to 10:00 A.M., New York City time on the Redemption Date, the
   Company shall deposit with a Paying Agent (or, if the Company is acting as
   its own Paying Agent, segregate and hold in trust in accordance with SECTION
   2.04) money, in funds immediately available on the

                                      -17-
<PAGE>

   Redemption Date, sufficient to pay the consideration payable as herein
   provided upon Redemption on all Securities to be redeemed on that date. The
   Paying Agent shall return to the Company, as soon as practicable, any money
   not required for that purpose.

      3.07 SECURITIES REDEEMED IN PART.

            Any Security to be submitted for Redemption only in part shall be
   delivered pursuant to SECTION 3.05 (with, if the Company or the Trustee so
   requires, due endorsement by, or a written instrument of transfer in form
   satisfactory to the Company and the Trustee duly executed by, the Holder
   thereof or its attorney duly authorized in writing, with a medallion
   guarantee), and the Company shall execute, and the Trustee shall, upon
   receipt of a Company Order, authenticate and make available for delivery to
   the Holder of such Security without service charge, a new Security or
   Securities, of any authorized denomination as requested by such Holder, of
   the same tenor and in aggregate principal amount equal to the portion of such
   Security not submitted for Redemption.

            If any Security selected for partial Redemption is converted in
   part, the principal of such Security subject to Redemption shall be reduced
   by the principal amount of such Security that is converted.

      3.08 RESERVED.

      3.09 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

     (A) At the option of the  Holder  thereof,  the  Securities  (or portions
thereof that are integral  multiples  of $1,000 in  principal amount)  shall be
purchased by the Company  pursuant to PARAGRAPH 8 of the Securities on February
15, 2010 (the "OPTION  PURCHASE  DATE"),  at a purchase price, payable in cash,
equal to [  ] percent  ([  ])  of the  principal amount of the Securities  (or
such portions thereof) to be so purchased (the "OPTION PURCHASE PRICE"), upon:

               (i)  delivery  to the  Company  (if it is acting  as its own
      Paying Agent), or to a Paying Agent designated by the Company for such
      purpose in the Option Purchase Notice,  by such Holder,  at any time from
      the opening of  business on the date that is twenty  (20)  Business  Days
      prior to the Option  Purchase  Date  until the  close of  business  on the
      third  (3rd) Business Day immediately preceding the Option Purchase Date,
      of a Purchase Notice,  in the form set  forth in the  Securities  or any
      other  form of written notice substantially similar thereto, in each case,
      duly completed and signed, with appropriate signature guarantee, stating:

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

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

                  (c)  that  such  principal  amount  of  Securities  are  to be
            purchased as of the Option  Purchase  Date pursuant to the terms and
            conditions  specified in PARAGRAPH 8 of the  Securities  and in this
            Indenture; and

               (ii)  delivery  to the  Company  (if it is acting as its own
      Paying Agent), or to a Paying Agent designated by the Company for such
      purpose in the Option  Purchase  Notice,  at any time after delivery of
      such Purchase Notice,  of such  Securities  (together with all necessary
      endorsements), such  delivery  being a  condition  to receipt by the
      Holder of the Option Purchase Price therefore plus accrued and unpaid
      interest, if any, payable as herein  provided upon Purchase at Holder's
      Option  (provided,  however, that  the  Holder  of  record  of  such
      Securities  on  the  record  date immediately  preceding the Option
      Purchase  Date need not surrender  such Securities  in order to be
      entitled to  receive,  on the Option  Purchase Date, the accrued and
      unpaid interest due thereon).

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

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

            Notwithstanding  anything  herein to the  contrary,  any  Holder
   that has delivered  the  Purchase  Notice  contemplated  by this  SECTION
   3.09(A) to the Company  (if  it is  acting  as its  own  Paying  Agent)  or
   to a  Paying  Agent designated by the Company for such purpose in the Option
   Purchase  Notice shall have the right to withdraw such Purchase  Notice by
   delivery,  at any time prior to the close of business on the third (3rd)
   Business Day  immediately  preceding the Option  Purchase  Date, of a written
   notice of withdrawal to the Company (if acting as its own Paying Agent) or
   the Paying Agent,  which notice shall contain the information specified in
   SECTION 3.09(B)(VII).

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

     (B) The Company shall give notice (the "OPTION PURCHASE NOTICE") on a date
not less than twenty (20)  Business  Days prior to the Option Purchase Date to
each Holder at its address  shown in the register of the Registrar and to each
beneficial owner as required by applicable law. Such notice shall state:

               (i) the Option Purchase Price;

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

               (iii) that  Securities  with  respect to which a Purchase  Notice
      is given by a Holder may be  converted  pursuant  to ARTICLE X, if
      otherwise convertible in accordance with ARTICLE X, only if such Purchase
      Notice has been withdrawn in accordance with this SECTION 3.09 or if there
      shall be a Default in the  payment of such  Option  Purchase  Price or in
      accrued and unpaid  interest,  if any,  payable as herein  provided  upon
      Purchase at Holder's Option;

               (iv) that Securities (together with any necessary endorsements)
      must be  surrendered  to the  Paying  Agent to  collect  payment  of the
      Option Purchase  Price  plus (if such  Holder  was the  Holder  of  record
      of the applicable   Security  at  the  close  of  business  on  the
      record  date immediately  preceding  the  Option  Purchase  Date)  accrued
      and  unpaid interest,  if any,  payable as herein  provided  upon Purchase
      at Holder's Option;

               (v) that the Option Purchase  Price,  for any Security as to
      which a Purchase  Notice has been given and not withdrawn will be paid as
      promptly as  practicable,  but in no event later than the third  Business
      Day after the  later of the  Option  Purchase  Date or the time of
      delivery  of the Security as described in CLAUSE (IV) above;

               (vi) the procedures the Holder must follow to exercise  rights
      under this SECTION 3.09 (including the name and address of the Paying
      Agent) and a brief description of those rights;

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

               (viii)  that on and after the Option  Purchase  Date  (unless
      there shall be a Default in the payment of the  consideration  payable as
      herein provided upon a Purchase at Holder's Option), all rights of the
      Holders of such  Securities  shall  terminate,  other than the right to
      receive,  in accordance herewith,  the consideration  payable as herein
      provided upon a Purchase at Holder's Option; and

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

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

            No failure of the Company to give an Option  Purchase  Notice  shall
   limit any Holder's right pursuant hereto to exercise its rights to require
   the Company to purchase such Holder's Securities pursuant to a Purchase at
   Holder's Option.

     (C) Subject to the provisions of this SECTION 3.09, the Company shall pay,
or cause to be paid, the Option  Purchase  Price,  with respect to each Security
subject to  Purchase  at  Holder's  Option to the Holder thereof as promptly as
practicable,  but in no event later than the third (3rd)  Business Day after the
later of the Option Purchase Date and the time such Security  (together with all
necessary endorsements) is surrendered to the Paying Agent.

     (D) Prior to 10:00 A.M.,  New York City time on the Option  Purchase Date,
the Company  shall  deposit with a Paying Agent (or, if the Company is acting as
its own Paying Agent,  segregate  and hold in trust in  accordance with SECTION
2.04)  money,  in funds  immediately  available  on the  Option Purchase  Date,
sufficient to pay the Option  Purchase  Price.  The Paying Agent shall return to
the Company, as soon as practicable, any money not required for that purpose.

     (E) Once the Purchase  Notice has been duly  delivered in accordance with
this SECTION 3.09,  the  Securities to be purchased  pursuant to the Purchase at
Holder's Option shall,  on the Option  Purchase Date,  become due and payable in
accordance  herewith,  and,  on and after  such date  (unless there  shall be a
Default in the payment of the  consideration  payable as herein  provided upon a
Purchase at Holder's Option), all rights of the Holders or such Securities shall
terminate,  other than the right to receive, in accordance  herewith,  the such
consideration.

     (F)  Securities  with  respect  to which a  Purchase  Notice has been duly
delivered in  accordance  with this  SECTION  3.09 may be converted pursuant to
ARTICLE X, if otherwise  convertible in accordance  with ARTICLE X, only if such
Purchase  Notice has been  withdrawn in accordance  with this SECTION 3.09 or if
there shall be a Default in the payment of the consideration  payable as herein
provided upon a Purchase at Holder's Option.

     (G) If any  Security  subject to Purchase at Holder's  Option shall not be
paid in accordance  herewith,  the principal of such Security shall, until paid,
bear interest,  payable in cash, at a rate of [6%] per annum, and such Security
shall continue to be convertible pursuant to ARTICLE X.

     (H) Any Security which is to be submitted for Purchase at Holder's Option
only in part shall be  delivered  pursuant to this  SECTION  3.09 (with,  if the
Company or the Securities  Agent so requires,  due endorsement by, or a written
instrument of transfer in form  satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing, with
a medallion  guarantee),  and the Company shall execute,  and the Trustee shall,
upon receipt of a Company Order, authenticate and make available for delivery to
the  Holder  of  such Security  without  service  charge,  a  new  Security  or
Securities,  of any authorized  denomination as requested by such Holder, of the
same  tenor and in  aggregate  principal  amount  equal to the  portion  of such
Security not submitted for Purchase at Holder's Option.

     (I)  Notwithstanding  anything  herein to the contrary,  there shall be no
purchase of any  Securities  pursuant to this SECTION 3.09 if there has occurred
(prior to, on or after,  as the case may be, the giving,  by the Holders of such
Securities,  of the  required  Purchase  Notice) and is continuing  an Event of
Default  (other  than a Default in the payment of the consideration  payable as
herein provided upon a Purchase at Holder's Option or a Default arising from the
Company's failure to provide the applicable Option Purchase Notice).  The Paying
Agent will promptly return to the respective Holders thereof any Securities held
by it during the continuance of an Event of Default (other than a Default in the
payment of such consideration or arising from the Company's  failure to provide
the applicable Option Purchase Notice).

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

      3.10 REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE.

      (A) In the event any Fundamental Change (as defined below) shall occur,
each Holder of Securities shall have the right (the "FUNDAMENTAL CHANGE
REPURCHASE RIGHT"), at such Holder's option, to require the Company to
repurchase all of such Holder's Securities (or portions thereof that are
integral multiples of U.S.$1,000 in principal amount), on a date selected by the
Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which Fundamental Change
Repurchase Date shall be no later than thirty five (35) days, nor earlier than
twenty (20) days, after the date the Fundamental Change Notice (as defined
below) is mailed in accordance with SECTION 3.10(B), at a price, payable in
cash, equal to the Early Redemption Amount (the "FUNDAMENTAL CHANGE REPURCHASE
PRICE"), upon:

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

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

                                      -18-
<PAGE>

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

                  (c) that such principal amount of Securities are to be
            repurchased pursuant to the terms and conditions specified in
            PARAGRAPH 8 of the Securities and in this Indenture; and

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

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

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

            Notwithstanding anything herein to the contrary, any Holder that has
   delivered the Repurchase Notice contemplated by this SECTION 3.10(A) to the
   Company (if it is acting as its own Paying Agent) or to a Paying Agent
   designated by the Company for such purpose in the Fundamental Change Notice
   shall have the right to withdraw such Repurchase Notice by delivery, at any
   time prior to the close of business on the third (3rd) Business Day
   immediately preceding the Fundamental Change Repurchase Date, of a written
   notice of withdrawal to the Company (if acting as its own Paying Agent) or
   the Paying Agent, which notice shall contain the information specified in
   SECTION 3.10(B)(XI).

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

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

      Each Fundamental Change Notice shall state:

            (i) the events causing the Fundamental Change;

            (ii) the date of such Fundamental Change;

                                      -19-
<PAGE>

            (iii) the Fundamental Change Repurchase Date;

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

            (v) the Fundamental Change Repurchase Price;

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

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

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

            (ix) that the Fundamental Change Repurchase Price for any Security
      as to which a Repurchase Notice has been given and not withdrawn will be
      paid as promptly as practicable, but in no event more than the third (3rd)
      Business Day after the later of such Fundamental Change Repurchase Date
      and the time of delivery of the Security (together with all necessary
      endorsements) as described in CLAUSE (VIII) above;

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

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

            (xii) that Securities with respect to which a Repurchase Notice is
      given by a Holder may be converted pursuant to ARTICLE X, if otherwise
      convertible in accordance with ARTICLE X, only if such Repurchase Notice
      has been withdrawn in accordance with this SECTION 3.10 or if there shall
      be a Default in the payment of the Fundamental Change Repurchase Price or
      in the accrued and unpaid interest, if any, payable as herein provided
      upon Repurchase Upon Fundamental Change; and

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

                                      -20-
<PAGE>

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

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

      (C) Subject to the provisions of this SECTION 3.10, the Company shall pay,
or cause to be paid, the Fundamental Change Repurchase Price with respect to
each Security as to which the Fundamental Change Repurchase Right shall have
been exercised to the Holder thereof as promptly as practicable, but in no event
later than the third (3rd) Business Day after the later of the Fundamental
Change Repurchase Date and the time such Security is surrendered to the Paying
Agent.

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

      (E) Once the Fundamental Change Notice and the Repurchase Notice have been
duly given in accordance with this SECTION 3.10, the Securities to be
repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the
Fundamental Change Repurchase Date, become due and payable in accordance
herewith, and all rights of the Holders of such Securities shall terminate,
other than the right to receive, in accordance herewith, such consideration.

      (F) Securities with respect to which a Repurchase Notice has been duly
delivered in accordance with this SECTION 3.10 may be converted pursuant to
ARTICLE X, if otherwise convertible in accordance with ARTICLE X, only if such
Repurchase Notice has been withdrawn in accordance with this SECTION 3.10 or if
there shall be a Default in the payment of the consideration payable as herein
provided upon Repurchase Upon Fundamental Change.

      (G) If any Security shall not be paid upon surrender thereof for
Repurchase Upon Fundamental Change, the principal of such Security shall, until
paid, bear interest, payable in cash, at a rate of [6]% per annum, and such
Security shall continue to be convertible pursuant to ARTICLE X.

      (H) Any Security which is to be submitted for Repurchase Upon Fundamental
Change only in part shall be delivered pursuant to this SECTION 3.10 (with, if
the Company or the Securities Agent so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Securities Agent duly executed by, the Holder thereof or its attorney duly
authorized in writing, with a medallion guarantee), and the Company shall
execute, and the Trustee shall, upon receipt of a Company Order, authenticate
and make available for delivery to the Holder

                                      -21-
<PAGE>

of such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to the portion of such Security not duly
submitted for Repurchase Upon Fundamental Change.

      (I) Notwithstanding anything herein to the contrary, there shall be no
repurchase of any Securities pursuant to this SECTION 3.10 if there has occurred
(prior to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Repurchase Notice) and is continuing an Event of
Default (other than a Default in the payment of the consideration payable as
herein provided upon Repurchase Upon Fundamental Change or a Default arising
from the Company's failure to provide the applicable Fundamental Change Notice).
The Paying Agent will promptly return to the respective Holders thereof any
Securities held by it during the continuance of an Event of Default (other than
a Default in the payment of such consideration or arising from the Company's
failure to provide the applicable Fundamental Change Notice).

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

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

            (i) A "CHANGE IN CONTROL" shall be deemed to have occurred at such
      time as:

                  (a) any "person" or "group" (as such terms are used in
            Sections 13(d) and 14(d) of the Exchange Act), other than Mr.
            Liansheng Miao and any "group" (as that term is used in Sections
            13(d) and 14(d) of the Exchange Act) of which he is a part, is or
            becomes the "beneficial owner" (as such term is used in Rule 13d-3
            under the Exchange Act), directly or indirectly, of forty percent
            50% or more of the Voting Shares of the Company, or if Mr.
            Liangsheng Miao or any "group" (as that term is used in Sections
            13(d) and 14(d) of the Exchange Act) of which he is a part is or
            becomes the "beneficial owner" (as that term is used in Rule 13d-3
            under the Exchange Act), directly or indirectly, of 70% or more of
            the Voting Shares of the Company; or

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

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

                                      -22-
<PAGE>

            amalgamates with, or merges with or into, or is reconstructed into
            the Company, unless either:

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

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

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

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

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

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

                                      -23-
<PAGE>

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

      3.11 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

            In connection with a Redemption of Securities, the Company may
   arrange, in lieu of Redemption, for the purchase and conversion of any
   Securities called for Redemption by an agreement with one or more investment
   banks or other purchasers to purchase all or a portion of such Securities by
   paying, on or before 10:00 A.M., New York City time on the Redemption Date,
   to the Paying Agent in trust for the Holders whose Securities are to be so
   purchased, an amount of money, in funds immediately available on the
   Redemption Date, that, together with any amounts deposited with the Paying
   Agent by the Company for Redemption of such Securities, is not less than the
   aggregate Redemption Price, of such Securities. Notwithstanding anything to
   the contrary contained in this ARTICLE III, the obligation of the Company to
   pay the Redemption Price of such Securities, including all premium and
   accrued interest, if any, shall be deemed to be satisfied and discharged to
   the extent such amount is so paid by such purchasers, but no such agreement
   shall relieve the Company of its obligation to pay such Redemption Price. If
   such an agreement is entered into, any Securities not duly surrendered for
   conversion by the Holders thereof may, at the option of the Company, be
   deemed, to the fullest extent permitted by law, acquired by such purchasers
   from such Holders and (notwithstanding anything to the contrary contained in
   ARTICLE X) surrendered by such purchasers for conversion, all as of
   immediately prior to the close of business on the Redemption Date, subject to
   payment of the above amount as aforesaid. The Paying Agent shall hold and pay
   to the Holders whose Securities are selected for Redemption any such amount
   paid to it for purchase and conversion in the same manner as it would moneys
   deposited with it by the Company for the Redemption of Securities. Without
   the prior written consent of the Trustee, the Securities Agent and the Paying
   Agent, no arrangement between the Company and such purchasers for the
   purchase and conversion of any Securities shall increase or otherwise affect
   any of the powers, duties, rights, immunities, responsibilities or
   obligations of the Trustee, the Securities Agent, or the Paying Agent as set
   forth in this Indenture, and the Company agrees to indemnify the Trustee, the
   Securities Agent and the Paying Agent from, and hold them harmless against,
   any and all loss, liability or expense arising out of or in connection with
   any such arrangement for the purchase and conversion of any Securities
   between the Company and such purchasers, including the costs and expenses
   (including counsel fees and expenses) incurred by the Trustee, the Securities
   Agent or the Paying Agent in the defense of any claim or liability arising
   out of or in connection with the exercise or performance of any of their
   powers, duties, responsibilities or obligations under this Indenture except
   to the extent arising from their bad faith, willful misconduct or negligence,
   as determined by a court with competent jurisdiction in a final decision.

                                 IV. COVENANTS

      4.01 PAYMENT OF SECURITIES.

            The Company shall pay all amounts due with respect to the Securities
   on the dates and in the manner provided in the Securities and this Indenture.
   All such amounts shall be considered

                                      -24-
<PAGE>

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

            The Company shall pay, in cash, interest on any overdue amount at
   the rate of [6]% per annum.

      4.02 MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

                                      -25-
<PAGE>

      4.03 RESERVED.

      4.04 COMPLIANCE CERTIFICATE.

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

      4.05 STAY, EXTENSION AND USURY LAWS.

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

      4.06 CORPORATE EXISTENCE.

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

      4.07 NOTICE OF DEFAULT.

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

      4.08 FURTHER INSTRUMENTS AND ACTS.

                                      -26-
<PAGE>

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

      4.09 DELIVERY OF ORDINARY SHARES.

            The Company will deliver to the ADS custodian, such Ordinary Shares
required for the issuance of the ADSs by the ADS Depositary upon conversion of
the Securities, plus written delivery instructions (if requested by the ADS
Depositary or the ADS custodian) for such ADSs and any other information or
documentation required by the ADS Depositary the ADS custodian in connection
with each deposit of the Ordinary Shares and issuance and delivery of the ADSs.

                                 V. SUCCESSORS

      5.01 WHEN COMPANY MAY MERGE, ETC.

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

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

      5.02 SUCCESSOR SUBSTITUTED.

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

                           VI. DEFAULTS AND REMEDIES

      6.01 EVENTS OF DEFAULT.

                                      -27-
<PAGE>

            An "EVENT OF DEFAULT" occurs if:

                  (i) the Company fails to pay the principal of, or premium, if
            any, or interest on, any Security when the same becomes due and
            payable, whether at maturity, upon Early Redemption, on an Option
            Purchase Date with respect to a Purchase at Holder's Option, and
            upon Redemption on a Fundamental Change Repurchase Date with respect
            to a Repurchase Upon Fundamental Change or otherwise;

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

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

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

                  (v) the Company or any of its Subsidiaries defaults in the
            payment when due, after the expiration of any applicable grace
            period, of principal of, or premium, if any, or interest on,
            Indebtedness for money borrowed, in the aggregate principal amount
            then outstanding of fifteen million United States dollars
            (U.S.$15,000,000) or more, or the acceleration of Indebtedness of
            the Company or any of its Subsidiaries for money borrowed in such
            aggregate principal amount or more so that it becomes due and
            payable prior to the date on which it would otherwise become due and
            payable and such default is not cured or waived, or such
            acceleration is not rescinded, within sixty (60) days after notice
            to the Company by the Trustee or to the Company and the Trustee by
            Holders of at least twenty five percent (25%) in the aggregate
            principal amount of the Securities then outstanding, each in
            accordance with this Indenture;

                  (vi) the Company or any of its Subsidiaries fails, within
            sixty (60) days, to pay, bond or otherwise discharge any judgments
            or orders for the payment of money the total uninsured amount of
            which for the Company or any of its Subsidiaries exceeds fifteen
            million United States dollars (U.S.$15,000,000), which are not
            stayed on appeal;

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

                        (A) commences a voluntary case,

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

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

                                      -28-
<PAGE>

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

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

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

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

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

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

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

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

      6.02 ACCELERATION.

            If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(VII) or (VIII) with respect to the Company (but including an Event
of Default specified in SECTION 6.01(VII) or (VIII) solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company)) occurs and
is continuing, the Trustee by written notice to the Company, or the

                                      -29-
<PAGE>

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

      6.03 OTHER REMEDIES.

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

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

      6.04 WAIVER OF PAST DEFAULTS.

            Subject to SECTIONS 6.07 and 9.02, the Holders of a majority in
aggregate principal amount of the Securities then outstanding may, by notice to
the Trustee, waive any past Default or Event of Default and its consequences,
other than (A) a Default or Event of Default in the payment of the principal of
or premium, if any, on any Security, or in the payment of the Redemption Price,
the Option Purchase Price or the Fundamental Change Repurchase Price, (B) a
Default or Event of Default arising from a failure by the Company to convert any
Securities in accordance with this Indenture or (C) any Default or Event of
Default in respect of any provision of this Indenture or the Securities which,
under SECTION 9.02, cannot be modified or amended without the consent of the
Holder of each outstanding Security affected. When a Default or an Event of
Default is waived, it is cured and ceases to exist for all purposes under this
Indenture. This SECTION 6.04 shall be in lieu of TIA Section 316(a)(1)(B), and,
as permitted by the TIA, TIA Section 316(a)(l)(B) is hereby expressly excluded
from this Indenture.

                                      -30-
<PAGE>

      6.05 CONTROL BY MAJORITY.

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

      6.06 LIMITATION ON SUITS.

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

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

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

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

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

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

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

      6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

                                      -31-
<PAGE>

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

      6.08 COLLECTION SUIT BY TRUSTEE.

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

      6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

      6.10 PRIORITIES.

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

            First:      to the Trustee and the Securities Agent for amounts due
                        under SECTION 7.07;

            Second:     to Securityholders for all amounts due and unpaid on the
                        Securities, without preference or priority of any kind,
                        according to the amounts due and payable on the
                        Securities; and

            Third:      the balance, if any, to the Company

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

                                      -32-
<PAGE>

      6.11 UNDERTAKING FOR COSTS.

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

                        VII. TRUSTEE AND SECURITIES AGENT

      7.01 DUTIES OF TRUSTEE AND THE SECURITIES AGENT.

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

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

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

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

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

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

                                      -33-
<PAGE>

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

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

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

      7.02 RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

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

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

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

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

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

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

                                      -34-
<PAGE>

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

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

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

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

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

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

                                      -35-
<PAGE>

any such recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof or (ii) to see to any insurance.

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

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

      7.03 INDIVIDUAL RIGHTS OF TRUSTEE AND THE SECURITIES AGENT.

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

      7.04 DISCLAIMER OF THE TRUSTEE AND THE SECURITIES AGENT.

            Neither the Trustee nor the Securities Agent makes any
representation as to the validity or adequacy of this Indenture or the
Securities; neither the Trustee nor the Securities Agent shall be accountable
for the Company's use of the proceeds from the Securities; and the Trustee shall
not be responsible for any statement in the Securities other than its
certificate of authentication.

      7.05 NOTICE OF DEFAULTS.

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

      7.06 REPORTS BY TRUSTEE TO HOLDERS.

            Within sixty (60) days after each [-], beginning with [-], 2007, the
Trustee shall mail to each Securityholder if required by TIA Section 313(a) a
brief report dated as of such [-] that complies with TIA Section 313(c). In such
event, the Trustee also shall comply with TIA Section 313(b).

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

                                      -36-
<PAGE>

7.07     COMPENSATION AND INDEMNITY.

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

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

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

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

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

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

                                      -37-
<PAGE>

      7.08 REPLACEMENT OF TRUSTEE OR THE SECURITIES AGENT.

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

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

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

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

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

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

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

            If a successor Trustee or successor Securities Agent, as applicable,
does not take office within thirty (30) days after the retiring Trustee or
retiring Securities Agent, as applicable, resigns or is removed, the retiring
Trustee or retiring Securities Agent, as applicable, may, at the Company's
expense, and the Company or the Holders of at least ten percent (10%) in
aggregate principal amount of the outstanding Securities may, petition any court
of competent jurisdiction for the appointment of a successor Trustee or
successor Securities Agent, as applicable.

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

            Each successor Trustee or successor Securities Agent shall deliver a
written acceptance of its appointment to the retiring Trustee or retiring
Securities Agent, as applicable, and to the Company. Thereupon, the resignation
or removal of the retiring Trustee or the retiring Securities Agent, as
applicable, shall become effective, and the successor Trustee or successor
Securities Agent, as applicable, shall have all the rights, powers and duties of
the Trustee or the Securities Agent, as applicable, under this Indenture. The
successor Trustee or successor Securities Agent, as applicable, shall mail a
notice of its succession to Securityholders. The retiring Trustee or

                                      -38-
<PAGE>

retiring Securities Agent, as applicable, shall promptly transfer all property
held by it as Trustee or Securities Agent, as applicable, to the successor
Trustee or successor Securities Agent, as applicable, subject to the lien
provided for in SECTION 7.07. Notwithstanding any replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

      7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.

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

      7.10 ELIGIBILITY; DISQUALIFICATION.

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

      7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                          VIII. DISCHARGE OF INDENTURE

      8.01 TERMINATION OF THE OBLIGATIONS OF THE COMPANY.

            This Indenture shall cease to be of further effect if (a) either (i)
all outstanding Securities (other than Securities replaced pursuant to SECTION
2.07 hereof) have been delivered to the Securities Agent for cancellation or
(ii) all outstanding Securities have become due and payable at their scheduled
maturity or upon Purchase at Holder's Option, Redemption or Repurchase Upon
Fundamental Change, and in either case the Company irrevocably deposits, prior
to the applicable due date, with the Paying Agent (if the Paying Agent is not
the Company or any of its Affiliates) cash sufficient to pay all amounts due and
owing on all outstanding Securities (other than Securities replaced pursuant to
SECTION 2.07 hereof) on the Maturity Date an Option Purchase Date or a
Redemption Date or Fundamental Change Repurchase Date, as the case may be; (b)
the Company pays to the Trustee and the Securities Agent all other sums payable
hereunder by the Company; (c) no Default or Event of Default with respect to the
Securities shall exist on the date of such deposit; (d) such deposit will not
result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture; and (e) the Company has delivered to the Trustee and the
Securities Agent an Officer's Certificate and

                                      -39-
<PAGE>

an Opinion of Counsel, each stating that all conditions precedent provided for
herein relating to the satisfaction and discharge of this Indenture have been
complied with; provided, however, that SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.15, 2.16, 3.05, 3.10, 4.01, 4.02, 4.05, 7.07 and 7.08 and ARTICLES
VIII and X shall survive any discharge of this Indenture until such time as the
Securities have been paid in full and there are no Securities outstanding.

      8.02 APPLICATION OF TRUST MONEY.

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

      8.03 REPAYMENT TO COMPANY.

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

      8.04 REINSTATEMENT.

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

                                 IX. AMENDMENTS

                                      -40-
<PAGE>

      9.01 WITHOUT CONSENT OF HOLDERS.

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

                  (i) to comply with SECTIONS 5.01 and 10.11;

                  (ii) to make any changes or modifications to this Indenture
            necessary in connection with the qualification of this Indenture
            under the TIA;

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

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

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

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

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

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

      9.02 WITH CONSENT OF HOLDERS.

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

                  (i) change the stated maturity of the principal of any
            Security;

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

                                      -41-
<PAGE>

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

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

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

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

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

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

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

                  (x) modify the provisions of this Indenture with respect to
            modification and waiver (including waiver of a Default or an Event
            of Default), except to increase the percentage required for
            modification or waiver or to provide for consent of each affected
            Holder.

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

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

      9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

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

      9.04 REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the

                                      -42-
<PAGE>

consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to its Security or portion of a Security if the
Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

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

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

      9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

            If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security as
directed and prepared by the Company about the changed terms and return it to
the Holder. Alternatively, if the Company so determines, the Company in exchange
for the Security shall issue and the Trustee shall, upon receipt of a Company
Order, authenticate a new Security that reflects the changed terms.

      9.06 TRUSTEE AND SECURITIES AGENT PROTECTED.

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

      9.07 EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                 X. CONVERSION

                                      -43-
<PAGE>

      10.01 CONVERSION PRIVILEGE.

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

            (i) Conversion Based on Closing Sale Price of ADSs. The Securities
      may be surrendered for conversion into cash, ADSs or a combination of cash
      and ADSs on any Business Day of a calendar quarter after the calendar
      quarter ending December 31, 2007, if the Closing Sale Price for each of
      twenty (20) or more Trading Days in a period of thirty (30) consecutive
      Trading Days ending on the last Trading Day of the immediately preceding
      calendar quarter exceeds [one hundred and twenty percent (120%)] of the
      Conversion Price of the Securities in effect on the last Trading Day of
      the immediately preceding calendar quarter. Solely for purposes of
      determining whether the Securities shall have become convertible pursuant
      to this SECTION 10.01(A)(i), the Board of Directors shall, in its good
      faith determination, which shall be described in a Board Resolution, make
      appropriate adjustments to the Closing Sale Prices and/or such Conversion
      Price used to determine whether the Securities shall have become
      convertible pursuant to this SECTION 10.01(A)(i) to account for any
      adjustments to the Conversion Rate which shall have become effective, or
      any event requiring an adjustment to the Conversion Rate where the Ex Date
      of such event occurs, during the period of thirty (30) consecutive Trading
      Days ending on the last Trading Day of the immediately preceding calendar
      quarter.

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

                                      -44-
<PAGE>

            (iii) Conversion Based on Redemption. A Security, or portion of a
      Security, which has been called for Redemption pursuant to PARAGRAPH 6 of
      the Securities may be surrendered for conversion into cash, ADSs or a
      combination of cash and ADSs; provided, however, that such Security or
      portion thereof may be surrendered for conversion pursuant to this
      paragraph only until the close of business on the third (3rd) Business Day
      immediately preceding the Redemption Date.

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

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

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

                  (b) the Company is a party to a consolidation, merger, binding
            share exchange, reconstruction, amalgamation or other similar
            arrangement pursuant to which Ordinary Shares (including Ordinary
            Shares represented by ADSs) would be converted into or exchanged
            for, or would constitute solely the right to receive, cash,
            securities or other property, then, in each case, the Securities may
            be surrendered for conversion into cash, ADSs or a combination of
            cash and ADSs at any time during the period that begins on, and
            includes, the date that is thirty (30) Scheduled Trading Days prior
            to the date originally announced by the Company as the anticipated
            effective date of such transaction (which transaction anticipated
            effective date of such the Company shall disclose, in good faith, in
            the written notice, public announcement and publication referred to
            in SECTION 10.01(C)) and ends on, and includes, the date that is
            thirty (30) Business Days after the actual effective date of such
            transaction; provided, however, that if such transaction is a
            Make-Whole Fundamental Change, then the Securities may also be
            surrendered for conversion into cash, ADSs or a combination of cash
            and ADSs at any time during the Make-Whole Conversion Period
            applicable to such Make-Whole Fundamental Change; provided, further,
            that if such transaction is a Fundamental Change, then the
            Securities may also be surrendered for conversion into cash, ADSs or
            a combination of cash and ADSs at any time until, and including, the
            Fundamental Change Repurchase Date applicable to such Fundamental
            Change.

            (vi) Conversion During Specified Period. The Securities may be
      surrendered for Conversion into cash, ADSs or a combination of cash and
      ADSs at any time during the period from, and including, [ ] to the third
      Business Day preceeding the Maturity Date.

                                      -45-
<PAGE>

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

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

            (i) a description of such event;

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

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

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

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

      10.02 CONVERSION PROCEDURE AND PAYMENT UPON CONVERSION.

      (A) To convert a Security, a Holder must satisfy the requirements of
PARAGRAPH 9 of the Securities. Upon conversion of a Holder's Security, the
Company shall deliver cash, ADSs or a combination of cash and ADSs to such
Holder as follows, provided that all Holders' rights with respect to conversion
of the Securities and the Company's obligation to deliver ADSs at the Conversion
Rate upon such conversion (the "CONVERSION OBLIGATION"), are subject, in their
entirety, to the Company' right, in its sole and absolute discretion, to elect
to satisfy such Conversion Obligation in any manner permitted pursuant to this
SECTION 10.02:

            (i) the Company shall give notice, which shall be irrevocable, to
      Holders through the Conversion Agent of the method it will choose to
      satisfy its Conversion Obligation at any time on or before the date that
      is the second (2nd) Scheduled Trading Day following the Conversion Date
      (such period, the "SETTLEMENT NOTICE PERIOD") provided that if the related
      Conversion Date occurs during the period that begins, and includes, the
      twenty-seventh (27th) Scheduled Trading Day preceding [-], such notice of
      the Company's election shall be given to Holders no later than the
      twenty-eighth (28th) Scheduled Trading Day prior to [-]. If the Company
      fails to provide notice within the Settlement Notice Period, the Company
      shall satisfy its Conversion Obligation only in

                                      -46-
<PAGE>

      ADSs (and cash in lieu of fractional ADSs). If the Company chooses to
      satisfy any portion of its Conversion Obligation in cash, it will specify
      the amount to be satisfied in cash as a percentage of the Conversion
      Obligation or as a fixed dollar amount for each US$1,000 principal amount
      of the Securities. The Company shall treat all Holders converting on the
      same calendar day in the same manner; however, the Company shall not have
      any obligation to settle Conversion Obligation arising on different
      calendar day as in the same manner.

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

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

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

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

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

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

                  (c) if the Company elects to satisfy a percentage or a fixed
            amount (other than 100%) of the Conversion Obligation per US$1,000
            principal amount of Securities in cash, the Conversion Settlement
            Distribution shall consist of (1) the amount of cash so elected
            ("CASH AMOUNT"), provided that if such Cash

                                      -47-
<PAGE>

            Amount exceeds the Conversion Amount of the Securities being
            converted, then the Company shall deliver such Conversion Amount in
            cash in lieu of such Cash Amount, and (2) a number of ADSs per
            US$1,000 principal amount of Securities equal to, for each VWAP
            Trading Day of the Cash Settlement Averaging Period, the greater of:

                        (x) zero, and

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

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

                  (d) The Company shall settle its Conversion Obligation (1) on
            the fifth (5th) Scheduled Trading Day following the final VWAP
            Trading Day of the related Cash Settlement Averaging Period if it
            elects to satisfy its Conversion Obligation partially or entirely in
            cash, or (2) as soon as practicable but in no event later than the
            fifth (5th) Scheduled Trading Day, after the last day of the
            Settlement Notice Period (each date of settlement of the Company's
            Conversion Obligation being a "CONVERSION SETTLEMENT DATE").

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

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

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

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

                                      -48-
<PAGE>

            movements in price exceeding limits permitted by the stock exchange
            or otherwise) in the ADSs or in any options contracts or futures
            contracts relating to the ADSs.

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

      (C) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(III)(a), on and after the
Conversion Date for a Security, the person in whose name the ADSs, if any,
issuable upon conversion of such Security are to be registered shall be treated
as the holder of such ADSs, and all rights of the Holder of such Security shall
terminate, other than the right to receive the Conversion Settlement
Distribution deliverable as provided herein. A Holder of Securities is not
entitled, as such, to any rights of a holder of ADSs until such Holder has
converted its Securities into ADSs (to the extent such Securities are
convertible into ADSs) or is deemed to be a holder of ADSs, as provided in this
SECTION 10.02(C).

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

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

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

      10.03 TAXES ON CONVERSION.

            If a Holder converts its Security, the Company shall pay any
documentary, stamp or similar issue or transfer tax or duty due on the issue, if
any, of ADSs upon the conversion. However, such Holder shall pay any such tax or
duty which is due because the Holder requests the ADSs to be issued in a name
other than such Holder's name. The Conversion Agent may refuse to deliver any
certificate representing the ADSs to be issued in a name other than such
Holder's name until the Conversion Agent receives certification in writing that
all taxes and duties due because such shares are to be issued in a name other
than such Holder's name have been paid. Nothing herein shall preclude any tax
withholding required by law or regulation within any jurisdiction in which the
Company or any successor are organized or resident for tax purposes or through
which payment is made (each, as applicable, a "RELEVANT TAXING

                                      -49-
<PAGE>

JURISDICTION"), if such withholding or deduction is required by law or by
regulation or governmental policy having the effect of law. In the event that
any such withholding or deduction is so required, the Company shall pay to the
Holder of each Security such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary to ensure that the net amounts received by the Holder after such
withholding or deduction (and after deducting any taxes on the Additional
Amounts) shall equal the amounts which would have been received by such Holder
had no such withholding or deduction been required, except that no Additional
Amounts shall be payable:

      (A) for or on account of:

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

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

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

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

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

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

                                      -50-
<PAGE>

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

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

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

      10.04 COMPANY TO PROVIDE ORDINARY SHARES AND ADSS.

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

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

            The Company shall maintain, as long as the Securities are
outstanding, the effectiveness of a registration statement on Form F-6 relating
to the ADSs and an adequate number of ADSs available for issuance thereunder
such that freely tradeable ADSs can be delivered in accordance herewith upon
conversion of the Securities. The Company shall comply with all securities laws
regulating the offer and delivery of ADSs upon conversion of Securities.

      10.05 ADJUSTMENT OF CONVERSION RATE.

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

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

                                      -51-
<PAGE>
                                              OS'
                                 CR'=CR(0) X -----
                                              OS(0)

            where,

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

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

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

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

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

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

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

            where,

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

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

                                      -52-
<PAGE>

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

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

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

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

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

      (C) In case the Company shall, by dividend or otherwise, distribute to all
or substantially all holders of its Ordinary Shares, Shares of any class of
Share Capital of the Company (other than Ordinary Shares as covered by SECTION
10.05(A)), evidences of its Indebtedness or other assets or property of the
Company (including securities, but excluding dividends and distributions covered
by SECTION 10.05(B) or 10.05(D) and distributions described below in this
subsection (C) with respect to Spin-Offs) (any of such shares of Share Capital,
Indebtedness, or other asset or property hereinafter in this SECTION 10.05(C)
called the "DISTRIBUTED PROPERTY"), then, in each such case the Conversion Rate
shall be adjusted based on the following formula:

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


            where,

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

                                      -53-
<PAGE>

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

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

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

            Such adjustment shall become effective immediately prior to the
opening of business on the Ex Date for such distribution; provided that if "FMV"
as set forth above is equal to or greater than "SP(0)" as set forth above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder of Securities has the right to receive, for each US$1,000 principal
amount of Securities, the amount of Distributed Property such Holder would have
received had such Holder owned a number of Ordinary Shares equal to the
Conversion Rate on the record date for such distribution multiplied by the
number of Ordinary Shares then represented by each ADS, without being required
to convert the Securities. If such distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If the
Board of Directors determines "FMV" for purposes of this SECTION 10.05(C) by
reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in
computing the Closing Sale Prices of the ADSs divided by the number of Ordinary
Shares then represented by each ADS over the ten (10) consecutive Trading Day
period ending on the Trading Day immediately preceding the Ex Date for such
distribution.

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

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

            Where,

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

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

            FMV(0) = the average of the Closing Sale Prices of the shares or
            similar equity interest distributed to holders of Ordinary Shares
            applicable to one Ordinary Share over the first

                                      -54-
<PAGE>

            ten (10) consecutive Trading Day period immediately following, and
            including, the effective date of the Spin-Off; and

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

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

            Rights or warrants distributed by the Company to all holders of
Ordinary Shares, entitling the holders thereof to subscribe for or purchase ADSs
or shares of the Company's Share Capital, including Ordinary Shares (either
initially or under certain circumstances), which rights or warrants, until the
occurrence of a specified event or events ("TRIGGER EVENT"): (i) are deemed to
be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii)
are also issued in respect of future issuances of Ordinary Shares, shall be
deemed not to have been distributed for purposes of this Section (and no
adjustment to the Conversion Rate under this Section shall be required) until
the occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this SECTION 10.05(C).
If any such rights or warrants are subject to events, upon the occurrence of
which such rights or warrants become exercisable to purchase different
securities, evidences of Indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Rate under this Section was
made, (1) in the case of any such rights or warrants that shall all have been
redeemed or repurchased without exercise by any holders thereof, the Conversion
Rate shall be readjusted upon such final redemption or repurchase to give effect
to such distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or repurchase price
received by a holder or holders of Ordinary Shares with respect to such rights
or warrants (assuming such holder had retained such rights or warrants), made to
all holders of Ordinary Shares as of the date of such redemption or repurchase,
and (2) in the case of such rights or warrants that shall have expired or been
terminated without exercise by any holders thereof, the Conversion Rate shall be
readjusted as if such rights and warrants had not been issued.

            For purposes of this SECTION 10.05(C) and SECTIONS 10.05(A) and
10.05(B), any dividend or distribution to which this SECTION 10.05(C) is
applicable that also includes Ordinary Shares to which SECTION 10.05(A) applies
or rights or warrants to subscribe for or purchase Ordinary

                                      -55-
<PAGE>

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

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

                                             SO(0)
                              CR' = CR(0) X  -----
                                            SP(0)-C

            where,

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

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

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

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

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

                                      -56-
<PAGE>

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

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

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

            where,

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

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

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

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

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

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

            Such adjustment shall become effective immediately after close of
business on the Trading Day next succeeding the date such tender or exchange
offer expires. If the Company or its Subsidiary is obligated to purchase
Ordinary Shares pursuant to any such tender or exchange offer, but the Company
or its Subsidiary is permanently prevented by applicable law from effecting all
or any such purchases or all or any portion of such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if

                                      -57-
<PAGE>

such tender or exchange offer had not been made or had only been made in respect
of the purchases that had been effected.

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

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

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

            (F) In addition to those required by SECTION 10.05(A) through
SECTION 10.05(E), and to the extent permitted by applicable law and the
continued listing requirements of the principal U.S. national securities
exchange on which the ADSs are then listed, the Company from time to time may
increase the Conversion Rate by any amount for a period of at least twenty (20)
calendar days or any longer period permitted by law if the Board of Directors
determines that such increase would be in the Company's best interest. Whenever
the Conversion Rate is increased pursuant to the preceding sentence, the Company
shall mail to the Holder of each Security at his last address appearing on the
Register provided for in SECTION 2.05 a notice of the increase at least 15
calendar days prior to the date the increased Conversion Rate takes effect, and
such notice shall state the increased Conversion Rate and the period during
which it will be in effect. In addition, the Company may also (but is not
required to) increase the Conversion Rate to avoid or diminish any tax to
holders of Ordinary Shares or ADSs or rights to purchase Ordinary Shares or ADSs
in connection with any dividend or distribution of shares (or rights to acquire
shares) or similar event.

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

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

                                      -58-
<PAGE>

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

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

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

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

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

            (I) In any case in which this Section provides that an adjustment
shall become effective immediately after (1) the Ex Date for an event or (2) the
last date on which tenders or exchanges may be made pursuant to any tender or
exchange offer pursuant to SECTION 10.05(E) of this Section (each an "ADJUSTMENT
DETERMINATION DATE"), the Company may elect to defer until the occurrence of the
applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder
of any Security converted after such Adjustment Determination Date and before
the occurrence of such Adjustment Event, the additional Conversion Settlement
Distribution or other securities issuable upon such conversion by reason of the
adjustment required by such Adjustment Event over and above the amounts
deliverable upon such conversion before giving effect to such adjustment and (y)
paying to such Holder any amount in cash in lieu of any fractional ADS pursuant
to SECTION 10.02(B). For purposes of this subsection (i), the term "ADJUSTMENT
EVENT" shall mean:

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

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

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

            (K) In the event that the Company elects to settle the Conversion
Obligation in accordance with SECTION 10.02(A)(III)(C), at and after the close
of business on the last VWAP

                                      -59-
<PAGE>

Trading Day (the "RELEVANT DATE") of the related Cash Settlement Averaging
Period, the Person in whose names any ADSs issuable upon such conversion are
registered shall be treated as the holder of record thereof on such Relevant
Date; provided, however, that if any such ADSs constitute Make-Whole
Consideration, then the Relevant Date with respect to such shares that
constitute Make-Whole Consideration shall instead be deemed to be the later of
(i) the last VWAP Trading Day of the related Cash Settlement Averaging Period
and (ii) the Effective Date of the Make-Whole Fundamental Change resulting in
the Make-Whole Consideration.

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

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

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

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

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

      10.06 NO ADJUSTMENT.

            Notwithstanding anything to the contrary in SECTION 10.05, no
adjustment in the Conversion Rate pursuant to SECTION 10.05 shall be required
until cumulative adjustments amount to one percent (1%) or more of the
Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion
Rate); provided, however, that any adjustments to the Conversion Rate which by
reason of this SECTION 10.06 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment to the Conversion
Rate; provided further,

                                      -60-
<PAGE>

 that (i) if the Company shall mail a notice of Redemption pursuant to
SECTION 3.04, or if a Fundamental Change or Make-Whole Fundamental Change
occurs, or if the Securities shall become convertible pursuant to SECTION
10.01(A)(IV) or SECTION 10.01(A)(V), (ii) on [o] of each year, and (iii) on the
date that is twenty-four (24) Scheduled Trading Days prior to, and on each VWAP
Trading Day thereafter until, [o], [2010] any adjustments to the Conversion Rate
that have been, and at such time remain, deferred pursuant to this SECTION 10.06
shall be given effect, and such adjustments, if any, shall no longer be carried
forward and taken into account in any subsequent adjustment to the Conversion
Rate. All calculations under this ARTICLE X shall be made to the nearest cent or
to the nearest one-millionth of an ADS, as the case may be.

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

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

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

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

      10.07 OTHER ADJUSTMENTS.

            In the event that, as a result of an adjustment made pursuant to
SECTION 10.05 hereof, the Holder of any Security thereafter surrendered for
conversion may, subject to the Company's right of election pursuant to SECTION
10.02, become entitled to receive any shares or securities other than ADSs, or
if the Ordinary Shares represented by such ADSs become converted, exchanged,
reclassified or otherwise changed into other shares or securities, thereafter
the Conversion Rate of such other shares so receivable upon conversion of any
Security shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as

                                      -61-
<PAGE>

practicable to the provisions with respect to ADSs (taking into account the
number of Ordinary Shares represented by each ADS immediately prior to such
adjustment of the Conversion Rate or such change in the ADSs or Ordinary Shares,
as the case may be) contained in this ARTICLE X.

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

            In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason, and
such event constitutes a Termination of Trading, then the provisions of SECTION
3.10 shall apply.

            In the event that the facility for the ADSs maintained with the ADS
Depositary pursuant to the Deposit Agreement is terminated for any reason
(whether or not such event constitutes a Termination of Trading), Holders' right
to convert Securities into ADSs under this ARTICLE X shall become a right to
convert Securities into Ordinary Shares (subject to the Company's right under
SECTION 10.02 to deliver cash in lieu thereof) at a Conversion Rate, subject to
adjustment from time to time in accordance with this ARTICLE X, equal to (i) the
number of Ordinary Shares represented by each ADS immediately prior to such
termination, multiplied by (ii) the Conversion Rate applicable immediately prior
to such termination, multiplied by (iii) the aggregate principal amount of the
Securities being converted divided by US$1,000.

      10.08 ADJUSTMENTS FOR TAX PURPOSES.

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

      10.09 NOTICE OF ADJUSTMENT.

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

      10.10 NOTICE OF CERTAIN TRANSACTIONS.

            In the event that:

                                      -62-
<PAGE>

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

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

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

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

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

            Except as provided in SECTION 10.14(E), if any of the following
shall occur, namely: (i) any reclassification or change in the Ordinary Shares
represented by the ADSs issuable upon conversion of Securities (other than a
change only in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination of Ordinary
Shares), (ii) any consolidation, merger, binding share exchange, reconstruction,
amalgamation or other similar arrangement, or such to which the Company is a
party, other than a merger in which the Company is the continuing Person and
which does not result in any reclassification of, or change (other than a change
in name, or par value, or from par value to no par value, or from no par value
to par value or as a result of a subdivision or combination) in, the Ordinary
Shares, or (iii) any sale, transfer, lease, conveyance or other disposition of
all or substantially all of the property or assets of the Company, in each case,
pursuant to which the Ordinary Shares would be converted into or exchanged for,
or would constitute solely the right to receive, cash, securities or other
property, then the Company or such successor or purchasing Person, as the case
may be, shall execute and deliver to the Trustee and the Securities Agent a
supplemental indenture in form reasonably satisfactory to the Trustee and the
Securities Agent providing that, at and after the effective time of such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition, the Holder of each Security then
outstanding shall have the right to convert such Security (if otherwise
convertible pursuant to this ARTICLE X) into the kind and amount of cash,
securities or other property (collectively, "REFERENCE PROPERTY") receivable
upon such reclassification, change, consolidation, merger, binding share
exchange, reconstruction, amalgamation or other similar arrangement, or such
sale, transfer, lease, conveyance or disposition by a holder of a number of
Ordinary Shares equal to the product of (i) the number of Ordinary Shares then
represented by each ADS, and (ii) a fraction whose denominator is one thousand
(1,000) and whose numerator is the product of the principal amount of such
Security and the Conversion Rate in effect immediately prior to such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition (assuming, if holders

                                      -63-
<PAGE>

of Ordinary Shares shall have the opportunity to elect the form of consideration
to receive pursuant to such reclassification, change, consolidation, merger,
binding share exchange, reconstruction, amalgamation or other similar
arrangement, or such sale, transfer, lease, conveyance or disposition, that the
Collective Election shall have been made with respect to such election);
provided, however, that at and after the effective time of such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition, the Company shall continue to have
the right to elect in accordance with SECTION 10.02 to deliver cash in full or
partial settlement of the Conversion Obligation pursuant to SECTION 10.02 with
respect to the conversion of any Security and the Conversion Settlement
Distribution deliverable upon the conversion of any Security shall be calculated
based on the fair value of the Reference Property instead of the Closing Sale
Price per Ordinary Share. If holders of Ordinary Shares shall have the
opportunity to elect the form of consideration to receive pursuant to such
reclassification, change, consolidation, merger, binding share exchange,
reconstruction, amalgamation or other similar arrangement, or such sale,
transfer, lease, conveyance or disposition, then the Company shall make adequate
provision to give Holders, treated as a single class, a reasonable opportunity
to elect the form of such consideration for purposes of determining the
composition of the Reference Property referred to in the immediately preceding
sentence, and once such election is made, such election shall apply to all
Holders after the effective time of such reclassification, change,
consolidation, merger, binding share exchange, reconstruction, amalgamation or
other similar arrangement, or such sale, transfer, lease, conveyance or
disposition. The supplemental indenture referred to in the first sentence of
this paragraph shall provide for adjustments of the Conversion Rate which shall
be as nearly equivalent as may be practicable to the adjustments of the
Conversion Rate provided for in this ARTICLE X. The foregoing, however, shall
not in any way affect the right a Holder of a Security may otherwise have,
pursuant to SECTION 10.05(C), SECTION 10.05(H) or SECTION 10.13, to receive
rights or warrants upon conversion or a Security. If, in the case of any such
consolidation, merger, binding share exchange, reconstruction, amalgamation or
other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, the cash, securities or other and property receivable thereupon by
a holder of Ordinary Shares includes cash, securities or other property of a
Person other than the successor or purchasing Person, as the case may be, in
such consolidation, merger, binding share exchange, reconstruction, amalgamation
or other similar arrangement, or such sale, transfer, lease, conveyance or
disposition, then such supplemental indenture shall also be executed by such
other Person and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors in good
faith shall reasonably determine necessary by reason of the foregoing (which
determination shall be described in a Board Resolution). The provisions of this
SECTION 10.11 shall similarly apply to successive consolidations, mergers,
binding share exchanges, reconstruction, amalgamation or other similar
arrangement, or successive sales, transfers, leases, conveyances or
dispositions.

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

                                      -64-
<PAGE>

arrangement, or such sale, transfer, lease, conveyance or disposition and any
adjustment to be made with respect thereto.

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

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

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

      10.13 RIGHTS DISTRIBUTIONS PURSUANT TO ANTI-TAKEOVER PROVISIONS.

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

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

                                      -65-
<PAGE>

preferred shares, securities or rights to the same extent as other holders of
ADSs in accordance with the terms of the Deposit Agreement.

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

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

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

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

<TABLE>
<CAPTION>
                                  EFFECTIVE DATE
                  ------------------------------------------
APPLICABLE PRICE  [O], 2007  [O], 2008  [O], 2009  [O], 2010
----------------  ---------  ---------  ---------  ---------
<S>               <C>        <C>        <C>        <C>
[o].............     [o]        [o]        [o]        [o]
[o].............     [o]        [o]        [o]        [o]
[o].............     [o]        [o]        [o]        [o]
</TABLE>

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

                  provided, however, that:

                                      -66-
<PAGE>

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

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

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

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

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

            (C) As used herein, "APPLICABLE PRICE" shall have the following
meaning with respect to a Make-Whole Fundamental Change: (a) if such Make-Whole
Fundamental Change constitutes a Voting Share Change Make-Whole Fundamental
Change or an Ordinary Share Change Make-Whole Fundamental Change and the
consideration (excluding cash payments for fractional ADSs or pursuant to
statutory appraisal rights) for the Ordinary Shares in such Make-Whole
Fundamental Change consists solely of cash, then the "Applicable Price" with
respect to such Make-Whole Fundamental Change shall be equal to the cash amount
paid per Ordinary Share in such Make-Whole Fundamental Change multiplied by the
number of Ordinary Shares then represented by each ADS, and (b) in all other
circumstances, the "Applicable Price" with respect to such Make-Whole

                                      -67-
<PAGE>

Fundamental Change shall be equal to the average of the Closing Sale Prices per
ADS for the five (5) consecutive Trading Days immediately preceding the
Effective Date of such Make-Whole Fundamental Change, which average shall be
appropriately adjusted by the Board of Directors, in its good faith
determination (which determination shall be described in a Board Resolution), to
account for any adjustment, pursuant hereto, to the Conversion Rate that shall
become effective, or any event requiring, pursuant hereto, an adjustment to the
Conversion Rate where the Ex Date of such event occurs, at any time during such
five (5) consecutive Trading Days.

            (D) At least thirty (30) Scheduled Trading Days before the first
anticipated effective date of each proposed Make-Whole Fundamental Change, the
Company shall mail to each Holder, in accordance with SECTION 12.02, written
notice of, and shall publicly announce, through a reputable national newswire
service in the United States, and publish on the Company's website, the
anticipated effective date of such proposed Make-Whole Fundamental Change. No
later than the third Business Day after the Effective Date of each Make-Whole
Fundamental Change, the Company shall mail, in accordance with SECTION 12.02,
written notice of, and shall publicly announce, through a reputable national
newswire service in the United States, and publish on the Company's website,
such Effective Date and the Make-Whole Applicable Increase applicable to such
Make-Whole Fundamental Change.

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

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

                                XI. TAX TREATMENT

      11.01 TAX TREATMENT.

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

      11.02 TAX WITHHOLDING OBLIGATIONS.

            By purchasing an interest in a Security, each Holder and each Person
(including an entity) that acquires a direct or indirect beneficial interest in
a Security hereby agrees, subject to the provisions of SECTION 10.03,

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

                                      -68-
<PAGE>

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

                               XII. MISCELLANEOUS

      12.01 TRUST INDENTURE ACT CONTROLS.

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

      12.02 NOTICES.

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

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

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

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

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

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

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

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

            All notices or communications shall be in writing.

                                      -69-
<PAGE>

The Company's address is:

Yingli Green Energy Holding Company Limited
No. 3055 Middle Fuxing Road
Baoding 071051
People's Republic of China
Attn: Chief Financial Officer
Facsimile:  +86-312-8929-800
Phone: +86-312-3100-500

The Trustee and Securities Agent's address is:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Capital Markets/Yingli Green Energy
Facsimile:  +302-636-4145
Phone:  +302-636-6000

      12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

      12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

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

      12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                                      -70-
<PAGE>

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

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

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

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

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

      12.06 RULES BY TRUSTEE AND AGENTS.

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

      12.07 LEGAL HOLIDAYS.

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

      12.08 DUPLICATE ORIGINALS.

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

      12.09 GOVERNING LAW.

            The laws of the State of New York, without regard to principles of
conflicts of law, shall govern this Indenture and the Securities.

      12.10 SUBMISSION TO JURISDICTION

            The parties hereby submit to the non-exclusive jurisdiction of any
United States Federal or New York State court sitting in the Borough of
Manhattan in the City of New York solely for

                                      -71-
<PAGE>

the purpose of any legal action or proceeding brought to enforce their
obligations hereunder or with respect to any Security.

            As long as any of the Securities remain outstanding or the parties
hereto have any obligation under this Indenture, the Company shall have an
authorized agent upon whom process may be served in any such legal action or
proceeding. Service of process upon such agent and written notice of such
service mailed or delivered to the Company shall to the extent permitted by law
be deemed in every respect effective service of process upon the Company in any
such legal action or proceeding and, if it fails to maintain such an agent, any
such process or summons may be served by mailing a copy thereof by registered
mail, or a form of mail substantially equivalent thereto, addressed to it at its
address as provided for notices hereunder. The Company hereby appoints Law
Debenture Corporation Service Inc. at 400 Madison Avenue, New York, New York
10017, as its agent for such purposes, and covenants and agrees that service of
process in any legal action or proceeding may be made upon it at such office of
such agent.

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

      12.11 NO IMMUNITY

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

      12.12 JUDGMENT CURRENCY

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

                                      -72-
<PAGE>

      12.13 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

      12.14 SUCCESSORS.

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

      12.15 SEPARABILITY.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby
and a Holder shall have no claim therefor against any party hereto.

      12.16 TABLE OF CONTENTS, HEADINGS, ETC.

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

      12.17 CALCULATIONS IN RESPECT OF THE SECURITIES.

            The Company shall make all calculations under this Indenture and the
Securities (including, without limitation, the Conversion Price and any
adjustments to the Conversion Rate pursuant hereto, the daily principal returns,
the daily conversion values, and the daily net Shares) in good faith. In the
absence of manifest error, such calculations shall be final and binding on all
Holders. The Company shall provide a copy of such calculations to the Trustee
and the Securities Agent as requested or required hereunder, and each of the
Trustee and the Securities Agent shall be entitled to rely on the accuracy of
any such calculation without independent verification. Neither the Trustee or
the Securities Agent shall have any obligation to calculate or determine or
verify the calculation or determination of the Conversion Rate, the Conversion
Price, the daily principal return, the daily conversion values or the daily net
shares. The Trustee and/or the Securities Agent shall forward the Company's
calculations to any Holder upon request of such Holder.

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

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

                                      -73-
<PAGE>

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

                                      -74-
<PAGE>

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

                                     YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                                     By:________________________________________
                                        Name:
                                        Title:

                                   [Indenture]

<PAGE>

                                     WILMINGTON TRUST COMPANY

                                     By:________________________________________
                                         Name:
                                         Title:

                                   [Indenture]

<PAGE>

                                                                       EXHIBIT A

                        [Form of Face of Global Security]

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

      TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, BY DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                   YiNGLI GREEN ENERGY HOLDING COMPANY LIMITED

                 Zero Coupon Convertible Senior Note due [2010]

Certificate No._____________
                                                              CUSIP No. ________

      Yingli Green Energy Holding Company Limited, a company with limited
liability under the laws of the Cayman Islands (the "COMPANY"), for value
received, hereby promises to pay to Cede & Co., or its registered assigns, the
principal sum of United States dollars (US$ ) on [-], [2010].

      Payment of the Principal Amount, Redemption Price, and the Repurchase
Price on this Security will be made at the Trustee's Corporate Trust Office, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

      This Security shall not bear interest. This Security is convertible as
specified on the reverse side of this Security.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse side of this Security, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                                     A-1-1
<PAGE>

                                                                       EXHIBIT A

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                     A-1-2
<PAGE>

      IN WITNESS WHEREOF, Yingli Green Energy Holding Company Limited has caused
this instrument to be duly signed.

                                     YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                                     By:________________________________________
                                        Name:
                                        Title:

                                     A-1-3
<PAGE>

CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY, AS TRUSTEE

By:___________________________________
           Authorized Signatory

Dated:________________________________

                                     A-1-4
<PAGE>

                      [FORM OF REVERSE OF GLOBAL SECURITY]

                   YINGLI GREEN ENERGY HOLDING COMPANY LIMITED

                 ZERO COUPON CONVERTIBLE SENIOR NOTE DUE [2010]

      1. INTEREST. This Security shall not bear interest, provided that, if the
Redemption Price or Repurchase Price is not paid when due, then in each such
case the overdue amount shall, to the extent permitted by law, bear interest at
the rate of [6]% per annum, compounded semi-annually, which interest shall
accrue from the date such overdue amount was originally due to the date payment
of such amount has been made or duly provided for. All such interest shall be
payable on demand.

      2. MATURITY. The Securities will mature on [-], [2010]. Unless previously
redeemed, repurchased or converted, upon Maturity, the Company will redeem the
Securities at a Redemption Price that equals to [-]% of the principal amount of
Securities to be redeemed.

      3. METHOD OF PAYMENT. Subject to the terms and conditions of the
Indenture, the Company will make payments in cash, ADSs or a combination
thereof, as the case may be, in respect of the Principal Amount, Redemption
Price, and Repurchase Price to Holders who surrender Securities to a Paying
Agent to collect such payments in respect of the Securities.

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

      5. INDENTURE. The Company issued the Securities under an Indenture dated
as of [-], 2007 (the "INDENTURE") between the Company and Wilmington Trust
Company, as trustee (the "TRUSTEE") and the Securities Agent. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA") as amended and in effect from time to time. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. The Securities are general
unsecured senior obligations of the Company limited to US$[172,500,000]
aggregate principal amount, except as otherwise provided in the Indenture
(except for the Securities issued in substitution for destroyed, mutilated, lost
or stolen Securities). Terms used herein without definition and which are
defined in the Indenture have the meanings assigned to them in the Indenture.

      6. OPTIONAL REDEMPTION.

            The Company shall have the right, at the Company's option, at any
time, and from time to time, on a Redemption Date, to redeem all or any part of
the Securities at a price payable in cash equal to the Early Redemption Amount.

            Early Redemption Amount means an amount in respect of each US$1,000
principal amount of Securities calculated in accordance with the following
formula, rounded (if necessary) to two decimal places with 0.005 being rounded
upwards (provided that if the date

                                     A-1-5
<PAGE>

fixed for redemption is a Semi-Annual Date (as set out below), such Early
Redemption Amount shall be as set out in the table below in respect of such
Semi-Annual Date):

            Early Redemption Amount = Previous Redemption Amount x (1+r/2(d/p)

            Previous Redemption Amount = the Early Redemption Amount for each
US$1,000 principal amount on the Semi-Annual Date immediately preceding the date
fixed for redemption as set out below (or if the Securities are to be redeemed
prior to [-], 2007, US$1,000):

<TABLE>
<CAPTION>
SEMI-ANNUAL DATE                                EARLY REDEMPTION AMOUNT
----------------                                -----------------------
                                                        US Dollar
<S>                                             <C>
[  ] 2007......................................        [      ]
[  ] 2008......................................        [      ]
[  ] 2008......................................        [      ]
[  ] 2009......................................        [      ]
[  ] 2009......................................        [      ]
[  ] 2010......................................        [      ]
[  ] 2010......................................        [      ]
</TABLE>

            r = [-] per cent, expressed as a fraction

            d = number of days from and including the immediately preceding
Semi-Annual Date (or if the Securities are to be redeemed on or before [-] 2007,
from and including the issue date) to, but excluding, the date fixed for
redemption, calculated on the basis of a 360-day year consisting of 12 months of
30 days each and, in the case of an incomplete month, the number of days elapsed

            p = 180.

      7. NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least
thirty (30) days but not more than sixty (60) days before the Redemption Date to
each Holder of the Securities to be redeemed at its address appearing in the
security register. The Securities in denominations larger than US$1,000
principal amount may be redeemed in part but only in integral multiples of
US$1,000 principal amount.

      8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of each Holder, the Securities  held by such Holder on
February 15, 2010 (the "OPTION PURCHASE DATE") at the Option Purchase Price,
payable in cash, equal to [  ] percent ([  ]%) of the principal amount of the
Securities to be purchased, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of business
on the date that is twenty (20) Business Days prior to the Option Purchase Date
until the close of business on the third (3rd) Business Day immediately
preceding the Option Purchase Date and upon delivery of the Securities to the
Paying Agent by the Holder as set forth in the Indenture.

      9. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to
the terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is US$1,000 in principal amount or any integral multiple thereof
on a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"),
which date is no later than thirty five (35) days, nor earlier than twenty (20)
days, after the date on which notice of such Fundamental Change is mailed in
accordance with the Indenture, at a price payable in cash equal to the Early
Redemption Amount.

                                     A-1-6
<PAGE>

      10. CONVERSION.

            Conversion Based on Closing Sale Price of ADSs. Subject to earlier
Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change,
Holders may surrender Securities in integral multiples of US$1,000 principal
amount for conversion into, at the Company's election, cash, ADSs or a
combination thereof, on any Business Day of a calendar quarter after the
calendar quarter ending December 31, 2007, if the Closing Sale Price for each of
twenty (20) or more Trading Days in a period of thirty (30) consecutive Trading
Days ending on the last Trading Day of the immediately preceding calendar
quarter exceeds [-] percent ([-]%) of the Conversion Price of the Securities in
effect on the last Trading Day of the immediately preceding calendar quarter.
Solely for purposes of determining whether the Securities shall have become
convertible pursuant to this paragraph, the Board of Directors shall, in its
good faith determination, which shall be described in a Board Resolution, make
appropriate adjustments to the Closing Sale Prices and/or such Conversion Price
used to determine whether the Securities shall have become convertible pursuant
to this paragraph to account for any adjustments to the Conversion Rate which
shall have become effective, or any event requiring an adjustment to the
Conversion Rate where the Ex Date of such event occurs, during the period of
thirty (30) consecutive Trading Days ending on the last Trading Day of the
immediately preceding calendar quarter.

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

            Conversion Based on Redemption. A Security, or portion of a
Security, which has been called for Redemption pursuant to PARAGRAPH 6 may be
surrendered in integral multiples of US$1,000 principal amount for conversion
into, at the Company's election, cash, ADSs or a combination thereof; provided,
however, that such Security or portion thereof may be


                                     A-1-7
<PAGE>

surrendered for conversion pursuant to this paragraph only until the close of
business on the third (3rd) Business Day immediately preceding the Redemption
Date.

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

            Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon
Fundamental Change, if either:

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

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

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

            To convert a Security, a Holder must (1) complete and sign the
Conversion Notice, with appropriate signature guarantee, on the back of the
Security, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Registrar or
Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay in
accordance with the Indenture and (5) pay any tax or duty if required pursuant
to the Indenture. A Holder may convert a portion of a Security if the portion is
US$1,000 principal amount or an integral multiple of US$1,000 principal amount.

                                     A-1-8
<PAGE>

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

            The initial Conversion Rate is [-] ADSs per US$1,000 principal
amount of Securities (which results in an effective initial Conversion Price of
approximately US$[-] per ADS) subject to adjustment in the event of certain
circumstances as specified in the Indenture. The Company will deliver cash in
lieu of any fractional ADS.

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

      11. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of US$1,000 principal amount and
integral multiples of US$1,000 principal amount. The transfer of the Securities
may be registered and the Securities may be exchanged as provided in the
Indenture. The Securities Agent may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents. No service charge shall
be made for any such registration of transfer or exchange, but the Company and
the Securities Agent may require payment of a sum sufficient to cover any tax or
similar governmental charge that may be imposed in connection with certain
transfers or exchanges. The Company or the Securities Agent, as the case may be,
shall not be required to register the transfer of or exchange any Security (i)
during a period beginning at the opening of business twenty (20) days before the
mailing of a notice of redemption of the Securities selected for Redemption
under SECTION 3.04 of the Indenture and ending at the close of business on the
day of such mailing or (ii) for a period of twenty (20) days before selecting,
pursuant to SECTION 3.03 of the Indenture, the Securities to be redeemed or
(iii) that has been selected for Redemption or for which a Purchase Notice or
Repurchase Notice has been delivered, and not withdrawn, in accordance with the
Indenture, except the unredeemed or unrepurchased portion of the Securities
being redeemed or repurchased in part.

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

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


                                     A-1-9
<PAGE>

Securities and the Indenture; and (iii) immediately after giving effect to the
transaction, no Default or Event of Default shall exist.

      14. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and certain existing Defaults or Events of Default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. In accordance with the terms of the
Indenture, the Company may amend or supplement this Indenture or the Securities
without notice to or the consent of any Securityholder: (i) to comply with
SECTIONS 5.01 and 10.11 of the Indenture; (ii) to make any changes or
modifications to the Indenture necessary in connection with the registration of
the Securities under the Securities Act pursuant to the Registration Rights
Agreement or the qualification of the Indenture under the TIA; (iii) to evidence
and provide the acceptance to the appointment of a successor Trustee under the
Indenture; (iv) to secure the obligations of the Company in respect of the
Securities; (v) to add to the covenants of the Company described in the
Indenture for the benefit of Securityholders or to surrender any right or power
conferred upon the Company; (vi) to make provisions with respect to adjustments
to the Conversion Rate as required by the Indenture or to increase the
Conversion Rate in accordance with the Indenture; and (vii) to make any changes
of a formal minor or technical nature or necessary to correct a manifest error
or comply with mandatory provisions of applicable law as evidence by an Opinion
of Counsel as long as such change does not adversely affect the rights of the
Holders of the Securities in any material respect. In addition, the Company, the
Trustee and the Securities Agent may enter into a supplemental indenture without
the consent of Holders of the Securities to cure any ambiguity, defect, omission
or inconsistency in the Indenture in a manner that does not, individually or in
the aggregate with all other modifications made or to be made to the Indenture,
adversely affect the rights of any Holder in any material respect.

      15. DEFAULTS AND REMEDIES.

            If an Event of Default (excluding an Event of Default specified in
SECTION 6.01(VII) or (VIII) of the Indenture with respect to the Company (but
including an Event of Default specified in SECTION 6.01(VII) or (VIII) of the
Indenture solely with respect to a Significant Subsidiary of the Company or any
group of Subsidiaries that in the aggregate would constitute a Significant
Subsidiary of the Company)) occurs and is continuing, the Trustee by notice to
the Company or the Holders of at least twenty five percent (25%) in principal
amount of the Securities then outstanding by notice to the Company and the
Trustee may declare the Securities to be due and payable. Upon such declaration,
the principal of, and premium, if any, and interest on all Securities shall be
due and payable immediately. If an Event of Default specified in SECTION
6.01(VII) or (VIII) of the Indenture with respect to the Company (excluding, for
purposes of this sentence, an Event of Default specified in SECTION 6.01(VII) or
(VIII) of the Indenture solely with respect to a Significant Subsidiary of the
Company or any group of Subsidiaries that in the aggregate would constitute a
Significant Subsidiary of the Company) occurs, the principal of, and premium, if
any, and interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in aggregate principal
amount of the Securities then outstanding by written notice to the Trustee may
rescind or annul an acceleration

                                    A-1-10
<PAGE>

and its consequences if (A) the rescission would not conflict with any order or
decree, (B) all existing Events of Default, except the nonpayment of principal,
premium or interest that has become due solely because of the acceleration, have
been cured or waived and (C) all amounts due to the Trustee and the Securities
Agent under SECTION 7.07 of the Indenture have been paid.

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

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

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

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

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

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

                                    A-1-11
<PAGE>

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

                   Yingli Green Energy Holding Company Limited
                           No. 3055 Middle Fuxing Road
                                 Baoding 071051
                           People's Republic of China

                                    A-1-12
<PAGE>

                                CONVERSION NOTICE

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

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

                               $_________________

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

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

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

________________________________________________________________________________

Date:_________________________________
                                         Signature(s):__________________________

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

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

                                     A-1-13
<PAGE>

                                REPURCHASE NOTICE

Certificate No. of Security: _______________

         If you want to elect to have the full amount of this Security
repurchased by the Company pursuant to SECTION 3.10 of the Indenture, check the
box: [ ]

         If you want to elect to have only part of this Security repurchased by
the Company pursuant to SECTION 3.10 of the Indenture, state the principal
amount to be so repurchased by the Company:

                    $_______________________________________
                      (in an integral multiple of US$1,000)

Date: _____________________              Signature(s):__________________________

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

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

                                     A-1-14