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1. Amendments to the Indenture. The Indenture is hereby amended as follows:     1.1. The following is hereby added as a new Section 4.24 of the Indenture:     “Section 4.24. Issuance or Sale of Common Stock     At any time after the First Tranche Issue Date, the Company shall not issue or sell its CommonStock or any securities exercisable or convertible into shares of Common Stock, at a price pershare or exercise or conversion price that is both less than the Current Market Price then ineffect and less than the Conversion Price then in effect (and in the case of subclauses (ii) or(iii) below, issue or sell Common Stock or any other securities exercisable or convertible intoshares of Common Stock, whose purchase price or exercise or conversion price is both less than theCurrent Market Price then in effect and less than the Conversion Price then in effect), except for(i) the issuance of Common Stock pursuant to the conversion or exercise of convertible orexercisable securities issued or outstanding on or prior to the First Tranche Issue Date or theNotes, (ii) the issuance of Common Stock or any other securities exercisable or convertible intoshares of Common Stock pursuant to exercise of stock options granted or reserved under theCompany’s employee stock options existing on the First Tranche Issue Date or adopted thereafter inthe ordinary course of business, or (iii) the issuance, after the First Tranche Issue Date, ofCommon Stock or any other securities exercisable or convertible into shares of Common Stock issuedor granted to third-party consultants or employees of the Company and its Subsidiaries under theCompany’s employee stock options plan or pursuant to written contractual arrangements relating tothe compensation for the services rendered to the Company or its Subsidiaries by such consultantsor employees, to the extent that all such shares or securities issued under subclauses (ii) or(iii) in this Section 4.24, in the aggregate, on a cumulative basis and without double counting, donot exceed five percent (5%) of the Common Stock of the Company issued and outstanding immediatelyprior to such issuance.”     1.2. Section 15.05(g) of the Indenture shall be deleted in its entirety and replaced with thefollowing (it being noted that additions thereto are being marked with an underline):     “On each March 31, June 30, September 30 and December 31 of each year, commencing onJune 30, 2010, the Conversion Rate shall be adjusted to equal the quotient obtained bydividing (i) $100,000 by (ii) the Trading Reference VWAP (20 Day Backward Looking); *provided*that no such adjustment shall be made if the number of shares issuable upon conversion ofthe Notes at such adjusted Conversion Rate would be lower than the number of shares issuableat then existing Conversion Rate (after giving effect to prior adjustments permittedpursuant to this clause); *provided*further that any adjustment pursuant to this Section15.05(g) shall be made only to the extent that the number of shares issuable upon conversionof each $100,000 principal amount of the Notes at such 
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adjusted Conversion Rate would not exceed 200,000 shares (without giving effect toadjustments pursuant to this Section 15.05, other than this Section 15.05(g) and Section15.05(i)).”     1.3. Section 15.05(h) of the Indenture shall be deleted in its entirely and replaced with thephrase “[Reserved]”, and any and all references to Section 15.05(h), whether direct or indirect, inany term, condition, limitation or other provision in the Indenture, are deleted, and such sectionsand references shall be of no further force or effect.     1.4. Section 15.05(i) of the Indenture shall be deleted in its entirety and replaced with thefollowing (it being noted that additions thereto are being marked with an underline):     “The Conversion Rate shall be adjusted to the quotient obtained by dividing (i)$100,000, by (ii) the Trading Reference VWAP (20 Day Forward Looking) as of each of thefollowing dates: (a) the date the Company releases its earnings results for fiscal year2008, (b) the date the Company releases its earnings results for the second Fiscal Quarter2009, and (c) the date the Company releases its earnings results for fiscal year 2009;*provided*, that in the event the Company releases or otherwise makes public any preliminaryearnings estimates or any other material financial information with respect to the relevantperiods (whether by filing Form 6-K or otherwise), and the Trading Reference VWAP (20 DayForward Looking) as of the date of such release or publication is lower than the otherwiseapplicable Trading Reference VWAP (20 Day Forward Looking), the Conversion Rate shall beadjusted to the quotient obtained by dividing (A) $100,000, by (B) Trading Reference VWAP(20 Day Forward Looking) as of the date of such release or publication; *provided further,*that no such adjustment shall be made if the number of shares issuable upon conversion ofthe Notes at such adjusted Conversion Rate would be lower than the number of shares issuableat then existing Conversion Rate (after giving effect to prior adjustments permittedpursuant to this clause) ; *provided*further that any adjustment pursuant to this Section15.05(i) shall be made only to the extent that the number of shares issuable upon conversionof each $100,000 principal amount of the Notes at such adjusted Conversion Rate would notexceed 200,000 shares (without giving effect to adjustments pursuant to this Section 15.05,other than Section 15.05(g) and this Section 15.05(i)).”2.           Ratification of Indenture; Supplemental Indenture Part of Indenture. Except asexpressly amended hereby, the Indenture is ratified and confirmed in all respects and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of the Indenture for all purposes, and every holder of Notes heretoforeor hereafter authenticated and delivered shall be bound hereby.
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3.           Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.4.           Trustee Makes No Representation. The Trustee makes no representation as to the validityor sufficiency of this Supplemental Indenture.5.           Counterparts. This Supplemental Indenture may be executed in any number ofcounterparts, each of which shall be an original, but such counterparts shall together constitutebut one and the same instrument.6.           Effect of Headings. The headings of this Supplemental Indenture have been inserted forconvenience of reference only, are not to be considered a part hereof, and shall in no way modifyor restrict any of the terms or provisions hereof.***[Signature page(s) to follow]***
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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted as of the date first above written.      YINGLI GREEN ENERGY HOLDING