As of October 8, 2010
EXHIBIT 10.2
As of October 8, 2010
Hoku Corporation
0000 Xxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Attention: Chief Executive Officer
Ladies and Gentlemen:
Reference is made to the Credit Agreement (the “Credit Agreement”) dated as of the date hereof between Hoku Corporation, as borrower (“Hoku”) and China Merchants Bank Co., Ltd., New York Branch, as lender (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
As an inducement and condition to the Lender’s willingness to provide a term credit facility in an aggregate principal amount of up to $13,000,000 to Hoku on the terms and conditions set forth in the Credit Agreement, Hoku has requested its parent company, Tianwei New Energy Holdings Co., Ltd. (“Tianwei”), and Tianwei has agreed, to procure a standby letter of credit (the “Letter of Credit”) in favor of the Lender to secure Hoku’s obligations to the Lender pursuant to the Credit Agreement. In addition, Tianwei procured a standby letter of credit (together with the Letter of Credit, the “Letters of Credit”) in favor of the Lender to secure Hoku’s obligations to the Lender pursuant to a Credit Agreement, dated as of October 8, 2010, between Hoku and Tianwei.
In consideration of Tianwei’s procuring the Letter of Credit, Hoku agrees to reimburse Tianwei for all interest, fees and expenses incurred by Tianwei pursuant to the Letter of Credits and all other interest, fees and expenses (including reasonable counsel fees) incurred by Tianwei in connection with the negotiation, execution or performance of the Letter of Credits (collectively, the “Reimbursement Obligations”), by promptly paying all amounts of the Reimbursement Obligations requested by Tianwei in immediately available funds to the bank account specified by Tianwei.
This letter agreement will become effective upon the execution and delivery hereof. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter of hereof.
This letter agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.
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TIANWEI NEW ENERGY HOLDINGS CO., LTD.
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By:
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/Gao Zhengfei/
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Name:
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Gao Zhengfei
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Title:
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General Manger
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Agreed and accepted:
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HOKU CORPORATION
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By:
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/Xxxxx Xxxx/
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Name:
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Xxxxx X. Xxxx
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Title:
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President and Chief Executive Officer
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