May 24, 2010
EXHIBIT
10.120
May 24,
2010
Hoku
Corporation
0000 Xxx
Xxxxx Xxxx., Xxxxx 000
Honolulu,
Hawaii 96814
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 $20,000,000 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 Xxxxxxx has
agreed, to procure a standby letter of credit (the “Letter of Credit”) issued by
China Merchants Bank Co., Ltd., Chengdu Branch in favor of the Lender to secure
Hoku’s obligations to the Lender pursuant to the Credit Agreement.
In
consideration of Xxxxxxx’s procuring the Letter of Credit, Xxxx agrees to
reimburse Tianwei for all interest, fees and expenses incurred by Xxxxxxx
pursuant to the Letter of Credit and all other interest, fees and expenses
(including reasonable counsel fees) incurred by Xxxxxxx in connection with the
negotiation, execution or performance of the Letter of Credit (collectively, the
“Reimbursement
Obligations”), by promptly paying all amounts of the Reimbursement
Obligations requested by Xxxxxxx in immediately available funds to the bank
account specified by Xxxxxxx.
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.
[Remainder of page is intentionally
blank]
Very
truly yours,
|
TIANWEI
NEW ENERGY HOLDINGS CO., LTD.
|
|||
|
By:
|
/s/
Xxxxx Xxx Xxx
|
||
|
Name:
|
Xxxxx
Xxx Xxx
|
||
|
Title:
|
General
Manager
|
||
Agreed
and accepted:
|
HOKU
CORPORATION
|
||
|
By:
|
/s/
Xxxxx Xxxx
|
|
|
Name:
|
Xxxxx
Xxxx
|
|
|
Title:
|
President
& CEO
|
|
