Financing Costs Reimbursement Agreement between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.

Summary

Hoku Corporation and its parent company, Tianwei New Energy Holdings Co., Ltd., have entered into this agreement in connection with a $20 million credit facility provided to Hoku by China Merchants Bank. Tianwei will procure a standby letter of credit to secure Hoku’s obligations under the credit agreement. In return, Hoku agrees to promptly reimburse Tianwei for all costs, fees, and expenses related to the letter of credit. The agreement is effective upon signing and is governed by New York law.

EX-10.120 3 ex10-120.htm ex10-120.htm

EXHIBIT 10.120

May 24, 2010

Hoku Corporation

1288 Ala Moana Blvd., Suite 220

Honolulu, Hawaii 96814

Attention: Chief Executive Officer

Re:	Financing Costs Reimbursement

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 Tianwei 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 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 Credit 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 Credit (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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Very truly yours,

TIANWEI NEW ENERGY HOLDINGS CO., LTD.


By:	/s/ Zheng Fei Goo
	Name:	Zheng Fei Goo
	Title:	General Manager

Agreed and accepted:

HOKU CORPORATION


By:	/s/ Scott Paul
	Name:	Scott Paul
	Title:	President & CEO