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.

      


      [Remainder of page is intentionally
blank]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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