EXHIBIT 4.6(c)


CONFIDENTIAL


 


**** INDICATES CONFIDENTIAL MATERIAL
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH
A REQUEST FOR CONFIDENTIAL TREATMENT.


 


AMENDMENT NO. 3 TO 


 


AMENDED & RESTATED SUPPLY AGREEMENT


 


This Amendment No. 3 to Amended & Restated
Supply Agreement (this “Amendment”) is entered into as of the last date on the signature page hereto,
between JINKO SOLAR CO., LTD., A People’s Republic of China limited liability company (hereinafter “JINKO”)
and HOKU MATERIALS, INC., a Delaware corporation (hereinafter “HOKU”). HOKU and JINKO are sometimes referred
to in the singular as a “Party” or in the plural as the “Parties.”


 


Recitals


 


Whereas, HOKU and JINKO are parties to
that certain Amended & Restated Supply Agreement, dated as of February 26, 2009, and as amended by Amendment No. 1 on November
25, 2009, and as amended by Amendment No. 2 on December 16, 2010 (the “Agreement”), pursuant to which
JINKO has agreed to purchase from HOKU, and HOKU has agreed to sell to JINKO, specified volumes of polysilicon each year over a
nine year period;


 


Whereas, HOKU and JINKO desire to further
amend certain provisions of the Agreement as set forth herein to, among other things, extend the product shipment date, reduce
the price of polysilicon per kilogram, and establish a new prepayment credit back schedule;


 


NOW, THEREFORE, in furtherance of the foregoing
Recitals and in consideration of the mutual covenants and obligations set forth in this Amendment, the Parties hereby agree as
follows:


 


1.   Definitions.          Unless
otherwise defined herein, capitalized terms used in this Amendment shall have the meanings set forth in the Agreement.


 


2.   Amendments.      The
following provisions of the Agreement are amended and restated as follows:


 


2.1 The Pricing Schedule on Appendix
1 to the Agreement is hereby amended and restated as follows:


 


	Time	 	August 2011

    to June 2012	 	 	Year 1	 	Year 2	 	Year 3	 	Year 4	 	Year

    5	 	Year

    6	 	Year 7	 	Year

    8	 	Total	 
	Volume (metric tons)	 	 	0		 	 	****	 	 	****	 	 	****	 	 	****	 	 	****	 	 	****	 	 	****	 	 	****	 	 	1600	 
	Price (per kg)	 	 	N/A	 	 	$ 	 ****	 	$ 	 ****	 	$ 	 ****	 	$ 	 ****	 	 	TBD	 	 	TBD	 	 	TBD	 	 	TBD	 	 	 	 
	Total Deposit Offset/Refund (millions)	 	$	2.2	 	 	$	2.2	 	$	2.4	 	$	2.2	 	$	2.2	 	$	2.2	 	$	2.2	 	$	2.2	 	$	2.2	 	$	20	 




 


The payment schedule for deposit
refund for the period from August 2011 to June 2012 is as follows: $220,000.00 per month by T/T before the 20th of every
month from September 2011 to June 2012. Any failure to comply with the above Total Deposit Offset/Refund schedule will constitute
a material breach of the Agreement by HOKU pursuant to the Section 10.2.


 


The Price in Year 5-8 shall be
determined annually by the Parties three (3) months prior to the expiration of each Year, beginning in Year 4 of the Agreement.


 


**** Confidential material omitted and
filed separately with the Commission.


 



    	1



    	 



    

 


During
the Term of the Agreement, If there is a difference greater than or equal to ****% (+/-) between
the price pursuant to the Agreement and the average contract price for the last twelve (12) months reported by Photon or another
mutually acceptable third party index (the “Average Index Price”), then the price for such Year shall be renegotiated
in good faith by the Parties. If, following **** days of good faith negotiations, the Parties
are unable to agree on the price, such Year’s price will be the same as the Average Index Price.


 


		2.2	Section 2.3 of the Agreement is hereby amended and restated
in its entirety to read as follows:

 “2.3 “First Shipment Date” shall mean the first day after June 30, 2012
when HOKU shall commence deliveries to JINKO of Product pursuant to this Agreement.”






 


		2.3	Section 2.12 of the Agreement is hereby amended and restated in its entirety to read as follows:



 


			2.12 “Year” shall mean each of the eight (8) twelve-month periods commencing on
                                                                              the First Shipment Date.



 


		2.4	The last sentence of Section 3 of the Agreement is hereby
amended and restated in its entirety to read as follows:



 


This Agreement constitutes a
firm order from JINKO for 1,600 metric tons of Product that cannot be cancelled during the term of this Agreement, except as set
forth in section 10 below.


 


		2.5	Section 4.3 of the Agreement is hereby amended such that
the reference to June 30, 2011 is changed to July 1, 2012.



 


		2.6	Section 5.2 of the Agreement is hereby amended such that
the reference to July 1, 2011 is changed to July 1, 2012, and the reference to April 1, 2011 is changed to April 1, 2012.



 


		2.7	The last sentence of Section 6.4 of the Agreement is
hereby amended and restated in its entirety to read as follows:



 


Unless HOKU is entitled to retain
the Total Deposit as liquidated damages pursuant to Section12 below, shipments to JINKO shall be credit against the Total Deposit
in accordance with Pricing Schedule on Appendix 1 to the Agreement as amended by this Amendment.


 


		2.8	Section 10.1 of the Agreement is hereby amended such
that the reference to August 31, 2011 is changed to July 1, 2012 and the reference to nine Years is changed to eight Years.



 


		2.6	Section 10.2.5 of the Agreement is hereby amended such that the reference to August 31, 2011 is
changed to July 1, 2012.



 


		3.	This Amendment, together with the Agreement, constitute the entire agreement between the Parties
concerning the subject matter hereof. Except as specifically amended herein, the terms of the Agreement shall continue in full
force and effect without modification or amendment.



 


IN WITNESS WHEREOF, the Parties have executed this Amendment
No. 3 to Amended & Restated Supply Agreement as of the date last set forth below.


 


	JINKO SOLAR CO., LTD.	 	HOKU MATERIALS, INC.
	 	 	 	 	 
	By:	/s/ Kangping Chen	 	By:	/s/ Scott B.Paul
	 	 	 	 	 
	Name:	Kangping Chen	 	Name:	Scott B. Paul
	 	 	 	 	 
	Title: 	CEO	 	Title: 	CEO
	 	 	 	 	 
	Date: 	9-16-2011	 	Date: 	9-16-2011


 


**** Confidential material omitted and
filed separately with the Commission. 


 



    	2