EXHIBIT 10.100
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL "[*]," HAS
BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDED & RESTATED SUPPLY AGREEMENT
This Amended & Restated Supply Agreement is made as of the last date set forth
on the signature page hereto (the "Effective Date") between JIANGXI JINKO SOLAR
CO., LTD., a People's Republic of China (Jiangxi) 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 JINKO is formerly known as JIANGXI KINKO ENERGY CO., LTD.
Whereas, HOKU and JINKO are parties to that certain Supply Agreement dated as of
July 25, 2008, as amended by that certain Amendment No. 1 to Supply Agreement
dated as of January 8, 2009 (together, the "Supply Agreement"), pursuant to
which JINKO has agreed to purchase from HOKU, and HOKU has agreed to sell to
JINKO, [*] metric tons of Products per Year over a ten Year period.
Whereas, pursuant to the Supply Agreement, JINKO has paid to HOKU twenty million
U.S. dollars (USD $20,000,000) towards to the Total Deposit (the "Prior
Payments").
Whereas, JINKO has informed HOKU that five million U.S. dollars (USD $5,000,000)
of the Prior Payment (the "ALEX Contribution") was contributed by SHANGHAI ALEX
NEW ENERGY CO., LTD ("ALEX").
Whereas, HOKU and ALEX have entered into that certain Supply Agreement of even
date herewith (the "ALEX Supply Agreement"), the effectiveness of which is
contingent upon the payment by ALEX to HOKU of two million U.S. dollars (USD
$2,000,000) no later than ten (10) business days after the signing of the ALEX
Supply Agreement by ALEX (the "Second ALEX Deposit").
Whereas, HOKU is a wholly owned subsidiary of Hoku Scientific, Inc. ("Hoku
Scientific"), which is listed on the Nasdaq Global Market, and HOKU is the
operating company that owns all of the assets for Hoku Scientific's polysilicon
business.
Whereas, JINKO is a high-tech overseas funded enterprise and a subsidiary of
Hong Kong Paker Technology Co., Ltd, which manufactures monocrystalline and
multicrystalline ingots for photovoltaic applications.
Whereas, subject to the effectiveness of the ALEX Supply Agreement upon HOKU's
receipt of the Second ALEX Deposit, HOKU and JINKO desire to amend and restate
the Supply Agreement in its entirety, as set forth herein to, among other
things, reduce JINKO's annual purchase commitment, and HOKU's annual supply
commitment, to [*] metric tons of Products per Year over a ten Year period.
JINKO Initials & Date
/s/ XDL 09.2.26
HOKU Initials & Date
/s/ DS 2/26/09
Page 1 of 16
Whereas, in exchange for HOKU's agreement to allocate the supply of polysilicon,
JINKO desires to provide HOKU