(FIFTEEN MILLION FOUR HUNDRED FIFTY
THOUSAND US DOLLARS ONLY).
.
AT THE REQUEST OF TIANWEI NEW ENERGY HOLDINGS CO., LTD, WE, BANK
OF CHINA LTD., SICHUAN BRANCH, ADDRESS: NO.35 SECTION 2 RENMIN
ZHONGLU, CHENGDU, SICHUAN, CHINA, HEREBY ISSUE OUR IRREVOCABLE
STANDBY LETTER OF CREDIT NO.GC1536711000167 IN YOUR FAVOR FOR UP
TO THE AMOUNT OF USD15,450,000.00 INCLUDING THE PRINCIPAL,
ACCRUED INTEREST, PENALTY INTEREST AND ANY OTHER FEES AND
EXPENSES WHICH ARE OR MAY BECOME PAYABLE TO YOU BY HOKU
Page 1
ST11NY0031.txt
CORPORATION, ADDRESS: 1209 ORANGE STREET, CITY OF WILMINGTON,
COUNTY OF NEW CASTLE, DELAWARE 19801, U.S.A. AND HOKU MATERIALS,
INC., ADDRESS: 1209 ORANGE STREET, CITY OF WILMINGTON, COUNTY OF
NEW CASTLE, DELAWARE 19801, U.S.A.(HEREINAFTER COLLECTIVED
CALLED THE 'JOINT BORROWER') UNDER CREDIT FACILITY DATED DEC.
17, 2010 (HEREIN AFTER CALLED THE 'LOAN AGREEMENT') BETWEEN YOU
AND THE JOINT BORROWER.
.
THIS STANDBY LETTER OF CREDIT IS AVAILABLE AGAINST PRESENTATION
OF YOUR TESTED TELEX OR AUTHENTICATED SWIFT TO US STATING THAT
THE AMOUNT OF SUCH CLAIM(S) REPRESENTS AND COVERS THE UNPAID
BALANCE OF INDEBTEDNESS IN CONNECTION WITH YOUR GRANTING LOAN
FACILITY TO THE JOINT BORROWER
.
UPON RECEIPT OF DOCUMENTS DRAWN IN COMPLIANCE WITH TERMS AND
CONDITIONS OF THIS STANDBY LETTER OF CREDIT, WE SHALL, WITHIN
SEVEN BANKING BUSINESS DAYS, REMIT THE PROCEEDS TO YOU IN
ACCORDANCE WITH YOUR INSTRUCTION.
.
PARTIAL DRAWINGS ARE ACCEPTABLE.
.
THIS STANDBY LETTER OF CREDIT WILL BE EFFECTIVE UPON ISSUANCE
AND EXPIRE ON FEBRUARY 23, 2014 AT THE COUNTER OF BANK OF CHINA
LTD., SICHUAN BRANCH.
.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDIT (2007 REVISION), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 600 AND REFER TO MODIFYING 5
BANKING DAYS AS 7 BANKING DAYS IN ARTICLE 14.B OF UCP600.
.
BEST REGARDS
Page 2
ST11NY0031.txt
BANK OF CHINA LTD., SICHUAN BRANCH
Exhibit B
Notice of Borrowing
Date: _________________
To:
Bank of China, New York Branch
410 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
The undersigned HOKU CORPORATION and HOKU MATERIALS, INC. (jointly, the
"Borrower") refers to the Credit Agreement dated as of ___________________ (as
amended and supplemented and in effect from time to time, the "Credit
agreement," the terms defined therein being used herein as therein defined),
between the Borrower and Bank of China, New York Branch (the "Bank"), and hereby
gives you notice. irrevocably, pursuant to Section 2.1(b)(i) of the Credit
Agreement, that the undersigned hereby requests a Loan under the Credit
Agreement and in that connection sets forth below the information relating to
such Loan (the "Proposed Borrowing") as required by Section
2.1(b)(i) of the
Credit Agreement:
(i) The aggregate principal amount of Loans to be made pursuant to the Proposed
Borrowing is $__________.
(ii) The Business Day for the Loans to be made pursuant to the Proposed
Borrowing is _______, 201___.
(iii) The Proposed Borrowing is to be credited to the Borrower at __________,
ABA #_______________, Account #_____________________.
Attention:
The undersigned hereby certifies that the following statements are true