Exhibit 10.4


 


FIFTH AMENDMENT TO
FACILITY AGREEMENT


 


This FIFTH AMENDMENT
TO FACILITY AGREEMENT (this “Fifth Amendment”) is dated as of January 15, 2013 and made between:


 


		(1)	FAR EAST ENERGY (BERMUDA), LTD., a company incorporated in Bermuda with its registered
office at Clarendon House, 2 Church Street, Hamilton HM II, Bermuda with registration number 36700 (the “Borrower”);
	 	 	 



		(2)	FAR EAST ENERGY CORPORATION, a company incorporated in the State of Nevada, United States
of America, with its registered office at 711 S. Carson Street, Suite 4, Carson City, Nevada with registration number NV20001201882
(the “Guarantor”); and
	 	 	 



		(3)	STANDARD CHARTERED BANK as lender (the “Lender”).



 


PRELIMINARY STATEMENTS:


 


		(A)	The Borrower, the Guarantor and the Lender are parties to a U.S.$25,000,000 Facility Agreement
dated as of November 28, 2011 as amended by an Amendment Letter Agreement dated as of May 21, 2012, as further amended by a Second
Amendment to Facility Agreement dated as of November 28, 2012, as further amended by a Third Amendment to Facility Agreement dated
as of December 18, 2012 and as further amended by a Fourth Amendment to Facility Agreement dated as of January 8, 2013 (the “Facility
Agreement”) providing for a secured term loan facility for the purposes described therein.
	 	 	 



		(B)	The Facility is fully drawn in the amount of U.S.$25,855,512.16, which includes capitalized interest
of U.S.$730,512.16 (the “Capitalized Interest Amount”) and an additional Loan in the amount of U.S.$125,000
(the "Overrun Facility Amount") drawn on January 11, 2013.
	 	 	 



		(C)	The Loans made under the Facility are due to be repaid on the Termination Date of January 15, 2013.
	 	 	 



		(D)	Accrued interest on each Loan in the aggregate amount of U.S.$197,186.29 (the “Accrued
Interest Amount”) is due on January 15, 2013.
	 	 	 



		(E)	The Borrower has requested, among other things, that (i) the Termination Date under the Facility
Agreement be extended for a period of up to twelve (12) Months; and (ii) that the Lender consent to the Borrower’s entry
into certain financing arrangements, the proceeds of which will be used to partially repay the Loans.
	 	 	 



		(F)	In connection with this Fifth Amendment, the Lender has agreed to (i) permit the Borrower and the
Guarantor to enter into the Indenture (as defined below) on the terms set forth herein; (ii) amend and restate certain existing
Security Documents and enter into certain intercreditor arrangements with the Note Trustee and the Collateral Agent (each, as defined
below); and (iii) appoint the Collateral Agent to hold certain collateral for the benefit of the Lender, the Note Trustee and the
Holders (as defined below).
	 	 	 



		(G)	As a condition precedent to the effectiveness of this Fifth Amendment, the Borrower shall, among
other things (i) repay the Loans in an aggregate amount equal to U.S.$4,125,000 and repay the Capitalized Interest Amount of U.S.$730,512.16
so that on the Effective Date, the aggregate principal amount outstanding under the Facility Agreement will be U.S.$21,000,000
(the “Effective Date Principal Amount”); and (iii) pay to the Lender the Accrued Interest Amount and the Amendment
Fees (as defined below).



 




    	1



    	Exhibit 10.4



    

 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:


 


		1.	Interpretation



     




		1.1	Definitions



 


In this Fifth
Amendment:


 


“Amended
and Restated Security Agreement” means the Amended and Restated Security Agreement dated on or about the date of this
Fifth Amendment among the Collateral Agent, the Borrower, the Guarantor and the Lender.


 


“Amended
and Restated Share Pledge Agreement” means the Amended and Restated Share Charge Agreement dated on or about the date
of this Fifth Amendment among the Collateral Agent, the Guarantor and the Borrower, as acknowledged by the Lender in respect of
all present and future Shares in the Borrower.


 


“Collateral
Agent” means Wells Fargo Bank, National Association, in its capacity as collateral agent for the benefit of the Lender,
the Holders (as defined below) and the Note Trustee (as defined below), together with its successors and assigns in such capacity.


 


“Effective
Date” means the date on which the Lender confirms to the Borrower that it has received all of the documents and other
evidence required under Clause 2 (Conditions Precedent and Effectiveness) of this Fifth Amendment in form and substance
satisfactory to the Lender.


 


“Hong
Kong Account Charge Agreement” means the Charge Over Accounts dated on or about the date of this Fifth Amendment among
the Collateral Agent, the Borrower, the Lender and the Account Bank.


 


"Indenture"
means the Indenture dated on or about the date of this Fifth Amendment among the Borrower as issuer, the Guarantor as guarantor
and Wells Fargo Bank, National Association as Note Trustee and Collateral Agent, pursuant to which the Borrower issued U.S.$60,000,000
of its senior secured notes due 2016 on or about the date of the Fifth Amendment, and pursuant to which the Borrower may in future
issue certain additional notes.


 


“Intercreditor
Agreement” means the Collateral Agency and Intercreditor Agreement dated on or about the date of this Fifth Amendment
among the Lender, the Borrower, the Guarantor, the Collateral Agent and the Note Trustee.


 


		1.2	Interpretation



     




		(a)	Capitalized terms used and not defined in this Fifth Amendment have the meaning ascribed to them
in the Facility Agreement.
	 	 	 



		(b)	The provisions of clause 1.2 (Construction) of the Facility Agreement apply to this Fifth
Amendment as if they were set out in full in this Fifth Amendment, except that references to ‘this Agreement’ are to
be construed as references to this Fifth Amendment.



 




    	2



    	Exhibit 10.4



    

 


		2.	Conditions Precedent and effectiveness



 


It shall be
a condition precedent to the effectiveness of this Fifth Amendment that the Lender has received all of the following documents
and other evidence in form and substance satisfactory to the Lender:


 


		2.1	The following documents in respect of the Obligors:



     




		(a)	A copy of the constitutional documents of each Obligor.
	 	 	 



		(b)	A copy of a resolution of the board of directors of each Obligor:
	 	 	 



		(i)	approving the terms of, and the transactions contemplated by, the Transaction Documents (as defined
below) to which it is a party and resolving that it execute the Transaction Documents to which it is a party;
	 	 	 



		(ii)	authorizing a specified person or persons to execute the Transaction Documents to which it is a
party on its behalf;
	 	 	 



		(iii)	authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents
and notices to be signed and/or dispatched by it under or in connection with the Transaction Documents to which it is a party;
and
	 	 	 



		(iv)	in the case of a Guarantor, resolving that it is in the best interests of the relevant guarantor
to enter into the transactions contemplated by the Transaction Documents to which it is a party.
	 	 	 



		(c)	A specimen of the signature of each person authorized by the resolution referred to in paragraph
(b) above.
	 	 	 



		(d)	A certificate of an authorized signatory of the relevant Obligor certifying that each copy document
relating to it specified in this Clause 2 (Conditions Precedent and Effectiveness) is correct, complete and in full force
and effect as at a date no earlier than the Effective Date.
	 	 	 



		(e)	A certificate as to the existence and good standing (including verification of tax status, if available)
of each Obligor from the appropriate governmental authorities in such Guarantor’s jurisdiction of organization, in form and
substance satisfactory to the Lender and its legal advisors.
	 	 	 



		2.2	A duly executed original of the following documents (the
“Transaction Documents”):



     




		(a)	this Fifth Amendment;
	 	 	 



		(b)	the Intercreditor Agreement;
	 	 	 



		(c)	the Amended and Restated Security Agreement;
	 	 	 



		(d)	the Hong Kong Account Charge Agreement; and
	 	 	 



		(e)	the Amended and Restated Share Pledge Agreement.
	 	 	 



		2.3	Evidence of the completion of the U.S.$60,000,000 debt offering contemplated by the term sheet
dated December 17, 2012 between the Borrower, the Guarantor and Ashmore Investment Management Limited and/or its affiliates pursuant
to the Indenture, and receipt by the Borrower of the net cash proceeds of such debt offering.



 




    	3



    	Exhibit 10.4



    

 


		2.4	Evidence that the Borrower has repaid (i) the Loans in an amount equal to U.S.$4,125,000, and (ii)
the Capitalized Interest Amount of U.S.$730,512.16.
	 	 	 



		2.5	Evidence that any interest payable by the Borrower under the Facility Agreement, including but
not limited to the Accrued Interest Amount, has been paid.
	 	 	 



		2.6	Legal opinions of (i) Baker & McKenzie LLP, legal advisors to the Borrower and the Guarantor,
in respect of New York law and Hong Kong law; (ii) Conyers Dill & Pearman Limited, legal advisors to the Borrower, in respect
of Bermuda law; and (iii) Emmel & Klegerman PC, legal advisors to the Guarantor, in respect of Nevada law, in each case substantially
in the form distributed to the Lender prior to signing this Fifth Amendment.
	 	 	 



		2.7	Confirmation from the Lender that it has received evidence reasonably satisfactory to it that each
Obligor shall have taken or caused to be taken all of the actions, executed and delivered or caused to be executed and delivered
all of the agreements, documents and instruments, and delivered all of the filings and recordings necessary to create in favor
of the Collateral Agent (for the benefit of, among others, the Lender) a valid and (upon such filing and recording) first priority
security interest in the Security given pursuant to the Security Documents.
	 	 	 



		2.8	Evidence that all costs and expenses of the Lender (including professional fees) incurred prior
to the Effective Date in connection with the Group, the Finance Documents and this Fifth Amendment have been paid by the Borrower.
	 	 	 



		2.9	Evidence that the amendment fee set forth in Clause 7.1 (Amendment Fees) has been paid by
the Borrower.
	 	 	 



		2.10	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers
to be necessary in connection with the entry into and performance of the transactions contemplated by any Finance Document.
	 	 	 



		3.	REPRESENTATIONS AND WARRANTIES



     




Each Obligor
jointly and severally represents and warrants to the Lender on the date of this Fifth Amendment and on the Effective Date that:


 


		(a)	The obligations expressed to be assumed by it in this Fifth Amendment are (subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors rights generally)
legal, valid, binding and enforceable obligations.
	 	 	 



		(b)	All of the representations and warranties contained in clauses 18.1 – 18.29 (Representations)
of the Facility Agreement are true and correct.
	 	 	 



		4.	amendments to Facility agreement



 


The
amendments to the Facility Agreement listed in this Clause 4 shall take effect on and from the Effective Date.


 


		4.1	Clause 1.1 (Definitions) of the Facility Agreement shall be amended by inserting in the
appropriate alphabetical order the following new definitions:



 




    	4



    	Exhibit 10.4



    

 


“2011
Financial Statements” means the audited consolidated financial statements of the Guarantor for its financial year ended
31 December 2011.


 


“Amended
and Restated Security Agreement” means the Amended and Restated Security Agreement dated on or about the date of the
Fifth Amendment among the Collateral Agent, the Borrower, the Guarantor and the Lender, which agreement amends and restates the
Assignment of Shareholder Loans and the JPM Account Charge Agreement.


 


“Amended
and Restated Share Pledge Agreement” means the Amended and Restated Share Charge Agreement dated on or about the date
of the Fifth Amendment among the Collateral Agent, the Guarantor and the Borrower, as acknowledged by the Lender in respect of
all present and future Shares in the Borrower, which agreement amends and restates the Share Pledge Agreement.


 


“Collateral
Agent” means Wells Fargo Bank, National Association, in its capacity as collateral agent for the benefit of the Lender,
the Note Trustee and the Holders, together with its permitted successors in such capacity.


 


"Fifth
Amendment" means the fifth amendment to this Agreement dated as of January 15, 2013.


 


"Holder"
means a person in whose name a note issued under the Indenture is registered.


 


“Hong
Kong Account Charge Agreement” means the Charge Over Accounts dated on or about the date of the Fifth Amendment among
the Collateral Agent and the Borrower in respect of the Disbursement Account and the Prepayment Account.


 


"Indenture"
means the Indenture dated on or about the date of the Fifth Amendment among the Borrower as issuer, the Guarantor as guarantor
and Wells Fargo Bank, National Association as Note Trustee and Collateral Agent, pursuant to which the Borrower issued U.S.$60,000,000
of its senior secured notes due 2016 on or about the date of the Fifth Amendment, and pursuant to which the Borrower may in future
issue certain additional notes.


 


“Intercreditor
Agreement” means the Collateral Agency and Intercreditor Agreement dated on or about the date of this Fifth Amendment
among the Lender, the Borrower, the Guarantor, the Collateral Agent and the Note Trustee.


 


"JPM
Account Charge Agreement" means the letter agreement dated as of June 18, 2012 among the Lender, the Borrower and the
Guarantor in respect of the accounts maintained by the Borrower and the Guarantor with JP Morgan Chase Bank, N.A. with account
numbers 113425681 and 113473723.


 


"Note
Default" means the occurrence of an “Event of Default” under the Indenture.


 


“Notes”
means the notes issued to the Holders under the Indenture.


 


“Notes
Indebtedness” has the meaning given to it in Clause 21.16 (Financial Indebtedness).


 


"Note
Trustee" means Wells Fargo Bank, National Association, in its capacity as trustee under the Indenture, together with its
permitted successors in such capacity.


 


		4.2	The following existing definitions set forth in Clause 1.1 (Definitions) of the Facility
Agreement shall be deleted in their entirety and restated as follows:



 




    	5



    	Exhibit 10.4



    

 


"Finance
Document" means this Agreement, the Intercreditor Agreement, the Subordination Agreement, any Security Document and any
other document designated as such by the Lender and the Borrower;


 


“Key
Personnel” means (a) Michael McElwrath, the Chief Executive Officer, (b) Bruce Huff, the Chief Financial Officer, and
(c) any qualified successor employed in replacement thereof within 45 days of the retirement, removal or death of such officer
who is (i) reasonably qualified to perform the duties of the officer being replaced and (ii) approved by the Lender, any such approval
not to be unreasonably withheld or delayed.


 


"Security
Document" means the Share Pledge Agreement, the Amended and Restated Share Pledge Agreement, the Account Charge Agreement,
the Hong Kong Account Charge Agreement, the Assignment of Shareholder Loans, the JPM Account Charge Agreement, the Amended and
Restated General Security Agreement and any other security document that may at any time be given as security to or in connection
with any Finance Document.


 


"Repeating
Representations" means each of the representations set out in Clauses 18.1 (Status), 18.2 (Binding obligations),
18.3 (Non-conflict with other obligations), 18.4 (Power and authority), 18.6 (Governing law and enforcement),
18.9 (No default), 18.11 (Pari passu ranking), 18.12 (No proceedings pending or threatened), 18.13 (Property
Rights), 18.24 (Financial statements), 18.25 (US Anti-terrorism Laws), 18.26 (US Government Regulation)
and 18.27 (ERISA Matters).


 


“Termination
Date” means January 15, 2014 (except that, if the Termination Date would otherwise fall on a day which is not a Business
Day, it will instead be the immediately preceding Business Day).


 


		4.3	Clause 6.2 (Extension Option) of the Facility
Agreement shall be deleted in its entirety.



     




		4.4	Paragraph (a) of clause 7.2 (Mandatory prepayments) of the Facility Agreement shall be amended
by inserting in the appropriate alphabetical order the following new definition:



“Asset
Sale Proceeds” means an amount equal to 100% of the cash proceeds (net of all fees and transaction costs properly incurred
in connection with that transaction and Taxes paid or reasonably estimated by an Obligor to be payable (as certified by the relevant
Obligor) as a result of that transaction) of any sale, transfer, or disposition of any asset of an Obligor in circumstances where
the Borrower would be required, if sufficient proceeds were received in connection with the transaction, to make an “Asset
Sale Offer” under the Indenture.


 


		4.5	Paragraph (b) of clause 7.2 (Mandatory prepayments) of the Facility Agreement shall be amended
by inserting the following new subparagraph (iv):
	 	 	 






		(iv)	all
Asset Sale Proceeds;



 


		4.6	Clause 7.3(a) (Application of mandatory prepayment) of the Facility Agreement shall be deleted
in its entirety and restated as follows:
	 	 	 



		(a)	The Borrower shall apply all Net Debt or Equity Issuance Proceeds (if received by the Guarantor,
the Guarantor shall pay the same to the Borrower by way of capital contribution) in prepayment of the Loans immediately when they
arise.
	 	 	 



		4.7	Paragraph 7.3 (Application of mandatory prepayment) of the Facility Agreement shall be amended
by inserting the following new paragraph (g):



 




    	6



    	Exhibit 10.4



    

 


		(g)	The Borrower shall apply all Asset Sale Proceeds (if received by the Guarantor, the Guarantor shall
pay the same to the Borrower by way of capital contribution) in prepayment of the Loans immediately when they arise.
	 	 	 



		4.8	Paragraph (b) of Clause 7.7 (Change of control) shall be amended by replacing the period
at the end of subparagraph with a semi-colon, and by inserting the following new subparagraph (iii):



 


		(iii)	the occurrence of any event constituting a “Change
of Control” under the Indenture.



 


		4.9	Each of paragraphs (a) and (b) of Clause 18.24 (Financial statements) of the Facility Agreement
shall be amended by replacing the words “Original Financial Statements” with “2011 Financial Statements”.
	 	 	 



		4.10	Paragraph (c) of Clause 18.24 (Financial statements) of the Facility Agreement shall be
amended by replacing the words “31 December 2010” with “31 December 2011”.



 


		4.11	Clause 19.3 (Information: miscellaneous) of the Facility Agreement shall be amended replacing
the period at the end of paragraph (h) with the word “and;” and by inserting the following new paragraph (i):
	 	 	 



		(i)	to the extent not otherwise required to be supplied under this Clause 19.3, all reports, certificates,
documents and other information dispatched by an Obligor to the Note Trustee under the Indenture, at the same time as they are
dispatched to the Note Trustee.



 


		4.12	Clause 20.1 (Liquidity Test) of the Facility Agreement shall be amended by adding the words
"the day after" between the words "for the Quarter Period commencing on" and the words "such Quarter Date".
	 	 	 



		4.13	Subparagraph (c)(v) of clause 21.9 (Negative Pledge) of the Facility Agreement shall be
amended by adding the words “, or pursuant to any security document that may at any time secure the Notes Indebtedness, provided
that such security document was entered into in accordance with the terms of the Intercreditor Agreement, and provided further
that the Notes Indebtedness is not secured by assets other than the Charged Assets” after the words “Finance Document”.
	 	 	 



		4.14	Clause 21.15 (Restricted Payments) of the Facility Agreement shall be amended by adding
the following new paragraph (c):
	 	 	 



		(c)	The Borrower shall not pay, repay or prepay any principal amount in respect of, or redeem, purchase
or defease any of the Notes at any time until and unless all of the Loans and all other amounts due under this Agreement have been
irrevocably paid in full in cash.



 


		4.15	Paragraph (a) of clause 21.16 (Financial Indebtedness) of the Facility Agreement shall be
deleted in its entirety and restated as follows:
	 	 	 



		(a)	Financial Indebtedness (i) arising under the Finance Documents; or (ii) arising under the Indenture
(the “Notes Indebtedness”) in the aggregate principal amount of up to U.S.$75,000,000 (excluding capitalized
interest), provided that an amount equal to 10 per cent. of the principal amount of any additional Notes issued under the
Indenture after the date of the Fifth Amendment shall be applied in prepayment of the Loans in accordance with clause 5.1(b) of
the Fifth Amendment, and provided further that the Obligors shall not consent to any amendment or modification of the Indenture
after the date of the Fifth Amendment that would cause the terms of the Indenture, taken as a whole, to be materially more restrictive
than the terms of the Indenture on the date of the Fifth Amendment;



 




    	7



    	Exhibit 10.4



    

 


		4.16	Subparagraph (d)(iv) of clause 21.16 (Financial Indebtedness) of the Facility Agreement
shall be amended by replacing the words “paragraph (iv)” with the words “paragraph (d)”.
	 	 	 



		4.17	Clause 21.16 (Financial Indebtedness) of the Facility Agreement shall be amended by inserting
the following new paragraph (h):
	 	 	 



 


		(h)	If the Borrower proposes to incur Financial Indebtedness for the purpose of refinancing the Loans
(a “Future Financing”) that is (i) on market terms and conditions; (ii) in an aggregate stated facility amount
at least equal to (x) the Loans and other amounts due under this Agreement and (y) all amounts due under the Indenture; and (iii)
contains a use of proceeds that includes payment of the amounts described above before any other use of proceeds (regardless of
the contemplated drawdown schedule or timing of such payment under such Future Financing) (a “Qualifying Future Financing”),
then the consent of the Lender to such Qualifying Future Financing shall not be unreasonably withheld; provided that if
the Lender has assigned or transferred all of the Loans (any sale, assignment or sale of a participation in such Loans, in each
case, that results in or grants such buyer, assignee or participant the right to consent to a Qualified Future Financing or to
direct the Lender's consent to a Qualified Future Financing being deemed the sale or assignment of all of the Lender's Loans for
the purpose of this paragraph (h)), the consent of the Lender to such Qualifying Future Financing shall not be required.
	 	 	 



		4.18	Sub-paragraph (b)(i) of Clause 21.17 (Loans and guarantees) of the Facility Agreement shall
be amended by adding the words ", or any guarantee by a member of the Group of the Borrower's obligations under the Indenture,
provided that if, following the date of the Fifth Amendment, any member of the Group shall guarantee the Borrower’s
obligations under the Indenture, the Borrower shall procure that such member of the Group shall concurrently accede to this Agreement
as guarantor and grant security to the Collateral Agent for the benefit of the Lender on such terms as shall be reasonably requested
by the Lender;".
	 	 	 



		4.19	Clause 22.5 (Cross default) of the Facility Agreement shall be amended by adding the following
new paragraph (f):



 


		(f)	The occurrence of a Note Default.



 


		4.20	Clause 22.18 (Ministry of Commerce approval) of
the Facility Agreement shall be deleted in its entirety.



     




		4.21	Clause 22 (Events of Default) of the Facility Agreement shall be amended by inserting the
following new Clause 22.20:



 


		22.20	Automatic Acceleration



 


If an Event of
Default occurs under paragraphs (c) or (d) of Clause 22.7 (Insolvency Proceedings) in relation to any Obligor:


 


		(a)	the Commitment shall immediately be cancelled; and
	 	 	 



		(b)	all of the Loans, together with accrued interest, and all other amounts accrued under the Finance
Documents shall be immediately due and payable.



 




    	8



    	Exhibit 10.4



    

 


		4.22	Clause 22.28 (Set-off) of the Facility Agreement shall be amended by adding the words “or
any Affiliate of the Lender” after the words “against any matured obligation owed by the Lender”.
	 	 	 



		4.23	Paragraph (b) of clause 29.2 (Addresses) of the Facility Agreement shall be deleted in its
entirety and restated as follows:



 


		(b)	in the case of the Lender:



 


Standard Chartered
Bank

1095 Avenue of the Americas

New York, NY 10036, USA

Fax: +1 646 455 6395

Email: Marc.Chait@sc.com

Attention: Marc Chait


 


and


 


Standard Chartered
Bank

6th Floor, 1 Basinghall Avenue

London, EC2V 5DD, England

Fax: +44 020 7885 7930

Email: Paul.a.Johnson@sc.com

Attention: Paul Johnson


 


		5.	LIMITED WAIVERS



     




		5.1	Waivers



     




			Subject to the terms and conditions of this Fifth Amendment and in reliance on the representations
and warranties made pursuant to Clause 3 (Representations and Warranties) hereof, the Lender:



 


		(a)	permanently waives any Default or Event of Default arising
from any breach of clause 20.1 (Liquidity Test) of the Facility Agreement that occurred prior to the Effective Date; and



 


		(b)	waives the requirement under Clauses 7.2(b) (Mandatory prepayments) and 7.3(a) (Application
of Mandatory prepayment) of the Facility Agreement that the proceeds received by the Borrower in connection with its issuance
of Notes be applied in repayment of the Loans; provided that such proceeds received on the date of this Fifth Amendment
are partially applied in payment of the amounts described in Clauses 2.4, 2.5, 2.8 and 2.9 hereof, and provided further that
if the Borrower issues additional Notes under the Indenture at any time after the date of the Fifth Amendment, the Borrower shall
immediately repay the Loans in an amount equal to 10 per cent. of the principal amount of such additional Notes. For the avoidance
of doubt, the waiver in this clause (b) does not apply to any cash or cash equivalent proceeds received in connection with the
exercise of warrants issued to the Holders and any such proceeds shall be applied in repayment of the Loans in accordance with
this Agreement.
	 	 	 



		5.2	Limitation of waivers



     




		(a)	Without limiting the generality of the provisions of clause 32 (Remedies and Waivers) of
the Facility Agreement, the waivers set forth above shall be limited precisely as written and relate solely to any non-compliance
by the Obligors with the terms of the Facility Agreement in the manner and to the extent described above, and nothing in this Fifth
Amendment shall be deemed to prejudice any right or remedy that the Lender may now have or may have in the future under or in connection
with the Finance Documents or any other instrument or agreement referred to therein.



 




    	9



    	Exhibit 10.4



    

 


		(b)	Except as expressly set forth herein, the terms, provisions and conditions of the Facility Agreement
and the other Finance Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.



 


		6.	release of lender and related parties



 


Each Obligor
voluntarily and knowingly releases, holds harmless, and forever discharges the Lender and each of the Lender’s predecessors,
agents, shareholders, partners, directors, officers, employees, representatives, professionals and their respective successors
and assigns (the “Released Parties”) from all possible claims, demands, actions, causes of action, damages,
costs or expenses, and liabilities whatsoever, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed,
contingent, or conditional, at law or in equity, originating in whole or in part on or before the Effective Date which any Obligor
may now or hereafter have against any of the Released Parties and irrespective of whether any such claims arise out of contract,
tort, violation of law or regulations, or otherwise, including, without limitation, the exercise of any rights and remedies under,
and all other matters relating to, the Finance Documents, and the negotiation and execution of this Fifth Amendment.


 


		7.	Amendment Fees



 


In consideration
of the amendments and waivers above, the Borrower shall pay to the Lender the amendment fees set forth in this Clause 7 (the “Amendment
Fees”). The Amendment Fees will be due and payable as follows:


 


		7.1	An amendment fee equal to 1.0% of the Effective Date Principal Amount will be due and payable on
the Effective Date.
	 	 	 



		7.2	An amendment fee equal to 1.0% of the aggregate amount of the then outstanding Loans will be due
and payable on June 30, 2013.
	 	 	 



		8.	MISCELLANEOUS



     




		8.1	Finance Document



 


This Fifth
Amendment is a Finance Document.


 


		8.2	Costs and expenses



 


The Borrower
agrees that the provisions of clause 16 (Costs and Expenses) of the Facility Agreement shall apply to this Fifth Amendment.


 


		8.3	Counterparts



 


This Fifth
Amendment may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of this Fifth Amendment.


 


		8.4	Reservation of rights



 


The Parties reserve all rights with respect to any continuing or future Default.


 




    	10



    	Exhibit 10.4



    

 


		8.5	Confirmations





  


		(a)	The Guarantor hereby acknowledges that it has read this Fifth Amendment and consents to its terms,
and hereby confirms and agrees that, notwithstanding the effectiveness of this Fifth Amendment, its guarantee of the Borrower’s
obligations under the Finance Documents (the “Guaranteed Obligations”) shall not be impaired or affected
and such guarantee is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.



 


		(b)	The Obligors acknowledge and agree that (i) all liens evidenced by the Facility Agreement and the
Security Documents are hereby ratified, confirmed and continued, (ii) the amendment of the Facility Agreement pursuant to this
Fifth Amendment and the execution of the Transaction Documents shall not constitute a regrant of any existing Security granted
in connection with the Facility Agreement (the “Existing Security”), (iii) the Existing Security shall remain
in full force and effect after giving effect to this Fifth Amendment, and (iv) the Existing Security extends to the Guaranteed
Obligations as amended pursuant to this Fifth Amendment.
	 	 	 



		8.6	Governing law



 


THIS FIFTH
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES).


[Signature page follows]


 




    	11



    	 



    

 


This Fifth Amendment has
been entered into as of the date stated at the beginning hereof.


 


SIGNATORIES


 


BORROWER:


 


FAR EAST ENERGY (BERMUDA),
LTD.


 


	By: 	/s/ Michael R. McElwrath	 
	Name: 	Michael R. McElwrath	 
	Title: 	Chairman	 


 


GUARANTOR:


 


FAR EAST ENERGY CORPORATION


 


	By:	/s/ Michael R. McElwrath	 
	Name:	Michael R. McElwrath	 
	Title:	Chief Executive Officer and President	 


 


LENDER:


 


STANDARD CHARTERED BANK


 


	By:	/s/ P.A. Johnson	 
	Name:	P.A. Johnson	 
	Title:	Regional Head	 
	 	 	 
	By:	/s/ Marc Chait	 
	Name:	Marc Chait	 
	Title:	Director	 


 





Signature page to Fifth Amendment