EX-10.43






Exhibit 10.43








 









 










 





Amendment Letter





			
	From:	 	MI Energy Corporation






			
		 	MIE Holdings Corporation






			
		 	Far East Energy Limited






			
		 	Zhao Jiang Wei






			
		 	Zhang Rui Lin






			
		 	Shang Zhi Guo






			
	To:	 	CITIC Ka Wah Bank Limited (as Facility Agent as defined below)





29 October 2009



Dear Sirs,



Reference is made to the US$200,000,000 Transferable Term Loan and Revolving Credit Facility
Agreement dated 28 July 2009 between MI Energy Corporation as borrower (the “Borrower”), CITIC Ka
Wah Bank Limited as facility agent (the “Facility Agent”) and offshore security agent, China CITIC
Bank Corporation Limited, Guangzhou Branch as onshore security agent, and the banks and other
financial institutions named therein as lenders (the “Facility Agreement”). Unless otherwise
defined in this letter or the context otherwise requires, terms used in this letter have the
meanings provided in the Facility Agreement.



Pursuant to Clause 19 (Amendment) of the Facility Agreement, the Borrower and the Facility Agent
(acting on behalf of the Majority Lenders in accordance with such Clause and pursuant to the
facsimile confirmation from the Facility Agent to MI Energy Corporation dated 21 October 2009)
agree that, with effect from the date of this letter:





	1.	 	Clause 14.2(f)(i) of the Facility Agreement shall be amended by inserting a new
sub-paragraph (gg) as follows:






	 	“(gg)	 	 the joint and several liabilities imposed upon it under the put option
obligations owed to Sino Link Limited (the “CITIC Investor”) under the Shares Purchase
Agreement dated in or around 26 October 2009 between the Corporate Shareholder, the
Borrower, Far East Energy, the Personal Shareholders and the CITIC Investor;”




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	2.	 	Clause 14.2(f)(ii) of the Facility Agreement shall be amended by inserting a new
sub-paragraph (ee) as follows:






	 	“(ee)	 	 the joint and several liabilities imposed upon it under the put option
obligations owed to the CITIC Investor under the Shares Purchase Agreement dated in or
around 26 October 2009 between the Corporate Shareholder, the Borrower, Far East
Energy, the Personal Shareholders and the CITIC Investor;”






	3.	 	Clause 14.2(j) of the Facility Agreement shall be amended by replacing the existing words
“Clause 14.2(f)(i)(cc), Clause 14.2(f)(i)(dd), Clause 14.2(f)(ii)(bb) or Clause 14.2(f)(ii)(cc)”
with the following words:






“Clause 14.2(f)(i)(cc), Clause 14.2(f)(i)(dd), Clause 14.2(f)(i)(gg), Clause
14.2(f)(ii)(bb), Clause 14.2(f)(ii)(cc) or Clause 14.2(f)(ii)(ee)”


By its execution of this letter, each of the Borrower, the Corporate Shareholder, Far East Energy
and the Personal Shareholders confirms to the Facility Agent:





	(a)	 	that, except for the amendments set forth above, nothing contained herein shall be deemed to
be a waiver or amendment of any covenant or agreement contained in the Finance Documents;
	 
	(b)	 	its consent to the terms of this letter and (in the case of the Corporate Shareholder, Far
East Energy and the Personal Shareholders only) to the amendments to the Facility Agreement effected pursuant hereto;
	 
	(c)	 	that, except for the amendments set forth above, all of the terms of the Finance Documents to
which it is a party and all its obligations thereunder shall otherwise remain unchanged and in full force and effect, and are not and will not be affected, discharged or varied by the execution of this
letter, or the amendment of the Facility Agreement effected pursuant
hereto, save that, with effect from the date hereof, references in any such Finance Document to the Facility Agreement shall be deemed to be references to the Facility Agreement as amended by this letter.




In consideration of the Facility Agent entering into this letter, the Borrower undertakes to:





	(i)	 	within three (3) Business Days after the Shares Purchase Agreement (the “CITIC SPA”) in
respect of 364,373 Series A preferred shares of the Corporate Shareholder is entered into by
the Corporate Shareholder, the Borrower, Far East Energy, the Personal Shareholders and Sino
Link Limited, deliver a copy of the signed CITIC SPA to the Facility Agent;






	(ii)	 	within three (3) Business Days after the Completion (as defined in the CITIC SPA) occurs,
notify the Facility Agent in writing of the occurrence of the Completion and the number of
shares in the Corporate Shareholder held by Sino Link Limited upon the Completion; and






	(iii)	 	within three (3) Business Days after the 197,049 ordinary shares of the Corporate
Shareholder held by Standard Bank plc. are repurchased by Far East Energy or the Corporate
Shareholder or any other party acting on their behalf, notify the Facility Agent in writing
of the occurrence of such repurchase;






	(iv)	 	within three (3) Business Days after the Option Agreement dated 12 January 2009 between Far
East Energy and Standard Bank plc. (as amended by a first amendment and restatement agreement
dated




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	 	 	26 June 2009 between the Corporate Shareholder, the Borrower, Far East Energy and
Standard Bank plc.) is terminated and/or discharged by the parties thereto, notify the
Facility Agent in writing of the occurrence of such termination and/or discharge and
deliver to the Facility Agent a copy of the signed termination and/or discharge agreement
in relation to the Option Agreement.




This letter shall constitute a Finance Document.



This letter may be executed in counterparts and by different parties on separate counterparts
which when taken together shall be deemed to constitute one agreement.



This letter is governed by Hong Kong law.




	 	 	 	 	 	 	 
	THE
BORROWER
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	MI ENERGY CORPORATION

	 	 	)	 	 	 
	by
/s/ Zhang Ruilin 
	 	 	)	 	 	 






	 	 	 	 	 	 	 
	THE
FACILITY AGENT
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 	 	 
	by
/s/ Stephen ching     /s/  Janice Sze
	 	 	)	 	 	 






	 	 	 	 	 	 	 
	THE
CORPORATE SHAREHOLDER
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 
	by
/s/ Zhang Ruilin
	 	 	)	 	 	 






	 	 	 	 	 	 	 
	FAR
EAST ENERGY
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 	 
	by
/s/ Zhao Jiangwei
	 	 	)	 	 	 






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	THE
PERSONAL SHAREHOLDERS
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	ZHAO JIANG WEI

	 	 	)	 	 	 
	/s/ Zhao Jiangwei
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	ZHANG RUI LIN

	 	 	)	 	 	 
	/s/ Zhang Ruilin
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	 SHANG ZHI GUO

	 	 	)	 	 	 
	/s/ Shang Zhiguo
	 	 	 	 	 	 










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