EX-10.48






Exhibit 10.48




Dated This 10th day of March 2010




By and Among



TPG Star Energy Ltd.




 HARMONY Energy Limited



FAR East Energy Limited



MIE Holdings Corporation



 and



 MI Energy Corporation



 






CREDIT SUPPORT AGREEMENT

 






 









 







THIS CREDIT SUPPORT AGREEMENT (this “Agreement”) is made on the 10th day of March 2010 by
and among:





	(1)	 	TPG Star Energy Ltd., an exempted company incorporated with limited liability in the Cayman
Islands, and/or one or more of its Affiliates (collectively, (“TPG”);
	 
	(2)	 	Harmony Energy Limited, a company incorporated in the British Virgin Islands
(“Harmony”)
	 
	(3)	 	Far East Energy Limited, a company incorporated in the Hong Kong Special Administrative Region
of the People’s Republic of China (“FEEL”);
	 
	(4)	 	MIE Holdings Corporation, an exempted company incorporated with limited liability in the Cayman
Islands (the “Company”); and
	 
	(5)	 	MI Energy Corporation, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”).




(TPG, Harmony, FEEL, the Company, and MIE are hereinafter referred to collectively as the
“Parties” and individually as a “Party”).



WHEREAS, TPG, FEEL, the Company and MIE entered into the Series A Preferred Shares Subscription and
Put Option Agreement dated June 19, 2009, as amended (the “TPG SPA”) pursuant to which the
Company issued 2,145,749 Series A Preferred Shares to TPG on the terms and subject to the
conditions contained in the TPG SPA;



WHEREAS, in accordance with the terms of the TPG SPA, FEEL pledged 2,064,777 Ordinary Shares to TPG
pursuant to a Share Charge dated 9th of July 2009 by and between FEEL as Chargor and TPG as Secured
Party (the “TPG Pledge”);



WHEREAS, FEEL has entered into the Shares Purchase Agreement dated as of February 5, 2010 by and
among Harmony, MIE, the Company, FEEL, Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo (the
“Harmony SPA”) and intends to request that the Company repurchase 1,821,256 Ordinary Shares
that it currently holds in exchange for 3,642,512 Series B Preferred Shares to sell to Harmony (the
“FEEL Sale Shares”);



WHEREAS, FEEL intends to request that TPG release 444,738 Ordinary Shares (the “TPG
Shares”) from the TPG Pledge, to be repurchased and exchanged for 889,476 Series B Preferred
Shares and transferred to Harmony as a part of the FEEL Sale Shares; and



WHEREAS, in order to induce TPG to release the TPG Shares from the TPG Pledge, Harmony will enter
into this Agreement, pursuant to which Harmony will guarantee the payment of Guaranteed Obligations
(as defined hereinafter) granted to TPG under the TPG SPA, subject to the terms and conditions
hereof. As security therefor, Harmony shall grant a charge by way of first ranking charge over
889,476 Series B Preferred Shares in favor of TPG to secure such guarantee.



NOW THEREFORE, in consideration of the premises hereinafter contained, and upon the terms and
subject to the conditions stated herein, the Parties agree as follows:






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	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement the following words or expressions have the following
meanings:
	 
	 	 	“Charged Portfolio” shall have the meaning set forth in the Harmony Share Charge.
	 
	 	 	“Completion” shall have the meaning set forth in the Harmony SPA.
	 
	 	 	“Deed of Partial Release and Amendment” means the Deed of Partial Release and
Amendment to be executed by and among TPG and FEEL in the form attached hereto as Exhibit 1.
	 
	 	 	“Guaranteed Obligations” means all obligations at any time due, owing or
incurred by FEEL, the Company and/or MIE to TPG under clauses 6 and 7 of the TPG SPA.
	 
	 	 	“Harmony Share Charge” means the Harmony Share Charge to be executed by and among
Harmony, TPG in the form attached hereto as Exhibit 2.
	 
	 	 	“Secured Party” shall have the meaning set forth in the Harmony Share Charge.
	 
	 	 	“Shares” shall have the meaning set forth in the TPG SPA.






	2.	 	HARMONY GUARANTEE AND SHARE CHARGE






	 	(a)	 	Harmony hereby irrevocably and unconditionally guarantees as its own obligation the
payment of the Guaranteed Obligations and covenants with the Secured Party to promptly pay
and discharge on demand of the Secured Party any Guaranteed Obligation which is due and
payable pursuant to and under the terms of the TPG SPA, provided however, so far as the
Harmony is concerned, TPG shall look solely to the Charged Portfolio for the enforcement of
Harmony’s obligations for the Guaranteed Obligations hereunder and no other recourse shall
be had against Harmony.
	 
	 	(b)	 	At the Completion, Harmony shall charge by way of first ranking charge the Charged
Portfolio in favor of the Secured Party pursuant to the Harmony Share Charge as security
for the guarantee provided in Clause 2(a) above; provided that, TPG shall have
executed the Deed of Partial Release and Amendment prior to and as a condition to the
delivery of the Harmony Share Charge to TPG.






	3.	 	RELEASE AND INDULGENCE






	 	 	Any liability to any Party may in whole or in part be released, compounded or compromised or
time or indulgence given by any other Party in writing in their absolute discretion, as regards any
of the Parties under such liability without in any way prejudicing or affecting their rights
against any other Party or Parties under the




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	 	 	same or a like liability whether joint and several or
otherwise.






	4.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed);
provided, however, that a copy is promptly
thereafter mailed by reputable private courier, return receipt requested, (C) by the
addressee or (D) by such other means as the Parties may agree from time to time; in each
case to the appropriate addresses and facsimile numbers set forth below (or to such other
addresses or facsimile numbers as a Party may designate as to itself by not less than five
(5) Business Days notice to the other Parties):





	 	 	 	 	 
	if to TPG, to

	 	:
	 	TPG Star Energy Ltd.
	 

	 	 	 	301 Commerce Street, Suite 3300
	 

	 	 	 	Fort Worth, Texas 76102
	 

	 	 	 	Fax: (817) 871-4001
	 

	 	 	 	Attention: Mr. Clive D. Bode
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	TPG Growth Capital (Asia) Limited
	 

	 	 	 	57th Floor, Two International Finance Centre
	 

	 	 	 	8 Finance Street, Central, Hong Kong
	 

	 	 	 	Fax: (852) 3515-8999
	 

	 	 	 	Attention: Mr. Stephen Law
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	 	 	Bank of China Tower
	 

	 	 	 	One Garden Road, Hong Kong
	 

	 	 	 	Fax: (852) 2160-1008
	 

	 	 	 	Attention: Mr. Sang Jin Han
	 
	 	 	 	 
	if to FEEL, the Company or
MIE, to

	 	:
	 	Suite 406, Block C, Grand Place
	 

	 	 	 	5 Hui Zhong Road
	 

	 	 	 	Chaoyang District, Beijing 10010
	 

	 	 	 	PRC
	 

	 	 	 	Attention: Mr. Zhang Ruilin
	 

	 	 	 	Mr. Forrest Dietrich
	 

	 	 	 	Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	White & Case LLP
	 

	 	 	 	19th Floor, Tower 1 of China Central Place
	 

	 	 	 	81# Jianguo Lu, Chaoyang District, Beijing
	 

	 	 	 	100025, China






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	 	 	 	Facsimile: (8610) 5969 5760
	 

	 	 	 	Attention: Mr. Li Xiaoming
	 

	 	 	 	                   Ms. Vivian Tsoi
	 
	 	 	 	 
	if to Harmony

	 	:
	 	Suites 7003-7005, 70th Fl
	 

	 	 	 	Two International Finance Centre
	 

	 	 	 	8 Finance St, Central
	 

	 	 	 	Hong Kong
	 

	 	 	 	Attn: Mr. Fan Lei
	 

	 	 	 	Facsimile: (852) 2110 9677







	5.	 	GOVERNING LAW
	 
	5.1.	 	Governing Law and Jurisdiction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of laws principles.
	 
	6.	 	ARBITRATION
	 
	6.1.	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the
Parties arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	6.2.	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the thirty (30)-day period specified in
Clause 6.1, any and all disputes, controversies and conflicts arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall be settled by three (3) arbitrators under the rules of the UNCITRAL
Arbitration Rules (the “UNCITRAL Rules”) in accordance with the Hong Kong
International Arbitration Centre (“HKIAC”) Procedures for the Administration of
International Arbitration in force at the date of this Agreement. The place of arbitration
shall be Hong Kong and the language used in the arbitral proceedings shall be English. The
HKIAC shall act as the administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceeding shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.




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	 	(a)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgement thereon. All costs of arbitration
(including, without limitation, those incurred in the appointment of the arbitrator) shall
be apportioned in the arbitral award.






	6.3.	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive any
court of competent jurisdiction of its ability to issue any form of provisional remedy, including
but not limited to a preliminary remedy in aid of arbitration, or order any interim injunction. A
request for such provisional remedy or interim injunction by the parties to a court shall not be
deemed a waiver of this agreement to submit to arbitration.
	 
	6.4.	 	Continued Performance During Arbitration. During the period of submission to
arbitration and thereafter until the granting of the arbitral award, the Parties shall, except in
the event of termination, continue to perform all their obligations under this Agreement without
prejudice to a final adjustment in accordance with the said award.
	 
	6.5.	 	Survival. The provisions contained in this Clause 6 shall survive the termination or
expiration of this Agreement.
	 
	7.	 	MISCELLANEOUS
	 
	7.1.	 	Successors and Assigns. This Agreement has been made solely for the benefit of the
Parties and their respective successors, personal representatives, heirs and estates and permitted
assigns and nothing herein is intended to confer any rights or remedies under or by reason of this
Agreement to any other Person.
	 
	7.2.	 	Assignment. The provisions of this Agreement shall be binding upon and accrue to the
benefit of the Parties and their respective successors and permitted assigns.
Notwithstanding the foregoing, none of the Parties may assign its rights and obligations in
whole or in part hereunder without the prior written consent of the other Parties, except
that TPG may assign its rights under this Agreement, in whole or in part, to any Person who
acquires Shares held by TPG.
	 
	7.3.	 	Further Assurances. Each Party undertakes to and with each other Party to do all
things reasonably within its power which are necessary or desirable to give full effect to the
spirit and intent of this Agreement.
	 
	7.4.	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	7.5.	 	No Waiver. The failure of a Party at any time to require observance or performance by
any other Party of any of the provisions of this Agreement shall in no way affect the Party’s right
to require such observance or performance at any time thereafter, nor shall the waiver by any Party
of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of
such provision. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies otherwise provided by law.




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	7.6.	 	Severability. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be
affected or impaired thereby; and the invalid, illegal or unenforceable provisions shall be
interpreted and applied so as to produce as near as may be the legal, economic and commercial
result intended by the Parties.
	 
	7.7.	 	Counterparts. This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitute one and the same instrument. This
Agreement may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.
	 
	7.8.	 	Entire Agreement. The Transaction Agreements (as
defined in the Harmony SPA) contain the entire understanding and agreement between the Parties with
respect to the subject matter hereof and supersede and cancel all prior oral and written agreements
or representations, if any, among the Parties or any of them relating to the subject matter
thereof.





[Signature page follows]




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	 	 	IN WITNESS WHEREOF this Agreement has been duly executed as of the date and year first written
above.





	 	 	 	 	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	/s/ Clive D. Bode
 	 	 
	 	Name:  	 	 	 
	 	Title: 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	/s/ Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title :  Director 	 	 
	 



	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	/s/ Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title :  Director 	 	 
	 



	 	 	 	 	 
	MI ENERGY CORPORATION

 	 	 
	By:  	/s/
Ruilin Zhang
 	 	 
	 	Name:  	Ruilin Zhang 	 	 
	 	Title :  Director 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	HARMONY ENERGY LIMITED

 	 	 
	By:  	/s/ Che Fung
 	 	 
	 	Name:  	CHE FUNG 	 	 
	 	Title :  Director