EX-10.13






Exhibit 10.13






 









 





			
	 	 	 
	CLIFFORD
	 	CLIFFORD CHANCE WONG PTE LTD
	CHANCE	 	 
	WONG	 	 






DATED 08 MAY 2008




MI ENERGY CORPORATION

as Lender



and



FAR EAST ENERGY LIMITED

as Borrower



 





INTERCOMPANY LOAN AGREEMENT



 





 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions
	 	 	1	 
	 
	2. Advances
	 	 	1	 
	 
	3. Interest
	 	 	1	 
	 
	4. Repayment
	 	 	2	 
	 
	5. Payments
	 	 	2	 
	 
	6. Governing Law
	 	 	2	 






 









 





THIS AGREEMENT is made on 08 May 2008



BETWEEN:





	(1)	 	FAR EAST ENERGY LIMITED, a company organised under the laws of Hong Kong (the “Borrower”);
and






	(2)	 	MI ENERGY CORPORATION, a corporation organised and existing under the laws of the Cayman
Islands and having an office at: c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Lender”).




IT IS AGREED as follows:





	1.	 	DEFINITIONS
	 
	 	 	“Advance” means an advance (as from time to time reduced by repayment or prepayment) made
or to be made by the Lender hereunder.
	 
	 	 	“Availability Period” means the period from and including the date of this Agreement to and
including the day falling 30 days after the date of this Agreement.
	 
	 	 	“Borrowing Base Facility Agreement” means the facility agreement dated 29 October 2007
between, amongst others, the Lender as borrower and Standard Bank Asia Limited as arranger,
agent and security trustee (as amended by a waiver and amendment letter dated 23 November
2007 and as may be further amended, varied, novated or supplemented from time to time).






	2.	 	ADVANCES
	 
	2.1	 	On the Borrower’s request but subject to Clause 2.2 below, the Lender agrees that it shall
make Advances to the Borrower at the time and in the amount specified in such request.
Provided that:






	 	2.1.1	 	the proposed date for the making of the Advance falls within the Availability
Period; and
	 
	 	2.1.2	 	the total aggregate amount of Advances made by the Lender hereunder shall not
exceed $20,000,000.






	2.2	 	The Lender shall not be obliged to comply with a request made pursuant to Clause 2.1 if,
following the receipt thereof, the board of directors of the Lender determines either:






	 	2.2.1	 	that the Lender is insolvent; or
	 
	 	2.2.2	 	that compliance with such request would prejudice the Lender’s ability to pay
its debts as they fall due.






	3.	 	INTEREST
	 
	3.1	 	Interest (if any) shall be payable on the amount of an Advance outstanding at the rate per
annum which agreed upon between the Borrower and the Lender from time to time and shall be
calculated on the basis of a 360 day year and the number of days elapsed.




- 1 -









 












	3.2	 	Interest (if any) on an Advance shall be payable at such times as may be agreed between
the Borrower and the Lender.
	 
	4.	 	REPAYMENT
	 
	 	 	Each Advance (together with any interest accrued thereon and other amounts due or owing to
the Lender in connection with such Advance) shall be repayable by the Borrower on the date
falling six years after the date of this Agreement, or, following the occurrence of an Event
of Default (as such term is defined in the Borrowing Base Facility Agreement) under the
Borrowing Base Facility Agreement, on demand of the Lender provided that the Borrower may
prepay any Advance in whole or in part at any time without premium or penalty.
	 
	5.	 	PAYMENTS
	 
	 	 	Unless required by law and unless the Borrower and the Lender agree otherwise, all payments
made by the Borrower hereunder shall be made free and clear of and without any deduction for
or on account of any tax, set-off or counterclaim.
	 
	6.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by English Law.




AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year
first before written.





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SIGNATURE PAGES TO

INTERCOMPANY LOAN AGREEMENT BETWEEN

MI ENERGY CORPORATION AND

FAR EAST ENERGY LIMITED




	 	 	 
	The Borrower
	 	 
	 
	 	 
	FAR EAST ENERGY LIMITED
	 	 
	 
	 	 
	By: /s/ Zhang Ruilin
 

Name: Zhang Ruilin

	 	 
	Title:  Chairman
	 	 
	 
	 	 
	The Lender
	 	 
	 
	 	 
	MI ENERGY CORPORATION
	 	 
	 
	 	 
	By: /s/ Forrest Dietrich
 

Name: Forrest Dietrich

	 	 
	Title CEO