EX-10.12







Exhibit 10.12





 









 





Agreement





This Agreement is executed by the following Parties on 18 September 2007:







Party A:          Zhang Ruilin



Passport Number: G18206054







           G18206054





			
	Party B:	 	Far East Energy Limited






			
	Address:	 	Room 2105, 21/F, Office Tower Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong










			
		 	Room 2105, 21/F, Office Tower Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong




Party A and Party B shall be referred to individually as a “Party” or collectively as the
“Parties”.







Whereas:









	1.	 	Party A has paid several sums of amount on behalf of Party B to third parties upon requests
of Party B accumulatively in an aggregate amount of USD51,959,559.24 (the “Payments”);
	 
	 	 	
	 
	2.	 	Party B agrees to repay the Payments to Party A in accordance with this Agreement.
	 
	 	 	




Therefore, the Parties have through friendly consultation reached the following agreement on
repayment of the Payments by Party B to Party A:











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Article 1. Confirmation of Payments and Repayment







The Parties hereby agree and confirm that Party A has made the Payments to third parties on
behalf of Party B.







Party B shall make a repayment to Party A of all the amount of the Payments on the date
falling 6 years after the date of this Agreement, provided that Party B shall be permitted to
prepay the amount of the Payments in whole or in part at any time prior to such date without
premium or penalty.







Article 2. Representations and Warrants







The Parties hereby make the following Representations and Warrants:








The Parties have full power, authority and legal rights to execute this Agreement;




     



Each party’s obligations under this agreement shall be lawful, valid and enforceable;




     



The fact that the Parties execute this Agreement shall not contradict with or cause the
violation of any laws, regulation, judgments, orders, authorizations, agreements or
obligation applicable to them.




     


Article 3. Governing Law







This Agreement shall be governed by and construed according to the laws of Hong Kong.







Article 4. Dispute Settlement







Any dispute, controversy or claim arising out of or relating to this Agreement, or the







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breach termination or invalidity thereof, shall be settled by arbitration in accordance with
the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this
clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of
arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There
shall be only one arbitrator. The languages to be used in the arbitral proceedings shall be Chinese
and English. Any such arbitration shall be administered by HKIAC in accordance with HKIAC
Procedures for Arbitration in force at the date of this Agreement including such additions to the
UNCITRAL Arbitration Rules as are therein contained.








Article 5. Miscellaneous









	1.	 	Any amendment, modification or supplement to this Agreement must adopt the written form and
shall be effective upon its execution by the Parties to this Agreement.
	 
	 	 	
	 
	2.	 	This Agreement shall take on effect as of the date on which the Agreement is executed by
the Authorized Representative of Party A with its signature and official seal and by Party B
with its signature affixed thereon.
	 
	 	 	
	 
	3.	 	This Agreement shall be executed in bilingual form in four original copies; each Party
shall hold two (2) original copies. All of the original copies shall be equally effective.
In the event of any inconsistency between the English and Chinese language in this
Agreement, the English language shall prevail.
	 
	 	 	




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Signature Page








Party A:     Zhang Ruilin








Signature: /s/ Zhang Ruilin     






Date: 18 September 2007






	 	 	 
	Party B:     Far East Energy Limited (Official Seal)

	 	
	

	 	
	 

	 	
	 
	 	 
	Authorized Representative: Zhao Jiangwei 

	 	 
	

	 	







Signature: /s/ Zhao Jiangwei    








Date: 18 September 2007







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