EX-10.14






Exhibit 10.14






 









 





			
	 	 	 
	CLIFFORD
	 	CLIFFORD CHANCE WONG PTE LTD
	CHANCE

WONG
	 	







DATED 26 JUNE 2008




MI ENERGY CORPORATION

as Borrower



and



FAR EAST ENERGY LIMITED

as Lender



 





INTERCOMPANY LOAN AGREEMENT

(MIE LOAN 2)




 






 









 








CONTENTS






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






 









 







THIS AGREEMENT is made on 26 June 2008




BETWEEN:





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




IT IS AGREED as follows:






	1.	 	DEFINITIONS
	 
	 	 	“Advance” means the 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.
	 
	 	 	“Bridge Facility Agreement” means the facility agreement dated 6 June 2008 between, amongst
others, the Lender as borrower and Standard Bank Asia Limited as arranger, agent and
security trustee (as 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 an Advance 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	 	a single Advance of up to $9,000,000 shall be made by the Lender hereunder;
and
	 
	 	2.1.3	 	the proceeds of the Advance shall be deposited by the Lender directly
into the SPDB-ZR Loan Account (as defined in the Bridge Facility Agreement).






	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.





- 1 -









 






	3.	 	INTEREST
	 
	3.1	 	Interest (if any) shall be payable on the amount of the
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.
	 
	3.2	 	Interest (if any) on the Advance shall be payable at such times as may be agreed between
the Borrower and the Lender.
	 
	4.	 	REPAYMENT
	 
	 	 	The Advance (together with any interest accrued thereon and other amounts due or owing
to the Lender in connection with the 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 Bridge Facility Agreement) under the
Bridge Facility Agreement, on demand of the Lender provided that the Borrower may prepay
the 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.








- 2 -









 








SIGNATURE PAGES TO

MIE LOAN 2 AGREEMENT




			
	 	 	 
	The
Borrower


MI ENERGY CORPORATION
	 	






	 	 	 	 	 
	By:

	 	/s/ Zhao Jiangwei
 

	 	 
	Name:

	 	 

Zhao Jiangwei
	 	 
	Title:

	 	Director	 	 






The Lender




FAR EAST ENERGY LIMITED




	 	 	 	 	 
	By:

	 	/s/ Zhang Ruilin	 	 
	Name:

	 	 
Zhang Ruilin
	 	 
	Title:

	 	Director