EX-10.15






Exhibit 10.15





 









 





			
	 	 	 
	CLIFFORD
	 	CLIFFORD CHANCE WONG PTE LTD
	CHANCE	 	 
	WONG	 	 






DATED 08 MAY 2008




MI ENERGY CORPORATION

as Assignor



and



STANDARD BANK ASIA LIMITED

as Security Trustee



 





ASSIGNMENT OF FEEL LOAN AGREEMENT



 









 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1 Definitions And Interpretation

	 	 	1	 
	 
	2 Covenant To Pay

	 	 	2	 
	 
	3 Assignment

	 	 	2	 
	 
	4 Notices Of Assignment

	 	 	2	 
	 
	5 Further Advances

	 	 	2	 
	 
	6 Assignor’s Representations

	 	 	3	 
	 
	7 Assignor’s Undertakings

	 	 	3	 
	 
	8 Enforcement

	 	 	4	 
	 
	9 Further Assurance

	 	 	5	 
	 
	10 Power Of Attorney

	 	 	5	 
	 
	11 Receiver

	 	 	5	 
	 
	12 Effectiveness Of Security

	 	 	6	 
	 
	13 Release Of Security

	 	 	6	 
	 
	14 Subsequent Interests And Accounts

	 	 	7	 
	 
	15 Currency Conversion

	 	 	7	 
	 
	16. Application Of Moneys

	 	 	7	 
	 
	17 Assignment

	 	 	7	 
	 
	18 Notices

	 	 	8	 
	 
	19 Law

	 	 	8	 
	 
	20 Enforcement

	 	 	8	 
	 
	Schedule 1 Form Of Notice Of Assignment 

	 	 	10	 











 









 










THIS ASSIGNMENT is made as a deed on 08 May 2008



BETWEEN:





	(1)	 	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 “Assignor”); and
	 
	(2)	 	STANDARD BANK ASIA LIMITED as security trustee of the Secured Parties on the terms and
conditions set out in the Facility Agreement (the “Security Trustee”).




IT IS AGREED as follows:





	1	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Assignment:
	 
	 	 	“Assigned Property” means the rights and property expressed to be assigned in Clause 3
(Assignment).
	 
	 	 	“Collateral Rights” means all rights, powers and remedies of the Security Trustee provided by
or pursuant to this Assignment or by law.
	 
	 	 	“Facility Agreement” means the facility agreement dated 29 October 2007 between the Assignor,
as borrower, the Arranger, the Agent, the Security Trustee the Technical Bank, the Account
Bank and the Lenders (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).
	 
	 	 	“FEEL Loan Agreement” means the agreement dated on or about the date of this Assignment
evidencing the intercompany loan between MI Energy Corporation as lender and Far East Energy
Limited as borrower.
	 
	 	 	“Notice of Assignment” means a notice of assignment substantially in the form of Schedule 1
(Form of Notice of Assignment).
	 
	 	 	“Secured Obligations” means all obligations at any time due, owing or incurred by any Obligor
to any Secured Party under the Finance Documents, whether present or future, actual or
contingent (and whether incurred solely or jointly and whether as principal or surety or in
some other capacity).
	 
	1.2	 	Terms defined in other Finance Documents
	 
	 	 	Unless defined in this Assignment or the context otherwise requires, a term defined in the
Facility Agreement or in any other Finance Document has the same meaning in this Assignment or
any notice given under or in connection with this Assignment, as if all references in such
defined terms to the Facility Agreement or other Finance Document were a reference to this
Assignment or such notice.




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	1.3	 	Construction
	 
	 	 	Clause 1.2 (Construction) of the Facility Agreement will apply as if incorporated in this
Assignment or in any notice given under or in connection with this Assignment, as if all
references in such Clauses to the Facility Agreement were a reference to this Assignment or
such notice.
	 
	1.4	 	Third party rights
	 
	 	 	A person who is not a party to this Assignment has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Assignment.
	 
	1.5	 	Designation as Security Document
	 
	 	 	In accordance with the Facility Agreement, the Security Trustee (acting on the instructions of
the Agent) and the Assignor designate this Assignment as a Security Document.
	 
	2	 	COVENANT TO PAY
	 
	 	 	The Assignor covenants with the Security Trustee to discharge each of the Secured Obligations
on their due date in accordance with their respective terms.
	 
	3	 	ASSIGNMENT
	 
	3.1	 	The Assignor assigns absolutely and with full title guarantee to the Security Trustee all of
its right, title and interest, present and future, in, under and to the FEEL Loan Agreement
including, without limitation, all present and future claims, causes of action, payments and
proceeds in respect thereof.
	 
	3.2	 	The Security Trustee shall not be under any obligation in relation to the FEEL Loan Agreement
as a consequence of this Assignment and the Assignor shall at all times remain liable to
perform all obligations expressed to be assumed by it in respect of the FEEL Loan Agreement.
	 
	4	 	NOTICES OF ASSIGNMENT
	 
	 	 	The Assignor shall promptly deliver to the Security Trustee a Notice of Assignment duly
executed by or on behalf of the Assignor and shall procure that the Notice of Assignment is
acknowledged by the person to whom it is delivered.
	 
	5	 	FURTHER ADVANCES
	 
	 	 	Subject to the terms of the Facility Agreement the Lenders are under an obligation to make
further advances to the Assignor and that obligation shall be deemed to be incorporated into
this Assignment as if set out in this Assignment.




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	6	 	ASSIGNOR’S REPRESENTATIONS
	 
	 	 	The Assignor represents and warrants to the Security Trustee on the date specified above and
on each day for the duration of this Assignment that:






	 	(a)	 	the FEEL Loan Agreement is in full force and effect, enforceable in accordance with
its terms and at the date specified above it is not in breach of any term or condition of
the FEEL Loan Agreement;
	 
	 	(b)	 	there are no restrictions on the Assignor’s ability to assign all or any of its
rights under the FEEL Loan Agreement;
	 
	 	(c)	 	it is, and will be, the sole legal and beneficial owner of the Assigned Property;
and
	 
	 	(d)	 	other than by way of this Assignment or as permitted pursuant to the Facility
Agreement, it has not sold or otherwise disposed of, or created, granted or permitted to
subsist any security interest over, all or any of its right, title and interest in the
Assigned Property.






	7	 	ASSIGNOR’S UNDERTAKINGS
	 
	 	 	The Assignor undertakes to the Security Trustee for the duration of this Assignment that it
shall:






	 	(a)	 	not sell, assign, transfer or otherwise dispose of all or any part of the Assigned
Property;
	 
	 	(b)	 	not create, grant or permit to subsist any Security over all or any of its right,
title and interest in the Assigned Property;
	 
	 	(c)	 	promptly notify the Security Trustee of any circumstances which give rise, or may
reasonably be expected to give rise, to a claim on or under the Assigned Property;
	 
	 	(d)	 	not vary, rescind or amend the FEEL Loan Agreement except with the prior written
consent of the Security Trustee;
	 
	 	(e)	 	promptly comply with its obligations in respect of the FEEL Loan Agreement;
	 
	 	(f)	 	not take or omit to take any action which might result in (i) the alteration or
impairment of any rights in the Assigned Property; (ii) any default of any of its
obligations in respect of the FEEL Loan Agreement; (iii) any right to terminate the FEEL
Loan Agreement becoming exercisable by the counterparty thereto; and
	 
	 	(g)	 	not exercise any rights of counterclaim or set-off arising in respect of the FEEL
Loan Agreement.









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	8	 	ENFORCEMENT
	 
	8.1	 	After the occurrence of an Event of Default which is continuing, the security created by or
pursuant to this Assignment is immediately enforceable and the Security Trustee may, without
notice to the Assignor or prior authorisation from any court, in its absolute discretion:






	 	(a)	 	exercise in relation to the FEEL Loan Agreement all of the rights of an absolute
owner;
	 
	 	(b)	 	assign any or all of the Assigned Property to any person on such terms as the
Security Trustee considers appropriate; and
	 
	 	(c)	 	collect, recover or compromise, and give a good discharge for, any moneys paid or
payable to the Assignor under or in respect of the Assigned Property, and enforce (in any
way whatsoever including, without limitation, by way of instituting proceedings in the
Assignor’s name) any rights or claims arising under or in respect of the Assigned
Property.






	8.2	 	The power of sale or other disposal in Clause 8.1 shall operate as a variation and extension
of the statutory power of sale under Section 101 of the Law of Property Act 1925 and such
power shall arise (and the Secured Obligations shall be deemed due and payable for that
purpose) on execution of this Assignment. The restrictions contained in Sections 93 and 103 of
the Law of Property Act 1925 shall not apply to this Assignment or to any exercise by the
Security Trustee of its right to consolidate mortgages or its power of sale.
	 
	8.3	 	A certificate in writing by an officer or agent of the Security Trustee that the power of
sale or disposal has arisen and is exercisable shall be conclusive evidence of that fact in
favour of a purchaser of all or any part of the Assigned Property.




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	9	 	FURTHER ASSURANCE
	 
	9.1	 	The Assignor shall promptly at its own cost do all such acts or execute all such documents
(including the execution and delivery of any Notice of Assignment) that the Security Trustee
may reasonably specify (and in such form as the Security Trustee may require in favour of the
Security Trustee or its nominee(s)) for the purpose of (a) exercising the Collateral Rights,
(b) securing and perfecting its security over or title to all or any part of the Assigned
Property or (c) facilitating any dealings by the Security Trustee pursuant to the powers
granted to the Security Trustee under this Assignment.
	 
	9.2	 	The Assignor shall as soon as practicable upon the execution of this Assignment enter
particulars of the security interests created pursuant to this Assignment in its register of
mortgages and charges to comply with section 54 of the Companies Law (as amended) of the
Cayman Islands.
	 
	10	 	POWER OF ATTORNEY
	 
	10.1	 	Appointment and powers






	 	(a)	 	The Assignor, by way of security, irrevocably appoints the Security Trustee to be
its attorney and in its name, on its behalf and as its act and deed to execute, deliver
and perfect all documents and do all things which the Assignor is obliged to do under
this Assignment but has failed to do that the Security Trustee may consider to be
necessary for (a) carrying out any obligation imposed on the Assignor under this
Assignment or (b) exercising any of the Collateral Rights;
	 
	 	(b)	 	The Assignor shall ratify and confirm all things done and all documents executed by
the Security Trustee in the exercise of that power of attorney.






	10.2	 	Ratification
	 
	 	 	The Assignor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	11	 	RECEIVER
	 
	11.1	 	After the occurrence of an Event of Default or if a petition or application is presented for
the making of an administration order in relation to or for the judicial management of the
Assignor or if any person who is entitled to do so gives written notice of its intention to
appoint an administrator or judicial manager of the Assignor or files such a notice with the
court, the Security Trustee may by writing (acting through an authorised officer of the
Security Trustee) without prior notice to the Assignor appoint one or more persons to be
receiver (“Receiver”) of the whole or any part of the Assigned Property (each such person
being (a) entitled to act individually as well as jointly and (b) for all purposes deemed to
be the agent of the Assignor).
	 
	11.2	 	In addition to the powers of the Security Trustee conferred by Clause 8.1, each person
appointed pursuant to Clause 11.1 shall have, in relation to the part of the Assigned Property
in respect of which he was appointed, all the powers (a) conferred by the Law of Property Act
1925 on a receiver appointed under that Act, (b) of an administrative




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	 	 	receiver set out in Schedule 1 to the Insolvency Act 1986 (whether or not such person is an
administrative receiver) and (c) (if such person is an administrative receiver) all the other
powers exercisable by an administrative receiver in relation to the Assignor by virtue of the
Insolvency Act 1986.
	 
	12	 	EFFECTIVENESS OF SECURITY
	 
	12.1	 	The security created by this Assignment and the Collateral Rights shall be cumulative, in
addition to and independent of every other security which the Security Trustee may at any time
hold for the Secured Obligations or any rights, powers and remedies provided by law. No prior
security held by the Security Trustee over the whole or any part of the Assigned Property
shall merge into the security constituted by this Assignment.
	 
	12.2	 	This Assignment shall remain in full force and effect as a continuing security for the
Secured Obligations unless and until the Secured Obligations have been discharged in full and
none of the Secured Parties is under any further actual or contingent obligation to make
advances or provide other financial accommodation to the Assignor under any of the Finance
Documents (unless discharged earlier by the Security Trustee).
	 
	12.3	 	No failure on the part of the Security Trustee to exercise, or delay on its part in
exercising, any Collateral Right shall operate as a waiver, nor shall any single or partial
exercise of a Collateral Right prevent any further or other exercise of that or any other
Collateral Right.
	 
	12.4	 	If, at any time, any provision of this Assignment is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity or
enforceability of (a) the remaining provisions of this Assignment and (b) such provision under
the law of any other jurisdiction shall not in any way be affected or impaired thereby.
	 
	12.5	 	None of the Security Trustee, its nominee(s) or any receiver appointed pursuant to this
Assignment shall be liable by reason of (a) taking any action permitted by this Assignment,
(b) any neglect or default in connection with the Assigned Property or (c) the taking
possession or realisation of all or any part of the Assigned Property, except in the case of
gross negligence or wilful default upon its part.
	 
	13	 	RELEASE OF SECURITY
	 
	13.1	 	Upon the Secured Obligations being irrevocably paid or discharged in full, and the Security
Trustee and the Secured Parties having no further actual or contingent obligations to make
advances or provide other financial accommodation to the Assignor or any other person under
the Finance Documents, the Security Trustee shall, at the request and cost of the Assignor,
(such cost, if any, to be reasonably incurred), promptly reassign to the Assignor the Assigned
Property and deliver such written notices to any party on whom the Notice of Assignment is
served as the Assignor may reasonably require without recourse to, and without any
representations or warranties by, the Security Trustee or any of its nominee(s).
	 
	13.2	 	If the Security Trustee considers that any amount paid or credited to it is capable of being
avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar




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	 	 	laws, the liability of the Assignor under this Assignment and the security constituted by this
Assignment shall continue and such amount shall not be considered to have been irrevocably
paid.
	 
	13.3	 	Notwithstanding any discharge, release or settlement from time to time between any Secured
Party and the Assignor, if any security, disposition or payment granted or made to any Secured
Party in respect of the Secured Obligations by an Obligor or any other person is avoided or
set aside or ordered to be surrendered, paid away, refunded or reduced by virtue of any
provision, law or enactment relating to bankruptcy, insolvency, liquidation, winding up,
composition or arrangement for the time being in force or for any other reason, the Security
Trustee shall, in its sole and absolute discretion, be entitled (to the extent possible under
applicable law) hereafter to enforce this Assignment as if no such discharge, release or
settlement had occurred.
	 
	14	 	SUBSEQUENT INTERESTS AND ACCOUNTS
	 
	 	 	If the Security Trustee at any time receives notice of any subsequent mortgage, assignment,
charge or other interest affecting all or any part of the Assigned Property, all payments made
by the Assignor to the Security Trustee or any of the Secured Parties after that time shall be
treated as having been credited to a new account of the Assignor and not as having been
applied in reduction of the Secured Obligations as at the time when the Security Trustee
received notice.
	 
	15	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations the Security
Trustee may convert any money received, recovered or realised or subject to application by it
under this Assignment from one currency to another, as the Security Trustee thinks fit, and
any such conversion shall be effected at the Security Trustee’s spot rate of exchange for the
time being for obtaining such other currency with the first currency.
	 
	16.	 	APPLICATION OF MONEYS
	 
	 	 	All moneys received or recovered by the Security Trustee or any Receiver under this Assignment
shall be applied in the order set out in clause 40.1 (Order of application) of the Facility
Agreement.
	 
	17	 	ASSIGNMENT
	 
	17.1	 	Successors
	 
	 	 	This Assignment shall be binding upon and shall inure to the benefit of each party and its
direct or subsequent legal successors, permitted transferees and assigns.
	 
	17.2	 	Security Trustee Successors
	 
	 	 	This Assignment shall remain in effect despite any amalgamation or merger (however effected)
relating to the Security Trustee; and references to the Security Trustee shall include any
assignee or successor in title of the Security Trustee and any person who, under the laws of
its jurisdiction of incorporation or domicile, has assumed the rights and




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	 	 	obligations of the Security Trustee under this Assignment or to which, under such laws, those
rights and obligations have been transferred.
	 
	17.3	 	Disclosure
	 
	 	 	The Security Trustee shall be entitled to disclose such information concerning the Assignor,
this Assignment, and the FEEL Loan Agreement as the Security Trustee considers appropriate to
any actual or proposed direct or indirect successor or to any person to whom information may
be required to be disclosed by applicable law.
	 
	18	 	NOTICES
	 
	 	 	Any communication to be made under or in connection with this Assignment shall be made in
accordance with the terms of the Facility Agreement.
	 
	19	 	LAW
	 
	 	 	This Assignment is governed by English law.
	 
	20	 	ENFORCEMENT
	 
	20.1	 	Jurisdiction of English Courts






	 	(a)	 	The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Assignment (including a dispute regarding the existence,
validity or termination of this Assignment) (a “Dispute”).
	 
	 	(b)	 	The parties agree that the English courts are the most appropriate and convenient
courts to settle Disputes between them and, accordingly, no party will argue to the
contrary.
	 
	 	(c)	 	This Clause 20 is for the benefit of the Security Trustee only. As a result and
notwithstanding Clause 20.1 (a), it does not prevent the Security Trustee from taking
proceedings relating to a Dispute in any other courts with jurisdiction. To the extent
allowed by law, the Security Trustee may take concurrent proceedings in any number of
jurisdictions.






	20.2	 	Service of Process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Assignor:






	 	(a)	 	irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100
Wood Street, London EC2V 7EX as its agent for service of process in relation to any
proceedings before the English courts in connection with this Assignment; and
	 
	 	(b)	 	agrees that failure by an agent for service of process to notify the Assignor of
the process will not invalidate the proceedings concerned.




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IN WITNESS WHEREOF this Assignment has been signed on behalf of the Security Trustee and executed
as a deed by the Assignor and is intended to be and is hereby delivered by it as a deed on the date
specified above.





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SCHEDULE 1




Form of Notice of Assignment



To:      Far East Energy Limited




Date:                      May 2008




Dear Sirs




Notice of Assignment





	1.	 	We hereby give you notice that we have assigned to Standard Bank Asia Limited (the “Security
Trustee”) pursuant to an assignment entered into by us in favour of the Security Trustee dated
                     May 2008 all our right, title and interest in and to the intercompany loan agreement dated                      May
2008 between ourselves as lender and yourselves as borrower (the “Agreement”) including all
moneys which may be payable in respect of the Agreement.
	 
	2.	 	With effect from your receipt of this notice, you are authorised and instructed, without
requiring further approval from us, to provide the Security Trustee with such information
relating to the Agreement as it may from time to time reasonably request and to send copies of
all notices issued by you under the Agreement to the Security Trustee as well as to us.
	 
	3.	 	With effect from your receipt of a notice from the Security Trustee that the security
constituted by the assignment dated                      May 2008 in respect of the Agreement between ourselves and
the Security Trustee is enforceable:






	 	(a)	 	all payments by you to us under or arising from the Agreement (the “Payments”)
shall be made to the Security Trustee or to its order as it may specify in writing from
time to time;
	 
	 	(b)	 	all remedies provided for in the Agreement or available at law or in equity shall
be exercisable by the Security Trustee;
	 
	 	(c)	 	all rights to compel performance of the Agreement shall be exercisable by the
Security Trustee although we shall remain liable to perform all the obligations assumed
by us under the Agreement; and
	 
	 	(d)	 	all rights, interests and benefits whatsoever accruing to or for the benefit of
ourselves arising from the Agreement shall belong to the Security Trustee.






	4.	 	These instructions may not be revoked, nor may the terms of the Agreement be amended, varied,
waived or terminated, without the prior written consent of the Security Trustee.
	 
	5.	 	Please acknowledge receipt of this notice by signing the acknowledgement on the enclosed copy
letter and returning it to the Security Trustee at 36th Floor, Two Pacific Place, 88
Queensway, Hong Kong marked for the attention of “Head of Loans Administration”.




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	6.	 	This notice is governed by English law.




Yours faithfully,





 




For and on behalf of

MI ENERGY CORPORATION





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Acknowledgement



[On copy only:




To:      Standard Bank Asia Limited as Security Trustee



We acknowledge receipt of a notice in the terms set out above and confirm that we have not received
notice of any previous assignments or charges of or over any of the rights, interests and benefits
in and to the Agreement and that we will comply with the terms of the notice from the Assignor.



We acknowledge receipt of instructions from you in connection with the assignment of the Agreement
and confirm that we shall act in accordance with them until we receive written notification from
you to the contrary.





	For and on behalf of





FAR EAST ENERGY LIMITED




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






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SIGNATURE PAGES TO

ASSIGNMENT OF FEEL LOAN AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 
	The Assignor

	 	 	 	 	 	 	 	 	 	 
	EXECUTED AS A DEED by MI	 	 	)	 	 	/s/ Forrest Dietrich	 	 
	 	 	 	 	 	 	 	 	 
	ENERGY CORPORATION:	 	 	)	 	 	Duly Authorised Signatory
	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Name:
	 	Forrest Dietrich	 	 
	 

	 	 	)	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Title:
	 	CEO	 	 
	 

	 	 	)	 	 	 	 	 	 	 





In the presence of:




	 	 	 
	/s/
 

Signature of witness

	 	 






	 	 	 
	Name:

	 	
	 
	 	 
	Address:

	 	Suite 402, Building C.

Grand Place, 5 Huizhong Road.

Chaoyang District, Beijing 10011, P.R.C
	 
	 	 
	Occupation:

	 	Business Assistant






(Note: These details are to be completed

in the witness’s own handwriting.)




 









 





SIGNATURE PAGES TO

ASSIGNMENT OF FEEL LOAN AGREEMENT




The Security Trustee




STANDARD BANK ASIA LIMITED




	 	 	 	 	 
	By: 

Name:

	 	/s/ John Alexander Linde Wixley
 

John Alexander Linde Wixley
	 	 
	Title:

	 	Director