exv10w54






DATED 2010




MIE HOLDINGS CORPORATION

as Guarantor




- and -




CITIC KA WAH BANK LIMITED

as Offshore Security Agent

on its own behalf and as agent and trustee

for the Finance Parties referred to herein




 






GUARANTEE

in respect of the obligations of

MI ENERGY CORPORATION

under a facility agreement dated 28 July 2009




 












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CONTENTS




	 	 	 	 	 	 	 
	Number	 	Clause Heading	 	Page	 
	1.
	 	Interpretation	 	 	4	 
	 
	2.
	 	Guarantee	 	 	6	 
	 
	3.
	 	Continuing Guarantee	 	 	6	 
	 
	4.
	 	Indemnity	 	 	7	 
	 
	5.
	 	Representations and Warranties	 	 	7	 
	 
	6.
	 	Undertakings	 	 	8	 
	 
	7.
	 	Claims by Guarantor	 	 	11	 
	 
	8.
	 	Taxes and Other Deductions	 	 	11	 
	 
	9.
	 	Costs, Charges, Expenses and Interest	 	 	11	 
	 
	10.
	 	Further Indemnities	 	 	12	 
	 
	11.
	 	Set-Off	 	 	12	 
	 
	12.
	 	Evidence of Debt	 	 	13	 
	 
	13.
	 	Suspense Account	 	 	13	 
	 
	14.
	 	Waiver and Severability	 	 	13	 
	 
	15.
	 	Miscellaneous	 	 	13	 
	 
	16.
	 	Assignment	 	 	16	 
	 
	17.
	 	Notices	 	 	16	 






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	Number	 	Clause Heading	 	Page	 
	18.
	 	Governing Law and Jurisdiction	 	 	17	 
	 
	Execution	 	 	17	 







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THIS DEED is made on the             day of             2010




BETWEEN:





	(1)	 	MIE HOLDINGS CORPORATION, a corporation duly and validly existing under the laws of the
Cayman Islands with its registered office at c/o the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Guarantor”);
and
	 
	(2)	 	CITIC KA WAH BANK LIMITED, in its capacity as Offshore Security Agent as agent and trustee
for the Finance Parties (as defined in the Facility Agreement referred to below) from time to
time, and its successors (in such capacity, the “Offshore Security Agent”).





WHEREAS:





	(A)	 	By a US$200,000,000 transferable term loan and revolving credit facility agreement (the
“Facility Agreement”) dated 28 July 2009 made between (1) MI Energy Corporation as borrower
(the “Borrower”), (2) the banks and other financial institutions named therein as lenders, (3)
CITIC Ka Wah Bank Limited as facility agent (the “Facility Agent”), (4) China CITIC Bank
Corporation Limited, Guangzhou Branch as onshore security agent and (5) the Offshore Security
Agent, the Lenders (as defined in the Facility Agreement) have agreed to make available to the
Borrower a loan facility of up to two hundred million US Dollars (US$200,000,000) upon the
terms set out therein.
	 
	(B)	 	The Offshore Security Agent is acting as agent and trustee for the Finance Parties pursuant
to the Facility Agreement and as agent and trustee for the Finance Parties pursuant to this
Deed.
	 
	(C)	 	At the request of the Borrower, the Facility Agent and the Offshore Security Agent (each as
instructed by the Lenders) have agreed to enter into a supplemental agreement dated
                     2010 (the “Supplemental Agreement”) in respect of the Facility Agreement to,
inter alia, amend certain provisions of the Facility Agreement.
	 
	(D)	 	It is a condition precedent to the amendments to the Facility Agreement and the other
relevant matters contemplated under the Supplemental Agreement taking effect pursuant to the
Supplemental Agreement that the Guarantor enters into this Deed.
	 
	(E)	 	This deed is the New Guarantee referred to in the Supplemental Agreement.




NOW THIS DEED WITNESSES as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions and Construction. In this Deed, unless the context requires otherwise:




 









 












	 	(a)	 	terms and expressions defined in or construed for the purposes of the Facility
Agreement or the Supplemental Agreement shall have the same meanings or be construed in
the same manner when used in this Deed;
	 
	 	(b)	 	the expression “Offshore Security Agent” shall mean the Offshore Security Agent
acting in its capacity as trustee for itself and the other Finance Parties pursuant to
the trust declared by Clause 1.2 in respect of holding or releasing the rights,
benefits and interests conferred by Clause 2.1, and the expression “Finance Parties”
shall have the meaning ascribed to it in the Facility Agreement;
	 
	 	(c)	 	“Secured Indebtedness” means all and any sums (whether principal, interest,
fees or otherwise) which are now or at any time may become payable by the Borrower
under the Facility Agreement and each of the other Finance Document to which it is a
party and all other monies hereby agreed to be paid.






	1.2	 	Trust. All rights, benefits and interests granted to or conferred upon the Offshore
Security Agent pursuant to Clause 2.1 and all other rights, powers and discretions granted to
or conferred upon the Offshore Security Agent under this Deed shall be held by the Offshore
Security Agent on trust for the benefit of the Finance Parties from time to time. The
Offshore Security Agent may do all acts within its powers to administer and manage the trust
constituted by this Clause including any full or partial release by deed of the rights,
benefits and interests conferred by Clause 2.1. The trust constituted by this Clause shall
come into existence on the date of this Deed and shall last for so long as any part of the
Secured Indebtedness remains unpaid or the performance of any obligation under any Finance
Document has not been performed in full Provided that, for the purposes of the rule against
perpetuities, the perpetuity period applicable to the trust constituted under this Clause and
dispositions made or to be made pursuant to this Deed and this trust, is hereby specified as a
period of eighty (80) years less one (1) day from the date of this Deed.
	 
	1.3	 	Successors and Assigns. The expressions “Guarantor”, “Borrower”, “Facility Agent”,
“Offshore Security Agent”, “Lenders” and “Finance Parties” shall where the context permits
include their respective successors, transferee and permitted assigns and any persons deriving
title under them.
	 
	1.4	 	Miscellaneous. In this Deed, unless the context requires otherwise, references to
provisions of any law or regulation shall be construed as references to those provisions as
replaced, amended, modified or re-enacted from time to time; words importing the singular
include the plural and vice versa and words importing a gender include every gender;
references to this Deed or any other Finance Document shall be construed as references to such
document as the same may be amended, supplemented or novated from time to time; unless
otherwise stated, references to Clauses are to clauses of this Deed. Clause headings are
inserted for reference only and shall be ignored in construing this Deed.




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	2.	 	GUARANTEE
	 
	2.1	 	Guarantee. In consideration of the Lenders agreeing to continue to make the Facility
available to the Borrower upon the terms and conditions of the Facility Agreement and the
Facility Agent and the Offshore Security Agent agreeing to enter into the Supplemental
Agreement and the other documents referred to therein, the Guarantor unconditionally and
irrevocably guarantees, as a continuing obligation, the due and punctual payment of the
Secured Indebtedness in the currency or respective currencies in which the same is payable
under the terms of the Facility Agreement and the due and punctual performance and observance
by the Borrower of all other obligations of the Borrower contained in any Finance Document to
which it is a party, notwithstanding any dispute between the Finance Parties and the Borrower,
and if the Borrower fails to pay any amount of the Secured Indebtedness when due, the
Guarantor shall pay such amount to the Offshore Security Agent in the required currency as
aforesaid forthwith upon receiving the Offshore Security Agent’s first written demand.
	 
	2.2	 	Demands. Demands may be made under this Deed from time to time and may be enforced
irrespective of whether any steps or proceedings are or will be taken against the Borrower or
any other person to recover the indebtedness claimed under this Deed.
	 
	2.3	 	Discharge. The Facility Agent shall, at the request and cost of the Guarantor, and in
such form as the Facility Agent shall approve, discharge this Deed on the earlier of:






	 	(a)	 	the full payment of all the Secured Indebtedness to the satisfaction of the
Lender and cancellation of the Facility; and
	 
	 	(b)	 	(if and to the extent that the Borrower has signed all such documents and taken
all such steps as are required by the Facility Agent pursuant to clause 7 of the
Supplemental Agreement (and has procured the relevant parties to do the same)) the
passage of all applicable hardening or claw back period under all applicable laws in
respect of the Replacement Share Mortgages and the security or payment granted
thereunder has not, in any way during such period, been 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, and no Event of Default shall have occurred
and is continuing at that time.






	3.	 	CONTINUING GUARANTEE
	 
	 	 	This Deed shall be a continuing guarantee and shall remain in full force and effect until
the Secured Indebtedness has been paid in full, notwithstanding the insolvency or
liquidation or any incapacity or change in the constitution or status of the Guarantor or
any other person or any intermediate settlement of account or other matter whatsoever. This
Deed is in addition to, and independent of, any Encumbrance, guarantee or other security or
right or remedy now or at any time hereafter held by or available to any Finance Party.




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	4.	 	INDEMNITY
	 
	 	 	Without prejudice to the guarantee contained in Clause 2, the Guarantor unconditionally and
irrevocably undertakes, as a separate, additional and continuing obligation, to indemnify
each Finance Party against all losses, liabilities, damages, costs and expenses whatsoever
arising out of any failure by the Borrower to make due and punctual payment of the Secured
Indebtedness or in the due and punctual performance and observance of all other obligations
under any Finance Document to which it is a party. This indemnity shall remain in effect
notwithstanding that the guarantee under Clause 2 may cease to be valid or enforceable
against the Guarantor for any reason whatsoever.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Representations and Warranties. The Guarantor represents and warrants to the Offshore
Security Agent that:






	 	(a)	 	the Guarantor has full power, authority and legal right to enter into and
engage in the transactions contemplated by this Deed and the other Supplemental
Security Documents to which it is a party and has taken or obtained all necessary
corporate and other action to authorise the execution and performance of this Deed and
the other Supplemental Security Documents to which it is a party;
	 
	 	(b)	 	subject to Legal Reservations, this Deed and the other Supplemental Security
Documents to which it is a party constitute legal, valid and binding obligations of the
Guarantor enforceable in accordance with their terms;
	 
	 	(c)	 	neither the execution of this Deed and the other Supplemental Security
Documents to which it is a party nor the performance by the Guarantor of any of its
obligations or the exercise of any of its rights thereunder will conflict with or
result in a material breach of any law, regulation, judgment, order, authorisation,
agreement or obligation applicable to it or cause any limitation placed on it or the
powers of its directors to be exceeded or result in the creation of or oblige the
Guarantor to create an Encumbrance in respect of any of its property or assets;
	 
	 	(d)	 	all authorisations required from any governmental or other authority or from
any shareholders or creditors of the Guarantor for or in connection with the execution,
validity and performance of this Deed and the other Supplemental Security Documents to
which it is a party have been obtained and are in full force and effect or, by the
Trading Date will have been obtained and be in full force and effect;
	 
	 	(e)	 	no litigation, arbitration or administrative proceeding is currently taking
place or (to the best of its knowledge and belief) pending or threatened against the
Guarantor or its assets or revenues which, if adversely determined, might
reasonably be expected to have a Material Adverse Effect;




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	 	(f)	 	it is not necessary in order to ensure the validity, enforceability or
admissibility in evidence in proceedings of this Deed or the other Supplemental
Security Documents to which it is a party in Hong Kong or the Cayman Islands that any
of them or any other document be filed or registered with any authority in Hong Kong or
the Cayman Islands or that any tax be paid in respect thereof (however, Cayman Islands
stamp duty may be payable if the original of this Deed is executed in the Cayman
Islands or is thereafter brought to the Cayman Islands);
	 
	 	(g)	 	the Guarantor is not in default under any law, regulation, judgment, order,
authorisation, agreement or obligation applicable to it or its assets or revenues, the
consequences of which default could have a Material Adverse Effect and no Event of
Default or Potential Event of Default has occurred;
	 
	 	(h)	 	all information provided to the Finance Parties by or on behalf of the
Guarantor in connection with this Deed, the Supplemental Agreement or the other
Supplemental Security Documents to which it is a party is true and accurate in all
material respects and all forecasts and projections contained therein were arrived at
after due and careful consideration on the part of the Guarantor and were, in its
considered opinion, fair and reasonable when made; the Guarantor is not aware of any
fact which has not been disclosed in writing to the Facility Agent or the Offshore
Security Agent which might have a material effect on any such information, forecasts or
projections or which might affect the willingness of the Lenders, the Facility Agent or
the Offshore Security Agent to enter into this Deed, the Deeds of Release, the
Supplemental Agreement and the other Supplemental Security Documents and the
transactions contemplated thereunder.






	5.2	 	Continuing Representation and Warranty. The Guarantor also represents and warrants to
and undertakes with the Offshore Security Agent that the foregoing representations and
warranties will be repeated on the date of each Advance and each Interest Payment Date and the
Trading Date with reference to the facts and circumstances subsisting from time to time.
	 
	5.3	 	Acknowledgement of Reliance. The Guarantor acknowledges that the Offshore Security
Agent has entered into this Deed in reliance upon the representations and warranties contained
in this Clause.
	 
	6.	 	UNDERTAKINGS
	 
	6.1	 	Affirmative Undertakings. The Guarantor undertakes and agrees with the Offshore
Security Agent throughout the continuance of this Deed and so long as the Secured Indebtedness
or any part thereof remains owing that the Guarantor will, unless the Offshore Security Agent
(acting on the instructions of the Facility Agent) otherwise agrees in writing:






	 	(a)	 	supply to the Offshore Security Agent in sufficient number for each Finance
Party:




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	 	(i)	 	as soon as they are available, but in any event within one
hundred and eighty (180) days (or such other shorter period for the public
filing of such financial statements as required by any applicable law or
regulation to which the Guarantor is subject) after the end of each financial
year of the Guarantor, certified copies of its consolidated financial
statements in respect of such financial year (including a profit and loss
account and balance sheet) audited and certified by a Designated Accounting
Firm;
	 
	 	(ii)	 	as soon as they are available, but in any event within ninety
(90) days (or such other shorter period for the public filing of such financial
statements as required by any applicable law or regulation to which the
Guarantor is subject) after the end of the first half of each financial year of
the Guarantor, certified copies of its unaudited consolidated financial
statements (including a profit and loss account and balance sheet) prepared on
a basis consistent with the audited consolidated financial statements of the
Guarantor together with a certificate signed by the principal financial officer
of the Guarantor to the effect that such financial statements are true in all
material respects and present fairly the consolidated financial position of the
Guarantor as at the end of, and the results of its operations for, such first
half-year period;
	 
	 	(iii)	 	promptly on request, such additional financial or other
information relating to the Guarantor which is in the possession of the
Guarantor or which the Guarantor is reasonably expected to be able to obtain
and to the extent not restricted by any confidentiality obligations, law or
regulation applicable to it as the Offshore Security Agent may from time to
time reasonably request;






	 	(b)	 	keep proper records and books of account in respect of its business and permit
the Offshore Security Agent and/or any professional consultants appointed by the
Offshore Security Agent during the continuance of an Event of Default or Potential
Event of Default to inspect and examine the records and books of account of the
Guarantor;
	 
	 	(c)	 	promptly inform the Offshore Security Agent of:






	 	(i)	 	the occurrence of any Event of Default or Potential Event of
Default;
	 
	 	(ii)	 	any litigation, arbitration or administrative proceeding as
referred to in Clause 5.1(e);






	 	(d)	 	maintain its corporate existence and conduct its business in a proper and
efficient manner and in compliance with all laws, regulations, authorisations,
agreements and obligations applicable to it if failure so to comply would have a
Material Adverse Effect and pay all taxes imposed on it when due except for such
payment of taxes which is being contested in good faith and adequate reserves have been
maintained for such taxes and the cost required to contest
them;




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	 	(e)	 	maintain in full force and effect all such authorisations as are referred to in
Clause 5.1(d), and take immediate steps to obtain and thereafter maintain in full force
and effect any other authorisations which may become necessary or advisable for the
purposes stated therein;
	 
	 	(f)	 	ensure that its obligations under this Deed at all times rank at least pari
passu with all other unsecured obligations of the Guarantor; and
	 
	 	(g)	 	punctually pay all sums due from it and otherwise comply with its obligations
under this Deed.






	6.2	 	Negative Undertakings. The Guarantor undertakes and agrees with the Offshore Security
Agent throughout the continuance of this Deed and so long as the Secured Indebtedness or any
part thereof remains owing that the Guarantor will not, unless the Offshore Security Agent
otherwise agrees in writing:






	 	(a)	 	merge or consolidate with any other entity or take any step with a view to
dissolution, liquidation or winding-up, except that the Guarantor may effect a merger
or consolidation without the consent of the Facility Agent, the Offshore Security Agent
or the Lenders, provided that (i) prior written notice of such merger or consolidation
has been given to the Facility Agent at least five (5) Business Days before any
agreement is entered into in respect of such merger or consolidation, (ii) the
surviving entity of such merger or consolidation will assume the same obligations of
the Guarantor under this Deed and the other provisions in the Finance Documents
applicable to the Guarantor will apply to such surviving entity after such merger or
consolidation, (iii) the obligations of the Borrower and the Security Providers under
the Finance Documents shall remain in full force and effect and shall not be affected
or varied by such merger or consolidation and (iv) the Guarantor shall upon request of
the Facility Agent provide such information in connection with such merger or
consolidation to the Facility Agent as it may reasonably require provided further that
the Facility Agent and the Lenders shall hold such information (to the extent that such
information is not public information) confidential;
	 
	 	(b)	 	sell, transfer or otherwise assign, deal with or dispose of all or any part of
its business or (except for consideration at fair market value and at arm’s length
terms) its assets or revenues, whether by a single transaction or by a number of
transactions whether related or not.






	6.3	 	Further Undertakings. The Guarantor further undertakes throughout the continuance of
this Deed and so long as the Secured Indebtedness or any part thereof remains owing in the
terms set out in clause 14.2(f) and clause 14.2(h) of the Facility Agreement as applicable to
the Guarantor as if those clauses were set out herein and references thereto the “Corporate
Shareholder” were to the Guarantor.




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	7.	 	CLAIMS BY GUARANTOR
	 
	 	 	The Guarantor represents to and undertakes with the Offshore Security Agent that it has not
taken and will not take any security in respect of its liability under this Deed whether
from the Borrower or any other person. So long as any sum remains owing by the Borrower to
any Finance Party under the Finance Documents, the Guarantor shall not exercise any right of
subrogation, contribution or any other rights of a surety or enforce any security or other
right or claim against the Borrower (whether in respect of its liability under this Deed or
otherwise) or any other person who has guaranteed or given any security in respect of the
Secured Indebtedness or claim in the insolvency or liquidation of the Borrower or any such
other person in competition with any Finance Party. If the Guarantor receives any payment
or benefit in breach of this Clause, it shall hold the same upon trust for the Offshore
Security Agent as a continuing security for the Secured Indebtedness.
	 
	8.	 	TAXES AND OTHER DEDUCTIONS
	 
	 	 	All sums payable by the Guarantor under this Deed shall be paid in full without set-off or
counterclaim or any restriction or condition and free and clear of any tax or other
deductions or withholdings of any nature. If the Guarantor or any other person is required
by any law or regulation to make any deduction or withholding (on account of tax or
otherwise) from any payment for the account of any Finance Party, the Guarantor shall,
together with such payment, pay such additional amount as will ensure that such Finance
Party receives (free and clear of any tax or other deductions or withholdings) the full
amount which it would have received if no such deduction or withholding had been required.
The Guarantor shall promptly forward to the Offshore Security Agent copies of official
receipts or other evidence showing that the full amount of any such deduction or withholding
has been paid over to the relevant taxation or other authority.
	 
	9.	 	COSTS, CHARGES, EXPENSES AND INTEREST
	 
	9.1	 	Costs, Charges and Expenses. Subject to clause 11.7 of the Facility Agreement, the
Guarantor shall from time to time forthwith on demand pay to or reimburse each Finance Party
for:






	 	(a)	 	all reasonable costs, charges and expenses (including legal and other fees on a
full indemnity basis and all other out-of-pocket expenses, provided that any travel
expenses are incurred in relation to the economy class of the relevant type of
transportation involved) incurred by any Finance Party in connection with the
preparation and execution of this Deed and any amendment to or extension of, or the
giving of any consent or waiver in connection with, this Deed; and
	 
	 	(b)	 	all costs, charges and expenses (including legal and other fees on a full
indemnity basis and all other out-of-pocket expenses, provided that any travel expenses
are incurred in relation to the economy class of the relevant type of transportation
involved) incurred by any Finance Party in investigating any




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	 	 	 	event which it reasonably believes is an Event of Default or Potential Event of
Default or in exercising any of its or their rights or powers hereunder or in suing
for or seeking to recover any sums due hereunder or otherwise preserving or
enforcing its or their rights hereunder or in defending any claims brought against
it or them in respect of this Deed or in releasing this Deed upon payment of the
Secured Indebtedness,






	 	 	and, until payment of the same in full, all such costs, charges and expenses shall be
secured by this Deed.
	 
	9.2	 	Interest. The Guarantor shall, with respect to all monies payable under this Deed,
pay interest from the due date to the date of payment (as well after as before any demand or
judgment and notwithstanding the liquidation of the Guarantor or the Borrower) at such rates
and in such manner as are specified in clause 16 of the Facility Agreement.
	 
	10.	 	FURTHER INDEMNITIES
	 
	10.1	 	General Indemnity. Subject to clause 11.7 of the Facility Agreement, the Guarantor
shall indemnify each Finance Party against all losses, liabilities, damages, costs and
expenses incurred by it in the execution or performance of the terms and conditions hereof and
against all actions, proceedings, claims, demands, costs, charges and expenses which may be
incurred, sustained or arise in respect of the non-performance or non-observance of any of the
undertakings and agreements on the part of the Guarantor herein contained.
	 
	10.2	 	Currency Indemnity. If an amount due to any Finance Party from the Guarantor in one
currency (the “first currency”) is received by such Finance Party in another currency (the
“second currency”), the Guarantor’s obligations to such Finance Party in respect of such
amount shall only be discharged to the extent that such Finance Party may purchase the first
currency with the second currency in accordance with normal banking procedures. If the amount
of the first currency which may be so purchased (after deducting any costs of exchange and any
other related costs) is less than the amount so due, the Guarantor shall indemnify such
Finance Party against the shortfall. This indemnity shall be an obligation of the Guarantor
independent of and in addition to its other obligations under this Deed.
	 
	10.3	 	Payment. The Offshore Security Agent may retain and pay out of any money in the
Offshore Security Agent’s hands all sums necessary to effect the indemnities contained in this
Clause and all sums payable by the Guarantor under this Clause shall form part of the monies
hereby agreed to be paid.
	 
	11.	 	SET-OFF
	 
	 	 	If an Event of Default has occurred each Finance Party shall (without prejudice to any
general or banker’s lien, right of set-off or any other right to which it may be entitled)
have the right, without notice to the Guarantor or any other person, to set off and apply
any credit balance on any account (whether subject to notice or not and whether matured or
not and in whatever currency) of the Guarantor with such Finance Party,




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	 	 	and any other indebtedness owing by such Finance Party to the Guarantor, against the
liabilities of the Guarantor under this Deed, and each Finance Party is authorised to
purchase with the monies standing to the credit of any such account such other currencies as
may be necessary for this purpose.






	12.	 	EVIDENCE OF DEBT
	 
	 	 	Any statement of account purporting to show an amount due from the Borrower under any
Finance Document to which it is a party or from the Guarantor under this Deed and signed as
correct by a duly authorised officer of the Facility Agent shall, in the absence of manifest
error, be conclusive evidence of the amount so due.
	 
	13.	 	SUSPENSE ACCOUNT
	 
	 	 	The Offshore Security Agent may place and keep any monies received by virtue of this Deed
(whether before or after the insolvency or liquidation of the Guarantor or the Borrower) to
the credit of a suspense account for so long as the Offshore Security Agent may think fit in
order to preserve the rights of any Finance Party to sue or prove for the whole amount of
its claims against the Guarantor or the Borrower or any other person.
	 
	14.	 	WAIVER AND SEVERABILITY
	 
	 	 	No failure or delay by the Offshore Security Agent in exercising any right, power or remedy
hereunder shall impair such right, power or remedy or operate as a waiver thereof, nor shall
any single or partial exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy. The rights, powers and remedies herein
provided are cumulative and do not exclude any other rights, powers and remedies provided by
law. If at any time any provision of this Deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, the legality, validity and
enforceability of such provision under the law of any other jurisdiction, and of the
remaining provisions of this Deed, shall not be affected or impaired thereby.
	 
	15.	 	MISCELLANEOUS
	 
	15.1	 	Continuing Obligations. The liabilities and obligations of the Guarantor under this
Deed shall remain in force notwithstanding any act, omission, event or circumstance
whatsoever, until full, proper and valid payment of the Secured Indebtedness.
	 
	15.2	 	Protective Clauses. Without limiting Clause 15.1, neither the liability of the
Guarantor nor the validity or enforceability of this Deed shall be prejudiced, affected or
discharged by:






	 	(a)	 	any other Finance Document, Encumbrance, guarantee or other security or right
or remedy being or becoming held by or available to any Finance Party




3-13









 






	 	 	 	or by any of the same being or becoming wholly or partly void, voidable,
unenforceable or impaired or by any Finance Party at any time releasing, refraining
from enforcing, varying or in any other way dealing with any of the same or any
power, right or remedy any Finance Party may now or hereafter have from or against
the Guarantor or the Borrower or any other person or the granting of any time or
indulgence to the Guarantor or the Borrower or any other person;






	 	(b)	 	any variation or modification of any Finance Document or any other document
referred to therein;
	 
	 	(c)	 	the invalidity or unenforceability of any obligation or liability of the
Borrower or the Guarantor under any Finance Document to which it is a party;
	 
	 	(d)	 	the insolvency or liquidation or any incapacity, disability or limitation or
any change in the constitution or status of the Borrower or the Guarantor;
	 
	 	(e)	 	any invalidity or irregularity in the execution of this Deed or any of the
other Finance Documents or any deficiency in the powers of the Guarantor or the
Borrower to enter into or perform any of its obligations hereunder or under any of the
other Finance Documents to which it is a party or any irregularity in the exercise
thereof or any lack of authority by any person purporting to act on behalf of the
Guarantor or the Borrower;
	 
	 	(f)	 	any waiver, exercise, omission to exercise, compromise, renewal or release of
any rights against the Guarantor or the Borrower or any other person or any compromise,
arrangement or settlement with any of the same; or
	 
	 	(g)	 	any act, omission, event or circumstance which would or may but for this
provision operate to prejudice, affect or discharge this Deed or the liability of the
Guarantor hereunder.






	15.3	 	Unrestricted Right of Enforcement. This Deed may be enforced without the Finance
Parties first having recourse to any other security or rights or taking any other steps or
proceedings against the Borrower or the Guarantor or any other person or may be enforced for
any balance due after resorting to any one or more other means of obtaining payment or
discharge of the monies, obligations and liabilities hereby secured.
	 
	15.4	 	Discharges and Releases. Notwithstanding any discharge, release or settlement from
time to time between any Finance Party and the Guarantor, if any security, disposition or
payment granted or made to any Finance Party in respect of the Secured Indebtedness by the
Guarantor or the Borrower 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 Offshore Security Agent shall be entitled
hereafter to enforce this Deed as if no such discharge, release or settlement had occurred.
	 
	15.5	 	Finance Parties’ Rights Several. The rights of the Finance Parties under this Deed
are




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	 	 	several and accordingly:






	 	(a)	 	the amount at any time due hereunder to each Finance Party shall be a separate
and independent debt and each Finance Party shall be entitled to protect and enforce
its rights arising out of this Deed; and
	 
	 	(b)	 	the failure of any Finance Party to perform its obligations under the Facility
Agreement or under this Deed shall not affect the rights of the other Finance Parties
under this Deed.






	15.6	 	Pro Rata Sharing. The Guarantor acknowledges that, if at any time any Finance Party
receives any amount from the Guarantor, the Borrower or any other person in respect of sums
due from the Borrower or the Guarantor under the Facility Agreement or under any Finance
Document (other than through the Facility Agent pursuant to the Facility Agreement) whether by
way of voluntary or involuntary payment, set-off or otherwise, it will promptly pay to the
Facility Agent the amount so received for distribution to the other Finance Parties in
accordance with the Facility Agreement. The Facility Agent shall treat such amount as if it
were a payment directly to the Facility Agent on account of sums due from the Borrower or the
Guarantor under the Facility Agreement or any Finance Document so that, as between the
Guarantor and the Finance Party who originally received the amount, the amount shall not be
treated as having been paid and such Finance Party shall retain all its rights against the
Guarantor or the Borrower or otherwise with respect to such amount (except to the extent of
any sum received by it from such distribution by the Facility Agent). Notwithstanding the
foregoing provisions of this Clause,






	 	(a)	 	in respect of any amount received by any Finance Party arising from any legal
proceeding brought against the Guarantor, the Borrower or any other person for
recovering any amount due and payable to such Finance Party under the Facility
Agreement and any Finance Document, such Finance Party is not obliged to share such
received amount with any other Finance Party who has the legal right to participate in
such legal proceeding but has not participated after obtaining a reasonable opportunity
to so participate, and has not on its own behalf commenced (and use its best endeavours
to proceed with) any enforcement of its rights against the Guarantor, the Borrower or
any other person; and
	 
	 	(b)	 	if any Finance Party is obliged to refund the Guarantor, the Borrower or any
other person any part of the amount received from the Guarantor, the Borrower or such
other person and shared according to this Clause, each other Finance Party shall
provide the Facility Agent such funds which such Finance Party is obliged to refund
(after deducting (the appropriate portion of) such amount distributed to and received
by such Finance Party by the Facility Agent).






	15.7	 	Amendment. Any amendment or waiver of any provision of this Deed and any waiver of
any default under this Deed shall only be effective if made in writing and signed by the
Offshore Security Agent and (in relation to any amendment of any provision of this Deed) the
Guarantor.




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	15.8	 	Counterparts.






	 	(a)	 	This Deed (i) may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of this
Deed; and (ii) the executed signature pages of each party to this Deed may be collated
into and attached to any number of single copies of this Deed, pursuant to paragraph
(b) below, as if each of them had been executed by both parties in a single copy, and
this has the same effect as if this Deed had been executed in the relevant number of
single copies.
	 
	 	(b)	 	If the parties to this Deed choose to execute the same in accordance with
paragraph (a)(ii) above, each party will transmit its signed signature page(s) either
to (i) Baker & McKenzie (or such other person authorised by each party to this Deed) or
(ii) the Offshore Security Agent (or such other person authorised by the Offshore
Security Agent) (each person referred to in paragraphs (i) and (ii) above a
“Recipient”), and the Recipient shall be and shall be deemed to be authorised by each
such party, upon receipt of the executed signature pages of each party to this Deed, to
collate and attach them into single copies of this Deed (with one executed signature
page of each party being collated into and attached to one such single copy). For the
avoidance of doubt, the Recipient shall have no further duties connected with its
position as Recipient.






	15.9	 	Recovery of Costs. The parties to this Deed agree to and to be bound by the
provisions of clause 11.7 of the Facility Agreement and that such provisions shall be deemed
to be incorporated into this Deed as if they were set out in full in this Deed, mutatis
mutandis. Accordingly, to the extent that any Finance Party is entitled to make a demand for
payment against the Guarantor in accordance with clause 11.7 of the Facility Agreement, the
Guarantor shall upon such demand make the relevant payment accordingly.
	 
	16.	 	ASSIGNMENT
	 
	16.1	 	The Guarantor. The Guarantor shall not assign any of its rights hereunder.
	 
	16.2	 	The Offshore Security Agent and Finance Parties. Any of the Offshore Security Agent
and the other Finance Parties may assign or grant participations in all or any part of their
rights under this Deed and make disclosures in accordance with the provisions of clause 22 of
the Facility Agreement but as if references therein to the Borrower were references to the
Guarantor.
	 
	17.	 	NOTICES
	 
	17.1	 	Delivery. Each notice, demand or other communication to be given or made under this
Deed shall be in writing and delivered or sent to the relevant party at its address or fax
number set out below (or such other address or fax number as the addressee has by five (5)
days’ prior written notice specified to the other party):




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	To the Guarantor:

	 	MIE Holdings Corporation
	 

	 	Room 402, Block C, Yuanda Center
	 

	 	Huizhong Road, Chaoyang, Beijing
	 

	 	PRC
	 
	 	 
	 

	 	Fax Number: (8610) 5123 8866
	 

	 	Attention: Mr. Zhang Rui Lin / Mr. Forrest Dietrich / Mr. Allen Mak
	 
	 	 
	With a copy to:

	 	MI Energy Corporation
	 

	 	Room 402, Block C, Yuanda Center
	 

	 	Huizhong Road, Chaoyang, Beijing
	 

	 	PRC
	 
	 	 
	 

	 	Fax Number: (8610) 5123 8866
	 

	 	Attention: Mr. Zhang Rui Lin / Mr. Forrest
Dietrich / Mr. Allen Mak
	 
	 	 
	To the Offshore
Security Agent:

	 	CITIC Ka Wah Bank Limited
	 

	 	9/F., Lippo Centre, Tower 1
	 

	 	89 Queensway
	 

	 	Central
	 

	 	Hong Kong
	 
	 	 
	 

	 	Fax Number: (852) 3603 4398
	 

	 	Attention: Ms. Janice Sze / Ms. Windy Lau







	17.2	 	Deemed Delivery. Any notice, demand or other communication so addressed to the
relevant party shall be deemed to have been delivered (a) if given or made by letter, when
actually delivered to the relevant address and (b) if given or made by fax, when despatched
with electronic confirmation of complete and error-free transmission, Provided that, if such
day is not a working day in the place to which it is sent, such notice, demand or other
communication shall be deemed delivered on the next following working day at such place.
	 
	18.	 	GOVERNING LAW AND JURISDICTION
	 
	18.1	 	Law. This Deed and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of Hong Kong.
	 
	18.2	 	Jurisdiction. The Guarantor agrees that any legal action or proceeding arising out of
or relating to this Deed may be brought in the courts of Hong Kong and irrevocably submits to
the non-exclusive jurisdiction of such courts.
	 
	18.3	 	Process Agent. The Guarantor hereby appoints Law Debenture Services (H.K.) Limited
(the “Process Agent”) to be its agent to accept on behalf of the Guarantor service of process
issued by the Offshore Security Agent in relation to this Deed. In the event of any action
being commenced in Hong Kong in relation to this Deed, the Guarantor agrees that the process
by which such action is commenced shall be




3-17









 






	 	 	sufficiently served on the Guarantor, and shall be deemed to have been so served, if
addressed to the Process Agent and left at or sent by post to the following address:





Room 3105, Alexandra House, 18 Chater Road, Central, Hong Kong





	 	 	or to the registered office for the time being of the Process Agent. Notice of any change
of Process Agent and/or its address for service in Hong Kong may be given to the Offshore
Security Agent in writing by the Guarantor, in which case the new details of the new Process
Agent and/or address will only apply with effect from the fifteenth (15th) day after receipt
of such notice by the Offshore Security Agent. If service of process on the Process Agent
is impracticable because the address for service has ceased to exist or otherwise, the
Guarantor agrees that, so long as the Offshore Security Agent has arranged for the relevant
documents to be couriered to the Guarantor’s address as set out in Clause 17.1 (whether or
not the Guarantor has received such documents), the process shall be sufficiently served by
inserting an advertisement of such process in an issue of a daily newspaper in Hong Kong,
whereupon service shall be deemed to have been effected on the day of publication of such
advertisement.
	 
	18.4	 	No Limitation on Right of Action. Nothing herein shall limit the right of the
Finance Parties to commence any legal action against the Guarantor and/or its property in any
other jurisdiction or to serve process in any manner permitted by law, and the taking of
proceedings in any jurisdiction shall not preclude the taking of proceedings in any other
jurisdiction whether concurrently or not.
	 
	18.5	 	Waiver; Final Judgment Conclusive. The Guarantor irrevocably and unconditionally
waives any objection which it may now or hereafter have to the choice of Hong Kong as the
venue of any legal action arising out of or relating to this Deed. The Guarantor also agrees
that a final judgment against it in any such legal action shall be final and conclusive and
may be enforced in any other jurisdiction, and that a certified or otherwise duly
authenticated copy of the judgment shall be conclusive evidence of the fact and amount of its
indebtedness.
	 
	18.6	 	Waiver of Immunity. The Guarantor irrevocably waives any immunity to which it or its
property may at any time be or become entitled, whether characterised as sovereign immunity or
otherwise, from any set-off or legal action in Hong Kong or elsewhere, including immunity from
service of process, immunity from jurisdiction of any court or tribunal, and immunity of any
of its property from attachment prior to judgment or from execution of a judgment.




3-18









 










IN WITNESS whereof this Deed has been executed by the parties hereto and is intended to be and is
hereby delivered on the day and year first above written.







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THE GUARANTOR




	 	 	 	 	 	 	 

	SIGNED by                      as a

	 	 	)	 	 	 
	Deed and SEALED and DELIVERED

	 	 	)	 	 	 
	as a Deed by

	 	 	)	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 
	in his presence

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	)	 	 	Signatory
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	)	 	 	Witness
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE OFFSHORE SECURITY AGENT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 	 	 
	by

	 	 	)	 	 	 






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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the use in this Registration Statement on Form F-1/A of our report dated April 16, 2010
relating to the consolidated financial statements of MIE Holdings Corporation, which appears in such Registration Statement.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.




/s/ PricewaterhouseCoopers Zhong Tian CPAs Limited Company

Beijing, People’s Republic of China

May 3, 2010





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