exv10w55






Exhibit 10.55




Dated                    2010



CITIC KA WAH BANK LIMITED




as Offshore Security Agent

on its own behalf and as agent and trustee

for the Finance Parties




- in favour of -




FAR EAST ENERGY LIMITED

as Mortgagor



 




DEED OF RELEASE

of a

Share Mortgage of MIE Holdings Corporation

dated 28 July 2009

 





BAKER
& MCKENZIE

14th Floor, Hutchison House

Hong Kong




 









 







THIS DEED OF RELEASE (this “Deed”) is made on the            day of            2010




BY:



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”)




IN FAVOUR OF



FAR EAST ENERGY LIMITED, a corporation duly and validly existing under the laws of Hong Kong with
its registered office at Room 2105, 21/F., Office Tower Langham Place, 8 Argyle Street, Mongkok,
Kowloon, Hong Kong (the “Mortgagor”).




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, (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 made available to the Borrower a loan facility of
up to two hundred million US Dollars (US$200,000,000) upon and subject to the terms and
conditions set out therein and upon the security of, inter alia, the Share Mortgage referred
to below.
	 
	(B)	 	By a share mortgage in respect of shares in MIE Holdings Corporation dated 28 July 2009 (the
“Share Mortgage”) made between (1) the Mortgagor and (2) the Offshore Security Agent, the
Mortgagor as beneficial owner mortgaged, charged and assigned to the Offshore Security Agent
by way of first legal mortgage the Shares (as defined therein).
	 
	(C)	 	The Mortgagor has requested and the Offshore Security Agent has agreed to enter into this
Deed.




 









 






NOW THIS DEED WITNESSES THAT the Offshore Security Agent hereby unconditionally and irrevocably:





	(1)	 	RELEASES AND DISCHARGES the Mortgagor from all its present and future liabilities and
obligations owing to the Offshore Security Agent under the Share Mortgage and all security
granted by the Mortgagor to the Offshore Security Agent thereunder; and
	 
	(2)	 	RELEASES AND/OR DISCHARGES AND/OR REASSIGNS unto the Mortgagor the Shares and any other
subject matter as is mortgaged, charged and/or assigned by the Mortgagor to the Offshore
Security Agent under the Share Mortgage to hold the same henceforth unto the Mortgagor
absolutely and unconditionally freed and discharged of and from the Share Mortgage.




This Deed shall be governed by, and construed in accordance with, the laws of the Hong Kong Special
Administrative Region of the People’s Republic of China.



IN WITNESS WHEREOF this Deed has been executed by the Offshore Security Agent and is intended to be
and is hereby delivered on the day and year first above written.




	 	 	 	 	 
	SIGNED, SEALED and DELIVERED

	 	 	)	 
	as a Deed by and in the name of

	 	 	)	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 
	by its lawful attorney(s)

	 	 	)	 
	 

	 	 	)	 
	in the presence of

	 	 	)	 






	 	 	 
	Signature of Witness:

	 	 
	Name:
	 	 
	Address: