Exhibit 10.1


 


TERM LOAN FACILITY AGREEMENT


 


by and among


 


The Ashmore Funds listed in Schedule 1


 


as ORIGINAL LENDERS


 


Far East Energy (Bermuda),
Ltd.,


 


as BORROWER


 


Dated 29th September 2015


 




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THIS TERM LOAN FACILITY AGREEMENT
(the "Agreement") dated 29th September 2015 is made between:


 


		(1)	FAR EAST ENERGY (BERMUDA), LTD., a Bermuda exempted company with address at 333 N. Sam Houston
Parkway E. Suite 230, Houston, Texas 77060, United States of America (the
"Borrower"); and



 


		(2)	THE ASHMORE FUNDS listed in Schedule 1
(the "Original Lenders").



 


WHEREBY IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement:


 


"Affiliate"
means:


 


		(a)	with respect to any person, any other person which, directly or indirectly, controls, is controlled
by, or is under common control with, such first person, where "control" means the power to direct the management
and policies of the controlled person through ownership of voting shares or by contract or otherwise, including in any event:



 


		(i)	the holding, directly or indirectly, of fifty point one per cent. (50.1%) or more of total voting
rights of the controlled person; or



 


		(ii)	the ability to appoint more than half of the members of the board of directors (or analogous body)
of the controlled person; and



 


		(b)	with respect to the Original Lenders, any investment fund or account which has Ashmore Investment
Management Limited ("AIML") or Ashmore Investment Advisors Limited ("AIAL") as its investment
manager or an Affiliate thereof (as defined in (a) above) or any successor to such fund or account with substantially the same
co-investment arrangements with funds or accounts managed by AIML or AIAL and, for the avoidance of doubt, each Original Lender
is an Affiliate of AIML or AIAL and of each other, so long as it has AIML, AIAL or an Affiliate thereof as its investment manager.



 


“April Finance
Documents” shall have the meaning ascribed to the term "Finance Documents" in the April Loan Agreement.


 


“April
Loan Agreement” means the term loan facility agreement dated 8 April 2015, as amended, between the Borrower and the
Original Lenders.


 


"Authorisation"
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


"Availability Period"
means the period of from and including the date of this Agreement to the final Utilisation hereunder.


 




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"Business Day"
means a day (other than Saturday or Sunday) on which commercial banks are open for business in London and New York City.


 


"Change
of Control" means (a) any person controlling or owning, directly or indirectly, more than fifty per cent. (50%) of the
issued share capital of the Borrower or its Parent as at the date of this Agreement ceases to control the Borrower or its Parent
or (b) any person or group of persons acting in concert gains control of the Borrower or its Parent or (c) a sale of all or substantially
all of the assets and/or debt liabilities of the Borrower or its Parent to a third party who is not an Affiliate of the Borrower,
in one or more related transactions. For the purposes of this clause:


 


		(i)	"control" means:



 


		(A)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(1)	cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might
be cast at a general meeting of the Borrower or its Parent; or



 


		(2)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower
or its Parent; or



 


		(3)	give directions with respect to the operating and financial policies of the Borrower or its Parent
which the directors or other equivalent officers of the Borrower or its Parent are obliged to comply with; and/or



 


		(B)	the holding of more than 50 per cent. of the issued share capital of the Borrower or its Parent.



 


		(ii)	"acting in concert" means, a group of persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly,
of shares in the Borrower or its Parent to obtain or consolidate control of the Borrower or its Parent.



 


"Commitment"
means:


 


		(a)	in relation to an Original Lender, the amount in dollars set opposite its name under the heading
"Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to
it under this Agreement; and



 


		(b)	in relation to any other Lender, the amount in dollars of any Commitment transferred to it under
this Agreement,



 


to the extent not cancelled,
reduced or transferred by it under this Agreement.


 




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"Default" means
an Event of Default or any event or circumstance which would (with the giving of notice, the making of any determination under
the Finance Documents or any combination of any of the foregoing) be an Event of Default.


 


“Existing Outstandings”
means all amounts outstanding on the date of this Agreement under the Previous Finance Documents, totalling US$8,763,604.


 


"Event of Default"
means any event or circumstance specified as such in Clause 15 (Events of Default).


 


"Event
of Loss" shall
have the meaning ascribed to it in the Indenture.


 


"Facility"
means the term loan facility made available under this Agreement as described in Clause 2.1.1 (The Facility).


 


“February Finance
Documents” shall have the meaning ascribed to the term "Finance Documents" in the February Loan Agreement.


 


“February Loan
Agreement” means the term loan facility agreement dated 24 February 2015, as amended, between the Borrower and the Original
Lenders.


 


"Finance Documents"
means:


 


		(a)	this Agreement; and



 


		(b)	any other document designated as such by the Lenders and the Borrower,



 


but shall
not, in any event, include the Previous Finance Documents.


 


"Financial Indebtedness"
means any indebtedness for or in respect of:


 


		(a)	moneys borrowed;



 


		(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



 


		(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument;



 


		(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance
with GAAP, be treated as a finance or capital lease;



 


		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



 


		(f)	any amount raised under any other transaction (including any forward sale or purchase agreement)
having the commercial effect of a borrowing;



 


		(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken
into account);



 




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		(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution;



 


		(i)	any amount raised by the issue of any capital stock, shares, equity or quasi-equity instrument
of any type or nature;



 


		(j)	any amount of any liability under an advance or deferred purchase agreement if one of the primary
reasons behind the entry into this agreement is to raise finance; and



 


		(k)	(without double counting) the amount of any liability in respect of any guarantee or indemnity
for any of the items referred to in paragraphs (a) to (j) above.



 


"GAAP"
means generally accepted accounting principles in the United States, which are in effect from time to time.


 


"Indenture"
means the indenture dated 15 January 2013 between, amongst others, the Borrower, its Parent and Wells Fargo Bank, National
Association, as amended from time to time.


 


"Interest Period"
means an interest period calculated in accordance with Clause 7 (Interest on Loan).


 


"Interest Rate"
means twenty five per cent. (25%) per annum.


 


“June
Finance Documents” shall have the meaning ascribed to the term "Finance Documents" in the June Loan Agreement.


 


“June Loan Agreement”
means the term loan facility agreement dated 26 June 2015, as amended, between the Borrower and the Original Lenders.


 


"Lender" means:


 


		(a)	any Original Lender; or



 


		(b)	any person which becomes a Lender after the date of this Agreement,



 


which in each case has not ceased
to be a lender in accordance with the terms of this Agreement.


 


"Loan" means
a loan made or to be made under this Agreement or the principal amount outstanding for the time being of that loan.



 


"Majority Lenders"
means:


 


		(a)	if no Loan is outstanding, a Lender or Lenders whose Commitments aggregate more than 662/3
per cent. of the Total Commitments (or if those Total Commitments have been reduced to zero, aggregated more than 662/3
per cent. of the Total Commitments immediately prior to that reduction); or



 




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		(b)	at any other time, a Lender or Lenders whose participation in the outstanding Loan aggregate more
than 662/3 per cent. of the outstanding Loan.



 


"Material Adverse Effect"
means a material adverse effect on:


 


		(a)	the business, operations, property or condition (financial or otherwise) of the Borrower; or



 


		(b)	the validity or enforceability of the Finance Documents or the rights or remedies of the Lenders
under the Finance Documents.



 


"Parent"
means Far East Energy Corporation, a Nevada corporation.


 


"Party" means
a party to this Agreement.


 


"Permitted Debt"
shall have the meaning ascribed to it in the Indenture.


 


"Permitted Liens"
shall have the meaning ascribed to it in the Indenture.


 


"Production
Sharing Contract" shall
have the meaning ascribed to it in the Indenture.


 


"Project"
shall have the meaning ascribed to it in the Indenture.


 


“Previous Finance Documents”
means the February Finance Documents, April Finance Documents and June Finance Documents.


 


"Repayment Date"
means March 29th, 2016.


 


"Repeating Representations"
means each of the representations set out in Clause 12 (Representations).


 


"Security"
means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


"Tax" means
any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same).


 


"Total Commitments"
means the aggregate of the Commitments, being US$16,263,604 at the date of this Agreement.


 


"Transfer Certificate"
means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or another
form agreed between the Lenders and the Borrower.


 


"Transfer
Date" means the Transfer Date specified in the Transfer Certificate.


 


"Utilisation"
means the utilisation of the Facility.


 


"Utilisation Date"
means each date on which the Facility is utilised.


 


"Utilisation Request"
means a notice substantially in the form set out in Schedule 3 (Requests).


 




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"VAT" means
value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.


 


		1.2	Construction 



 


		1.2.1	Unless a contrary indication appears any reference in this Agreement to:



 


		(a)	the "Borrower", the "Lenders" any "Party" or any party to an agreement
shall be construed so as to include its successors in title, permitted assigns and permitted transferees;



 


		(b)	"assets" includes present and future properties, revenues and rights of every description;



 


		(c)	any reference to "this Agreement", a "Finance Document" or any other agreement
or document shall be a reference to this Agreement or that other agreement or document as may be from time to time amended, modified,
varied, novated, supplemented or replaced, unless the context shall otherwise require;



 


		(d)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for
the payment or repayment of money, whether present or future, actual or contingent;



 


		(e)	a "person" includes any person, firm, company, corporation, government, state or agency
of a state or any association, trust or partnership (whether or not having separate legal personality);



 


		(f)	a "regulation" includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;



 


		(g)	the singular includes the plural and vice versa;



 


		(h)	a provision of law is a reference to that provision as amended or re-enacted; and



 


		(i)	a time of day is a reference to London time.



 


		1.2.2	Clause, Schedule and Part headings are for ease of reference only.



 


		1.2.3	Unless a contrary indication appears, a term used in any other Finance Document or in any notice
given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



 


		1.2.4	A Default (other than an Event of Default) is "continuing" if it has not been
remedied or waived and an Event of Default is "continuing" if it has not been waived.



 




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		1.3	Currency Symbols and Definitions



 


"US$" and "dollars"
denote lawful currency of the United States of America.


 


		1.4	Third party rights



 


		1.4.1	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999
to enforce or enjoy the benefit of any term of this Agreement.



 


		1.4.2	Notwithstanding any form of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary any Finance Document at any time.



 


		2.	THE FACILITY



 


		2.1.1	Subject to the terms of this Agreement, the Lenders agree to make available a dollar term loan
facility in an aggregate amount equal to the Total Commitments.



 


		2.1.2	The obligations of each Lender under the Finance Documents are several. Failure by a Lender to
perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.
No Lender is responsible for the obligations of any other Lender under the Finance Documents. The rights of each Lender under or
in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to
a lender from the Borrower shall be a separate and independent debt. A Lender may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.



 


		3.	PURPOSE



 


		3.1	Purpose 



 


		3.1.1	The Borrower shall apply all amounts borrowed by it under the Facility towards:



 


		(a)	firstly, refinancing in full the Existing Outstandings, and



 


		(b)	secondly, its working capital purposes, in each case subject to the Lenders’ consent pursuant
to Clause 14.8 (Payments).



 


		3.1.2	On the date of this Agreement, the Borrower
shall be deemed to have made a Utilisation equal to the Existing Outstandings, and the Lenders will be treated as having advanced
their pro rata share of the same, such that the Existing Outstandings owed to each Lender shall be discharged in full by way of
netting off. 



 


		3.2	Monitoring 



 


No Lender is bound to monitor
or verify the application of any amount borrowed pursuant to this Agreement.


 




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		4.	CONDITIONS OF UTILISATION



 


		4.1	Initial conditions precedent 



 


The Lenders
will only be obliged to make a Loan available to the Borrower if on or before the Utilisation Date for that Loan, the Lenders have
received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance reasonably
satisfactory to the Lenders. The Lenders shall notify the Borrower promptly upon being so satisfied.


 


		4.2	Further conditions precedent



 


Subject to Clause 4.1, the Lenders
will only be obliged to make a Loan available to the Borrower if on the date of the Utilisation Request and on the proposed Utilisation
Date:


 


		4.2.1	no Default is continuing or would result from the proposed Loan; and



 


		4.2.2	the Repeating Representations to be made by the Borrower are true in all material respects; and



 


		4.2.3	in respect of any Loan other than the deemed Loan referred to in Clause 3.1.2 above, the Lenders
are duly satisfied with the outcome of negotiations with any third party(ies) interested in acquiring the shares, assets and/or
debt liabilities of the Borrower or its Parent.



 


		4.3	Maximum number of Loans



 


		4.3.1	The Borrower may only deliver up to fifteen Utilisation Requests.



 


		4.3.2	The Borrower may not request that a Loan be divided.



 


		5.	UTILISATION



 


		5.1	Delivery of a Utilisation Request



 


The Borrower may utilise the
Facility by delivery to the Lender of a duly completed Utilisation Request.


 


		5.2	Completion of a Utilisation Request



 


		5.2.1	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed
unless:



 


		(a)	the proposed Utilisation Date is a Business Day within the Availability Period; and



 


		(b)	the currency and amount of the Utilisation
comply with Clause 5.3 (Currency and amount);



 


		(c)	in respect of the first Loan made pursuant to Clause 3.1.1(b), the amount of the Loan requested
is US$500,000;



 


		(d)	in respect of any other Loan made pursuant to Clause 3.1.1(a), the amount of the Loan requested
is in an amount approved by the Lenders based on the outcome of negotiations
with any third party(ies) interested in acquiring the shares, assets and/or debt liabilities of the Borrower or its Parent.



 




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		5.2.2	Only one Loan may be requested in each Utilisation Request.



 


		5.3	Currency



 


The
currency specified in the Utilisation Request must be dollars.


 


		5.4	Lenders' Participation



 


		5.4.1	If the conditions set out in this Agreement have been met, each Lender shall make its participation
in the Loan available on the applicable Utilisation Date.



 


		5.4.2	The aggregate amount of each Lender's participation in the Loan shall be equal to its Commitment
or pro-rata portion thereof.



 


		5.5	Cancellation of Commitment



 


The Total Commitments shall
be immediately cancelled at the end of the Availability Period if undrawn. No amount of the Total Commitments cancelled under this
Agreement may be subsequently reinstated.


 


		6.	REPAYMENT and Prepayment



 


		6.1	Repayment Date



 


The Borrower shall repay the
Loan to the Lenders in full on the Repayment Date.


 


		6.2	Mandatory Repayments



 


		6.2.1	If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform
any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:



 


		(a)	that Lender shall promptly notify the Borrower upon becoming aware of that event whereupon the
Commitment of that Lender will be immediately cancelled; and



 


		(b)	the Borrower shall repay that Lender's participation in the Loan on the last day of the Interest
Period for the Loan occurring after that Lender has notified the Borrower or, if earlier, the date specified in the notice (being
no earlier than the last day of any applicable grace period permitted by law).



 


		6.2.2	Upon a Change of Control, the Total Commitments shall be cancelled and the outstanding Loan, together
with accrued interest, and all other amounts accrued under the Finance Documents immediately shall be due and payable.



 


		6.3	Voluntary Prepayment



 


		6.3.1	The Borrower may, by giving not less than five Business Days' prior notice to the Lenders, prepay
the Loan in whole on any Business Day before the Repayment Date.



 




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		6.3.2	Any notice of prepayment under this Loan Agreement shall be effective only on actual receipt by
the Lender, is irrevocable and shall specify the date upon which the relevant prepayment is to be made.



 


		6.4	Other Amounts



 


If the Loan or any part thereof
is prepaid under any provision of this Agreement, the Borrower shall pay for the account of each Lender concerned at the time of
prepayment, such Lender's proportion of interest accrued up to the date of prepayment and all other sums payable by the Borrower
under this Agreement for the account of such Lender.


 


		6.5	No reborrowing



 


The Borrower may not reborrow
any part of the Facility which is repaid and the Borrower shall not repay or prepay all or any part of the Loan except at the times
and in the manner expressly provided for in this Agreement. No amount of the Facility cancelled under this Agreement may be subsequently
reinstated.


 


		7.	INTEREST ON LOAN



 


		7.1	Interest



 


The Borrower shall pay interest
on the Loan in accordance with the provisions of this Clause 7.


 


		7.2	Interest Periods



 


The Interest Periods applicable
to each Loan shall be one (1) month each provided that:


 


		7.2.1	the first Interest Period of a Loan which shall commence on the Utilisation Date for that Loan
and end, subject to Clause 7.2.3 below, on the last day of the month in which Utilisation occurred;



 


		7.2.2	each Interest Period (except for the first Interest Period of each Loan) shall commence on the
last day of the preceding Interest Period for that Loan;



 


		7.2.3	any Interest Period for a Loan which would otherwise end on a day which is not a Business Day shall
instead end on the next following Business Day or, if that Business Day is in another calendar month, on the immediately preceding
Business Day; and



 


		7.2.4	any Interest Period which would otherwise overrun the Repayment Date shall instead end on the Repayment
Date, subject to adjustment in accordance with Clause 19.5 (Business Days).



 


		7.3	Rate and Calculation



 


The rate of interest applicable
to the Loan or the relevant part thereof shall be the rate per annum equal to the Interest Rate. Interest shall accrue from day
to day, shall be calculated on the basis of the actual number of days elapsed and a 360 day year, including the first day of the
period in which it accrues but excluding the last, and shall be payable in arrears on the last day of each Interest Period.


 




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		7.4	Capitalisation of Interest



 


At the end of each Interest
Period, interest that has accrued on the Loan during such Interest Period shall:


 


		7.4.1	be capitalised, added to and form part of that Loan (the "Increased Loan Amount");



 


		7.4.2	be deemed to be a loan made by the Lenders to the Borrower pursuant to the terms of this Agreement;



 


		7.4.3	for the purposes of future interest calculations, the Increased Loan Amount shall be the amount
upon which interest on that Loan for subsequent Interest Periods shall be calculated; and



 


		7.4.4	be paid on the Repayment Date.



 


Notwithstanding
the foregoing, in no event shall the Increased Loan Amount be included for purposes of calculating the amounts funded or to be
funded with respect to the Commitments and the Total Commitments under this Agreement.


 


		7.5	Default Interest on Overdue Amounts



 


		7.5.1	If the Borrower fails to pay any amount payable by it under the Finance Documents on its due date,
it must immediately on demand by the Lenders pay interest on the overdue amounts from the due date up to the date of actual payment
(both before and after judgment).



 


		7.5.2	Interest on an overdue amount is payable at a rate equal to the aggregate of the Interest Rate
and two per cent (2%) per annum.



 


		7.5.3	Interest (if unpaid) on an overdue amount will be compounded daily with that overdue amount but
will remain immediately due and payable.



 


		8.	TAX GROSS UP AND INDEMNITIES



 


		8.1	Tax Definitions



 


		8.1.1	In this Agreement:



 


"Tax Deduction"
means a deduction or withholding for or on account of Tax from a payment under a Finance Document.


 


"Tax Payment"
means either the increase in a payment made by the Borrower to the Lenders under Clause 8.2 (Tax gross-up) or a payment
under Clause 8.3 (Tax indemnity).


 


		8.1.2	Unless a contrary indication appears, in this Clause 8 a reference to "determines" or
"determined" means a determination made in the absolute discretion of the person making the determination.



 




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		8.2	Tax gross-up 



 


		8.2.1	The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



 


		8.2.2	The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or
that there is any change in the rate or the basis of a Tax Deduction) notify the Lenders accordingly.



 


		8.2.3	If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due
from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.



 


		8.2.4	If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 


		8.2.5	Within thirty days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Borrower shall deliver to the Lenders evidence reasonably satisfactory to the Lenders that the Tax Deduction
has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.



 


		8.3	Tax indemnity



 


		8.3.1	The Borrower shall (within three Business Days of demand by the Lenders) pay to the Lenders an
amount equal to the loss, liability or cost which the Lenders determines will be or has been (directly or indirectly) suffered
for or on account of Tax by the Lenders in respect of a Finance Document.



 


		8.3.2	Sub-Clause 8.3.1 above shall not apply:



 


		(a)	with respect to any Tax assessed on the Lenders under the law of the jurisdiction in which the
relevant Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the relevant Lender is treated as
resident for tax purposes if that Tax is imposed on or calculated by reference to the net income received or receivable (but not
any sum deemed to be received or receivable) by the relevant Lender; or



 


		(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause
8.2 (Tax gross-up).



 


		8.3.3	If the Lenders make, or intend to make a claim under sub-Clause 8.3.1 above, the Lenders shall
promptly notify the Borrower of the event which will give, or has given, rise to the claim.



 


		8.4	Stamp taxes



 


The Borrower shall pay and,
within three Business Days of demand, indemnify the Lenders against any cost, loss or liability that the Lenders incurs in relation
to all stamp duty, registration, notarial and other similar Taxes payable in respect of any Finance Document.


 




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		8.5	Value added tax



 


		8.5.1	All amounts set out, or expressed to be payable under a Finance Document by the Borrower to the
Lenders which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which
is chargeable on such supply, and accordingly, subject to sub-Clause 8.5.2 below, if VAT is chargeable on any supply made by the
Lenders to the Borrower under a Finance Document, the Borrower shall pay to the Lenders (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT (and the Lenders shall promptly provide an appropriate VAT invoice
to the Borrower).



 


		8.5.2	Where a Finance Document requires the Borrower to reimburse the Lenders for any costs or expenses,
the Borrower shall also at the same time pay and indemnify the Lenders against all VAT incurred by the Lenders in respect of the
costs or expenses to the extent that the Lenders reasonably determines that neither it nor any other member of any group of which
it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.



 


		9.	INCREASED COSTS



 


		9.1	Increased costs



 


		9.1.1	Subject to Clause 9.3 (Exceptions) the Borrower shall, within three Business Days of a demand
by the Lenders, pay for the account of the Lenders the amount of any Increased Costs incurred by the Lenders or their Affiliates
as a result of (a) the introduction of or any change in (or in the interpretation, administration or application of) any law or
regulation or (b) compliance with any law or regulation made after the date of this Agreement.



 


		9.1.2	In this Agreement "Increased Costs" means:



 


		(a)	a reduction in the rate of return from the Facility or on the Lenders' (or its Affiliates’)
overall capital;



 


		(b)	an additional or increased cost; or



 


		(c)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred or suffered
by the Lenders or any of their Affiliates to the extent that it is attributable to the Lenders having entered into a commitment
or funding or performing its obligations under any Finance Document.


 


		9.2	Increased cost claims



 


If the Lenders intend to make
a claim pursuant to Clause 9.1 (Increased costs), the Lenders shall promptly notify the Borrower.


 


		9.3	Exceptions



 


		9.3.1	Clause 9.1 (Increased costs) does not apply to the extent any Increased Cost is:



 




    	 	14	 



     


    

 


		(a)	attributable to a Tax Deduction required by law to be made by the Borrower;



 


		(b)	compensated for by Clause 8.3 (Tax indemnity) (or would have been compensated for under
Clause 8.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in sub-Clause 8.3.2 of Clause
8.3 (Tax indemnity) applied); or



 


		(c)	attributable to the gross negligence or wilful breach by the Lenders or its Affiliates of any law
or regulation.



 


		9.3.2	In this Clause 9.3, a reference to a "Tax Deduction" has the same meaning given
to the term in Clause 8.1 (Tax Definitions).



 


		10.	OTHER INDEMNITIES



 


		10.1	Currency indemnity



 


		10.1.1	If any sum due from the Borrower under the Finance Documents (a "Sum"), or any
order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency")
in which that Sum is payable into another currency (the "Second Currency") for the purpose of:



 


		(a)	making or filing a claim or proof against the Borrower;



 


		(b)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration
proceedings,



 


the Borrower shall as an independent
obligation, within three Business Days of demand, indemnify the Lenders against any cost, loss or liability arising out of or as
a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency
into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.


 


		10.1.2	The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



 


		10.2	Other indemnities



 


		10.2.1	The Borrower shall, within three Business Days of demand, indemnify the Lenders against any cost,
loss or liability incurred by the Lenders as a result of:



 


		(a)	the occurrence of any Event of Default;



 


		(b)	a failure by the Borrower to pay any amount due under a Finance Document on its due date; or



 


		(c)	funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower
in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of wilful default or gross negligence by that Lender alone).



 




    	 	15	 



     


    

 


		10.2.2	The Borrower shall promptly indemnify the Lenders (and each officer, director, employee, agent,
advisor and representative of a Lender) against any cost, loss or liability incurred by the Lenders (acting reasonably) as a result
of:



 


		(a)	investigating any event which that person reasonably believes is a Default; or



 


		(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised.



 


		11.	COSTS AND EXPENSES



 


		11.1	Transaction expenses



 


The Borrower shall promptly
on demand pay each Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the negotiation,
preparation, printing and execution of:


 


		11.1.1	the Finance Documents executed on the date hereof and any other documents referred to in such Finance
Documents; and



 


		11.1.2	any other Finance Documents executed after the date of this Agreement.



 


		11.2	Amendment costs



 


If the Borrower requests an
amendment, waiver or consent hereunder the Borrower shall, within three Business Days of demand, reimburse the Lenders for the
amount of all costs and expenses (including legal fees) incurred by the Lenders in responding to, evaluating, negotiating or complying
with that request or requirement.


 


		11.3	Enforcement costs



 


The Borrower shall, within three
Business Days of demand, pay to the Lenders the amount of all costs and expenses (including legal fees) incurred by the Lenders
in connection with the enforcement of, or the preservation of any rights under, any Finance Document.


 


		11.4	Commitment Fee



 


The Borrower shall, upon the
earlier to occur of:


 


		11.4.1	the Repayment Date,



 


		11.4.2	the date upon which a mandatory prepayment is made pursuant to Clause 6.2 (Mandatory Repayments),
or



 


		11.4.3	the date upon which a voluntary prepayment is made pursuant to Clause 6.3 (Voluntary Prepayments),



 




    	 	16	 



     


    

 


pay to each
Lender a commitment fee in an amount equal to its pro rata share of seven and a half per cent. (7.5%) of the Total Commitments.


 


		12.	REPRESENTATIONS



 


		12.1	Representations and Warranties



 


The Borrower hereby represents
and warrants to each Lender that on the date of this Agreement: 


 


		12.1.1	Status



 


		(a)	The Borrower is duly incorporated and validly existing under the laws of Bermuda.



 


		(b)	The Borrower has the power to own its assets and carry on its business as it is being conducted.



 


		12.1.2	Binding obligations



 


The obligations expressed to
be assumed by the Borrower in each of the Finance Documents to which it is party are legal, valid, binding and enforceable obligations.


 


		12.1.3	Non-conflict with other obligations



 


The entry into and performance
by the Borrower of the transactions contemplated by the Finance Documents does not and will not conflict with:


 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its assets.



 


		12.1.4	Power and authority



 


The Borrower has the power
to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of,
the Finance Documents and the transactions contemplated thereby.


 


		12.1.5	Validity and admissibility in evidence



 


All Authorisations
required or desirable:


 


		(a)	to enable the Borrower to lawfully enter into, exercise its rights and comply with its obligations
in the Finance Documents; and



 


		(b)	to make the Finance Documents admissible in evidence in Bermuda,



 


have been obtained or effected
and are in full force and effect.


 




    	 	17	 



     


    

 


		12.1.6	Governing law and enforcement



 


		(a)	To the Borrower’s knowledge, the choice of English law as the governing law of this Agreement
will be recognised and enforced in its jurisdiction of incorporation.



 


		(b)	To the Borrower’s knowledge, any judgment obtained in England in relation to this Agreement
will be recognised and enforced in its jurisdiction of incorporation.



 


		12.1.7	Deduction of Tax 



 


To the Borrower’s knowledge,
the Borrower is not required to make any deduction for or on account of Taxes from any payment it may make under any Finance Document.


 


		12.1.8	Filing or stamp taxes



 


Under the law of its jurisdiction
of incorporation it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated
by this Agreement.


 


		12.1.9	No default



 


		(a)	No Event of Default is continuing or might reasonably be expected to result from the Borrower's
making of the Utilisation or the entry into, the performance of, or any transaction contemplated by any Finance Document.



 


		(b)	No other event or circumstance is outstanding which constitutes a default under any other agreement
or instrument which is binding on the Borrower or to which the Borrower's assets are subject which might have a Material Adverse
Effect.



 


		12.1.10	No misleading information



 


		(a)	Any factual information provided to the Lenders prior to the date of this Agreement by the Borrower
was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.



 


		(b)	All financial projections provided to the Lenders prior to the date of this Agreement by the Borrower
have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.



 


		(c)	Nothing has occurred or been omitted from any factual information and no information has been given
or withheld that results in the information provided to the Lenders prior to the date of this Agreement being untrue or misleading
in any material respect.



 




    	 	18	 



     


    

 


		(d)	All written information (other than the information provided pursuant to sub-Clauses (a) to (c)
above) supplied by the Borrower is true, complete and accurate in all material respects as at the date it was given and is not
misleading in any respect.



 


		12.1.11	Pari passu ranking



 


The Borrower's payment obligations
under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law applying to companies generally.


 


		12.1.12	No proceedings pending or threatened



 


Except as set forth on Exhibit
A hereto, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely
determined, might reasonably be expected to have a Material Adverse Effect have been started or (to the best of its knowledge and
belief) threatened against the Borrower.


 


		12.1.13	Taxation



 


		(a)	The Borrower has duly and punctually paid and discharged all Taxes imposed upon it or its assets
within the time period allowed without incurring penalties (except to the extent that (i) such payment is being contested in good
faith; (ii) the Borrower has maintained adequate reserves for those Taxes and (iii) such payment can be lawfully withheld).



 


		(b)	The Borrower is not materially overdue in the filing of any returns on its Taxes.



 


		(c)	No claims are being or are reasonably likely to be asserted against the Borrower with respect to
Taxes.



 


		12.1.14	No Immunity 



 


In any proceedings taken in
its jurisdiction of incorporation in relation to any of the Finance Documents, the Borrower will not be entitled to claim for itself
or any of its assets immunity from suit, execution, attachment or other legal process.


 


		12.1.15	Private and commercial acts



 


The Borrower's execution of
the Finance Documents constitutes, and the Borrower's exercise of its rights and performance of its obligations under the Finance
Documents will constitute, private and commercial acts done and performed for private and commercial purposes.


 




    	 	19	 



     


    

 


		12.1.16	Security



 


No Security or quasi-Security
exists over all or any of the present or future property, assets or revenues of the Borrower other than the Permitted Liens.


 


		12.1.17	Shares



 


There are
no agreements in place which provide for the issue or allotment of, or grant to any person the right to call for the issue or allotment
of, subscribe for, exchange into, purchase or otherwise acquire any of Borrower’s or the Parent’s shares (including
any option or right of pre-emption, conversion or exchange), other than that certain Warrant Agreement, dated as of January 15,
2013, between the Parent and Continental Stock Transfer & Trust Company and certain options and other equity awards previously
granted to certain directors, officers, employees and consultants.


 


		12.1.18	No breach of law



 


It has not breached any law
or regulation which breach has or is likely to have a Material Adverse Effect.


 


		12.1.19	No Financial Indebtedness



 


The Borrower
has no Financial Indebtedness other than arising out of the Finance Documents, the Previous Finance Documents and the Permitted
Debt or as permitted by Clause 14.14 (Incur Financial Indebtedness).


 


		12.1.20	Insurance



 


		12.1.21	Except as set forth on Exhibit B, it has maintained insurance on and in relation to its business
and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying
on the same or substantially similar business.



 


		12.1.22	Good title to assets



 


The Borrower
has a good, valid and marketable title to, or valid leases or licenses of, and all appropriate Authorisations to use, the assets
necessary to carry on its business as presently conducted.


 


		12.1.23	Money laundering



 


The Borrower
has complied with all money laundering and similar laws and regulations to which it may be subject.


 


		12.2	Repetition



 


The Repeating Representations
are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on each date throughout the term
of this Agreement.


 





    	 	20	 



     


    

 


		13.	INFORMATION UNDERTAKINGS



 


The undertakings in this Clause
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


		13.1	Information: miscellaneous



 


The Borrower shall supply to
the Lenders:


 


		13.1.1	all documents dispatched by the Borrower or its Parent to its shareholders (or any class of them)
or its creditors generally at the same time as they are dispatched;



 


		13.1.2	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings which are current, threatened or pending against it or its Parent, and which might, if adversely determined, have a
Material Adverse Effect;



 


		13.1.3	prior notice of all upcoming meetings and discussions, and copies of all correspondence, with any
third party(ies) interested in acquiring the shares, assets and/or debt liabilities of the Borrower or its Parent;



 


		13.1.4	the details of all payments to be made by it or its Parent using the proceeds of the Facility;
and



 


		13.1.5	promptly, such further information regarding
the financial condition, business and operations of the Borrower as the Lenders may reasonably request;



 


		13.2	Notification of default



 


		13.2.1	The Borrower shall notify the Lenders of any Default (and the steps, if any, being taken to remedy
it) promptly upon becoming aware of its occurrence.



 


		13.2.2	Promptly upon a request by the Lenders, the Borrower shall supply to the Lenders a certificate
signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it).



 


		13.3	"Know your customer" checks



 


If:


 


		13.3.1	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		13.3.2	any change in the status of the Borrower or the composition of the shareholders of the Borrower
after the date of this Agreement; or



 


		13.3.3	a proposed assignment by a Lender of any of its rights under this Agreement,



 




    	 	21	 



     


    

 


obliges any
Lender (or, in the case of sub-Clause 13.3.3 above, any prospective new Lender) to comply with "know your customer" or
similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower
shall promptly upon the request of any such Lender supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by that Lender (for itself or, in the case of the event described in sub-Clause 13.3.3 above, on behalf of
any prospective new Lender) in order for the Lender or, in the case of the event described in sub-Clause 13.3.3 above, any prospective
new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 


		14.	GENERAL UNDERTAKINGS



 


The undertakings in this Clause
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


		14.1	Authorisations



 


The Borrower shall promptly
obtain, comply with and do all that is necessary to maintain in full force and effect and supply certified copies to the Lenders
of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable the Borrower to perform
its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in
its jurisdiction of incorporation of any Finance Document.


 


		14.2	Compliance with laws



 


The Borrower shall comply in
all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its
obligations under the Finance Documents.


 


		14.3	Taxation



 


The Borrower shall duly and
punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties
(except to the extent that (a) such payment is being contested in good faith, (b) adequate reserves are being maintained for those
Taxes and (c) such payment can be lawfully withheld).


 


		14.4	Loans and Guarantees 



 


The Borrower shall not make
any loans, grant any credit or give any guarantee or indemnity (except as required under any of the Finance Documents) to or for
the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation
of any person.


 


		14.5	Constitution



 


The Borrower shall ensure that
no amendment or supplement is made to its memorandum or articles of association which would have a Material Adverse Effect on the
ability of the Borrower to perform its obligations under the Finance Documents.


 




    	 	22	 



     


    

 


		14.6	Pari Passu



 


The Borrower shall ensure that
its obligations under the Finance Documents shall at all times rank at least pari passu with all other unsecured and unsubordinated
obligations of the Borrower, other than obligations mandatorily preferred by law.


 


		14.7	Use



 


The Borrower shall use the Facility
exclusively for the purposes specified in Clause 3.1 (Purpose).


 


		14.8	Payments



 


All
payments using the proceeds of the Facility to be made by the Borrower, and/or its Parent, shall be made only with the Lenders’
prior consent. The Lenders hereby consent to the use of the initial Loan made pursuant to Clause 3.1.1(b) for
the payment of the items set forth on Exhibit C to this Agreement.


 


		14.9	Merge or Consolidate 



 


The Borrower
shall:


 


		14.9.1	not, and shall procure that its Parent
shall not, directly or indirectly, merge or consolidate with any other entity, in one or more related transactions, without
the Lenders’ consent; and



 


		14.9.2	procure the Lenders’ nominated representative(s) is invited to attend all meetings and discussions
with any third party(ies) interested in merging or consolidating with the Borrower or its Parent.



 


		14.10	Issue of Shares



 


The Borrower
shall not:


 


		14.10.1	issue any share, convertible debenture or preference share (or any other similar instrument, howsoever
described) to any person;



 


		14.10.2	alter its share capital;



 


		14.10.3	grant to any person, any conditional or unconditional option, warrant or other right to call for
the issue or allotment of, subscribe for, exchange into, purchase or otherwise acquire any of its shares (including any option
or right of pre-emption, conversion or exchange); or



 


		14.10.4	alter any right attaching to any of its share capital.



 


		14.11	Purchase or Redeem Shares



 


The Borrower shall not purchase
or redeem any of its issued shares or reduce its share capital or make a distribution of assets or other capital distribution to
its shareholders or make a repayment in respect of any loans or other indebtedness owing to any of its shareholders.


 




    	 	23	 



     


    

 


		14.12	Dividends



 


The Borrower shall not declare
or pay any dividend or make any income distribution to its shareholders or pay any management, advisory or other fee to the order
of any of its shareholders.


 


		14.13	Disposal of Assets and Debt liabilities



 


The Borrower shall:


 


		14.13.1	not, and shall procure that its Parent
shall not, sell, transfer or otherwise assign or dispose of (whether by a single transaction or a series of transactions whether
related or not and whether at one time or over a period of time, voluntary or involuntary) all or substantially all of its
assets and/or debt liabilities to another entity without the Lenders’ consent; and



 


		14.13.2	procure the Lenders’ nominated representative(s)
is invited to attend all meetings and discussions with any third party(ies) interested in acquiring all or substantially
all of its assets and/or debt liabilities the Borrower or its Parent.



 


		14.14	Incur Financial Indebtedness



 


The Borrower
shall not incur Financial Indebtedness other than arising out of the Finance Documents and the Permitted Debt.


 


		14.15	Negative Pledge



 


The Borrower shall not create
or attempt or agree to create or permit to arise or exist any Security over all or any part of its property, assets or revenues
except the Permitted Liens.


 


		14.16	Transactions similar to security



 


The Borrower
shall not:


 


		14.16.1	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
to or re-acquired by the Borrower;



 


		14.16.2	sell, transfer or otherwise dispose of any of its receivables on recourse terms;



 


		14.16.3	enter into any arrangement under which money or the benefit of a bank or other account may be applied,
set-off or made subject to a combination of accounts; or



 


		14.16.4	enter into any other preferential arrangement having a similar effect,



 


in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		14.17	Change of business



 


The Borrower
shall procure that no substantial change is made to the general nature of the business of the Borrower from that carried on at
the date of this Agreement.


 




    	 	24	 



     


    

 


		14.18	Insurance



 


Except as set forth on Exhibit
B, the Borrower shall maintain insurance on and in relation to its business and assets with reputable underwriters or insurance
companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.


 


		14.19	Arm's length terms



 


The Borrower shall not enter
into any contract or arrangement other than in the ordinary course of business, for full market value and on arm's length terms.


 


		15.	EVENTS OF DEFAULT



 


		15.1	Events of Default



 


Each of the events or circumstances
set out in this Clause 15.1 is an Event of Default.


 


		15.1.1	Non-payment



 


The Borrower does not pay on
the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to
be payable.


 


		15.1.2	Other obligations



 


The Borrower does not comply
with any provision of the Finance Documents (other than those referred to in Clause 15.1.1 (Non-payment)) provided that
no Event of Default under this Clause will occur if the failure to comply is capable of remedy and is remedied within ten Business
Days of the Lenders giving notice to the Borrower of such failure to comply or, if earlier, the Borrower becoming aware of such
failure to comply.


 


		15.1.3	Misrepresentation



 


Any representation or statement
made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on its behalf under or
in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or
deemed to be made.


 


		15.1.4	Cross Default



 


		(a)	Any Financial Indebtedness of the Borrower is not paid when due (subject to applicable grace periods).



 


		(b)	Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable
prior to its specified maturity as a result of an event of default (however described).



 




    	 	25	 



     


    

 


		(c)	Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor
of the Borrower as a result of an event of default (however described).



 


		(d)	Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower
due and payable prior to its specified maturity as a result of an event of default (however described).



 


		15.1.5	Insolvency



 


At any time after the date
of this Agreement, a moratorium is declared in respect of any indebtedness
of the Borrower.


 


		15.1.6	Insolvency proceedings



 


At any time after the date
of this Agreement any corporate action, legal proceedings or other procedure
or step is taken in relation to:


 


		(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;



 


		(b)	a composition, compromise, assignment or arrangement with the Borrower;



 


		(c)	the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager
or other similar officer in respect of any of its assets; or



 


		(d)	enforcement of any Security over any assets of the Borrower.



 


		15.1.7	Creditors' process



 


Except as set forth on Exhibit
A, any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower.


 


		15.1.8	Analogous proceedings



 


There occurs any event anywhere
which, in the opinion of the Lenders, appears to correspond with any of those mentioned in Clauses 15.1.5 to 15.1.7 (inclusive).


 


		15.1.9	Unlawfulness



 


		(a)	It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance
Documents.



 


		(b)	Any Finance Document ceases to be in full force and effect or ceases to be legal, valid, binding,
enforceable or effective or is alleged by a party to it to be ineffective.



 




    	 	26	 



     


    

 


		15.1.10	Repudiation



 


The Borrower repudiates a Finance
Document to which it is party or evidences an intention to repudiate such a document.


 


		15.1.11	Governmental Intervention 



 


By or under the authority of
any government:


 


		(a)	any person is appointed to the management board or the board of directors of the Borrower;



 


		(b)	any member of the management board or the board of directors or the general director of the Borrower
is wholly or partially displaced or the authority of that member in the conduct of a material portion of its business is curtailed;



 


		(c)	any shares of the Borrower or any of the
revenues or assets of the Borrower are seized, nationalised, expropriated or compulsorily acquired and such action is not
reversed within a period of 60 days; or



 


		(d)	the Borrower is otherwise deprived or prevented from exercising ownership or control of its business,
assets or rights.



 


		15.1.12	Cessation of Business



 


The Borrower suspends or ceases
to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.


 


		15.1.13	Change in laws



 


There is any change in the
laws, directives, decisions, rules or regulations of the jurisdiction of the Borrower which would be likely to be prejudicial to
the ability of the Borrower to meet its financial obligations under the Finance Documents.


 


15.1.14Change
in conditions


 


A change in national, international,
financial, political, economic or market conditions which would make it impossible or materially impractical to make the Loan or
any other payment hereunder.


 


		15.1.15	Foreign exchange restrictions



 


Any foreign exchange law is
enacted or threatened to be enacted within Bermuda after the date of this Agreement which has or may reasonably be expected to
have the effect of prohibiting, restricting or delaying any payment the Borrower is required to make under the Finance Documents.


 


		15.1.16	Moratorium



 


A moratorium is established
on the payment of interest or repayment of principal on international debts of the borrowers of Bermuda generally or a class thereof
into which the Borrower falls.


 




    	 	27	 



     


    

 


		15.1.17	Project



 


The Project is abandoned in
whole or in part, (ii) the Production Sharing Contract is terminated, revoked or otherwise ceases to be in full force and
effect or (iii) an Event of Loss occurs with respect to any of the assets of the Borrower or its Parent or any of their Affiliates.


 


		15.1.18	Material Adverse Change



 


Any event or circumstance occurs
which has or is reasonably likely to have a Material Adverse Effect.


 


		15.2	Acceleration



 


On and at any time after the
occurrence of an Event of Default the Majority Lenders may, by notice to the Borrower:


 


		15.2.1	cancel the Total Commitments whereupon they shall immediately be cancelled;



 


		15.2.2	declare that all or part of the Loan and all other amounts accrued or outstanding under the Finance
Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or



 


		15.2.3	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become
payable on demand by the Lenders.



 


		16.	CHANGES TO THE LENDERS



 


		16.1	Assignments by the Lenders



 


A Lender may assign any of its
rights or transfer by novation any of its rights and obligations under any Finance Document to any person (the "New Lender").


 


		16.2	Limitation of responsibility of the Lenders



 


		16.2.1	Unless expressly agreed to the contrary, a Lender makes no representation or warranty and assumes
no responsibility to a New Lender for:



 


		(a)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any
other documents;



 


		(b)	the financial condition of the Borrower;



 


		(c)	the performance and observance by the Borrower of its obligations under the Finance Documents or
any other documents; or



 


		(d)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance
Document or any other document,



 


and any representations or
warranties implied by law are excluded.


 


		16.2.2	Each New Lender confirms to each Lender that it:



 




    	 	28	 



     


    

 


		(a)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of the Borrower and its related entities in connection with this Agreement and has not relied exclusively
on any information provided to it by the Lenders in connection with any Finance Document; and



 


		(b)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and
its related entities whilst any amount is or may be outstanding under the Finance Documents or any commitment is in force.



 


		16.2.3	Nothing in any Finance Document obliges a Lender to:



 


		(a)	accept a re-assignment from a New Lender of any of the rights assigned under this Clause 16; or



 


		(b)	support any losses directly or indirectly incurred by a New Lender by reason of the non-performance
by the Borrower of its obligations under the Finance Documents or otherwise.



 


		16.3	Disclosure of information



 


		16.3.1	Each Lender may disclose to any of its Affiliates and any other person:



 


		(a)	to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer ) all
or any of its rights under this Agreement;



 


		(b)	with (or through) whom the Lender enters into (or may potentially enter into) any sub-participation
in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; or



 


		(c)	to whom, and to the extent that, information is required to be disclosed by any applicable law
or regulation,



 


any information about the Borrower
and the Finance Documents as that Lender shall consider appropriate provided that any such disclosure will not violate any applicable
laws or confidentiality obligations.


 


		16.4	Procedure for transfer



 


		16.4.1	A transfer is effected in accordance with sub-clause 16.4.3 below when the transferring Lender
and the New Lender each executes an otherwise duly completed Transfer Certificate.



 


		16.4.2	The transferring Lender shall only be obliged to execute a Transfer Certificate once it is satisfied
that all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation
to the transfer to such New Lender have been complied with.



 


		16.4.3	On the Transfer Date:



 




    	 	29	 



     


    

 


		(a)	to the extent that in the Transfer Certificate the transferring Lender seeks to transfer by novation
its rights and obligations under the Finance Documents the Borrower and the transferring Lender shall be released from further
obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents
shall be cancelled (being the "Discharged Rights and Obligations");



 


		(b)	the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights
against one another under the Facility Documents which differ from the Discharged Rights and Obligations only insofar as the Borrower
and the New Lender have assumed and/or acquired the same in place of the Borrower and the transferring Lender; and



 


		(c)	the New Lender shall become a Party as a "Lender".



 


		16.4.4	Copy of Transfer Certificate to Borrower and Lenders



 


The New Lender shall, as soon
as reasonably practicable after it and the transferring Lender have executed a Transfer Certificate, send to the Borrower and Lenders
a copy of that Transfer Certificate.


 


		17.	CHANGES TO THE BORROWER



 


The Borrower may not assign
any of its rights or transfer any of its rights and obligations under the Finance Documents.


 


		18.	CONDUCT OF BUSINESS BY THE LENDERS



 


No provision of this Agreement
will:


 


		18.1.1	interfere with the right of each Lender to arrange its affairs (tax or otherwise) in whatever manner
it thinks fit;



 


		18.1.2	oblige a Lender to investigate or claim any credit, relief, remission or repayment available to
it or the extent, order and manner of any claim; or



 


		18.1.3	oblige the Lenders to disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax.



 


		19.	PAYMENT MECHANICS



 


		19.1	Payments to the Lenders



 


On each date
on which the Borrower is required to make a payment under a Finance Document, the Borrower shall make the same available to the
Lenders (unless a contrary indication appears in a Finance Document) for value on the due date at the time specified by the Lenders
in US dollars.


 




    	 	30	 



     


    

 


		19.2	Payments to the Borrower and Authority to the Lenders



 


On each date
on which this Agreement requires an amount to be paid by the Lenders, the Lenders shall make the same available to the Borrower
in US dollars and in such amounts and to such account with such bank as the Borrower shall specify from time to time for the purpose
set out in Clause 3.1 (Purpose).


 


		19.3	Distributions to the Borrower



 


The Lenders may apply any amount
received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due
from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.


 


		19.4	Partial payments



 


		19.4.1	If the Lenders receive a payment that is insufficient to discharge all the amounts then due and
payable by the Borrower under the Finance Documents, the Lenders shall apply that payment towards the obligations of the Borrower
under the Finance Documents in the following order:



 


		(a)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Lenders under
the Finance Documents;



 


		(b)	secondly, in or towards payment pro rata of any uncapitalised accrued interest due but unpaid under
this Agreement;



 


		(c)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and



 


		(d)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



 


		19.4.2	The Lenders may vary the order set out in paragraphs (b) to (d) of sub-Clause 20.4.1 above.



 


		19.4.3	Sub-Clauses 19.4.1 and 19.4.2 above will override any appropriation made by the Borrower.



 


		19.5	Business Days



 


Any payment which is due to
be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one)
or the preceding Business Day (if there is not) and interest shall be adjusted accordingly.


 


		19.6	Currency of account



 


		19.6.1	Upon Utilisation and subject to sub-Clauses 19.6.2 and 19.6.3 below dollars is the currency of
account and payment for any sum from the Borrower under any Finance Document.



 




    	 	31	 



     


    

 


		19.6.2	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		19.6.3	Any amount expressed to be payable in a currency other than dollars shall be paid in that other
currency.



 


		19.7	Change of currency



 


If a change
in any currency of a country occurs, this Agreement will, to the extent the Lenders (acting reasonably and after consultation with
the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice and otherwise
to reflect the change in currency.


 


		20.	SET-OFF



 


The Lenders may set off any
matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by the Lenders) against
any matured obligation owed by the Lenders to the Borrower, regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Lenders may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off. All payments to be made by the Borrower under the Finance Documents
shall be calculated and be made without (and free and clear of any deduction for) set off or counterclaim.


 


		21.	NOTICES



 


		21.1	Communications in writing



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or
letter.


 


		21.2	Addresses



 


The address and fax number (and
the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with the Finance Documents is:


 


21.2.1in
the case of the Borrower:


 


c/o Far East
Energy Corporation


 


Address:
333 N. Sam Houston Parkway E, Suite 230, Houston, Texas 77060


Fax: (832) 598-0479


Attention: Chief Financial
Officer


 


		21.2.2	in the case of each Original Lenders:



 


c/o Ashmore Investment Management
Limited and Ashmore Investment Advisors Limited


Address: 61 Aldwych, London
WC2B 4AE


Fax: +44(0) 20 3077 6001


Attention: Head of Funds Administration
(in respect of Operational Matters) and Head of Legal (in respect of Legal Matters),


 




    	 	32	 



     


    

 


or any substitute address, fax
number or department or officer a Party may notify to the other Parties by not less than five Business Days' notice.


 


		21.3	Delivery



 


		21.3.1	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 


		(a)	if by way of fax, when received in legible form; or



 


		(b)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address,



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 21.2 (Addresses), if addressed to that department
or officer.


 


		21.3.2	Any communication or document to be made or delivered to the Lenders will be effective only when
actually received by the Lenders and then only if it is expressly marked for the attention of the department or officer identified
with the Lenders' signature below (or any substitute department or officer as the Lenders shall specify for this purpose).



 


		21.4	English language



 


		21.4.1	Any notice given under or in connection with any Finance Document must be in English.



 


		21.4.2	All other documents provided under or in connection with any Finance Document must be:



 


		(a)	in English; or



 


		(b)	if not in English, and if so required by the Lenders, accompanied by a certified English translation
and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.



 


		22.	CALCULATIONS AND CERTIFICATES



 


		22.1	Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lenders
are prima facie evidence of the matters to which they relate.


 




    	 	33	 



     


    

 


		22.2	Certificates and Determinations



 


Any certification or determination
by the Lenders of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the
matters to which it relates.


 


		23.	PARTIAL INVALIDITY



 


If, at any time, any provision
of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		24.	REMEDIES AND WAIVERS



 


No failure to exercise, nor
any delay in exercising, on the part of the Lenders, any right or remedy under the Finance Documents shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other
right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.


 


		25.	AMENDMENTS AND WAIVERS



 


		25.1	Required consents



 


		25.1.1	Subject to Clause 25.2 (Exceptions) any term of the Finance Documents may be amended only
with the consent of the Majority Lenders and the Borrower any such amendment or waiver will be binding on all Parties.



 


		25.1.2	Subject to Clause 25.2 (Exceptions) any term of the Finance Documents may be waived only
with the consent of the Majority Lenders and any such waiver will be binding on all Parties.



 


		25.2	Exceptions



 


		25.2.1	An amendment or waiver that has the effect of changing or which relates to:



 


		(a)	the definition of "Majority Lenders";



 


		(b)	an extension to the date of payment of any amount under the Finance Documents;



 


		(c)	an increase in or an extension of any Commitment;



 


		(d)	a reduction in the amount of any payment of principal, interest or fees payable under any Finance
Document;



 


		(e)	a change to the Borrower;



 


		(f)	any provision which expressly requires the consent of all the Lenders; or



 


		(g)	Clause 2.1.2 (The Facility), Clause 16 (Changes to the Lenders) or this Clause;



 




    	 	34	 



     


    

 


shall not be made
without the prior consent of all the Lenders.


 


		26.	COUNTERPARTS



 


Each Finance Document 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 the Finance Document.


 


		27.	GOVERNING LAW



 


		27.1	Governing Law



 


This
Agreement, and any non-contractual obligations arising out of or in relation thereto,
shall be governed by and construed in accordance with the laws of England. 


 


		27.2	Waiver of Immunity



 


The Borrower waives generally
all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of:


 


27.2.1the
giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and/or


 


		27.2.2	the issue of any process against its assets or revenues for the enforcement of a judgment or, in
an action in rem, for the arrest, detention or sale of any of its assets and revenues.



 


		27.3	Service of process



 


		27.3.1	The Borrower will irrevocably appoint an agent for the receipt of Service Documents within five
(5) Business Days of the date of this Agreement. It agrees that any Service Document may be effectively served on it in connection
with Proceedings in England and Wales by service on its agent effected in any manner permitted by the rules of Civil Procedure
of England and Wales.



 


		27.3.2	If the agent at any time ceases for any reason to act as such the Borrower shall appoint a replacement
agent having an address for service in England and Wales and shall notify the Ashmore Funds of the name and address of the replacement
agent. Failing such appointment and notification, the Ashmore Funds shall be entitled by notice to the Borrower to appoint a replacement
agent to act on behalf of the Borrower. The provisions of this paragraph applying to service on an agent apply equally to service
on a replacement agent.



 


		27.3.3	A copy of any Service Document served on an agent shall be sent by post to the Borrower. Failure
or delay in so doing shall not prejudice the effectiveness of service of the Service Document.



 


		27.3.4	"Service Document" means a claim form, application notice, order, judgment or
other document relating to any suit, action or proceedings relating to this Agreement.



 




    	 	35	 



     


    

 


		28.	Jurisdiction in Court proceedings



 


The courts of England have exclusive
jurisdiction in court proceedings to settle any dispute with respect to this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement and legal action, proceedings or disputes relating to any non-contractual obligations
arising out of or in connection with this Agreement) (a "Dispute"). The Parties agree that the courts of England
are the most appropriate and convenient courts to hold proceedings to settle Disputes between them and, accordingly, that they
will not argue to the contrary. This Clause is for the benefit of the Lenders only and the Borrower agrees that the Lenders shall
not be prevented from taking court proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, the Lenders may take concurrent proceedings in any number of jurisdictions.


 


		29.	LENDERS' PRO RATA SHARING



 


For the avoidance of doubt,
and notwithstanding anything to the contrary contained herein, the parties agree that each Lender shall advance amounts under the
Loan or receive amounts in repayment of the Loan pro rata to their respective Commitments as at the date hereof. If any Lender
receives or recovers any amount from the Borrower in excess of the amount such Lender should have received in accordance with the
terms of this Agreement, such Lender shall immediately distribute such amount between the other Lenders so that each Lender has
received its pro rata entitlement.


 


		30.	EXECUTION OF THIS AGREEMENT BY THE ORIGINAL LENDERS



 


		30.1	Each Party acknowledges that: (i) Northern Trust (Guernsey) Limited is executing this Agreement
solely in its capacity as custodian/depositary for each of: (a) Ashmore Emerging Markets Corporate High Yield Fund Limited, (b)
Ashmore Emerging Markets Distressed Debt Fund Limited, (c) Ashmore Emerging Markets High Yield Plus Fund Limited, (d) Ashmore Emerging
Markets Tri Asset Fund Limited, (e) Ashmore Growing Multi Strategy Fund Limited and (f) Asset Holder PCC Limited in respect of
Ashmore Emerging Markets Liquid Investment Portfolio, and not in any personal capacity and not in any personal capacity; (ii) Northern
Trust Company, London Branch is executing this Agreement solely in its capacity as custodian for Ashmore Emerging Markets Debt
Fund, and not in any personal capacity; (iii) Ashmore Investment Management Limited is executing this Agreement solely in its capacity
as agent for each of: (a) Aria Co Pty Ltd as trustee of the ARIA Alternative Assets Trust, and (b) BT Pension Scheme Trustees Limited
as trustee of the BT Pension Scheme, and not in any personal capacity; and (iv) Ashmore Investment Advisors Limited is executing
this Agreement solely in its capacity as agent for each of: (a) Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore
Emerging Markets Corporate Debt Fund, and (b) Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets
Total Return Fund, and not in any personal capacity.



 


		30.2	Neither Northern Trust (Guernsey) Limited, Northern Trust Company, London Branch, Ashmore Investment
Management Limited nor Ashmore Investment Advisors Limited makes any representations, warranties or undertakings of any kind in
any personal capacity to any Party pursuant to this Agreement and each Party hereby agrees that it shall have no right of recourse
to Northern Trust (Guernsey) Limited, Northern Trust Company, London Branch Ashmore Investment Management Limited or Ashmore Investment
Advisors Limited in any way whatsoever.



 




    	 	36	 



     


    

 


This
Agreement has been entered into on the date stated at the beginning of this Agreement.


 




    	 	37	 



     


    

 


SIGNATURES


 


	THE BORROWER	 
	 	 
	FAR EAST ENERGY (BERMUDA), LTD.	 
	 	 	 
	By:	/s/ Michael R. McElwrath	 
	 	 	 
	Name:	Michel R. McElwrath	 
	 	 	 
	Title:	Chairman	 


 


THE ORIGINAL LENDERS


 


Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASHMORE EMERGING MARKETS CORPORATE HIGH YIELD FUND LIMITED


 


	By:	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 


Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASHMORE EMERGING MARKETS DISTRESSED DEBT FUND LIMITED


 


	By:	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 


Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE EMERGING MARKETS HIGH YIELD PLUS FUND LIMITED 


 


	By:	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 


Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE EMERGING MARKETS TRI ASSET FUND LIMITED


 


	By:  	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 


Northern Trust (Guernsey) Limited as
custodian and agent for and on behalf of ASHMORE GROWING MULTI STRATEGY FUND LIMITED


 


	By:	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 




    	 	38	 



     


    

 


Northern Trust (Guernsey) Limited as
depositary and agent for and on behalf of ASSET HOLDER PCC LIMITED re ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO


 


	By:	/s/ Claire Field	 	/s/ Scott De La Mare
	 	Claire Field	 	Scott De La Mare
	 	Authorized Signatory	 	Authorized Signatory


 


The Northern Trust Company, London Branch
as custodian and agent for and on behalf of ASHMORE EMERGING MARKETS DEBT FUND


 


	By:  	/s/ Trevor Amos	 
	 	Trevor Amos	 
	 	Authorized Signatory	 


 


Ashmore Investment Management Limited
as agent for and on behalf of ARIA CO PTY LTD as Trustee for ARIA ALTERNATIVE ASSETS TRUST


 


	By:  	/s/ John Gregory	 
	 	John Gregory	 
	 	Authorized Signatory	 


 


Ashmore Investment Management Limited
as agent for and on behalf of BT PENSION SCHEME TRUSTEES LIMITED AS TRUSTEE OF THE BT PENSION SCHEME


 


	By:  	/s/ John Gregory	 
	 	John Gregory	 
	 	Authorized Signatory	 


 


Ashmore Investment Advisors Limited
as agent for and on behalf of ASHMORE FUNDS, a Massachusetts Business Trust, ON BEHALF OF ASHMORE EMERGING MARKETS CORPORATE DEBT
FUND


 


	By:  	/s/ Garry Beaton	 
	 	Gary Beaton	 
	 	Authorized Signatory	 


 


Ashmore Investment Advisors Limited
as agent for and on behalf of ASHMORE FUNDS, a Massachusetts Business Trust, on behalf of ASHMORE EMERGING MARKETS TOTAL RETURN
FUND


 


	By:  	/s/ Garry Beaton	 
	 	Gary Beaton	 
	 	Authorized Signatory	 


 




    	 	39	 



     


    

 


SCHEDULE
1The Original Lenders


 


	Lender	 	Commitment (US$)	 
	Ashmore Emerging Markets Corporate High Yield Fund Limited	 	 	4,743,082	 
	Ashmore Emerging Markets Distressed Debt Fund Limited	 	 	454,373	 
	Ashmore Emerging Markets High Yield Plus Fund Limited	 	 	1,116,059	 
	Ashmore Emerging Markets Tri Asset Fund Limited	 	 	3,029,304	 
	Ashmore Growing Multi Strategy Fund Limited	 	 	159,434	 
	Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio	 	 	3,985,936	 
	Ashmore Emerging Markets Debt Fund	 	 	1,665,486	 
	Aria Co Pty Ltd as trustee of the ARIA Alternative Assets Trust	 	 	358,730	 
	BT Pension Scheme Trustees Limited as trustee of the BT Pension Scheme	 	 	186,870	 
	Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund	 	 	69,658	 
	Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund	 	 	494,672	 
	TOTAL	 	 	16,263,604	 



 




    	 	40	 



     


    

 


SCHEDULE
2

Conditions Precedent


 


Conditions precedent to Utilisation


 


		1.	Borrower's Corporate Documents



 


		(a)	A certified copy of the constitutional documents of the Borrower, to the extent they have been
amended since the date of the June Loan Agreement.



 


		(b)	A certified copy of a resolution of the board of directors of the Borrower:



 


		(i)	approving the terms of, and the transactions contemplated by, this Agreement and resolving that
it execute this Agreement;



 


		(ii)	authorising a specified person or persons to execute this Agreement on its behalf; and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with
this Agreement.



 


		(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph
(b) above.



 


		(d)	A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments
would not cause any borrowing limit binding on the Borrower to be exceeded.



 


		(e)	A certificate of an authorised signatory of the Borrower certifying that each copy document relating
to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this
Agreement.



 


		2.	Other documents and evidence



 


		2.1	Executed, original, copy of this Agreement.



 


		2.2	Evidence that the maturity date of the
facility agreement dated November 28, 2011 between the Borrower, its Parent and Standard Chartered Bank, as amended from
time to time, has been extended to October 8th, 2015.



 


		2.3	A copy of any other Authorisation or other document or assurance which the Lenders consider to
be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the
transactions contemplated by this Agreement or for the validity and enforceability of this Agreement.





    	 	41	 



     


    

 


SCHEDULE
3

Requests


 


	From:	Far East Energy (Bermuda), Ltd.,
	 	 
	To:	The Lenders (as defined in the Agreement)
	 	 
	Dated:	[·]


 


Dear Sir/Madam


 


Far East Energy (Bermuda), Ltd.,-
Facility Agreement


 


dated __ September 2015 (the "Agreement")


 


		1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2.	We wish to borrow a Loan on the following terms:



 


	Utilisation Date:	[·] (or, if that is not a Business Day, the next Business Day)
	 	 
	Currency of Loan:	Dollars
	 	 
	Amount:	[·]


 


		3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



 


		4.	The proceeds of this Loan should be credited
to: [·]



 


		5.	This Utilisation Request is irrevocable.



 


	 	Yours faithfully
	 	 
	 	 
	 	authorised signatory for
	 	Far East Energy (Bermuda), Ltd.,


 




    	 	42	 



     


    

 


SCHEDULE
4

Form of Transfer Certificate


 


		To:	[The Lenders and the Borrower]



 


		From:	[The Transferring Lender] (the "Transferring
Lender") and [The New Lender] (the "New Lender")



 


Dated:


 


Far East Energy (Bermuda), Ltd.,-
Facility Agreement


 


dated __ September 2015 (the "Agreement")


 


		1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2.	We refer to Clause 16.4 (Procedure for transfer):



 


		(a)	The Transferring Lender and the New Lender agree to the Transferring Lender transferring to the
New Lender by novation all or part of the Transferring Lender's Commitment, rights and obligations referred to in the Schedule
in accordance with Clause 16.4 (Procedure for transfer).



 


		(b)	The proposed Transfer Date is [ ].



 


		(c)	The address, fax number and attention details for notices of the New Lender for the purposes of
Clause 21.2 (Addresses) are set out in the Schedule.



 


		3.	The New Lender expressly acknowledges the limitations on the Transferring Lender's obligations
set out in Clause 16.2 (Limitation of responsibility of the Lenders).



 


		4.	This Transfer Certificate shall be deemed to be in fully effective upon execution by each of the
Transferring Lender and the New Lender and the payment of all sums required to be paid by the New Lender to the Transferring Lender
in respect of the transfer effected by this Transfer Certificate.



 


		5.	This Transfer Certificate 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 Transfer Certificate.



 


		6.	This Transfer Certificate is governed by English law.



 




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THE SCHEDULE


 


Commitment/rights and obligations to
be transferred


 


[insert relevant details]


 


[address, fax number and attention details
for notices and account details for payments,]


 


	[Existing Lender]	 	[New Lender]
	 	 	 
	By:	 	By:
	 	 	 
	The Transfer Date is confirmed as [        ].	 	 


 




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