EXHIBIT 10.1


 


AMENDMENT AGREEMENT


 


by and among


 


The Ashmore Funds named herein


 


as LENDERS


 


Far East Energy (Bermuda),
Ltd.


 


as BORROWER


 


Far East Energy Corporation


 


as GUARANTOR


 


Dated 05 October 2015


 




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THIS AMENDMENT AGREEMENT
(this “Agreement”) is dated 05 October 2015 and made among:


 


		(1)	Far East Energy (Bermuda), Ltd. (the "Borrower")



 


		(2)	Far East Energy Corporation (the "Guarantor"); and



 


		(3)	The Ashmore Funds named herein (the “Lenders”)



 


PREAMBLE


 


		(A)	A facility agreement was originally made and dated 28 November 2011 between the Guarantor, the
Borrower and Standard Chartered Bank (“SCB”) and the rights and obligations of SCB under such under facility
agreement, as amended, were transferred to the Lenders on 29 September 2015 (the "Original Facility Agreement").



 


		(B)	Pursuant to recent discussions, the Lenders, the Borrower and the Guarantor wish to extend the
repayment date set out in the Original Facility Agreement.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		(a)	Unless a contrary indication appears, a term defined in the Original Facility Agreement has the
same meaning in this Agreement



 


		(b)	The principles of construction set out in the Original Facility Agreement shall have effect as
if set out in this Agreement.



 


		2.	AMENDMENTS



 


Effective on and from the date
the conditions set out in Clause 4 below are satisfied,


 


		(a)	the existing definition of “Termination Date” in the Original Facility
Agreement shall be deleted in its entirety and replaced with the following:



 


“"Termination
Date" means 29 March 2016.


 


		(b)	clause 7.5 of the Facility Agreement shall be deleted in its entirety.



 


		3.	DEFERRAL OF INTEREST PAYMENT AND ADDITIONAL PAYMENT



 


Effective
on and from the date the conditions set out in Clause 4 below are satisfied, the due date for payment of the accrued interest
on each Loan and the Additional Payment (as defined in the thirteenth extension agreement dated September 10, 2015) shall be extended
to the new Termination Date mentioned in Clause 2.


 


		4.	Conditions



 


It shall be a condition precedent
to the effectiveness of the amendments and deferral of interest set out in Clauses 2 and 3 above that the Lenders have received
all of the following documents in form and substance satisfactory to the Lenders:


 


		(a)	a certified copy of the constitutional documents of each Obligor;



 




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		(b)	a certified copy of a resolution of the board of directors of each Obligor:



 


		(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;



 


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



 


		(iv)	in the case of the Guarantor, resolving that it is the best interests of the relevant guarantor
to enter into the transactions contemplated by 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 an authorised signatory of the relevant Obligor certifying that each copy document
relating to it specified in this Clause 4 is correct, complete and in full force and effect as at a date no earlier than the date
of this Agreement; and



 


		(e)	an executed, original, copy of this Agreement.



 


		5.	CONFIRMATION



 


		5.1	The Guarantor hereby acknowledges that it has read this Agreement
and consents to its terms, and hereby confirms and agrees that, notwithstanding the effectiveness of this Agreement, its guarantee
of the Borrower’s obligations under the Finance Documents (the “Guaranteed Obligations”)
shall not be impaired or affected and such guarantee is, and shall continue to be, in full force and effect and is hereby confirmed
and ratified in all respects.



 


		5.2	The Obligors acknowledge and agree that (i) all liens evidenced
by the Facility Agreement and the Security Documents are hereby ratified, confirmed and continued, (ii) the extension of maturity
of the Loans pursuant to this Agreement and the execution of this Agreement shall not constitute a re-grant of any existing Security
granted in connection with the Facility Agreement (“Existing Security”), (iii)
the Existing Security shall remain in full force and effect after giving effect to this Agreement, and (iv) the Existing Security
extends to the Guaranteed Obligations as amended pursuant to this Agreement.



 


		6.	Governing Law



 


This
Agreement is, and all non-contractual obligations arising from or connected with it are, governed by and construed in accordance
with the laws of the State of New York. The Parties to this Agreement hereby submit to the exclusive jurisdiction of the
courts of the State of New York for purpose of any dispute, claim, action or settlement arising hereunder.


 




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		7.	MISCELLANEOUS



 


		7.1	Counterparts



 


This Agreement
may be entered into and executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


 


		7.2	Acknowledgement



 


By executing this Agreement,
each party hereto acknowledges and accepts the amendment of the Original Facility Agreement to be effected pursuant to this Agreement.


 




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IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed in their respective names as of the date first above written.


 


BORROWER:


 


FAR EAST ENERGY (BERMUDA),
LTD.


 


	By:	/s/ Michael R. McElwrath	 
	Name:	Michael R. McElwrath	 
	Title:	Chairman	 


 


GUARANTOR:


 


FAR EAST ENERGY CORPORATION


 


	By:	/s/ Michael R. McElwrath	 
	Name:	Michael R. McElwrath	 
	Title:	CEO and President	 


 


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/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	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/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	Authorized Signatory	 	
        Authorized Signatory 



 






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


 


	By:	/s/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	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/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	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/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	Authorized Signatory	 	
        Authorized Signatory 



 


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/ Tom Humphries	 	/s/ Lucy Mahy
	 	Tom Humphries	 	Lucy Mahy
	 	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/ Garry Beaton	 
	 	
        Garry Beaton 
	 
	 	
        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/ Garry Beaton	 
	 	
        Garry Beaton 
	 
	 	
        Authorized Signatory 
	 


 






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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/ Paul Robinson	 
	 	Paul Robinson	 
	 	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/ Paul Robinson	 
	 	Paul Robinson	 
	 	Authorized Signatory	 





 








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