f10q1208ex10i_sinoenergy.htm


     

    
      SINOENERGY
CORPORATION

      1603-1604,
Tower B Fortune Centre Ao City

      Bieyuan
Road, Chaoyang District

      Beijing,
P.R. China  100107

      


      February
23, 2009

      


      Abax
Lotus Ltd.

      c/o/ Abax
Global Capital (Hong Kong) Limited

      Suite
6708, 67/F Two International Finance Centre

      8 Finance
Street

      Central,
Hong Kong SAR

      


      CCIF
Petrol Limited

      Kingston
Chambers, PO Box 173

      Road
Town, Tortola

      British
Virgin Islands

      


      Re:  Amendment and
Waiver

      


      Ladies
and Gentlemen:

      


      Reference
is made to the indentures, both dated September 28, 2007, by and among
Sinoenergy Corporation, a Nevada corporation (the “Company”), Sinoenergy
Holding Limited, a British Virgin Islands corporation, DB Trustees (Hong Kong)
Limited, as trustee and Deutsche Bank AG, Hong Kong Branch relating to the
Company’s 12% Guaranteed Senior Notes due 2012 in the aggregate principal amount
of $16,000,000 (the “Fixed Rate
Indenture”) and its 3.0% Guaranteed Senior Convertible Notes due 2012 in
the aggregate principal amount of $14,000,000 (the “Convertible Debt
Indenture,” and, together with the Fixed Rate Indenture, the “Indentures”).  The
notes issuable pursuant to the Indentures are collectively referred to as the
“Notes.”

      


      Abax
Lotus Ltd. And CCIF Petrol Limited (the Noteholders” and
each, a Noteholder”) hereby
agree as follows:

      


      1. The
Noteholders are the only holders of the Notes, and each of the Noteholders
severally represents and warrants as of the date hereof that:

      


      
        	
                (a)  

              	
                Such
      Noteholder has not transferred the Notes at any third party;
      and

              


      

      


      
        	
                (b)  

              	
                This
      waiver does not violate any agreement relating to the Notes in which the
      Noteholder are a party.

              


      

      


      
        	
                2.  

              	
                All
      terms defined in either or both of the Indentures and used in this
      amendment and waiver (this “waiver”) shall have the same meanings in this
      waiver as in the applicable Indenture or the
  Indentures.

              


      

      


      
        	
                3.  

              	
                The
      Noteholders waive compliance of the covenants contained in Section 4.15 of
      each of the Indentures to the extent that it related to (a) the issuance
      and sale by Sinogas General Machinery Company, Ltd. Of 24.95% of its
      capital stock and (b) the transactions whereby the company exchanged a 25%
      interest in Anhui Gather Energy Company for a 25% interest in Hubei Gather
      Energy Company Limited, and the Noteholder consent to such
      transactions.

              


      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                4.  

              	
                The
      Noteholders consent that, from and after December 31, 2008, the
      Consolidated Subsidiary Debt to Consolidate Net Tangible Asset Ratio set
      forth in Section 4.26(3) of the Fixed Rate Indenture and Section 4.28(iii)
      of the Convertible Debt Indenture shall be modified to read as
      follows:

              


      

      


      
        	
                (a)  

              	
                A
      Consolidated Subsidiary Debt to Consolidate Net Tangible Asset Ratio, as
      determined as of the last day of each Fiscal Quarter, for the four Fiscal
      Quarters ending on such day, of not greater that
  0.35.

              


      

      


      
        	
                5.  

              	
                The
      Noteholders agree that they shall not take any action to cause or declare
      an Event of Default pursuant to Sections 4.26(3) of the Fixed Rate
      Indenture and Section 4.28(iii) of the Convertible Debt Indenture as long
      as the Company is in compliance with the covenants set forth in Section 4
      of this waiver.

              


      

      


      
        	
                6.  

              	
                This
      Agreement shall be binding upon the Noteholders and any transferees or
      assignees of the Notes, and the Noteholders shall affix a copy of this
      waiver to each Note.

              


      

      


       

      
        	
                7.  

              	
                The
      Noteholders agree to deliver an executed copy of this waiver to the
      Trustee, and will execute a supplemental indenture to reflect the
      amendments to the covenants set forth in Section 6 of this
      waiver.

              


      

      


       

      Please
confirm your agreement with the foregoing.

      


      


      
        
          
            
              	 
      	
                      SINOENERGY
      CORPORATION

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Bo
      Huang

                    
	
                      Name:

                    
	
                      Title:

                    


            

          

        

      

      


      


      AGREED
TO:

      


      
        
          
            
              	
                      ABAX
      LOTUS LTD.

                    	 	
                      CCIF
      PETROL LIMITED

                    
	 
      	 	 
      
	 
      	 	 
      
	
                      By:  /s/  Frank
      Qian

                    	 	
                      By:  /s/  Li
      Zhenzhi

                    
	
                      Name:  Frank
      Qian

                    	 	
                      Name:  Li
      Zhenzhi

                    
	
                      Title:  Director

                    	 	
                      Title:  Director

                    


            

          

        

      

      


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
       

      23rd
February, 2009

       

      Skywide
Capital Management Limited

      45
Jinghua Road, Qingdao

      Shandong,
China

      Attn:       Mr.
Bo Huang

      Mr. Tianzhou Deng

       

      Re: Letter Agreement dated March
6, 2008

       

      Gentlemen:

       

      Reference
is made to the agreement (the "March Agreement")
dated March 6, 2008, by and among Skywide Capital Management Limited
("Skywide"),
and Abax Lotus Ltd. ("Abax") and CCIF Petrol Limited ("CCIF"), relating
to the payments to be made by Skywide to Abax and CCIF in consideration for the
waiver of any adjustment in the Conversion Rate as a result of the occurrence of
a Financial and Operational Trigger, as such terms are defined in a certain
Indenture dated as of September 28, 2007, by and among Sinoenergy Corporation,
DB Trustees (Hong Kong) Limited, as Trustee, Deutsche Bank AG, Hong Kong Branch,
as Paying Agent, DB Trustees (Hong Kong) Limited, as Collateral gent, and
Deutsche Bank AG, Hong Kong Branch, as Conversion Agent.

       

      Abax and
CCIF hereby irrevocably (i) waive their right to receive the Waiver Payments, as
defined in the March Agreement, as a result of which Skywide shall have no
obligation of any kind to Abax and CCIF pursuant to the March Agreement, and
(ii) revoke the payment default notice dated December 19, 2008.

       

      Very truly yours,

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                   

                                	 	
                                   

                                
	ABAX
      LOTUS LTD.	 	      
                                  CCIF
      PETROL LIMITED 

                                
	 	 	 
	By: 
      /s/  Frank Qian	 	
                                  By: 
      /s/  Li
    Zhenzhi

                                
	Name: 
      Frank Qian	 	
                                  Name: 
      Li Zhenzhi

                                
	Title: 
      Director	 	
                                  Title: 
      Director