##### 



Exhibit
10.15
 
 CREDIT AGREEMENT
 among
 IVANHOE ENERGY (USA) INC.,  as Borrower
 IVANHOE ENERGY INC.,
IVANHOE ENERGY HOLDINGS INC.,
IVANHOE ENERGY ROYALTY INC.,
IVANHOE ENERGY HTL INC.,
IVANHOE HTL PETROLEUM LTD.,
IVANHOE ENERGY PETROLEUM PROJECTS INC.,
AND
IVANHOE ENERGY HTL (USA) INC.,  as Guarantors
 LASALLE BANK, NATIONAL ASSOCIATION  as Administrative Agent and Issuing Lender
 AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO  as Lenders
 
 Dated as of OCTOBER 30, 2006




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##### 



TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS
    
    
    11.01 Certain Defined Terms
    
    
    11.02 Other Interpretive Provisions
    
    
    161.03 Accounting Principles
    
    
    17ARTICLE II. THE CREDIT
    
    
    172.01 Amounts and Terms of the Commitments
    
    
    172.02 Procedure for Borrowings
    
    
    182.03 Conversion and Continuation Elections
    
    
    182.04 Optional Prepayments
    
    
    192.05 Borrowing Base Determinations, Mandatory Prepayments of Loans
    
    
    192.06 Repayment
    
    
    202.07 Fees
    
    
    212.08 Computation of Fees and Interest
    
    
    222.09 Payments by the Company; Borrowings Pro Rata
    
    
    222.10 Issuing the Letters of Credit
    
    
    232.11 Payments by the Lenders to the Administrative Agent
    
    
    252.12 Sharing of Payments, Etc.
    
    
    26ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    263.01 Taxes
    
    
    263.02 Illegality
    
    
    273.03 Increased Costs and Reduction of Return
    
    
    283.04 Funding Losses
    
    
    283.05 Inability to Determine Rates
    
    
    293.06 Certificates of Lenders
    
    
    293.07 Substitution of Lenders
    
    
    293.08 Survival
    
    
    29ARTICLE IV. SECURITY
    
    
    294.01 The Security
    
    
    294.02 Agreement to Deliver Security Documents
    
    
    294.03 Perfection and Protection of Security Interests and Liens
    
    
    304.04 Offset
    
    
    304.05 Subsidiary Guaranty
    
    
    304.06 Assignment of Production
    
    
    314.07 Assignment of Runs
    
    
    31
 Credit Agreement
 (i)




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##### 



PageARTICLE V. CONDITIONS PRECEDENT
    
    
    325.01 Conditions of Initial Credit Extensions
    
    
    325.02 Conditions to All Loans
    
    
    345.03 Post Closing Conditions
    
    
    34ARTICLE VI. REPRESENTATIONS AND WARRANTIES
    
    
    346.01 Organization, Existence and Power
    
    
    346.02 Corporate Authorization; No Contravention
    
    
    356.03 Governmental Authorization
    
    
    356.04 Binding Effect
    
    
    356.05 Litigation
    
    
    356.06 No Default
    
    
    356.07 ERISA Compliance
    
    
    366.08 Margin Regulations
    
    
    366.09 Title to Properties
    
    
    366.10 Oil and Gas Reserves
    
    
    366.11 Initial Reserve Report
    
    
    376.12 Gas Imbalances
    
    
    376.13 Taxes
    
    
    376.14 Financial Condition
    
    
    376.15 Environmental Matters
    
    
    386.16 Regulated Entities
    
    
    396.17 No Burdensome Restrictions
    
    
    396.18 Copyrights, Patents, Trademarks and Licenses, etc.
    
    
    396.19 Subsidiaries
    
    
    396.20 Insurance
    
    
    396.21 Derivative Contracts
    
    
    396.22 Full Disclosure
    
    
    396.23 Solvency
    
    
    39ARTICLE VII. AFFIRMATIVE COVENANTS
    
    
    397.01 Financial Statements
    
    
    407.02 Certificates; Other Production and Reserve Information
    
    
    407.03 Notices
    
    
    427.04 Preservation of Existence, Etc.
    
    
    437.05 Maintenance of Property
    
    
    437.06 Title Information
    
    
    437.07 Additional Collateral
    
    
    447.08 Insurance
    
    
    44
 Credit Agreement
 (ii)




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##### 



Page7.09 Payment of Obligations
    
    
    447.10 Compliance with Laws
    
    
    447.11 Compliance with ERISA
    
    
    457.12 Inspection of Property and Books and Records
    
    
    457.13 Environmental Laws
    
    
    457.14 New Subsidiary Guarantors
    
    
    467.15 Reserved
    
    
    467.16 Use of Proceeds
    
    
    467.17 Operating Accounts
    
    
    467.18 Phase I Reports
    
    
    467.19 Further Assurances
    
    
    467.20 Derivative Contracts
    
    
    47ARTICLE VIII. NEGATIVE COVENANTS
    
    
    478.01 Limitation on Liens
    
    
    478.02 Disposition of Assets
    
    
    488.03 Consolidations and Mergers
    
    
    488.04 Loans and Investments
    
    
    498.05 Limitation on Indebtedness
    
    
    498.06 Transactions with Affiliates
    
    
    508.07 Margin Stock
    
    
    508.08 Contingent Obligations
    
    
    508.09 Restricted Payments; Restrictive Agreements
    
    
    508.10 Derivative Contracts
    
    
    518.11 Change in Business and Corporate Structure
    
    
    528.12 Accounting Changes
    
    
    528.13 ERISA Compliance
    
    
    528.14 Financial Covenants
    
    
    53ARTICLE IX. EVENTS OF DEFAULT
    
    
    549.01 Event of Default
    
    
    549.02 Remedies
    
    
    569.03 Rights Not Exclusive
    
    
    56ARTICLE X. AGENTS
    
    
    5610.01 Appointment and Authorization
    
    
    5610.02 Duties and Obligations of Administrative Agent
    
    
    5710.03 Action by Administrative Agent
    
    
    5710.04 Reliance by Administrative Agent
    
    
    5810.05 Sub-agents
    
    
    58
 Credit Agreement
 (iii)




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##### 



Page10.06 Administrative Agent as Lender
    
    
    5810.07 No Reliance
    
    
    5810.08 Administrative Agent May File Proofs of Claim
    
    
    5910.09 Authority of Administrative Agent to Release Collateral and Liens
    
    
    5910.10 Reserved
    
    
    5910.11 Successor Administrative Agent
    
    
    5910.12 Withholding Tax
    
    
    60ARTICLE XI. MISCELLANEOUS
    
    
    6111.01 Amendments and Waivers
    
    
    6111.02 Notices
    
    
    6211.03 No Waiver; Cumulative Remedies
    
    
    6311.04 Costs and Expenses
    
    
    6311.05 Indemnity
    
    
    6311.06 Payments Set Aside
    
    
    6411.07 Successors and Assigns
    
    
    6411.08 Assignments, Participations, etc.
    
    
    6411.09 Interest
    
    
    6611.10 Indemnity and Subrogation
    
    
    6711.11 Collateral Matters; Derivative Contracts
    
    
    6711.12 USA Patriot Act Notice
    
    
    6711.13 Automatic Debits of Fees
    
    
    6711.14 Notification of Addresses, Lending Offices, Etc.
    
    
    6811.15 Counterparts
    
    
    6811.16 Severability
    
    
    6811.17 No Third Parties Benefited
    
    
    6811.18 Governing Law, Jurisdiction and Waiver of Jury Trial
    
    
    6811.19 Entire Agreement
    
    
    6911.20 NO ORAL AGREEMENTS
    
    
    69
 Credit Agreement
 (iv)




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##### 



SCHEDULES
 PageSchedule 2.01
Schedule 4.01

Schedule 6.05

Schedule 6.07


Schedule 6.15

Schedule 6.19

Schedule 6.21

Schedule 8.01

Schedule 8.05

Schedule 8.08

Schedule 8.14(c) 

Schedule 11.02
    
    Commitments and Pro Rata Shares
Security Documents 

Litigation 

ERISA Compliance 

Environmental Matters 

Subsidiaries 

Derivative Contracts 

Liens 

Indebtedness 

Contingent Obligations 

Capital Expenditures and G&A Expenses 

Lending Offices; Addresses for Notices
 EXHIBITS
 Exhibit A 
Exhibit B 
Exhibit C 
Exhibit D 
Exhibit E 
Exhibit F 
Exhibit G 
Exhibit H
    
    Form of Notice of Borrowing 

Form of Notice of Conversion/Continuation 

Form of Compliance Certificate 
Form of Assignment and Acceptance Agreement 

Form of Note 

Form of Pricing Grid Certificate 

Form of Continuing Guaranty Agreement 

Form of Security Agreement and Pledge
 Credit Agreement






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##### 



CREDIT AGREEMENT
 THIS CREDIT AGREEMENT October 30, 2006 IVANHOE ENERGY (USA) INC. Company IVANHOE ENERGY INC., Parent IVANHOE ENERGY HOLDINGS INC., IVANHOE
ENERGY ROYALTY INC. IVANHOE HTL PETROLEUM LTD., IVANHOE ENERGY PETROLEUM PROJECTS INC., IVANHOE ENERGY HTL INC., IVANHOE ENERGY HTL (USA) INC. Guarantors Lender Lenders LASALLE BANK, NATIONAL ASSOCIATION Administrative
Agent Issuing Lender
  ARTICLE I .
 DEFINITIONS
 Certain Defined Terms
 Acquisition
 Administrative Agent
 Administrative Agents Payment Office
 Affected Lender Section 3.07
 Affiliate
 Agent-Related Persons
 Credit Agreement
 1




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##### 



Agreement
 Applicable Margin
 Assignee Subsection 11.08(a)
 Assignment and Acceptance Subsection 11.08(a)
 Attorney Costs
 Availability Period Subsection 2.01(b)
 Available Borrowing Base minus
 Bankruptcy Code et
seq.
 Base Rate prime commercial lending rate prime commercial lending rate
 Base Rate Loan plus
 Borrower Group
 Borrowing Article II
 Borrowing Base Section 2.05
 Borrowing Base Deficiency
 Borrowing Base Period
 Credit Agreement
 2




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##### 



Borrowing Base Reduction Amount Section 2.05
 Borrowing Date Section 2.02
 Business Day
 Capital Adequacy Regulation
  Capital Expenditures and General Administrative Expenses 
 Capital Lease
 Capitalized Lease Obligations
 Cash Equivalents Securities Act restricted securities
 Casualty Event
 Change of Control
 Credit Agreement
 3




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##### 



Continuing
Directors
 Code
 Collateral
 Commitment
 Commitment Fee Subsection 2.07(a)
 Company
 Compliance Certificate Exhibit C
 Consolidated Interest Expense
 Consolidated Net Income
 Contingent Obligation primary obligations primary obligor
 Credit Agreement
 4




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##### 



Guaranty Obligation
 Continuing Directors Change of Control
 Contractual Obligation
 Conversion/Continuation Date Section 2.03
 Credit Extension
 Current Assets plus less
 Current Liabilities less
 Default
 Default Rate Subsection 2.06(b)(iii)
 Derivative Contract
 Dispositions Section 8.02
 Credit Agreement
 5




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##### 



Dollars dollars $
 EBITDA minus
 Effective Amount plus
 Effective Date Sections 5.01 5.02
 Eligible Assignee provided that
 Environmental Claims
 Environmental Laws
 Equity equity security
 Credit Agreement
 6




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##### 



ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default Section 9.01
 Exchange Act
 Existing Credit Agreement
 FAS 133
 FDIC
 Federal Funds Rate H.15(519) Federal Funds (Effective)
 Fee Letter Subsection 2.07(c)
 Final Maturity Date
 Credit Agreement
 7




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##### 



FRB
 GAAP
 Governmental Authority
 Guarantors Section 7.15 Guarantor
 Guaranties Exhibit G Guaranty
 Guaranty Obligation Contingent Obligation
 Highest Lawful Rate
 HTL Technology Development Subsidiaries
 Hydrocarbon Interests
 Indebtedness
 Credit Agreement
 8




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##### 



Indemnified Liabilities Section 11.05
 Indemnified Person Section 11.05
 Independent Auditor Subsection 7.01(a)
 Independent Engineer Section 6.11
 Initial Reserve Report Section 6.11
 Insolvency Proceeding
 Interest Payment Date provided however
 Interest Period provided that
 Interest Rate Type
 IRS
 Credit Agreement
 9




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##### 



Issue Issued Issuing Issuance
 Issuing Lender
 LC Application Section 2.10(a)
 LC Collateral
 LC Collateral Account
 LC Obligation plus
 LC Related Document
 Lenders
 Lending Office Lending Office Domestic Lending Office Offshore Lending Office Schedule 11.02
 Letter of Credit
 Letter of Credit Fee Subsection 2.07(b)
 LIBOR Bloomberg Financial Markets
 LIBOR Loan plus
 Credit Agreement
 10




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Lien
 Loan Article II
 Loan Documents
 Margin Stock margin stock
 Material Adverse Effect
 Matured LC Obligation Subsection 2.10(d)
 Maximum Loan Amount
 Monthly Status Report
 Mortgages Schedule 4.01 Article IV
 Credit Agreement
 11




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##### 



Mortgaged Properties
 Multiemployer Plan multiemployer plan
 Notes Section 2.01 Exhibit E
 Notice of Borrowing Exhibit A
 Notice of Conversion/Continuation Exhibit B
 Obligations Section 11.11
 Oil and Gas
 Oil and Gas Liens
 Oil and Gas Properties
 Credit Agreement
 12




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##### 



Operating Agreements
 Operating Lease
 Organization Documents
 Other Taxes
  Parent 
 Participant Subsection 11.08(d)
 PBGC
 Pension Plan
 Permitted Liens Section 8.01
 Person
 Plan
 Pricing Grid bps
 Credit Agreement
 13




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##### 



Applicable MarginEffective Amount/
    
    LIBOR
    
    
    
    
    
    Commitment
    
    Letter of CreditBorrowing
    
    Rate
    
    
    
    
    
    Fee
    
    FeeBase Amount
    
    (bps)
    
    Base Rate (bps)
    
    (bps)
    
    (bps)> 90%
    
    
    325.00
    
    
    
    225.00
    
    
    
    50.00
    
    
    
    325.00< 90% 3 50%
    
    
    300.00
    
    
    
    200.00
    
    
    
    50.00
    
    
    
    300.00< 50%
    
    
    275.00
    
    
    
    175.00
    
    
    
    50.00
    
    
    
    275.00
 Section 2.04
 Pricing Grid Certificate Exhibit F
 Principal Business
 Production Sales Contracts
 Property
 Pro Rata Share Schedule 2.01
 Regulation U Regulation X
 Remedial Work Section 7.13
 Replacement Lender Section 3.07
 Credit Agreement
 14




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Reportable Event
 Required Lenders 2/3 2/3
 Requirement of Law
 Reserve Report
 Responsible Officer
 Scheduled Borrowing Base Determination Subsection 2.05(a)
 Scheduled Borrowing Base Determination Date
 SEC
 Security Agreements Exhibit H
 Security Documents
 Solvent
 Credit Agreement
 15




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##### 



Special Borrowing Base Determination Subsection 2.05(b)
 Subsidiary
 Super-Majority Lenders
 Surety Instruments
 Surface Estate
 Taxes Section 10.12
 Termination Date
 Total Indebtedness
 Unfunded Pension Liability
 United States U.S
 Other Interpretive Provisions hereof herein hereunder
 Credit Agreement
 16




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##### 



documents including including without limitation from from and including to until to but excluding through to and including
 Accounting Principles consolidated
 ARTICLE II .
 THE CREDIT
 Amounts and Terms of the Commitments
 Loan Note Notes minus
 Section 2.10
 Credit Agreement
 17




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##### 



Availability
Period
  Procedure for Borrowings
     Article V
 Conversion and Continuation Elections
 Subsection 2.03(b)
 Credit Agreement
 18




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##### 



provided
    Optional Prepayments Section 3.04
  Section 3.04
 Borrowing Base Determinations, Mandatory Prepayments of Loans
 Scheduled Borrowing Base Determinations Section 2.05
 Credit Agreement
 19




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##### 



Sections 11.18 11.19
 Special Borrowing Base Determinations Subsection 2.05(a) Special Borrowing Base Determination Subsection 2.05(b)
 Interim Borrowing Base Reductions
 Mandatory Prepayment of Loans
 Credit Agreement
 20




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##### 



Repayment
 Principal
 Interest
 Section 2.03 plus
 Subsection 2.04(b) 2. 05(d)
 Subsection 2. 06(b)(i) plus plus Default
Rate
 Fees
 Commitment Fee provided that Section 5.02
 Letter of Credit Fee multiplied by
 Credit Agreement
 21




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##### 



multiplied by Subsection 2. 07(b)(i) Subsection 2. 07(b)(ii) (iii)
 Agency Fees Fee Letter
 Computation of Fees and Interest
   Payments by the Company; Borrowings Pro Rata
  Section 11.05 11.06
 Interest Period
 Credit Agreement
 22




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##### 



Issuing the Letters of Credit
 provided that
  Article V International Standby
Practices 1998 ISP 1998
  Credit Agreement
 23




---



##### 



Subsection 2. 01(a) Section 2.02 Subsection 2.01(a) Section 5.02 Subsection 2. 10(e)
 Subsection 2.10(e) Section 3.07
 Credit Agreement
 24




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##### 



Article IX Matured Obligations Subsection 2. 10(h) provided however Subsection 2. 10(h)
 Payments by the Lenders to the Administrative Agent
 Subsection 2.11(a)
 Credit Agreement
 25




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##### 



Sharing of Payments, Etc provided however Section 11.09
 ARTICLE III .
 TAXES, YIELD PROTECTION AND ILLEGALITY
 Taxes
   Credit Agreement
 26




---



##### 



Subsection 3.01(c)
 Section 3.01
 Section 3.01 Tax Benefit Section 3.01
 Illegality
  Section 3.04 Subsection 5.02(b)
 Credit Agreement
 27




---



##### 



Increased Costs and Reduction of Return
 Section 3.01
  Funding Losses Section 2.04 Section 2.05 2.06 Section 2.03
 Credit Agreement
 28




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##### 



Subsection 3.03(a)
 Inability to Determine Rates Subsection 2. 06(b)
 Certificates of Lenders Article III
 Substitution of Lenders Affected
Lender Article III Replacement Lender
 Survival Article III
 ARTICLE IV .
 SECURITY
 The Security Schedule 4.01
 Agreement to Deliver Security Documents
 Credit Agreement
 29




---



##### 



Perfection and Protection of Security Interests and Liens
 Offset
 Subsidiary Guaranty
 Exhibit G .
  Credit Agreement
 30




---



##### 



Assignment of Production.
   Assignment of Runs
 Section 4.06
 Credit Agreement
 31




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##### 



ARTICLE V.
 CONDITIONS PRECEDENT
 Conditions of Initial Credit Extensions
 Credit Agreement and Notes
 Resolutions; Incumbency; Organization Documents, Good Standing
 Payment of Fees Sections
2.07 11.04
 Certificate Article VI
 Insurance Certificates Section 7.08
 Credit Agreement
 32




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##### 



Corporate Due Diligence
 Reserve Engineering
 Environmental
 Title
 Material Contracts
 Equity Pledge
 Opinion of Counsel
 Repayment of Existing Indebtedness
 Operating Accounts
 Derivative Contracts
 Other Documents
 Credit Agreement
 33




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##### 



Conditions to All Loans Section 2.03
 Notice
 Continuation of Representations and Warranties Article VI
 Continuation of Covenants Articles VII VIII
 No Material Adverse Effect
 No Existing Default
 Section 5.02
 Post Closing Condition.
 ARTICLE VI .
 REPRESENTATIONS AND WARRANTIES
  Organization, Existence and Power
 Credit Agreement
 34




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##### 



Corporate Authorization; No Contravention
 Governmental Authorization
 Binding Effect
 Litigation Schedule 6.05
 No Default Subsection 9.01(e)
 Credit Agreement
 35




---



##### 



ERISA Compliance Schedule 6.07
    Margin Regulations Section 7.16
 Title to Properties
 Oil and Gas Reserves
 Credit Agreement
 36




---



##### 



Section 6.14 Section 6.10
 Initial Reserve Report Initial Reserve Report Independent Engineer
 Gas Imbalances
 Taxes
 Financial Condition
  Credit Agreement
 37




---



##### 



Environmental Matters Schedule 6.15
       Credit Agreement
 38




---



##### 



Regulated Entities Investment Company
 No Burdensome Restrictions
 Copyrights, Patents, Trademarks and Licenses, etc Schedule 6.05
 Subsidiaries Schedule 6.19 Schedule 6.19 Schedule 6.19
 Insurance
 Derivative Contracts Schedule 6.21
 Full Disclosure
 Solvency
 Credit Agreement
 39




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##### 



ARTICLE VII.
 AFFIRMATIVE COVENANTS
  Financial Statements
 Independent Auditor
  Certificates; Other Production and Reserve Information
  Subsections 7. 01(a) (b) Schedule 6.21
 Subsection 7. 01(b)
 Credit Agreement
 40




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##### 



Subsections
7. 01(a) (b) 7. 02(a)
 st st Section 8.01 Section 6.12
  Section 7.02
 Subsection 7.02(e)
    Credit Agreement
 41




---



##### 



Notices
     Section 7.03 Subsection 7.03(a)
 Credit Agreement
 42




---



##### 



Preservation of Existence, Etc
     Maintenance of Property Section 7.05
 Title Information
 Subsection 7.02(e)
 Subsection 7.06(a) Section 8.01
  Credit Agreement
 43




---



##### 



Additional Collateral Subsection 7.02(e) Subsection 7.02(e)
 Insurance additional insured
 Payment of Obligations
 Compliance with Laws
 Credit Agreement
 44




---



##### 



Compliance with ERISA
 Inspection of Property and Books and Records provided however
 Environmental Laws
 Remedial Work
 Section 7.13
  Credit Agreement
 45




---



##### 



New Subsidiary Guarantors
 Reserved
 Use of Proceeds Section 8.04 Section 8.09
 Operating Accounts
 Phase I Reports
 Further Assurances
  Credit Agreement
 46




---



##### 



Derivative Contracts
 ARTICLE VIII.
 NEGATIVE COVENANTS
  Limitation on Liens Permitted Liens
  Section 7.09
    Credit Agreement
 47




---



##### 



provided that
  Disposition of Assets Dispositions
 Sections 7.05 8.03 8.04 8.09 8.10
    Subsections 8.02 (a)  (d) provided that further
provided that
 Consolidations and Mergers
 Credit Agreement
 48




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##### 



provided that
  Subsection 8.02(c) (e)
 Loans and Investments Investments
    Subsection 8.02(c)
 Section 8.10
     Limitation on Indebtedness
  Section 8.08
 Credit Agreement
 49




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##### 



Section 8.10
 Schedule 8.05
 Subsections 8.05(a)  (d)
 Transactions with Affiliates Transactions Section 8.06 Section 8.09 Subsections 8.04(c) 8. 04(h) 8.04(i)
 Margin Stock
 Contingent Obligations
  Section 8.10
 Schedule 8.08
 provided that
  Subsections 8.08 (a)  (e)
 Restricted Payments; Restrictive Agreements
 Credit Agreement
 50




---



##### 



Restricted Payments
 Derivative Contracts
 provided that Subsection 8.10(a) but excluding
 provided that Subsections 8.10(a) (b)
 pari passu
 Credit Agreement
 51




---



##### 



Section 11.11
  Change in Business and Corporate Structure
    Accounting Changes
 ERISA Compliance
       Credit Agreement
 52




---



##### 



Financial Covenants
     Credit Agreement
 53




---



##### 



ARTICLE IX.
 EVENTS OF DEFAULT
 Event of Default Event of Default
 Non-Payment
 Representation or Warranty
 Specific Defaults Subsection 7.03(a) Article VIII
 Other Defaults Section 9.01
 Cross-Default
 Insolvency; Voluntary Proceedings
 Credit Agreement
 54




---



##### 



Involuntary Proceedings
 Change of Control
 Monetary Judgments
 Loss of Permit
 Adverse Change
 Guaranty Default
 Material Agreements Section 8.10
 ERISA
 Credit Agreement
 55




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##### 



Environmental Claims
 Remedies
  provided however Subsection (f) (g) Section 9.01 Clause (i) Subsection (g)
 first second third fourth Clause (g) fifth sixth
 Rights Not Exclusive
 ARTICLE X.
 ADMINISTRATIVE AGENT
 Appointment and Authorization
 Credit Agreement
 56




---



##### 



Duties and Obligations of Administrative Agent Section 10.03 Article V
 Action by Administrative Agent Section 10.03 provided that
 Credit Agreement
 57




---



##### 



Reliance by Administrative Agent
 Sub-agents Article X
 Administrative Agent as Lender
 No Reliance
 Credit Agreement
 58




---



##### 



Administrative Agent May File Proofs of Claim
 Section 11.04
 Section 11.04
  Authority of Administrative Agent to Release Collateral and Liens Section 8.02
 Reserved
 Successor Administrative Agent Article X Sections
11.04 11.05
 Credit Agreement
 59




---



##### 



Withholding Tax
 United States person Foreign Lender
  Section 3.01 Subsection 10.12(b) Section 10.12
 United States person Domestic Lender
 Credit Agreement
 60




---



##### 



Section 3.01 Section
10.12
 Section 10.12 Section 3.01
  ARTICLE XI.
 MISCELLANEOUS
 Amendments and Waivers provided however
 Section 9.02
 Credit Agreement
 61




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##### 



Super-Majority
Lenders Required Lenders
 Section 11.01
   Section 2.05 provided Section 2.05
 provided further Article V
 Notices
 Schedule 11.02
 Article II IX
 Credit Agreement
 62




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##### 



No Waiver; Cumulative Remedies
 Costs and Expenses
 Subsection 5.01(c) Subsection 11.08(c)
 Subsection 5.01(c)
 Indemnity Indemnified Person Indemnified Liabilities
 Credit Agreement
 63




---



##### 



provided
 Payments Set Aside
 Successors and Assigns Section 11.08
 Assignments, Participations, etc .
 provided that Assignee provided however Exhibit D Assignment and Acceptance
  Credit Agreement
 64




---



##### 



provided that Subsection 11.08(a) pro
tanto
 Participant originating Lender provided, however
 provided that provided however
 Credit Agreement
 65




---



##### 



provided
that
  Interest
  Credit Agreement
 66




---



##### 



Indemnity and Subrogation Section
11.10
 Collateral Matters; Derivative Contracts pro rata provided that provided further
 USA Patriot Act Notice Act Specifically Designated National and Blocked Persons
 Automatic Debits of Fees
 Credit Agreement
 67




---



##### 



Notification of Addresses, Lending Offices, Etc
 Counterparts
 Severability
 No Third Parties Benefited
 Governing Law, Jurisdiction and Waiver of Jury Trial Section 11.19 Section 11.19 Section 11.19
  SCHEDULE 11.02
  Credit Agreement
 68




---



##### 



Entire Agreement
 NO ORAL AGREEMENTS
   Credit Agreement
 69




---



##### 



THE COMPANY:IVANHOE ENERGY (USA) INC.,
a Nevada corporationBy:
    
    /s/Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    Chief Financial OfficerGUARANTORS:IVANHOE ENERGY INC.,
a Yukon corporationBy:
    
    /s/Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    Chief Financial OfficerIVANHOE ENERGY HOLDINGS INC.,
a Nevada corporationBy:
    
    /s/E. Leon DanielName:
    
    E. Leon DanielTitle:
    
    PresidentIVANHOE ENERGY ROYALTY INC.,
a Nevada corporationBy:
    
    /s/E. Leon DanielName:
    
    E. Leon DanielTitle:
    
    President
 Signature Page Credit Agreement




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##### 

\

IVANHOE ENERGY PETROLEUM PROJECTS INC.,
a Nevada corporationBy:
    
    /s/Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    TreasurerIVANHOE ENERGY HTL INC.,
a Nevada corporationBy:
    
    /s/Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    Chief Financial OfficerIVANHOE HTL PETROLEUM LTD.,
a Nevada corporationBy:
    
    /s/Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    Chief Financial OfficerIVANHOE ENERGY HTL (USA) INC.,
a Nevada corporationBy:
    
    /s/E. Leon DanielName:
    
    E. Leon DanielTitle:
    
    President
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ADMINISTRATIVE AGENT:LASALLE BANK, NATIONAL ASSOCIATIONBy:
    
    /s/F. Ward NixonName:
    
    F. Ward NixonTitle:
    
    Senior Vice PresidentISSUING LENDER:LASALLE BANK, NATIONAL ASSOCIATIONBy:
    
    /s/F. Ward NixonName:
    
    F. Ward NixonTitle:
    
    Senior Vice President
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LENDERS:LASALLE BANK, NATIONAL ASSOCIATIONBy:
    
    /s/F. Ward NixonName:
    
    F. Ward NixonTitle:
    
    Senior Vice President
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