0000950142-12-000674 Sample Contracts

March 14, 2012 Ivanhoe Capital Finance Ltd. 8th Floor, Gloucester Road Tower The Landmark, 15 Queen's Road Central Hong Kong Re: Loan Agreement
Loan Agreement • March 20th, 2012 • Ivanhoe Energy Inc • Crude petroleum & natural gas • British Columbia

We refer to the loan agreement (as amended or restated from time to time, the “Loan Agreement”) dated as of December 30, 2011 between Ivanhoe Capital Finance Ltd. (“ICFL”) and Ivanhoe Energy Inc. (the “Borrower”). We also refer to the credit and guaranty agreement (as amended or restated from time to time, the “Credit Agreement”) dated on or about March , 2012 among, inter alia, the Borrower, the various lenders party thereto (the “Lenders”) from time to time (as defined in the Credit Agreement), and UBS AG, Stamford Branch, as Administrative Agent (the “Agent”). Capitalized terms used in this letter agreement (this “Agreement”) but not defined herein have the meanings given to them in the Loan Agreement.

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LOAN AGREEMENT
Loan Agreement • March 20th, 2012 • Ivanhoe Energy Inc • Crude petroleum & natural gas • British Columbia

THIS AGREEMENT dated as of December 30, 2011 is between Ivanhoe Energy Inc. (the “Borrower”) and Ivanhoe Capital Finance Ltd. (the “Lender”)

CREDIT AND GUARANTY AGREEMENT dated as of March 14, 2012, among IVANHOE ENERGY INC., as Borrower, and THE SUBSIDIARY GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as Arranger, Bookmanager, Documentation Agent...
Credit and Guaranty Agreement • March 20th, 2012 • Ivanhoe Energy Inc • Crude petroleum & natural gas • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of March 14, 2012, among Ivanhoe Energy Inc., a corporation existing under the laws of Yukon and having its head office in Vancouver, in the Province of British Columbia, Canada (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS AG, STAMFORD BRANCH, as administrative agent (the “Administrative Agent”) for the Lenders and UBS AG CANADA BRANCH as collateral agent (the “Collateral Agent”) for the Secured Parties.

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