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 “
Compan y”), 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:
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Such
Noteholder has not transferred the Notes at any third party;
and
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This
waiver does not violate any agreement relating to the Notes in
which the Noteholder are a party.
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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.
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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
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