UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2015

FAR EAST ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (832) 598-0470

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01   Entry into a Material Definitive Agreement.

On September 29, 2015, Far East Energy (Bermuda), Ltd. (“FEEB”), a wholly-owned subsidiary of Far East Energy Corporation, entered into a Term Loan Facility Agreement (the “Facility Agreement”), as borrower, with the lenders party thereto (collectively, the "Lenders").

The Facility Agreement provides for a $16.3 million unsecured credit facility, of which $8.8 million was used to refinance in full the term loan facility agreement dated February 24, 2015, as amended, between FEEB and the original lenders party thereto, the term loan facility agreement dated April 8, 2015, as amended, between FEEB and the original lenders party thereto and the term loan facility agreement dated June 26, 2015, as amended, between FEEB and the original lenders party thereto (collectively, the "Existing Outstanding Facility Agreements"). On the date of the Facility Agreement, FEEB shall be deemed to have made a utilization under the Facility Agreement equal to the amounts outstanding under the Existing Outstanding Facility Agreements, and the Lenders will be treated as having advanced their pro rata share of such amounts, such that the Existing Outstanding Facility Agreements shall be discharged in full by way of netting off.

The Facility Agreement has a term ending on March 29, 2016. The remaining $7.5 million under the Facility Agreement will be used for certain working capital purposes approved by the Lenders. Loans under the Facility Agreement will be made by the Lenders pursuant to utilization requests delivered by FEEB. FEEB has the right to deliver up to fifteen utilization requests under the Facility Agreement. FEEB delivered its first utilization request under the Facility Agreement for $500,000. Any amounts requested by FEEB pursuant to any subsequent utilization requests are subject to the prior approval of the Lenders. Loans under the Facility Agreement will bear interest at a rate of 25%. The Facility Agreement provides for a commitment fee of 7.5% of the total commitments under the Facility Agreement. The commitment fee is payable upon repayment of the loans. Upon a change of control, FEEB is required to repay all amounts owed to the Lenders under the Facility Agreement.

The Facility Agreement contains certain restrictive covenants, including, among others, prohibitions on entering into certain merger arrangements; on selling, transferring or otherwise disposing of assets; on creating or permitting certain liens; on making distributions; on issuing certain equity securities; on making a substantial change in the nature of FEEB's business; and on incurring certain indebtedness. The Facility Agreement contains certain events of default that could, subject to certain conditions, cause the amounts owed by FEEB under the Facility Agreement to be immediately due and payable.

The foregoing description of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of each of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion of the Facility Agreement set forth in response to Item 1.01 above is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 30, 2015

Index to Exhibits