exh10-1_promnote.htm


     

    
      

      

    

     

     

     

    EXHIBIT 10.1

     

    PROMISSORY NOTE DATED AUGUST 12, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PROMISSORY
NOTE

     

    August
12, 2008

     

    FOR VALUE RECEIVED, PetroHunter Energy
Corporation (the “Maker”), hereby
promises to pay to the order of the Bruner Family Trust or its assigns (the
“Holder”), in
lawful money of the United States at the address of Holder set forth below, the
principal amount of One Hundred Thousand Dollars (US $100,000.00), together with
interest (as hereinafter defined).

    


     

    This
Promissory Note (the “Note”) has been executed by the Maker on the date set
forth above (the “Effective
Date”).

     

    1.           Interest.  Interest
shall accrue on this Note, commencing on the above date, at the Interest Rate,
as defined below, and shall be payable when the principal amount is due and
payable.

     

                          1.1           “Interest Rate” shall
mean, at the time of determination thereof, a variable rate of interest equal to
the rate described as the “London Interbank Offered Rate” for three months in
the Money Rates section of the Wall Street Journal, plus three
percent.

     

    1.2           Adjustments.  Adjustments
to the Interest Rate shall be made on the first day of each calendar quarter
based on the Interest Rate in effect on the first business day of such calendar
quarter.

     

    1.3           Default Interest
Rate. Upon the occurrence of an Event of Default and for so long as such
Event of Default continues, interest shall accrue on the outstanding principal
amount of this Note at the rate per annum of the lower of 12% or the maximum
rate of interest permissible under any applicable law at any time.

     

    2.           Maturity.  The
entire balance of principal and accrued interest and other amounts then
outstanding on this Note are due and payable five (5) days after the Maker
receives the Holder’s written demand for payment; provided, however, that Holder
may not make such written demand for payment prior to twelve months from the
Effective Date (such date being referred to herein as the “Maturity
Date”).  Upon the occurrence of an Event of Default (as
hereinafter defined), all unpaid principal and accrued interest on this Note
shall immediately become due.

     

    3.           Application of
Payments.

     

    3.1           Except
as otherwise expressly provided herein, each payment of outstanding principal
amount and interest on this Note shall be applied (i) first to the repayment of
any sums incurred by the Holder for the payment of any expenses in enforcing the
terms of this Note, (ii) then to the payment of interest, and (iii) then to the
reduction of the principal.

     

    3.2           Upon
payment in full of the principal of, and accrued and unpaid interest on, this
Note, this Note shall be marked "Paid in Full" and returned to the
Maker.

     

    4.           Prepayment.  This
Note may be prepaid in part or in full at any time.

     

    5.           Events of
Default. 
The occurrence of any of the following events (each an “Event of Default”)
shall constitute an Event of Default of the Maker: (i) the Maker defaults in the
payment of interest or principal on the Note; (ii) the application for the
appointment of a receiver or custodian for the Maker or the property of the
Maker; (iii) the entry of an order for relief or the filing of a petition by or
against the Maker under the provisions of any bankruptcy or insolvency law; (iv)
any assignment for 

     

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      the
benefit of creditors by or against the Maker; (v) the Maker becomes insolvent;
(vi) the Maker fails or refuses to execute any document or instrument required
pursuant to this Note, or violates any provision of such document or
instrument.

    

     

    6.           Miscellaneous.

     

    6.1           Successors and
Assigns.  Subject to the exceptions specifically set forth in
this Note, the terms and conditions of this Note shall inure to the benefit of
and be binding upon the respective executors, administrators, heirs, successors
and assigns of the parties.

     

    6.2           Titles and
Subtitles.  The titles and subtitles of the Sections of this
Note are used for convenience only and shall not be considered in construing or
interpreting this agreement.

     

    6.3           Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or by
certified mail, postage prepaid with return receipt requested, addressed as
follows:

     

    
      
        	
                If to the Holder to:

                 

                Marc E. Bruner

                Trustee of the Bruner Family
      Trust

                16878 E. Lake Drive

                Centennial,
      Colorado  80016

                Phone:  303-373-5725

              	
                If to the Maker to:

                 

                PetroHunter Energy Corporation

                Attn:  David E.
Brody

                1600 Stout Street, Suite 2000

                Denver,
      Colorado  80202

                Phone:  303-572-8900

                Fax:  720-889-8371

              


      

    

     

    and

    


    Cynthia
L. Gausvik

    Trustee
of the Bruner Family Trust

    c/o
Patton Boggs LLP

    8484
Westpark Drive, Ninth Floor

    McLean,
Virginia  22102

    Phone:
703-744-8040

    Facsimile:
703-744-8001

    


    Either
party hereto may change the above-specified recipient or mailing address by
notice to the other party given in the manner herein prescribed.  All
notices shall be deemed given on the day when actually delivered as provided
above (if delivered personally or by facsimile, provided that any such facsimile
is received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery
service).

     

    6.4           Governing
Law.  The terms of this Note shall be construed in accordance
with the laws of the State of Colorado.  Jurisdiction and venue shall
be exclusively in a state or federal court located in Denver,
Colorado.

     

    6.5           Waiver and
Amendment.  Any term of this Note may be amended, waived or
modified with the written consent of the Maker and the Holder of this
Note.

     

    6.6           Remedies; Attorneys
Fees.  No delay or omission by the Holder in exercising any of
his rights, remedies, powers or privileges hereunder or at law or in equity and
no course of dealing between the Holder and the Maker or any other person shall
be deemed a waiver by the 

     

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    Holder of
any such rights, remedies, powers or privileges, even if such delay or omission
is continuous or repeated, nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise thereof
by the Holder or the exercise of any other right, remedy, power or privilege by
the Holder.  The rights and remedies of the Holder described herein
shall be cumulative and not restrictive of any other rights or remedies
available under any other instrument, at law or in equity.  If an
Event of Default occurs, the Maker agrees to pay, in addition to the principal
and interest payable hereunder, reasonable attorneys’ fees and any other costs
incurred by the Holder in connection with his pursuit of his remedies under this
Note.

     

    IN
WITNESS WHEREOF, the Maker has caused this Note to be signed in its name as of
the Effective Date.

     

    


    MAKER:

    


    PETROHUNTER
ENERGY CORPORATION

    


    


    


    By:  /s/ David E.
Brody                                        


    David E. Brody, Senior Vice President
and

    General Counsel

    


     

     

     

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