PROMISSORY NOTE DUE DEC 31, 2008






Exhibit 10.1




PROMISSORY NOTE




THIS PROMISSORY NOTE is made as of the 11th day of July, 2008
by Ivanhoe Energy Inc. (“Ivanhoe”), a
company duly incorporated under the laws of the Yukon Territory, in favour of Talisman Energy
Canada, an Alberta general partnership (“Talisman”).



FOR VALUE RECEIVED, Ivanhoe hereby acknowledges itself indebted
to Talisman and promises to pay to
Talisman, its successors and permitted assigns, the principal amount of TWELVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($12,500,000) (the “Principal Amount”) on December 31, 2008 (the “Maturity Date”),
provided that upon the occurrence of an Event of Default (as such term is defined in the Fixed and
Floating Charge Debenture (the “Debenture”) of even date granted by Ivanhoe to Talisman) the
Principal Amount and any interest accrued thereon shall be payable on demand in accordance with
Article 9 of the Debenture and in the manner provided for herein.



All references in this Promissory Note to $ or dollars means lawful currency of Canada.



Ivanhoe hereby promises to pay to Talisman interest on the unpaid portion of the Principal Amount
at the Prime Rate plus two per cent (2%) per annum, calculated daily and not compounded, such
interest to be payable on the earlier of the Maturity Date or upon demand in accordance with this
Promissory Note; and if Ivanhoe should at any time default in the payment of any Principal Amount
or any interest thereon, Ivanhoe shall pay interest on the amount in default both before and after
demand, default and/or judgment at the Prime Rate plus two per cent (2%) per annum, calculated and
compounded daily until each such amount is paid in full.



All or a portion of any outstanding Principal Amount and any and all interest earned thereon, may
be prepaid at any time without notice, bonus or penalty.



For purposes of this Promissory Note, “Prime Rate” means the rate of interest expressed as a rate
per annum that the main branch of Royal Bank of Canada uses as a reference rate for calculating
interest on dollar denominated commercial demand loans made by such bank in Canada and that it
refers to as its “prime rate”. The interest rate payable hereunder shall vary automatically
without notice to any interested party hereto whenever there is a variation in such rate.



This Promissory Note and all rights hereunder are not transferable by the holder thereof except
with the written consent of Ivanhoe, which consent shall not be unreasonably withheld, provided
that this Promissory Note and all rights hereunder may be assigned to Talisman Energy Inc. or any
of its direct or indirect wholly owned subsidiaries.



This Promissory Note shall be governed by and construed in accordance with the laws of the Province
of Alberta and the laws of Canada applicable therein.



In the event that any day on which any action is required to be taken hereunder is not a Business
Day, then such action shall be required to be taken on or before 5:00 p.m. (Calgary Time) on the
next succeeding day that is a Business Day. For purposes of this Promissory Note, a “Business Day”
is a day on which Canadian chartered banks are open for banking business in the City of Calgary.



 









 





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The payment of Principal and any interest accrued thereon shall be made by bank wire pursuant to
wire transfer instructions provided by Talisman, unless Ivanhoe is otherwise notified by Talisman.



Ivanhoe hereby waives grace, demand, presentment for payment, notice of dishonour or default,
protest and diligence in collecting.



Each of the provisions contained in this Promissory Note is distinct and severable and a
declaration of invalidity or unenforceability of any such provision by a court of competent
jurisdiction shall not affect the validity or enforceability of any other provision hereof.



IN WITNESS WHEREOF Ivanhoe makes and delivers this Promissory Note as of the date first above
written.



IVANHOE ENERGY INC.




Per: 
/s/ “Ian S. Barnett”
 



Authorized Signatory