exh10-1_note.htm


     

    
      

      

    

     

     

     

    EXHIBIT
      10.1

     

    SUBORDINATED
      UNSECURED PROMISSORY NOTE

    DATED
      SEPTEMBER 21, 2007

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Security has not been registered
      under the Securities Act of 1933 (hereinafter the “1933 Act”) or under
      applicable state securities law (hereinafter the “State Acts”) and may not be
      sold, assigned, pledged, transferred or hypothecated, whether or not for
      consideration, by the holder except upon issuance to the Company of a favorable
      written opinion of Counsel for the Company or upon submission to the Company
      of
      such other evidence as may be satisfactory to counsel to the Company to the
      effect that any such sale, assignment, pledge, transfer or hypothecation will
      not be in violation of the 1933 Act or the State Acts.

    


    


    PETROHUNTER
      ENERGY CORPORATION

    


    Subordinated
      Unsecured Promissory
      Note

    


    September
      21, 2007

    


    US$25,000.00                                                                                                                                   
      Denver, Colorado

    


    FOR
      VALUE RECEIVED, PetroHunter
      Energy Corporation, a Maryland corporation (hereinafter the
“Company”) promises to pay to the order of Bruner Family Trust
      UTD March 28, 2005 (hereinafter the “Holder”), the principal sum
      of Twenty Five Thousand Dollars ($25,000.00), together with interest at the
      rate
      of eight percent (8%) per annum (hereinafter “Interest”), such principal
      and Interest to be payable ON THE LATER OF, (i) the date upon which all of
      the
      Senior Indebtedness (as defined herein) has been indefeasibly paid in full,
      and
      (ii) ninety (90) days from the date hereof, in each case, in lawful money of
      the
      United States of America, subject, however, to the restrictions contained in
      Section 1 hereof.  Holder shall advance the principal amount of this
      Note to the Company in one or more advances and interest shall accrue from
      the
      date of each such advance.

    


    1.
      SUBORDINATION

    


    1.1.                      The
      Company covenants and agrees, and Holder of this Note, by acceptance hereof,
      covenants and agrees, that the payment of the principal of and interest on
      this
      Note is expressly subordinated, only to the extent and in the manner hereinafter
      set forth, in right of payment of the principal of and interest on all Senior
      Indebtedness (as hereinafter defined) of the Company.  “Senior
      Indebtedness,” for the purposes hereof, shall mean all present and future
      debts and obligations of the Company of any kind, secured or unsecured, due
      or
      to become due, direct or indirect, jointly or independently owed by the Company
      to Global Project Finance AG pursuant to Credit and Security Agreements dated
      January 9, 2007 and May 21, 2007.

    


    1.2.                      So
      long as any Senior Indebtedness is outstanding, no payment of the principal
      of
      or interest on this Note shall be made and no property or assets of the Company
      shall be applied to the purchase or other acquisition by the Company of this
      Note if, at the time thereof or immediately after giving effect thereto, there
      shall exist under the Senior Indebtedness or under any agreement pursuant to
      which Senior Indebtedness shall have been incurred any event of default which
      shall not have been waived or cured as provided under the terms of any such
      agreement.


    
      
        
          PetroHunter
            Energy Corporation Subordinated Promissory Note -
            Page 1 of 5
    

         

      

      
         

        
          

        

      

      
         

      

    


    


    1.3.                      In
      the event of any dissolution, winding up (other than a merger or share
      exchange), liquidation or reorganization of the Company (in bankruptcy,
      insolvency or receivership proceedings or upon an assignment for the benefit
      of
      creditors or any other marshalling of the assets and liabilities of the Company
      or otherwise) or in the event of any default in the payment of any Senior
      Indebtedness as to which default the Holder thereof shall have given the Company
      notice (hereinafter a “proceeding”), then all principal of, premium and
      interest on, the Senior Indebtedness shall first be paid in full before the
      Holder of this Note shall be entitled to receive any payment or distribution
      in
      respect of the principal of or interest on this Note (other than a distribution
      of securities the right to payment of which is, at least to the same extent
      as
      the right to payment of this Note, subordinated to the prior payment or
      provision for payment in full of all Senior Indebtedness then outstanding).
      In
      any such proceeding, any payment or distribution of any kind or character,
      whether in cash, securities or other property, to which the Holder of this
      Note
      would be entitled if this Note were not so subordinated to the Senior
      Indebtedness shall be paid by the liquidating trustee, agent or other person
      making such payment to the holder(s) of the Senior Indebtedness for application
      to the payment of the Senior Indebtedness remaining unpaid until such Senior
      Indebtedness shall have been paid in full, after giving effect to any concurrent
      payment or distribution to the holder(s) of the Senior Indebtedness. To the
      extent that the holder(s) of Senior Indebtedness have received payments which,
      but for the provisions of this Section 1, would have been paid to the Holder
      of
      this Note, then, upon payment in full of the Senior Indebtedness, the Holder
      of
      this Note shall be subrogated to the rights of the holder(s) of the Senior
      Indebtedness to receive payments of distributions of cash, property or
      securities of the Company applicable to the Senior Indebtedness until the
      principal of and interest on this Note shall be paid in full. For purposes
      of
      such subrogation, no such payments or distributions to the holder(s) of the
      Senior Indebtedness, which, but for the provisions hereof, would have been
      payable or distributable to the Holder of this Note, shall, as between the
      Company, its creditors (other than the holder(s) of the Senior Indebtedness)
      and
      the Holder of this Note, be deemed to be a payment by the Company to or on
      account of this Note.

    


    1.4.                      Holder
      of this Note, by acceptance hereof, covenants and agrees that such Holder will
      not accept or receive, nor authorize any other person to accept or receive,
      for
      the benefit of such Holder, any payment of principal of or interest on this
      Note
      which such Holder is not entitled to receive or retain under any of the
      provisions of this Note.  In the event that the Holder of this Note
      shall receive any such payment or distribution which such Holder is not entitled
      to retain under any of the foregoing subordination provisions, such Holder
      will
      hold any amount so received in trust for the holder(s) of the Senior
      Indebtedness and will forthwith turn over such payment or distribution (without
      liability for interest thereon) to the holder(s) of Senior Indebtedness in
      the
      form received to be applied to the Senior Indebtedness.

    


    1.5.                      The
      holder(s) of any Senior Indebtedness may, at any time and from time to time,
      without the consent of or notice to the Holder of this Note, without incurring
      responsibility to the Holder of this Note and without impairing or releasing
      the
      obligations of the Holder of this Note to the holder(s) of the Senior
      Indebtedness, change or extend the time of payment of, or renew or alter, any
      Senior Indebtedness, or otherwise amend in any manner any agreement pursuant
      to
      which Senior Indebtedness shall have been issued and exercise or refrain from
      exercising any rights against the Company and any other person.


    
      
        PetroHunter
          Energy Corporation Subordinated Promissory Note -
          Page 2 of 5      

         

      

      
         

        
          

        

      

      
         

      

    


    


    1.6.                      No
      holder of Senior Indebtedness shall be prejudiced in its right to enforce
      subordination of this Note by any act or failure to act by the Company or any
      other person in the custody of the assets or property of the
      Company.

    


    1.7.                      The
      provisions of this Section 1 regarding subordination are solely for the purpose
      of defining the relative rights of the holder(s) of Senior Indebtedness on
      the
      one hand and the rights of the Holder of this Note on the other hand, and none
      of such provisions shall impair, as between the Company and the Holder of this
      Note, the obligation of the Company, which is unconditional and absolute, to
      pay
      to the Holder of this Note the principal of and interest on this Note in
      accordance with its terms, and no such provisions shall prevent the Holder
      of
      this Note from exercising all remedies otherwise permitted by applicable
      law.

    


    2.
      EVENTS OF DEFAULT.

    


    If
      one or more of the following events
      (hereinafter “events of default”) shall occur:

    


    (a)
      default in the payment of any
      principal of or interest on this Note and the continuation of such default
      for a
      period of 10 days;

    


    (b)
      breach of any covenant contained in
      this Note and the continuation of such breach for a period of 30 days or more
      after written notice thereof;

    


    (c)
      the Company or any of its
      subsidiaries files or is served with any petition for relief under the
      Bankruptcy Code or any similar federal or state statute (the “Code”) or
      the entry by a court of competent jurisdiction of a decree or order adjudging
      the company or the subsidiary, as the case may be, a bankrupt or insolvent
      or
      approving as properly filed a petition seeking reorganization, arrangement,
      adjustment or composition of or in respect of the Company or the subsidiary
      under the Code or appointing a receiver, trustee or other similar official
      of
      the Company or the subsidiary or all or substantially all of its assets or
      the
      subsidiary’s assets, or ordering the winding up or liquidation of its affairs or
      the subsidiary’s affairs, and the continuation of such decree or order unstayed
      and in effect for a period of 60 consecutive days;

    


    (d)
      the institution by the Company or
      any of its subsidiaries or the consent to the institution by the Company or
      its
      subsidiary of proceedings to adjudicate the Company or its subsidiary a bankrupt
      or insolvent or the filing or consent by the Company or its subsidiary to the
      filing of a petition or answer seeking reorganization or relief under the Code,
      the consent by the Company or its subsidiary to the appointment of a receiver,
      trustee or other similar official of the Company or its subsidiary or of any
      substantial part of its property of its subsidiary’s property, an assignment by
      the Company or its subsidiary for the benefit of creditors or the admission
      by
      the Company or its subsidiary in writing of its inability to pay its debts
      generally as they become due; or

    


    (e)
      a default by the Company in any of
      its obligations under any other promissory note or any mortgage, credit
      agreement or other facility, indenture agreement, factoring agreement or other
      instrument under which there may be issued, or by which there may
      be


    
      
        
          PetroHunter
            Energy Corporation Subordinated Promissory Note - Page 3 of
            5    

        

         

      

      
         

        
          

        

      

      
         

      

    


    secured
      or evidenced any indebtedness for borrowed money or money due under any long
      term leasing or factoring arrangement of the Company in an amount exceeding
      $100,000, whether such indebtedness now exists or shall hereafter be created
      and
      such default shall result in such indebtedness becoming or being declared due
      and payable prior to the date on which it would otherwise become due and
      payable;

    


    then,
      subject to the terms, provisions and restrictions contained in Section 1 hereof,
      the Holder of this Note may, by written notice to the Company, declare the
      entire unpaid principal of and accrued and unpaid Interest on this Note to
      be
      due and payable and, upon such declaration, the same shall become due and
      payable forthwith without further demand or notice, the payment on such
      declaration, however, being subject to the subordination provisions of this
      Note.

    


    3.
      MISCELLANEOUS.

    


    3.1.                      All
      powers and remedies given by this Note to the Holder hereof shall, to the extent
      permitted by law, be deemed cumulative and not exclusive of any other power
      or
      remedy or of any other powers and remedies available to the Holder hereof,
      by
      judicial proceedings or otherwise, to enforce the performance or observance
      of
      the covenants and agreements contained in this Note.  No delay or
      omission of the Holder hereof to exercise any right or power accruing upon
      any
      default occurring and continuing as aforesaid shall impair any such right or
      power or shall be construed to be a waiver of any such default or any
      acquiescence therein.  Every power and remedy given by this Note or by
      law to the Holder hereof may be exercised from time to time, and as often as
      shall be deemed expedient, by the Holder hereof, all subject, as hereinabove
      provided, to the payment of the principal of and the interest on this Note
      being
      expressly subordinated in right of payment to the prior payment in full of
      all
      Senior Indebtedness.

    


    3.2.                      In
      addition to the payments provided for above, subject to the terms, provisions
      and restrictions contained in Section 1 hereof, the Company agrees to pay all
      expenses incurred, including reasonable attorneys’ fees, if this Note is placed
      in the hands of an attorney for collection or if it is collected through
      bankruptcy or other judicial proceedings.

    


    3.3.                      The
      Company, to the extent permitted by law, waives notice, demand, presentment
      for
      payment, protest, the filing of suit or the taking of any other action by any
      Holder hereof for the purpose of fixing its liability hereon.

    


    3.4.                      This
      Note has been executed and delivered in and shall be governed by and construed
      in accordance with the laws of the State of Colorado.

    



    
      
        
          PetroHunter
            Energy Corporation Subordinated Promissory Note - Page 4 of
            5    

        

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has
      executed this Note under seal on the day and year first above
      written.

    


    
      	 	PETROHUNTER
              ENERGY
              CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 


    

    


     

     

     

     

     

     

     

     

     

     

     

     

    PetroHunter Energy Corporation Subordinated Promissory
      Note -
      Page 5 of 5