Bridge Loan Promissory Note
$8,337,916
September 1, 2005
FOR VALUE
RECEIVED, GRAN TIERRA ENERGY INC., an Alberta corporation
(hereinafter called the "Borrower"), hereby
promises to pay to the order of
GOLDSTRIKE INC., a Nevada corporation
(hereinafter called the "Lender"), c/o
Gottbetter & Partners LLP, 488 Madison
Avenue, 12th Floor, New York, New York
10022, the principal sum of Eight Million
Three Hundred Thirty Seven Thousand
Nine Hundred Sixteen Dollars ($8,337,916)
(the "Commitment"), or so much thereof
as shall have been borrowed by Borrower
during the 120-day period following the
date of this Note as set forth on Schedule
A attached hereto and made a part
hereof, in lawful money of the United
States of America and in immediately
available funds.
1. The
outstanding principal balance of this Note, together with
accrued
and unpaid interest thereon, shall be due
and payable no later than the earlier
of (i) December 30, 2005 and (ii) the date
of closing of the Merger, as
contemplated by the Term Sheet. The date
such repayment is due is sometimes
referred to as the "Due Date." Upon the
closing of the Merger, all indebtedness
evidenced hereby shall be deemed canceled
and paid in full.
2. This
Note shall bear interest at the rate of nine percent (9%) per
annum on the amount of the entire
Commitment, regardless of the actual amount
borrowed by Borrower hereunder as set forth
on Schedule A hereto. Interest shall
be calculated on the basis of a year of
three hundred sixty (360) days applied
to the actual days on which there exists an
unpaid balance under this Note.
3.
Interest only shall be payable monthly in arrears, commencing
thirty
(30) days from the date hereof. Thereafter,
on the first business day of each
month through and including the month in
which the Due Date occurs, Borrower
shall pay monthly installments of interest
only.
4. Upon an
"Event of Default," as defined in the Bridge Loan Agreement
described below, the rate of interest
accruing on the amount of the entire
Commitment of this Note shall increase to
fifteen percent (15%) per annum. Such
default interest rate shall continue until
all defaults are cured.
5. This
Note is subject to the terms of a Bridge Loan and Control Share
Pledge and Security Agreement (the "Bridge
Loan Agreement") of even date
herewith by and between the Borrower and
the Lender. This Note is secured by
collateral pledged by the Borrower and the
Subsidiaries of the Borrower to the
Lender pursuant to a Security Agreement of
even date herewith by and among the
Borrower, the Subsidiaries and the Lender
(the "Security Agreement"), as well as
by the deposit into escrow of the Borrower
Control Shares (as defined in the
Bridge Loan Agreement) pursuant to the
terms of a Pledge and Escrow Agreement of
even date herewith by and among the
Borrower, the Lender and Gottbetter &
Partners LLP, as escrow agent (the "Escrow
Agreement"). All capitalized and
undefined terms herein shall have the
meaning given them in the Bridge Loan
Agreement, the Security Agreement or the
Escrow Agreement.
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6. Upon
the occurrence of an Event of Default under the Bridge Loan
Agreement or the Security Agreement, the
entire principal amount outstanding
hereunder and all accrued interest hereon,
together with all other sums due
hereunder, sha
