Exhibit 10.5
PROMISSORY NOTE
$4,321,200.00
February
27, 2009
FOR VALUE
RECEIVED, ECCO Energy Corp. (the " Borrower "),
HEREBY PROMISE TO PAY to the order of Samurai Corp. (the “
Lender ”), the principal balance of FOUR
MILLION THREE HUNDRED TWENTY ONE THOUSAND TWO HUNDRED DOLLARS and
NO CENTS ($4,321,200.00), together with unpaid interest, in the
manner provided below. Interest shall be calculated on
the basis of a year of 365 or 366 days, as applicable, and charged
for the actual number of days elapsed.
1.
Lump Sum Payment . The principal of this Note,
together with accrued and unpaid interest, shall be due and payable
in one lump sum payment due on January 1, 2015.
2.
Interest. Borrower will pay interest on
the outstanding balance of this Note at an annual rate of six
percent (6%) to be paid monthly in the amount of $ 21,605 on the
first day of each month.
3.
Default . The occurrence of any of the following
events shall constitute default under this Note, and the Lender, at
his option, exercise any or all rights, powers and remedies
afforded under the Note and by law, including the right to declare
the unpaid balance of principal and accrued interest on this Note
at once mature and payable:
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any part of the
Note is not paid when due, whether by lapse of time or acceleration
or otherwise.
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any action,
suit or proceeding shall be commenced against or affecting
Borrower, at law or in equity, or before any governmental
authority, which in Lender's judgment, impairs or would impair
Lender's ability to collect the Note when due or the enforceability
of this Note.
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Borrower shall
be in default under or in violation of any law, statute, ordinance,
decree, requirement, order, judgment, rule or regulation (or
interpretation of any of them) of the United States of America, any
State of the United States of America or any political subdivision
of any of them, or of any agency, department, commission, board,
bureau or court or other tribunal having jurisdiction over any such
party or any such party's property.
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No Delay. No delay or omission of Lender or any
other holder hereof to exercise any power, right or remedy accruing
to Lender or any other holder hereof shall impair any such power,
right or remedy or shall be construed to be a waiver of the right
to exercise any such power, right or remedy. Lender's
right to accelerate this Note for any late payment or
Borrower’s failure to timely fulfill its other obligations
hereunder shall not be waived or de
