Exhibit
10.2
PROMISSORY NOTE
FOR VALUE
RECEIVED, Trilliant Exploration Corp., (hereinafter called
"Borrower"), hereby promises to pay to Compania Minera del Pacifico
Noreste S.A.., (the "Holder") or its registered assigns or
successors in interest or order, without demand, the principal sum
of Three Million Six Hundred Thousand U.S. Dollars
($3,600,000) (the "Principal Amount"), together with interest as
set forth herein, according to the payment Schedule set forth
herein.
This Note (the
“Note”, also the “Agreement”) has been
entered into pursuant to the terms of a Share Transfer Agreement
between the Borrower, the Holder and Compania Muluncaygold Corp,
S.A. dated March 30, 2009 (the "Share Transfer
Agreement"). Unless otherwise separately defined
herein, all capitalized terms used in this Note shall have the same
meaning as is set forth in the Share Transfer Agreement. The
following terms shall apply to this Note:
ARTICLE I
INTEREST
1.1.
INTEREST RATE. Interest on the outstanding Principal Amount shall
accrue at a rate of Four and One Half Percent (4.5%) per annum (the
"Interest Rate") and shall be compounded
quarterly. The principal amount of this Note
together with all unpaid interest shall be payable in
installments. Each installment shall be due on the date
(“each a “Maturity Date”) as set forth in Section
2.1 herein.
ARTICLE II
REPAYMENT / REDEMPTION
2.1
REPAYMENT / REPAYMENT SCHEDULE. Repayment of the
Principal Amount and interest thereon shall begin only upon
Compania Ecuadorgold Corp SA (or their successors or assigns)
reaching production of 400 tons per day in their operations of the
Assets, using 26 day average in 30 day calendar month (the
“Minimum Operations”). Beginning 30 days
from the date of first reaching Minimum Operations, Borrower shall
make four (4) quarterly payments to the Holder in the minimum
amount of Two Hundred Thousand Dollars ($200,000)
each. After making the first four (4) quarterly
payments, the Borrower shall continue to make quarterly payments in
the minimum amount of Three Hundred Thousand Dollars ($300,000)
each until all principal and interest is fully paid.
2.2 REDEMPTION
OF PRINCIPAL AMOUNT. During the Loan Period, the Borrower will have
the option of repaying the outstanding Principal Amount of this
Note, in whole or in part, before any Maturity Date, by paying to
the Holder a sum of money equal the Principal Amount, together with
accrued but unpaid interest thereon and any and all other sums due,
accrued or payable to the Holder arising under this Note through
the Redemption Payment Date as defined below (the "Redemption
Amount"). Borrower's election to exercise its right to prepay must
be by notice in writing ("Notice of Redemption"). The
Notice of Redemption shall specify the date for such Optional
Redemption (the "Redemption Payment Date"), which date shall be no
more than thirty (30) business days after the date of the Notice of
Redemption (the "Redemption Period").
ARTICLE III
EVENTS OF DEFAULT
The occurrence of
any of the following events of default ("Event of Default") shall,
at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, u
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