EXHIBIT 10.117
PAN-WESTERN PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of April 22, 1997, made by Pan-
Western Energy Corporation LLC, a Cayman Islands exempted company
(the "Pledgor") in favor of Bankers Trust Company, as Trustee (in
such capacity, the "Trustee") for the Holders of the 12-1/2%
Senior Secured Notes due 2004 (the "Senior Secured Notes") of
Panda Global Energy Company (the "Issuer") issued pursuant to the
terms and subject to the conditions of the Trust Indenture dated
as of April 22, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Indenture") between the Issuer
and the Trustee and fully and unconditionally guaranteed by Panda
Global Holdings, Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to the Indenture, the Trustee has agreed
to act on behalf of the Holders of the Senior Secured Notes upon
the terms and subject to the conditions set forth therein; and
WHEREAS, the Pledgor is an indirect Subsidiary of the
Issuer, and substantially all of the proceeds of the Senior
Secured Notes are being loaned to the Pledgor pursuant to the
Issuer Loan Agreement; and
WHEREAS, the Pledgor is the legal and beneficial owner of
the Pledged Notes (as hereinafter defined).
NOW, THEREFORE, in consideration of the premises and to
induce the Trustee to enter into the Indenture and to induce the
Initial Purchaser of the Senior Secured Notes to purchase the
Senior Secured Notes under the Purchase Agreement dated April 11,
1997 (as it may be amended, supplemented or otherwise modified
from time to time, the "Purchase Agreement") with the Issuer, the
Company and Panda Energy International, Inc., the Pledgor hereby
agrees with the Trustee, for the ratable benefit of the Holders
of the Senior Secured Notes, as follows:
1. Defined Terms. (a) Unless otherwise defined herein,
terms defined in the Indenture and used herein shall have the
meanings given to them in the Indenture.
(b) The following terms shall have the following meanings:
"Agreement": this Pledge Agreement, as the same may be
amended, modified or otherwise supplemented from time to time.
"Collateral": the Pledged Notes and all Proceeds and the
Pledged Agreements.
"Collateral Account": any account established to hold money
Proceeds, maintained under the sole dominion and control of the
Trustee, subject to withdrawal by the Trustee for the account of
the Holders of the Senior Secured Notes only as provided in
paragraph 7.
"Obligations": (i) the collective reference to the unpaid
principal, interest and premium, if any (including Liquidated
Damages and Additional Amounts, if any), on the Senior Secured
Notes and all other obligations and liabilities of the Issuer to
the Trustee and the Holders of the Senior Secured Notes
(including, without limitation, interest accruing after the
filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the
Issuer whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or
in connection with the Senior Secured Notes; and
(ii) all obligations and liabilities of the Pledgor which
may arise under or in connection with this Agreement or any other
Transaction Document to which the Pledgor is a party;
in each case, whether on account of reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the
Trustee or counsel to the Initial Purchaser that are required to
be paid by the Pledgor pursuant to the terms of this Agreement or
any other Transaction Document.
"Pledged Agreements": the Shareholder Loan Agreements.
"Pledged Notes": all promissory notes listed on Schedule 1
hereto.
"Proceeds": all "proceeds" as such term is defined in
Section 9-306(1) of the UCC in effect in the State of New York on
the date hereof and, in any event, shall include, without
limitation, all principal, interest and other income from the
Pledged Notes and all collections thereon.
"UCC": the Uniform Commercial UCC from time to time in
effect in the State of New York.
(c) The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement, and section and paragraph references are to this
Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such
terms.
2. Pledge; Grant of Security Interest. The Pledgor hereby
delivers to the Trustee, for the ratable benefit of the Holders
of the Senior Secured Notes, all of the Pledged Notes and hereby
grants to the Trustee, for the ratable benefit of the Holders of
the Senior Secured Notes, a first security interest in the
Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations.
3. Indorsement; Acknowledgment and Consent. Concurrently
with the delivery of each Pledged Note to the Trustee pursuant to
Section 2 of this Agreement:
(a) such Pledged Note shall be indorsed by the Pledgor as
follows:
Pay to the order of Bearer
PAN-WESTERN ENERGY CORPORATION LLC
By: _______________________
Title: ____________________; and
(b) the Pledgor shall deliver to the Trustee an
Acknowledgment and Consent, substantially in the form of
Exhibit A to this Agreement, duly executed by the maker of such
Pledged Note.
4. Payments Under the Pledged Notes. (a) For so long as
the Senior Secured Notes are outstanding and unpaid, the Pledgor
shall cause all payments in respect of the Pledged Notes to be
deposited with the Trustee in accordance with the Indenture. If
the Pledgor shall receive any such payments, the Pledgor shall
hold the same in trust for the Trustee, segregated from other
funds of the Pledgor, and deliver the same forthwith to the
Trustee in the exact form received, duly indorsed by the Pledgor
to the Trustee, if required.
5. Representations and Warranties. The Pledgor represents
and warrants that:
(a) The Pledgor has the corporate power and authority and
the legal right to execute and deliver, to perform its
obligations under, and to grant the security interest in the
Collateral pursuant to, this Agreement and has taken all
necessary corporate action to authorize its execution, delivery
and performance of, and grant of the security interest in the
Collateral pursuant to, this Agreement.
(b) This Agreement constitutes a legal, valid and binding
obligation of the Pledgor, enforceable in accordance with its
terms, and upon delivery to the Trustee of the Pledged Notes, the
security interest created pursuant to this Agreement will
constitute a valid, perfected first priority security interest in
the Collateral, enforceable in accordance with the terms hereof
against all creditors of the Pledgor and any Persons purporting
to purchase any Collateral from the Pledgor, except in each case
as enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.
(c) The execution, delivery and performance of this
Agreement will not violate any provision of any Requirements of
Law or contractual obligation of the Pledgor and will not result
in the creation or imposition of any Lien on any of the
properties or revenues of the Pledgor pursuant to any
Requirements of Law or contractual obligation of the Pledgor,
except the security interest created by this Agreement.
(d) No consent or authorization of, filing with, or other
act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, without
limitation, any stockholder or creditor of the Pledgor), is
required in connection with the execution, delivery, performance,
validity or enforceability of this Agreement.
(e) No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the
knowledge of the Pledgor, threatened by or against the Pledgor or
against any of its properties or revenues with respect to this
Agreement or any of the transactions contemplated hereby.
(f) The Pledgor is the record and beneficial owner of, and
has good and marketable title to, each Pledged Note, free of any
and all Liens or options in favor of, or claims of, any other
Person, except the security interest created by this Agreement.
(g) Each Pledged Note is the legal, valid and enforceable
obligation of the maker thereof, except as enforceability may be
affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.
None of the Pledged Notes is subject to any right of counterclaim
or offset whatsoever.
(h) There exists no default under any Pledged Note. The
principal amount outstanding and the last date to which interest
has been paid under each Pledged Note are as specified on
Schedule 1. There exists no security interest or guarantee that
secures or supports payment of the indebtedness evidenced by any
Pledged Note.
6. Covenants. The Pledgor covenants and agrees with the
Trustee for the benefit of the Holders of the Senior Secured
Notes that except as the Trustee may otherwise consent in
accordance with the terms of the Indenture, from and after the
date of this Agreement until this Agreement is terminated and the
security interests created hereby are released:
(a) The Pledgor will not assign, transfer, or encumber any
of its right, title or interest under, in or to the Collateral.
(b) The Pledgor will not take or omit to take any action,
the taking or the omission of which would result in an alteration
or impairment of the Collateral or the security of this
Agreement.
(c) The Pledgor will not enter into any agreement amending
or supplementing the Collateral.
(d) The Pledgor will not waive or release any obligation of
any party to the Collateral.
(e) Unless directed otherwise by the Trustee, the Pledgor
will exercise promptly and diligently each and every right which
it may have under the Collateral (except the right to release or
cancel).
(f) The Pledgor will not take or omit to take any action or
suffer or permit any action to be omitted or taken, the taking or
omission of which would result in any right of offset against
sums payable under the Collateral.
(g) The Pledgor will give the Trustee copies of all notices
(including notices of default) given or received with respect to
the Collateral, promptly after giving or receiving such notices.
(h) The Pledgor shall maintain the security interest
created by this Agreement as a first, perfected security interest
and shall defend such security interest against claims and
demands of all Persons whomsoever. At any time and from time to
time, upon the written request of the Trustee, and at the sole
expense of the Pledgor, the Pledgor will promptly and duly
execute and deliver such further instruments and documents and
take such further actions as the Trustee reasonably may request
for the purposes of obtaining or preserving the full benefits of
this Agreement and of the rights and powers herein granted. If
any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note or
other instrument, such note or instrument shall be immediately
delivered to the Trustee, duly indorsed in a manner satisfactory
to the Trustee, to be held as Collateral under this Agreement.
(i) The Pledgor shall pay, and save the Trustee and the
Holders of the Senior Secured Notes harmless from, any and all
liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes and any
and all recording and filing fees which may be payable or
determined to be payable with respect to any of the Collateral or
in connection with any of the transactions contemplated by this
Agreement.
7. Remedies. (a) If an Event of Default shall have
occurred and be continuing, at any time at the Trustee's
election, the Trustee may apply all or any part of Proceeds held
in any Collateral Account in payment of the Obligations in such
order as the Trustee may elect. If an Event of Default shall
occur and be continuing, the Trustee shall be entitled to
exercise all rights of the Pledgor under the Pledged Agreements.
(b) If an Event of Default shall occur and be continuing,
the Trustee, on behalf of the Holders of the Senior Secured
Notes, may exercise, in addition to all other rights and remedies
granted in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations,
all rights and remedies of a secured party under the UCC.
Without limiting the generality of the foregoing, the Trustee,
without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor, or any
other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith
sell, assign, give option or options to purchase or otherwise
dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board
or office of the Trustee or any Holder of the Senior Secured
Notes or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit
risk. The Trustee of any Senior Secured Note shall have the
right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Pledgor, which right or
equity is hereby waived or released. The Trustee shall apply any
Proceeds from time to time held by it and the net proceeds of any
such collection, recovery, receipt, appropriation, realization or
sale, after deducting all reasonable costs and expenses of every
kind incurred in respect thereof or incidental to the care or
safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Trustee hereunder, including,
without limitation, reasonable attorneys' fees and disbursements
of counsel to the Trustee, to the payment in whole or in part of
the Obligations, in such order as the Trustee may elect, and only
after such application and after the payment by the Trustee of
any other amount required by any provision of law, including,
without limitation, Section 9-504(1)(c) of the UCC, need the
Trustee account for the surplus, if any, to the Pledgor. To the
extent permitted by applicable law, the Pledgor waives all
claims, damages and demands it may acquire against the Trustee or
any Holder of the Senior Secured Notes arising out of the
exercise by them of any rights hereunder. If any notice of a
proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other
disposition. The Pledgor further waives and agrees not to assert
any rights or privileges which it may acquire under Section 9-112
of the UCC.
8. Powers Coupled with an Interest. All powers,
authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are
released.
9. Duty of Trustee. The Trustee's sole duty with respect
to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as the
Trustee deals with similar securities and property for its own
account, except that the Trustee shall have no obligation to
invest funds held in any Collateral Account and may hold the same
as demand deposits. Neither the Trustee, any Holder of the
Senior Secured Notes nor any of their respective directors,
officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the
Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.
10. Execution of Financing Statements. Pursuant to Section
9-402 of the UCC, the Pledgor authorizes the Trustee to file
financing statements with respect to the Collateral without the
signature of the Pledgor in such form and in such filing offices
as the Trustee reasonably determines appropriate to perfect the
security interests of the Trustee under this Agreement. A
carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any
jurisdiction.
11. Authority of Trustee. The Pledgor acknowledges that
the rights and responsibilities of the Trustee under this
Agreement with respect to any action taken by the Trustee or the
exercise or non-exercise by the Trustee of any option, voting
right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as
between the Trustee and the Holders of the Senior Secured Notes,
be governed by the Indenture and by such other agreements with
respect thereto as may exist from time to time among them, but,
as between the Trustee and the Pledgor, the Trustee shall be
conclusively presumed to be acting as agent for the Holders of
the Senior Secured Notes with full and valid authority so to act
or refrain from acting, and neither the Pledgor nor maker of the
Pledged Notes shall be under any obligation, or entitlement, to
make any inquiry respecting such authority.
12. Notices. All notices, requests and demands to or upon
the Trustee or the Pledgor to be effective shall be in writing
(or by telex, fax or similar electronic transfer confirmed in
writing) and shall be deemed to have been duly given or made
(1) when delivered by hand or (2) if given by mail, when
deposited in the mails by certified mail, return receipt
requested, or (3) if by telex, fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed as
follows:
(a) if to the Trustee, at its address or transmission
number for notices provided in the Recitals to the Indenture; and
(b) if to the Pledgor, at its address or transmission
number for notices set forth under its signature below.
The Trustee and the Pledgor may change their addresses and
transmission numbers for notices by notice in the manner provided
in this Section.
13. Term of Agreement. This Agreement shall remain in full
force and effect and be binding in accordance with and to the
extent of its terms, and the security interest created by this
Agreement shall not be released, until payment in full of the all
the Obligations.
14. Return of Pledged Notes. (a) When this Agreement is
terminated and the security interests created hereby are
released, the Trustee shall return each Pledged Note to the
Pledgor.
(b) Upon payment in full of any Pledged Note and payment of
the Proceeds thereof as provided in this Agreement, the Trustee
shall return such Pledged Note to the Pledgor.
(c) Upon the occurrence of a default or event of default
under any Pledged Note, subject to Section 4 and 7 hereof, the
Trustee shall cooperate reasonably with the Pledgor, at the
expense of the Pledgor, in the exercise of the Pledgor's rights
and remedies under such Pledged Note.
15. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
16. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a
written instrument executed by the Pledgor and the Trustee,
provided that any provision of this Agreement may be waived by
the Trustee on behalf of the Holders of the Senior Secured Notes
in a letter or agreement executed by the Trustee or by telex or
facsimile transmission from the Trustee.
(b) Neither the Trustee nor any Holder of the Senior
Secured Notes shall by any act (except by a written instrument
pursuant to paragraph 16(a) hereof), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on
the part of the Trustee , any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee of any right
or remedy hereunder on any one occasion shall not be construed as
a bar to any right or remedy which the Trustee would otherwise
have on any future occasion.
(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.
17. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in
the interpretation hereof.
18. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Pledgor and shall
inure to the benefit of the Trustee and the Holders of the Senior
Secured Notes and their successors and assigns.
19. Governing Law. This Agreement shall be governed by,
and construed and interpreted in accordance with, the law of the
State of New York.
20. Submission To Jurisdiction; Waivers. The Pledgor
hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement, or for
recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York sitting in the Borough of
Manhattan, the courts of the United States of America for
the Southern District of New York, and appellate courts from
any thereof;
(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may
now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;
(c) designates, appoints and empowers CT Corporation
Systems, at 0000 Xxxxxxxx, Xxx Xxxx, X.X. 00000 as its
authorized agent to receive for and on its behalf service of
any summons, complaint or other legal process in any such
action, suit or proceeding in the State of New York;
(d) agrees that nothing herein shall affect the right
to effect service of process in any other manner permitted
by law or shall limit the right to xxx in any other
jurisdiction; and
(e) waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal
action or proceeding referred to in this paragraph any
special, exemplary, punitive or consequential damages.
21. WAIVERS OF JURY TRIAL. THE PLEDGOR AND, BY ITS
ACCEPTANCE HEREOF, THE TRUSTEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.
IN WITNESS WHEREOF, the undersigned has caused this
Agreement to be duly executed and delivered as of the date first
above written.
PAN-WESTERN ENERGY CORPORATION LLC
By:
Title:
Address:
Pan-Western Energy Corporation LLC
c/x Xxxxxx and Calder
Xxxxxx House
P.O. Box 309
South Church Street
Xxxxxx Town, Grand Cayman
Cayman Islands, British West Indies
With a copy to:
Panda Energy International Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Attn: General Counsel
SCHEDULE 1
to Pledge Agreement
THE PLEDGED NOTES
Principal Amount/
Description of Pledged Notes Interest Payment
Promissory Note dated April Outstanding principal amount:
22, 1997, made by Tangshan $ 17,880,000
Panda Heat and Power Co., Ltd.
to the order of Pan-Western Interest Payments: none
Energy Corporation LLC in the
original principal amount of
$17,880,000.
Promissory Note dated April Outstanding principal amount:
22, 1997, made by Tangshan Pan- $ 17,880,000
Western Heat and Power Co.,
Ltd. to the order of Pan- Interest Payments: none
Western Energy Corporation LLC
in the original principal
amount of $17,880,000.
Promissory Note dated April Outstanding principal amount:
22, 1997, made by Tangshan $ 17,664,000
Cayman Heat and Power Co.,
Ltd. to the order of Pan- Interest Payments: none
Western Energy Corporation LLC
in the original principal
amount of $17,664,000.
Promissory Note dated April Outstanding principal amount:
22, 1997, made by Tangshan Pan- $ 17,829,000
Sino Heat Co., Ltd. to the
order of Pan-Western Energy Interest Payments: none
Corporation LLC in the
original principal amount of
$17,829,000.
EXHIBIT A-1
to Note Pledge Agreement
April 22, 1997
TO: Tangshan Panda Heat and Power Co., Ltd.
Reference is hereby made to the Project Note dated April 22,
1997, (the "Note"), made by you to the order of Pan-Western
Energy Corporation LLC (the "Pledgor") in the original principal
amount of $17,880,000. By Pledge Agreement, dated as of April
22, 1997 (the "Pledge Agreement"), the Pledgor has pledged the
Note to Bankers Trust Company, as Trustee for the Holders of the
Senior Secured Notes pursuant to the Indenture referred to in the
Pledge Agreement (the "Trustee"), to secure payment of the Senior
Secured Notes.
You are hereby directed, until receipt of notice from the
Trustee that the Senior Secured Notes have been paid in full, to
make any and all payments becoming due under the Note directly to
the Trustee, to such account as the Trustee may from time to time
designate by notice to you, without set-off or counterclaim, as
provided in the Note at the Trustee's office specified in the
recitals to the Indenture.
The instructions contained herein are irrevocable and may
not be amended, revoked or otherwise modified without the prior
written consent of the Trustee.
PAN-WESTERN ENERGY CORPORATION LLC
By
Title
EXHIBIT A-2
to Note Pledge Agreement
April 22, 1997
TO: Tangshan Pan-Western Heat and Power Co., Ltd.
Reference is hereby made to the Project Note dated April 22,
1997, (the "Note"), made by you to the order of Pan-Western
Energy Corporation LLC (the "Pledgor") in the original principal
amount of $17,880,000. By Pledge Agreement, dated as of April
22, 1997 (the "Pledge Agreement"), the Pledgor has pledged the
Note to Bankers Trust Company, as Trustee for the Holders of the
Senior Secured Notes pursuant to the Indenture referred to in the
Pledge Agreement (the "Trustee"), to secure payment of the Senior
Secured Notes.
You are hereby directed, until receipt of notice from the
Trustee that the Senior Secured Notes have been paid in full, to
make any and all payments becoming due under the Note directly to
the Trustee, to such account as the Trustee may from time to time
designate by notice to you, without set-off or counterclaim, as
provided in the Note at the Trustee's office specified in the
recitals to the Indenture.
The instructions contained herein are irrevocable and may
not be amended, revoked or otherwise modified without the prior
written consent of the Trustee.
PAN-WESTERN ENERGY CORPORATION LLC
By
Title
EXHIBIT A-3
to Note Pledge Agreement
April 22, 1997
TO: Tangshan Cayman Heat and Power Co., Ltd.
Reference is hereby made to the Project Note dated April 22,
1997, (the "Note"), made by you to the order of Pan-Western
Energy Corporation LLC (the "Pledgor") in the original principal
amount of $17,664,000. By Pledge Agreement, dated as of April
22, 1997 (the "Pledge Agreement"), the Pledgor has pledged the
Note to Bankers Trust Company, as Trustee for the Holders of the
Senior Secured Notes pursuant to the Indenture referred to in the
Pledge Agreement (the "Trustee"), to secure payment of the Senior
Secured Notes.
You are hereby directed, until receipt of notice from the
Trustee that the Senior Secured Notes have been paid in full, to
make any and all payments becoming due under the Note directly to
the Trustee, to such account as the Trustee may from time to time
designate by notice to you, without set-off or counterclaim, as
provided in the Note at the Trustee's office specified in the
recitals to the Indenture.
The instructions contained herein are irrevocable and may
not be amended, revoked or otherwise modified without the prior
written consent of the Trustee.
PAN-WESTERN ENERGY CORPORATION LLC
By
Title
EXHIBIT A-4
to Note Pledge Agreement
April 22, 1997
TO: Tangshan Pan-Sino Heat Co., Ltd.
Reference is hereby made to the Project Note dated April 22,
1997, (the "Note"), made by you to the order of Pan-Western
Energy Corporation LLC (the "Pledgor") in the original principal
amount of $17,664,000. By Pledge Agreement, dated as of April
22, 1997 (the "Pledge Agreement"), the Pledgor has pledged the
Note to Bankers Trust Company, as Trustee for the Holders of the
Senior Secured Notes pursuant to the Indenture referred to in the
Pledge Agreement (the "Trustee"), to secure payment of the Senior
Secured Notes.
You are hereby directed, until receipt of notice from the
Trustee that the Senior Secured Notes have been paid in full, to
make any and all payments becoming due under the Note directly to
the Trustee, to such account as the Trustee may from time to time
designate by notice to you, without set-off or counterclaim, as
provided in the Note at the Trustee's office specified in the
recitals to the Indenture.
The instructions contained herein are irrevocable and may
not be amended, revoked or otherwise modified without the prior
written consent of the Trustee.
PAN-WESTERN ENERGY CORPORATION LLC
By
Title
ACKNOWLEDGEMENT AND AGREEMENT
The undersigned hereby acknowledges receipt of a copy
of the Pledge Agreement described in the foregoing letter and
agrees for the benefit of the Trustee to be bound by the terms of
the Pledge Agreement and to comply with the terms of the
foregoing letter. To the best knowledge of the undersigned, no
representation or warranty of the Pledgor in the Pledge Agreement
is incomplete or incorrect.
[NAME OF MAKER]
By
Title
