EXHIBIT 10.112
ISSUER NOTE
US$ 114,271,288.00 New York, New York
April 22, 1997
FOR VALUE RECEIVED, the undersigned, PAN-WESTERN ENERGY
CORPORATION LLC, a company with limited liability organized under
the laws of the Cayman Islands (the "Borrower"), hereby
unconditionally promises to pay to the order of PANDA GLOBAL
ENERGY COMPANY, a company with limited liability organized under
the laws of the Cayman Islands (the "Lender"), by transfer to
such account as the Lender may designate by written notice to the
Borrower, in lawful money of the United States of America and in
immediately available funds, the principal amount of ONE HUNDRED
FOURTEEN MILLION TWO HUNDRED SEVENTY-ONE THOUSAND TWO HUNDRED
EIGHTY-EIGHT DOLLARS ($114,271,288), or, if less, the unpaid
principal amount of the Loans made by the Lender pursuant to the
Issuer Loan Agreement, as hereinafter defined. The principal
amount shall be paid in the amounts and on the dates specified in
the Issuer Loan Agreement. The Borrower further agrees to pay
interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding at the rates and on
the dates specified in the Issuer Loan Agreement.
The holder of this Note is authorized to endorse on the
schedule annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a
part hereof the date and amount of the Loans and the date and
amount of each payment or prepayment of principal with respect
thereto. Each such endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed. The
failure to make any such endorsement shall not affect the
obligations of the Borrower in respect of such Loans.
This Note (a) is the Issuer Note referred to in the Issuer
Loan Agreement dated as of April 22, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Issuer
Loan Agreement"), between the Borrower and the Lender, (b) is
subject to the provisions of the Issuer Loan Agreement and (c) is
subject to optional and mandatory prepayment in whole or in part
as provided in the Issuer Loan Agreement.
Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable,
all as provided in the Issuer Loan Agreement.
All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all
other notices of any kind.
Unless otherwise defined herein, terms defined in the Issuer
Loan Agreement and used herein shall have the meanings given to
them in the Issuer Loan Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE CAYMAN ISLANDS.
PAN-WESTERN ENERGY CORPORATION LLC
By:
Name:
Title:
