EXHIBIT 10.01 PIC LOAN AGREEMENT by and between PANDA FUNDING CORPORATION, as LenderLoan Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
WITNESSETH WHEREAS, pursuant to Order Nos. 636, issued by the Federal Energy Regulatory Commission (Commission) and Seller's procedures set forth on page 7 of Seller's August 4, 1993 Order No. 636 Compliance Filing in Docket No. RS92-86, Buyer and...Service Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services
EXHIBIT 10.60 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT is executed as of this 6th day of January, 1992 by and between Panda Energy Corporation, a Texas Corporation, (the "Assignor") and Panda- Rosemary Corporation,...Assignment and Assumption Agreement • October 18th, 1996 • Panda Interfunding Corp
PARENT GUARANTYGuaranty • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.06 SECURITY AGREEMENT Between PANDA CAYMAN INTERFUNDING COMPANY, as DebtorSecurity Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.74 $105,525,000 Panda Funding Corporation 11-5/8% Pooled Project Bonds, Series A due 2012 PURCHASE AGREEMENTPurchase Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.46 ASSIGNMENT AGREEMENTAssignment Agreement • October 18th, 1996 • Panda Interfunding Corp
STOCK PLEDGE AGREEMENT (Panda Interfunding Corporation Stock) Between and BANKERS TRUST COMPANY, as Collateral Agent Dated as of July 31, 1996Stock Pledge Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 3l, 1996 to TRUST INDENTURE dated as of July 31, 1996 among PANDA FUNDING CORPORATION, PANDA INTERFUNDING CORPORATION and BANKERS TRUST COMPANY, AS TRUSTEESupplemental Indenture • October 18th, 1996 • Panda Interfunding Corp • New York
AMENDED AND RESTATED TRUST AGREEMENT dated as of December 18, 1996 between GENERAL ELECTRIC CAPITAL CORPORATION, as Owner Participant and FLEET NATIONAL BANK, as Owner TrusteeTrust Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services
W I T N E S S E T H : WHEREAS, Panda-Brandywine, L.P. ( the "Partnership" ), Panda Brandywine Corporation and General Electric Capital Corporation ("GE Capital" ) have entered into the Construction Loan Agreement and Lease Commitment, dated as of the...Security Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.04 SECURITY AGREEMENT Between PANDA INTERFUNDING CORPORATIONSecurity Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.61 POWER PURCHASE AGREEMENTPower Purchase Agreement • October 18th, 1996 • Panda Interfunding Corp • Maryland
EXHIBIT 4.06 _________________________________________________________________ 11-5/8% POOLED PROJECT BONDS, SERIES A DUE 2012 REGISTRATlON RIGHTS AGREEMENT Dated July 3 1, 1996 by and among PANDA FUNDING CORPORATION PANDA INTERFUNDING CORPORATION and...Registration Rights Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.57 GAS TRANSPORTATION AGREEMENT BETWEEN TEXAS GAS TRANSMISSION CORPORATION AND PANDA-ROSEMARY,L.P. DATED AUGUST 1, 1996 INDEX PAGE NO. ARTICLE I Definitions 1Gas Transportation Agreement • October 18th, 1996 • Panda Interfunding Corp • Kentucky
PEPCOConsent and Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • New York
EXHIBIT 10.29 AMENDED AND RESTATED DEED OF TRUST AND SECURITY AGREEMENTDeed of Trust and Security Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • Maryland
NOTELoan Agreement • October 18th, 1996 • Panda Interfunding Corp
This Note is the Note referred to in the Construction Loan Agreement and Lease Commitment dated as of March 30, 1995 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), between the Borrower, Panda Brandywine Corporation and GE Capital, (b) is subject to the provisions of the Loan Agreement and (c) is subject to mandatory prepayment in whole or in part as provided in the Loan Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Loan Agreement.
EXHIBIT 10.13 COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of July 31, 1996 among PANDA-ROSEMARY FUNDING CORPORATION, PANDA-ROSEMARY, L.P., THE L/C ISSUER, THE TRUSTEE UNDER THE TRUST INDENTURE, THE DEPOSITARY AGENT, THE COLLATERAL AGENT,...Collateral Agency and Intercreditor Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
amongCollateral Agency Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
GAS SALES AGREEMENT between COGEN DEVELOPMENT COMPANY as Seller and PANDA- BRANDYWINE, L.P. as Buyer Any person receiving a copy of this Agreement, is subject to and agrees to be bound by the provisions of Section 19.5 hereof regarding the...Gas Sales Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • Maryland
EXHIBIT 10.42 GAS PURCHASE CONTRACT BETWEEN PANDA-ROSEMARY CORPORATION AND NATURAL GAS CLEARINGHOUSEGas Purchase Contract • October 18th, 1996 • Panda Interfunding Corp • Texas
AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT dated as of December 18, 1996 among PANDA-BRANDYWINE, L.P., as Lessee, PANDA BRANDYWINE CORPORATION, as General Partner, GENERAL ELECTRIC CAPITAL CORPORATION, as LOC Issuer and Owner Participant, FLEET...Security Deposit Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • New York
ByGuaranty Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
DEPOSIT AND DISBURSEMENT AGREEMENT among PANDA-ROSEMARY FUNDING CORPORATION, PANDA-ROSEMARY, L.P., FLEET NATIONAL BANK, as Collateral Agent and FLEET NATIONAL BANK, as Depositary Agent Dated as of July 31, 1996Deposit and Disbursement Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 4.04 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR...Bond Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWINGS SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (I) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS BOND IN AN OFFSHORE TRANSACTION, (II) AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS BOND RESELL OR OTHERWISE TRANSFER THIS BOND EXCEPT (A) TO PANDA FUNDING, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES AC
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this 6th day of January, 1992, by and between Panda-Rosemary Corporation, a Delaware corporation (the "Corporation") and Panda-Rosemary, L.P., a Delaware limited partnership...Bill of Sale and Assignment and Assumption Agreement • October 18th, 1996 • Panda Interfunding Corp
SECURITY AGREEMENT Dated July 31, 1996 by PANDA-ROSEMARY, L.P. to FLEET NATIONAL BANK, as Collateral Agent SECURITY AGREEMENT This SECURITY AGREEMENT, dated July 31, 1996, is made by PANDA-ROSEMARY, L.P., a Delaware limited partnership (the...Security Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
STOCK PLEDGE AND SECURITY AGREEMENT This STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated July 31, 1996, is made by PANDA- ROSEMARY, L.P., a Delaware limited partnership (together with its successors and assigns, the "Pledgor"), to FLEET...Stock Pledge and Security Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
W I T N E S S E T H : WHEREAS, (a) the Partnership desires that GE Capital (i) provide construction financing for the Project hereinafter referred to, (ii) issue the Letters of Credit as collateral security for certain obligations of the Partnership...Construction Loan Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.24.2 PANDA-BRANDYWINE, L.P. LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of December 18, 1996 GENERAL ELECTRIC CAPITAL CORPORATION (230 MW Natural Gas-Fired Qualifying Cogeneration Facility located in Brandywine, Maryland) TABLE OF...Letter of Credit Reimbursement Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • New York
AMENDED AND RESTATED SITE LEASESite Lease • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services
EXHIBIT 4.08 SUBROGATION AND CONTRIBUTION AGREEMENTSubrogation and Contribution Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
FIRST AMENDMENT TO REAL PROPERTY LEASE AND EASEMENT AGREEMENTReal Property Lease and Easement Agreement • October 18th, 1996 • Panda Interfunding Corp
PRINCIPAL AMOUNT FINAL MATURITY DATE ISSUE DATE INTEREST RATE $ AUGUST 20, 2012 11-5/8%Global Bond Agreement • October 18th, 1996 • Panda Interfunding Corp
[If a Global Bond - THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS BOND IS NOT EXCHANGEABLE FOR BONDS REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS BOND (OTHER THAN A TRANSFER OF THIS BOND AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
