EXHIBIT 10.01 PIC LOAN AGREEMENT by and between PANDA FUNDING CORPORATION, as LenderLoan Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
THIS FACILITY LEASE AND THE FACILITY COVERED HEREBY HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A LIEN AND SECURITY INTEREST IN FAVOR OF FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE UNDER THE TRUST INDENTURE DATED AS OF THE DATE HEREOF...Lease • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • Maryland
As of December 18, 1996 EQUITY LOAN FACILITY LETTER AGREEMENT Panda Brandywine Corporation 4100 Spring Valley Suite 1001 Dallas, Texas 75244 Panda Energy Corporation (a Delaware corporation) 4100 Spring Valley Suite 1001 Dallas, Texas 75244 Ladies and...Letter Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • New York
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
EXHIBIT 10.55 SERVICE AGREEMENT THIS AGREEMENT entered into this 26th day of July, 1996, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and PANDA-ROSEMARY, L.P., a...Service Agreement • October 18th, 1996 • Panda Interfunding Corp
EXHIBIT 10.06 SECURITY AGREEMENT Between PANDA CAYMAN INTERFUNDING COMPANY, as DebtorSecurity Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
EXHIBIT 10.46 ASSIGNMENT AGREEMENTAssignment Agreement • October 18th, 1996 • Panda Interfunding Corp
EXHIBIT 10.32 AMENDMENT NO. 2 dated as of July 31, 1996 (the "Amendment") to the Stock Pledge Agreement referred to below between PANDA INTERHOLDING CORPORATION, a Delaware corporation ("Panda"), PANDA ENERGY CORPORATION, a Texas corporation ("PEC"),...Panda Interfunding Corp • October 18th, 1996 • New York
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
between FLEET NATIONAL BANK (not in its individual capacity but solely as Owner Trustee), as Sublessor and PANDA-BRANDYWINE, L.P., as SublesseePanda Interfunding Corp • January 14th, 1997 • Electric, gas & sanitary services • Maryland
ByGuaranty 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
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 TRUSTEEFirst Supplemental 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
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 10.04 SECURITY AGREEMENT Between PANDA INTERFUNDING CORPORATIONSecurity Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
PEPCOConsent and Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • New York
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...Panda Interfunding Corp • October 18th, 1996 • New York
EXHIBIT 10.61 POWER PURCHASE AGREEMENTPower Purchase Agreement • October 18th, 1996 • Panda Interfunding Corp • Maryland
EXHIBIT 10.29 AMENDED AND RESTATED DEED OF TRUST AND SECURITY AGREEMENTTrust and Security Agreement • January 14th, 1997 • Panda Interfunding Corp • Electric, gas & sanitary services • Maryland
amongCollateral Agency 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 1Transportation Agreement • October 18th, 1996 • Panda Interfunding Corp • Kentucky
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
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 4.08 SUBROGATION AND CONTRIBUTION AGREEMENTSubrogation and Contribution Agreement • October 18th, 1996 • Panda Interfunding Corp • New York
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
EXHIBIT 10.42 GAS PURCHASE CONTRACT BETWEEN PANDA-ROSEMARY CORPORATION AND NATURAL GAS CLEARINGHOUSEGas Purchase Contract • October 18th, 1996 • Panda Interfunding Corp • Texas
PARENT GUARANTYParent Guaranty • October 18th, 1996 • Panda Interfunding Corp • New York
DEED OF TRUST AND SECURITY AGREEMENT by PANDA-BRANDYWINE, L.P., Grantor CHICAGO TITLE INSURANCE COMPANY, Trustee for the use and benefit of SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, as Security Agent, Beneficiary __________________________ Dated...Panda Interfunding Corp • October 18th, 1996 • Maryland
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...Panda Interfunding Corp • October 18th, 1996 • 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
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
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 10.43 AMENDMENT OF GAS PURCHASE CONTRACT WHEREAS, Panda-Rosemary Corporation, a Delaware corporation and Natural Gas Clearinghouse, a Colorado general partnership ("Seller") entered into a certain Gas Purchase Contract dated April 12, 1990,...Panda Interfunding Corp • October 18th, 1996
