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 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 ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
BANKERS TRUST COMPANY, AS TRUSTEE, OR A SUCCESSOR TRUSTEE, A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS BOND (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE
THE UNITED STATES TO FOREIGN PURCHASERS IN OFFSHORE TRANSACTIONS
MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
(F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (III) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS BOND IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS BOND WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE
BOND, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THE CERTIFICATE TO BANKERS TRUST COMPANY, AS SECURITY REGISTRAR.
IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
PANDA FUNDING CORPORATION AND BANKERS TRUST COMPANY, AS SECURITY
REGISTRAR, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION
OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THIS BOND. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
"U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
[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.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO PANDA FUNDING OR ITS AGENT FOR
REGISTRATION OF TRANSFER EXCHANGE, OR PAYMENT, AND ANY BOND
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]
PANDA FUNDING CORPORATION
11-5/8% POOLED PROJECT BOND, SERIES A DUE 2012
NO. CUSIP NUMBER
00000XXX0
PRINCIPAL AMOUNT FINAL MATURITY DATE ISSUE DATE INTEREST RATE
$ AUGUST 20, 2012 JULY 31,1996 11-5/8 percent
Panda Funding Corporation, a Delaware
corporation(hereinafter called "Panda Funding", which term includes any
successor or assign under the Trust Indenture referred to below),
for_______ value received hereby promises to pay _______ to
_______ or its registered assigns, the principal sum of (the
"Principal Amount"), such payment to be made in semiannual
installments on February 20 and August 20 of each year
(commencing February 20, 1997) and ending on the Final Maturity
Date set forth above, each such installment to be in an amount
equal to the Principal Amount multiplied by the percentage set
forth opposite the applicable payment date on the reverse hereof
(provided that the portion of the Principal Amount remaining
unpaid on the Final Maturity Date, together with all interest
accrued thereon, shall in any and all cases be due and payable on
the Final Maturity Date), and to pay interest on the unpaid
portion of the Principal Amount at the Interest Rate set forth
above from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from the Issue Date set forth
above, semiannually on February 20 and August 20 in each year
(commencing February 20, 1997), until the Principal Amount is
paid in full or payment thereof is duly provided for. Panda
Funding also promises to pay any Additional Interest required by
Section 2.1 (c) of the First Supplemental Indenture, upon the
conditions, at the rate and for the periods specified therein.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Bond (or one
or more Predecessor Bonds) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
February 6 or August 6 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will cease to be payable to
the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Bond (or one or more Predecessor
Bonds) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to the Holders of
Bonds of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange
on which the Bonds of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture. Accrued but unpaid interest on any
Bond that is exchanged for a Series A-1 Bond pursuant to the
Registration Rights Agreement shall be paid on or before the
first Interest Payment Date on the Series A-1 Bonds. Payment of
the principal of and interest on this Bond will be made at the
corporate trust office of the Trustee, or such other office or
agency of Panda Funding as may be designated by it for such
purpose in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment
of public and private debts; provided, however, that (a) at the
option of Panda Funding payment of interest may be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, (b)
notwithstanding such election by Panda Funding, if a Holder of
$2,000,000 or more in aggregate principal amount (or such lesser
amount as results from all payments of principal and redemptions
in respect of a Bond in the original principal amount of
$2,000,000) of Bonds requests in writing, payments of money may
be made by wire transfer of immediately as available funds
pursuant to written wire transfer instructions delivered to the
Trustee on or before the applicable Regular Record Date.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Bond shall not
be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Panda Funding has caused this instrument
to be duly executed.
PANDA FUNDING CORPORATION
By:
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the series of Bonds referred to in the
within-mentioned Indenture.
Bankers Trust Company, as Trustee
By:
Authorized Signatory
[Form of Reverse of Bond]
This bond is one of an authorized issue of Bonds of Panda
Funding known as its 11-5/8 percent Pooled Project Bonds, Series
A due 2012 (the "Bonds"). The Bonds are issued under the Trust
Indenture dated as of July 31, 1996 (the "Original Indenture")
among Panda Funding, Panda Interfunding Corporation, a Delaware
corporation ("PIC"), and Bankers Trust Company, a New York state
banking corporation, as trustee (in such capacity, together with
its successors in such capacity, the "Trustee"), as supplemented
by the First Supplemental Indenture dated as of July 31, 1996
(the "First Supplemental Indenture") to the Original Indenture
among Panda Funding, PIC and the Trustee (the Original Indenture,
as so supplemented and as the same may be further supplemented,
amended or modified, the "Indenture"). All capitalized terms used
herein, unless otherwise defined herein, shall have the meanings
ascribed to them in the Indenture.
All Bonds of any series issued and outstanding under the
Indenture rank on a parity with each other Bond of the same
series and with all Bonds of each other series. Reference is
hereby made to the Indenture for a description of the nature and
extent of the Bonds and the respective rights, limitations of
rights, duties and immunities thereunder of the Holders of the
Bonds and of the Trustee and Panda Funding and PIC in respect of
the Bonds and the terms upon which the Bonds are made and are to
be authenticated and delivered.
The principal of, and premium, if any, and interest on, this
Bond are (i) payable only from the revenues and assets of Panda
Funding, the Collateral and, through the PIC Guaranty, PIC and
the payments therefrom and the income and proceeds received by
the Trustee therefrom and (ii) secured by assets subject to the
Lien of the Security Documents, and all payments of principal and
interest shall be made in accordance with the terms of the Trust
Indenture.
The Bonds are subject to a Collateral Agency Agreement dated
as of July 31, 1996 pursuant to which the rights of the Secured
Parties (including the Holders of the Bonds) in respect of the
Collateral will be shared among the Secured Parties and will be
exercised by the Collateral Agent in accordance with the
Collateral Agency Agreement.
The Indenture permits, with certain exceptions, as therein
provided, the amendment thereof and the modification of the
rights and obligations of Panda Funding, PIC and the rights of
the Holders of the Bonds under the Indenture at any time by Panda
Funding and PIC with the consent of the Holders of not less than
a majority in aggregate principal amount of the Bonds of all
series then outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Bonds of all series then outstanding, on
behalf of the Holders of all the Bonds, to waive compliance by
Panda Funding or PIC with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any Act (as such term is defined in the Indenture), including,
but not limited to, such a consent, waiver or direction by the
Holder of this Bond shall be conclusive and binding upon the
Holder and upon all future Holders of this Bond and the Holder of
every Bond issued upon the transfer hereof or the exchange
therefor or in lieu hereof whether or not notation of such Act is
made upon this Bond.
This Bond is one of the series designated on the face
hereof, limited in aggregate principal amount of $105,525,000.
This Bond and all Bonds issued or to be issued in series created
under the First Supplemental Indenture are (i) not subject to any
sinking fund, (ii) are subject to optional redemption on the
terms set forth in Section 4.9 of the Original Indenture and
(iii) are, in accordance with the provisions of Article VIII of
the Original Indenture, subject to redemption by Panda Funding
prior to the Final Maturity Date, in whole or in part on any
Business Day on or after August 20, 2001, and if in part in
integral multiples of $1,000. Any such redemption shall be at the
redemption prices (expressed as percentages of principal amount)
set forth in the table below plus accrued interest, if any, to
the redemption date, if redeemed during the 12-month period
commencing on or after August 20 of years set forth below:
Year Redemption Price
2001 105.8125 percent
2002 104.3594 percent
2003 102.9063 percent
2004 101.4532 percent
2005
and thereafter 100.0000 percent
In the event of a Change of Control of PIC, and subject to
certain conditions and limitations provided in the Indenture,
Panda Funding will be obligated to make an offer to purchase, on
a Business Day not more than 60 nor less than 30 days following
the occurrence of a Change of Control of PIC, all of the then
Outstanding Bonds at a purchase price equal to 101% of the
principal amount thereof, together with accrued and unpaid
interest, if any, to the Change of Control Purchase Date, all as
provided in the Indenture.
The Bonds are, under certain conditions, subject to
mandatory redemption as set forth in Sections 4.8 and 8.3 of the
Original Indenture. Notice of any redemption of Bonds will be
given at least 30 days but not more than 60 days before the
Redemption Date to each Holder at its address as it appears in
the Security Register.
Bonds (or portions thereof as aforesaid) for the
redemption of which provision is made in accordance with the
Indenture shall cease to bear interest from and after any
Redemption Date.
The Indenture contains provisions for, upon compliance by
Panda Funding with certain conditions set forth in the Indenture,
the defeasance of (a) the entire indebtedness of this Bond and
(b) certain restrictive covenants and agreements.
The unpaid portion of the Principal Amount, together
with any interest accrued and unpaid thereon and all other
amounts due hereunder, if any, may become due and payable upon
the occurrence and continuation of any Event of Default, but only
as provided in
the Indenture.
The Holder hereof, by its acceptance of this Bond, agrees
that each payment received by it hereunder shall be applied in
the manner set forth in Section 2.16 of the Indenture relating to
the allocation of principal and interest.
The Bonds are issuable only as registered Bonds without
coupons in denominations of $100,000 (or such lesser principal
amount as results from all payments of principal and redemptions
in respect of a Bond in the original principal amount of
$100,000) and any integral multiple of $1,000 in excess thereof.
As provided in, and subject to the provisions of, the Indenture,
Bonds are exchangeable at the option of the Holder thereof for
other Bonds of the same series, of authorized denomination and of
like tenor and aggregate principal amount, to be registered in
the name of such Holder, upon surrender thereof by such Holder.
At the option of the Holders thereof, the Bonds may be
exchanged pursuant to the Registration Rights Agreement for a
like aggregate principal amount of Series A-1 Bonds.
No service charge will be required of any Holder of Bonds
participating in any such transfer or exchange of Bonds in
respect of such transfer or exchange, but the Security Registrar
may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Bond for registration of
transfer, the person in whose name this Bond is registered shall
be deemed to be the owner and holder thereof for the purpose of
receiving payment as herein provided and for all other purposes
whether or not this Bond be overdue regardless of any notice to
anyone to the contrary.
THE INDENTURE AND THIS BOND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF, OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
PRINCIPAL PAYMENTS
Payment Date Percentage of Principal
February 20, 1997 0.2045 percent
August 20, 1997 0.0000 percent
February 20, 1998 0.0000 percent
August 20, 1998 0.0000 percent
February 20, 1999 0.0000 percent
August 20, 1999 0.5933 percent
February 20, 2000 0.6129 percent
August 20, 2000 0.0000 percent
February 20, 2001 0.0000 percent
August 20, 2001 1.3753 percent
February 20, 2002 1.4691 percent
August 20, 2002 2.2184 percent
February 20, 2003 2.3565 percent
August 20,2003 2.9328 percent
February 20, 2004 3.1031 percent
August 20,2004 3.2796 percent
February 20,2005 3.4687 percent
August 20,2005 3.5977 percent
February 20,2006 3.7820 percent
August 20,2006 2.8098 percent
February 20,2007 3.0076 percent
August 20,2007 4.8415 percent
February 20,2008 5.1145 percent
August 20,2008 5.0057 percent
February 20,2009 5.2949 percent
August 20,2009 5.5185 percent
February 20,2010 5.8300 percent
August 20,2010 5.7248 percent
February 20,2011 6.0590 percent
August 20,2011 6.4800 percent
February 20,2012 6.8808 percent
August 20,2012 8.4390 percent
PIC GUARANTY
To the extent and subject to the limitations set forth in
the Indenture, PIC (as defined in the Indenture referred to in
the Bond upon which this notation is endorsed, which term
includes any successor or permitted assigns under the Indenture)
has unconditionally guaranteed (a) the due and punctual payment
of the principal of (and premium, if any, on) and interest on the
Bonds, (b) the due and punctual payment of all other amounts due
and payable under the Indenture and the Bonds by Panda Funding,
and (c) the due and punctual performance of all other obligations
of Panda Funding to the Holders or the Trustee, all in accordance
with the terms set forth in the Indenture. Capitalized terms used
herein shall have the meanings assigned to them in the Indenture
unless otherwise indicated.
The obligations of PIC to the Holders of Bonds and to the
Trustee pursuant to the PIC Guaranty and the Indenture are
expressly set forth in the Indenture, including Article XIII
thereof, and reference is hereby made to the Indenture for the
precise terms of the PIC Guaranty.
PANDA INTERFUNDING CORPORATION
By:
ABBREVIATIONS
The following abbreviations when used in the inscription on the
face of this instrument shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT
(___________) (Minor) under Uniform Gift to Minors Act
(State)
Additional abbreviations may also be used though not in the
above list FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Tax Identification Number or Other
Identifying Number of Assignee
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Please print or typewrite name and address, including zip code
of Assignee)
the within Bond and all rights thereunder, hereby irrevocably
constituting and appointing ____________________________________
attorney to transfer said bond on the books of Panda Funding,
with full power of substitution in the premises.
Dated:
NAME:
NOTICE: The signature to this assignment must correspond with
the name as written upon the first page of the within instrument
in every particular, without alteration or enlargement or any
change whatsoever.
