EXHIBIT 10.28.1
FIRST AMENDMENT
TO
AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY
DEPOSIT AGREEMENT (this "Amendment"), dated February 21, 1997, is
among PANDA BRANDYWINE, L.P., a Delaware limited partnership (the
"Partnership"), of which PANDA BRANDYWINE CORPORATION, a Delaware
corporation, is the sole general partner, GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation, in its individual
capacity and as owner participant ("GE Capital"), FLEET NATIONAL
BANK, not in its individual capacity but solely as owner trustee
(in such capacity, the "Owner Trustee") under the Trust
Agreement, FLEET NATIONAL BANK, a national banking association,
as security agent hereunder for GE Capital, the Owner Trustee and
the Loan Participants, CREDIT SUISSE, a bank organized and
existing under the laws of Switzerland, acting by and through its
New York branch, as administrative agent for the Loan
Participants, and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but
solely as indenture trustee under the Indenture.
W I T N E S S E T H :
WHEREAS, the parties hereto entered into the Amended and
Restated Security Deposit Agreement as of December 18, 1996 (the
"Deposit Agreement"); and
WHEREAS, the Partnership has requested the other parties
hereto to enter into this Amendment for the purpose of amending
certain aspects of Section 4.2 of the Deposit Agreement and the
parties hereto have agreed to do so;
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Amendments
SECTION 1.1 Amendment of Section 4.2(a).
(a) The first six words of the first sentence of
Section 4.2(a) of the Deposit Agreement, being "On or before
the twentieth day," are hereby deleted and replaced with the
following: "On or before the fifth day prior to the last
Business Day."
(b) The first four words of the third sentence of Section
4.2(a) of the Deposit Agreement, being "On the twenty-fifth day,"
are hereby deleted and replaced with the following: "On the last
Business Day."
ARTICLE II
Miscellaneous
SECTION 2.1 APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 2.2 Counterparts. This Amendment may be executed
in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
SECTION 2.3 Definitions. Each term used herein with its
initial letter capitalized and not otherwise defined shall have
the meaning assigned to such term in the Deposit Agreement.
SECTION 2.4 Full Force and Effect. Except as otherwise
expressly amended or modified by this Amendment, the Deposit
Agreement is and shall continue to be in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have each caused
this Amendment to be duly executed by their duly authorized
officers, all as of the day and year first above written.
PANDA-BRANDYWINE, L.P.
By: Panda Brandywine Corporation,its
General Partner
By: /s/
Name:
Title:
PANDA BRANDYWINE CORPORATION,
as the General Partner
By: /s/
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/
Name:
Title:
FLEET NATIONAL BANK, as Security Agent
and as Owner Trustee
By: /s/
Name:
Title:
CREDIT SUISSE, a bank organized and
existing under the laws of
Switzerland, acting by and through
its New York branch, as
Administrative Agent
By: /s/
Name:
Title:
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Indenture Trustee
By: /s/
Name:
Title:
