EXHIBIT 10.62.1
PRESENT ASSIGNMENT OF POWER PURCHASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that PANDA-BRANDYWINE,
L.P. (the "Partnership"), for valuable consideration, receipt of
which is hereby acknowledged, has sold, assigned, transferred,
conveyed and set over and does hereby sell, assign, transfer,
convey and set over unto FLEET NATIONAL BANK (formerly known as
Shawmut Bank Connecticut, National Association), in its capacity
as Owner Trustee for the benefit of General Electric Capital
Corporation, as Owner Participant ("Owner Participant"), its
successors and assigns forever (the "Lessor") all the right,
title and interest of the Partnership in, to and under the Power
Purchase Agreement, dated August 9, 1991, between the Partnership
and Potomac Electric Power Company ("PEPCO"), as amended as of
the date hereof in accordance with the First Amendment thereto,
dated September 16, 1994, and as the same may from time to time
be further amended, modified or supplemented (hereinafter called
the "Assigned Agreement").
So long as the Facility Lease dated as of December 18,
1996 between the Lessor and the Partnership (the "Facility
Lease") shall remain in effect and the Lessor or GE Capital shall
not have notified PEPCO that, pursuant to the exercise of its
rights and remedies under the Facility Lease, the rights, powers,
privileges and benefits of the Partnership hereinafter described
have been terminated, the Partnership shall continue to enjoy and
exercise in its own name all the rights, powers, privileges and
benefits of "Seller" under the Assigned Agreement.
This Assignment shall not cause the Lessor or the Owner
Participant to be under any obligation to the Partnership or to
PEPCO for the performance or observance of any of the
representations, warranties, terms or conditions of the Assigned
Agreement.
Notwithstanding this Assignment, the Partnership shall
be and remain obligated to PEPCO to perform all of the
Partnership's obligations and agreements under the Assigned
Agreement, and PEPCO shall be and remain obligated to the
Partnership to perform all of PEPCO's obligations and agreements
under the Assigned Agreement.
The Partnership does hereby irrevocably constitute and
appoint the Lessor its true and lawful attorney-in-fact with full
and irrevocable power and authority in the place and stead of the
Partnership and in the name of the Partnership or in the name of
the Lessor, for the purpose of carrying out the terms of this
Assignment, to take any and all action and to execute any and all
instruments which may be necessary to accomplish the purposes of
this Assignment. This power-of-attorney is a power coupled with
an interest and shall be irrevocable.
The Partnership hereby represents and warrants that,
other than pursuant to the Collateral Assignment of Power
Purchase Agreement, dated as of March 30, 1995, which has been
terminated, it has not heretofore assigned or otherwise disposed
of or encumbered any right, title or interest of the Partnership
in, to or under the Assigned Agreement or any moneys due or to
become due to the Partnership under or by reason thereof, and
that the Partnership has the right and power to transfer to the
Lessor absolute title to the Partnership's right, title and
interest in, to and under the Assigned Agreement and in and to
all the moneys due and to become due to the Partnership under the
Assigned Agreement.
Nothing in this Present Assignment of Power Purchase
Agreement shall be deemed to limit the provisions of the Amended
and Restated Consent and Agreement, dated as of December 30,
1996, among PEPCO, the Partnership, the Owner Participant, Fleet
National Bank (formerly known as Shawmut Bank Connecticut,
National Association) in its capacities as Owner Trustee and
Security Agent, First Security Bank, National Association, not in
its individual capacity but solely as Indenture Trustee, and
Credit Suisse in its capacity as the Administrative Agent (the
"Consent of Power Purchaser"). Without limiting the scope of the
foregoing, the exercise of remedies or any similar action under
this Present Assignment of Power Purchase Agreement is subject
to, and shall be conducted in a manner consistent with, PEPCO's
rights under (i) the Consent of Power Purchaser, and (ii) the
Assigned Agreement and the Transfer Agreement (to the extent such
rights under the Assigned Agreement and the Transfer Agreement
are not explicitly waived by PEPCO in accordance with the terms
of the Consent of Power Purchaser).
This Assignment shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Partnership has caused this
Assignment to be duly executed and delivered as of December 18,
1996.
PANDA-BRANDYWINE, L.P.
By: PANDA BRANDYWINE CORPORATION
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
