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-
Xxxxxxxx Corporation, a Delaware Corporation, (the "Assignee").
Capitalized terms not defined herein shall have the meanings
ascribed to them in the Second Amended and Restated Letter of
Credit and Reimbursement Agreement, dated as of January 6, 1992,
by and among Panda-Rosemary, L.P., a Delaware limited
partnership, The Fuji Bank Limited, acting through its Houston
Agency, as Agent and as issuing bank, and the banks which are
party thereto.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, Assignor and
Assignee hereby agree as follows:
1. ASSIGNMENT AND DELEGATION. Assignor hereby, and
immediately prior to the consummation of the transactions
contemplated by the Transfer Agreements, assigns, transfers,
delegates and conveys unto Assignee all of its right, title,
interest, duties and obligations with respect to those agreements
listed on Schedule A attached hereto (the "Assigned Agreements").
2. ASSUMPTION. Assignee hereby, and immediately
prior to the consummation of the transactions contemplated by the
Transfer Agreements, assumes and agrees to pay, perform, or
otherwise satisfy and discharge any and all debts, obligations
and liabilities of the Assignor under or with respect to any of
the Assigned Agreements, arising prior to or after the date
hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption Agreement as of the date and year first
above written.
PANDA ENERGY CORPORATION
By:
Name: Xxxxxx X. Xxxx
Title: Vice President
PANDA-XXXXXXXX CORPORATION
By:
Name: Xxxxxx X. Xxxx
Title: Vice President
SCHEDULE A
1. Lateral Line Interconnection and Reimbursement
Agreement dated as of August 1, 1990, between Assignor and
Transcontinental Gas Pipeline Corporation.
2. Service Agreement dated as of October 22, 1991
between Assignor and Transcontinental Gas Pipeline Corporation.
3. Confidentiality Agreement, dated June 5, 1991,
between Assignor and Natural Gas Clearinghouse.
4. ITS-1 Transportation Service Agreement, dated
April 4, 1991, between Columbia Gulf Transmission Company (acting
on behalf of Columbia Gas Transmission Corporation) and Assignor
(Contract No. 900614-003).
5. Fuel Oil Purchase Agreement, dated November 18,
1991, between Assignor and Natural Gas Clearinghouse.
